EXHIBIT 10.27













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                           LOAN AND SECURITY AGREEMENT

                           DATED AS OF OCTOBER 9, 1995

                                     BETWEEN

                           CONTEMPO DESIGN WEST, INC.

                                       and

                            BANK OF AMERICA ILLINOIS



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                                TABLE OF CONTENTS


                                                                            PAGE

1.  DEFINITIONS AND OTHER TERMS...............................................2
    1.1          Definitions..................................................2
    1.2          Other Definitional Provisions...............................13
    1.3          Interpretation of Agreement.................................13
    1.4          Compliance with Financial Restrictions......................14

2.  LOANS; OTHER MATTERS.....................................................14
    2.1          Loans.......................................................14
                 2.1.1  Revolving Loans......................................14
                 2.1.2  Reduction of Revolving Credit Amount.................14
                 2.1.3  Maximum Outstanding Loans............................15
                 2.1.4  Assumption...........................................15
    2.2          Loan Account; Demand Deposit Account........................15
    2.3          Interest and Fees...........................................16
                 2.3.1  Interest on Revolving Loans..........................16
                 2.3.2  Nonuse Fee...........................................16
                 2.3.3  Method of Calculating Interest and Fees..............16
                 2.3.4  Payment of Interest and Fees.........................16
    2.4          Requests for Loans; Borrowing Base Certificates;
                 Other Information...........................................16
    2.5          Notes.......................................................17
    2.6          Overdraft Loans.............................................18
    2.7          Over Advances...............................................18
    2.8          All Loans One Obligation....................................19
    2.9          Making of Payments; Application of Collections;
                 Charging of Accounts........................................19
    2.10         Lender's Election Not to Enforce............................21
    2.11         Reaffirmation...............................................21
    2.12         Setoff......................................................21
    2.13         Refinancing Fee.............................................21
    2.14         Closing Fee.................................................22

3.  COLLATERAL...............................................................22
    3.1          Grant of Security Interest..................................22
    3.2          Accounts Receivable.........................................23
    3.3          Inventory...................................................27
    3.4          Equipment...................................................28
    3.5          Supplemental Documentation..................................28

4.  REPRESENTATIONS AND WARRANTIES...........................................29

5.  BORROWER COVENANTS.......................................................29





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                                                                           PAGE



6.  DEFAULT..................................................................29
    6.1  Event of Default....................................................29
                 (a)     Non-Payment.........................................29
                 (b)     Non-Payment of Other Indebtedness...................29
                 (c)     Acceleration of Other Indebtedness..................30
                 (d)     Other Obligations...................................30
                 (e)     Insolvency..........................................30
                 (f)     Pension Plans.......................................31
                 (g)     Non-Compliance With This Agreement..................31
                 (h)     Non-Compliance With Related
                         Agreements..........................................32
                 (i)  Warranty...............................................32
                 (j)     Litigation..........................................32
                 (k)     Validity............................................32
                 (l)     Conduct of Business.................................32
                 (m)     Material Adverse Change.............................32
                 (n)  Other Loan Agreements..................................33
    6.2          Effect of Event of Default; Remedies........................33

7.  ADDITIONAL PROVISIONS REGARDING COLLATERAL AND LENDER'S
    RIGHTS...................................................................34
    7.1          Notice of Disposition of Collateral.........................34
    7.2          Application of Proceeds of Collateral.......................34
    7.3          Care of Collateral..........................................34
    7.4          Performance of Borrower's Obligations.......................35
    7.5          Lender's Rights.............................................35

8.  CONDITIONS PRECEDENT; DELIVERY OF DOCUMENTS AND OTHER
    MATTERS..................................................................36
    8.1          Conditions Precedent........................................36
                 8.1.1  Security Interest....................................36
                 8.1.2  Blocked Account; Lock Box............................36
                 8.1.3  Effect of Law........................................36
                 8.1.4  Other Loan Agreements................................36
                 8.1.5  Fees.................................................36
                 8.1.6  Documents............................................36
                 (a)  Resolutions............................................36
                 (b)  Incumbency Certificates................................37
                 (c)     Borrower's Certificate..............................37
                 (d)     Landlord's Consents.................................37
                 (e)  Note...................................................37
                 (f)     Other Documents.....................................37
    8.2          Continuing Conditions Precedent to all Loans;
                 Certification...............................................37
                 (a)     No Change in Condition..............................37
                 (b)     Default.............................................38
                 (c)     Insurance...........................................38




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                                                                            PAGE



                 (d)     Warranties..........................................38
                 (e)     Accounting Methods..................................38

9.  INDEMNITY................................................................38
    9.1          Environmental and Safety and Health Indemnity...............38
    9.2          General Indemnity...........................................39
    9.3          Capital Adequacy............................................39
    9.4          Other Indemnities...........................................40

10. ADDITIONAL PROVISIONS....................................................40

11. GENERAL..................................................................40
    11.1         Borrower Waiver.............................................40
    11.2         Power of Attorney...........................................41
    11.3         Expenses; Attorneys' Fees...................................42
    11.4         Lender Fees and Charges.....................................42
    11.5         Lawful Interest.............................................42
    11.6         No Waiver by Lender; Amendments.............................42
    11.7         Termination of Credit.......................................43
    11.8         Notices.....................................................43
    11.9         Assignments and Participations; Information.................44
    11.10        Severability................................................44
    11.11        Successors..................................................44
    11.12        Construction................................................44
    11.13        Consent to Jurisdiction.....................................45
    11.14        Subsidiary Reference........................................45
    11.15        WAIVER OF JURY TRIAL........................................45
    11.16        Prior Actions...............................................45







<PAGE>



                                LIST OF EXHIBITS




Exhibits:

Exhibit A       Form of Borrowing Base Certificate (ss.2.5(c))
Exhibit B       [Reserved]
Exhibit C       Form of Revolving Note
Exhibit D       [Reserved]
Exhibit E       Form of Landlord's Consent







<PAGE>




                           LOAN AND SECURITY AGREEMENT



         THIS  LOAN  AND  SECURITY  AGREEMENT  (as  from  time to time  amended,
modified  or  supplemented,  this  "Agreement")  is made  as of this  9th day of
October, 1995 by and between BANK OF AMERICA ILLINOIS (formerly Continental Bank
N.A.), an Illinois banking  corporation having its principal office at 231 South
LaSalle Street,  Chicago,  Illinois 60697 ("Lender"),  and CONTEMPO DESIGN WEST,
INC., a Delaware corporation ("Borrower").

                                    RECITALS

         1. On January 16, 1991,  Azimuth  Corporation,  a Delaware  corporation
("Parent"),  and Lender  entered into an Amended and Restated  Loan and Security
Agreement (such Amended and Restated Loan and Security Agreement,  as amended to
the date hereof, being herein referred to as the "Original Loan Agreement";  and
the other  capitalized  terms used herein  shall have the  meanings set forth in
Section 1.1) pursuant to which Lender made loans to Parent.

         2.       Parent and Lender are, on the date hereof, amending and
restating the Original Loan Agreement.

         3. As security for the loans made by Lender to Parent, (a) Borrower and
other  Subsidiaries of Parent,  Contempo Design,  Inc., an Illinois  corporation
("Contempo"),  and Delaware  Electro  Industries,  Inc., a Delaware  corporation
("Delaware"),  have granted Lender a lien on, and a security interest in, all of
their respective assets and (b) Borrower,  Delaware and Contempo have executed a
guaranty  whereby such companies  jointly and severally  guaranteed the full and
prompt  payment  and  performance  of all  obligations  of  Parent  to Lender in
connection with the Original Loan Agreement and all related documents.

         4. In connection  with the amendment  and  restatement  of the Original
Loan Agreement, Borrower and other Subsidiaries of Parent are assuming a portion
of the  "Liabilities"  under  and as  defined  in the  Original  Loan  Agreement
representing  "Revolving  Loans"  under  and as  defined  in the  Original  Loan
Agreement,  with the  portion  of such  Liabilities  assumed by  Borrower  to be
governed by the terms of this Agreement.

         5. Lender has agreed to provide financial accommodations to Borrower in
addition to those assumed by Borrower as described in the immediately  preceding
recital on the terms hereinafter set forth.





<PAGE>



         Accordingly,  in  consideration  of  the  mutual  agreements  contained
herein,  and subject to the terms and  conditions  hereof,  the  parties  hereto
agree, as follows:

1.       DEFINITIONS AND OTHER TERMS.

         1.1  Definitions.  In  addition  to  terms  defined  elsewhere  in this
Agreement or any Supplement,  Schedule or Exhibit hereto,  when used herein, the
following  terms  shall have the  following  meanings  (such  meanings  shall be
equally  applicable  to the singular and plural forms of the terms used,  as the
context requires):

                  "Account  Debtor"  shall  mean  any  Person  who is or who may
become obligated to Borrower under, with respect to, or on account of an Account
Receivable, Contract Right, General Intangible or
other Collateral or Third Party Collateral.

                  "Account  Receivable"  shall mean any account of Borrower  and
any  other  right  of  Borrower  to  payment,  whether  or not  evidenced  by an
instrument  or  chattel  paper and  whether  or not yet  earned  by  performance
(excluding any Contract Right).

                  "Accounts  Receivable  Availability"  shall  have the  meaning
ascribed to such term in Supplement A.

                  "Assignee  Deposit Account" shall have the meaning ascribed to
such term in Section 3.2(d).

                  "Assumed  Liabilities" shall have the meaning ascribed to such
term in Section 2.1.4.

                  "Attorneys'  Fees"  shall  mean  the  reasonable  value of the
services (and reasonable  costs,  charges and expenses  related  thereto) of the
attorneys (and all paralegals, secretaries, accountants and other staff employed
by such attorneys) employed by Lender (including,  but not limited to, attorneys
and  paralegals who are employees of Lender) from time to time (i) in connection
with the  negotiation,  preparation,  execution,  delivery,  administration  and
enforcement  of  this  Agreement,   any  Related  Agreement,   any  Supplemental
Documentation  and all other documents or instruments  provided for herein or in
any thereof or delivered or to be delivered hereunder or under any thereof or in
connection herewith or with any thereof,  (ii) to prepare  documentation related
to the Loans made and other Liabilities incurred hereunder, (iii) to prepare any
amendment to or waiver under this  Agreement  or any Related  Agreement  and any
documents  or  instruments  related  thereto,  (iv) to  represent  Lender in any
litigation,  contest,  dispute,  suit or  proceeding  or to commence,  defend or
intervene in any litigation,  contest,  dispute, suit or proceeding or to file a
petition,  complaint,  answer,  motion or other  pleading,  or to take any other
action in or with respect to, any litigation, contest,



                                       -2-

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dispute, suit or proceeding (whether instituted by Lender, Borrower or any other
Person and whether in bankruptcy or otherwise) in any way or respect relating to
the  Collateral,  any Third  Party  Collateral,  this  Agreement  or any Related
Agreement, or Borrower's or any other Obligor's or any Subsidiary's affairs, (v)
to protect,  collect,  lease,  sell, take possession of, or liquidate any of the
Collateral  or any Third  Party  Collateral,  (vi) to  attempt  to  enforce  any
security  interest in any of the Collateral or any Third Party  Collateral or to
give any advice  with  respect to such  enforcement  and (vii) to enforce any of
Lender's rights to collect any of the Liabilities.

                  "Banking Day" shall mean any day other than a Saturday, Sunday
or legal holiday on which banks are  authorized or required to be closed for the
conduct of commercial banking business in Chicago, Illinois.

                  "Borrower" -- see Preamble.

                  "Borrowing  Base" shall have the meaning ascribed to such term
in Supplement A.

                  "Borrowing  Base  Certificate"  shall  mean a  certificate  in
substantially the form of Exhibit A.

                  "Capitalized Lease" shall mean any lease which is or should be
capitalized on the balance sheet of the lessee in accordance with GAAP.

                  "Closing  Date"  shall  mean the date this  Agreement  becomes
effective pursuant to Section 8.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended,  and any  successor  statute  of  similar  import,  together  with  the
regulations thereunder,  in each case as in effect from time to time. References
to  sections  of the Code  shall be  construed  to also  refer to any  successor
sections.

                  "Collateral" shall have the meaning ascribed to such term
in Section 3.1.

                  "Contempo" -- see Recitals.

                  "Contempo Amsterdam" shall mean Contempo Design Europe B.V., a
Dutch corporation 90% owned by Contempo and 10% owned by an employee thereof.

                  "Contract  Right"  shall mean any right of Borrower to payment
under a contract, which right is not yet earned by performance and not evidenced
by an instrument or chattel paper.




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                  "Credit"  shall  mean  the  facility  established  under  this
Agreement pursuant to which Lender will make Revolving Loans to Borrower.

                  "Default"  shall mean any event or condition  which,  with the
lapse of time or giving of notice to Borrower or both, would constitute an Event
of Default.

                  "Default Rate" shall mean, with respect to a Loan, the rate of
interest  which is applicable to such Loan after any amount  thereof is not paid
when due,  whether by  acceleration  or  otherwise,  as  determined  pursuant to
Supplement A.

                  "Delaware" -- see Recitals.

                  "Demand  Deposit  Account" shall have the meaning  ascribed to
such term in Section 2.2.

                  "Eligible Account Receivable" shall mean an Account Receivable
owing to Borrower which meets the following requirements:

                  (1)      it is genuine and in all respects what it purports
         to be;

                  (2) it arises from either (a) the  performance  of services by
         Borrower,  which services have been fully performed and, if applicable,
         acknowledged and/or accepted by the Account Debtor with respect thereto
         or (b) the sale or lease of goods by  Borrower;  and if it arises  from
         the sale or lease of goods,  (i) such goods  comply  with such  Account
         Debtor's  specifications  (if any) and  (except in the case of exhibits
         manufactured  by Borrower  which are stored at the premises of Borrower
         for  a  period  of  not  more  than  60  days  after  completion  as an
         accommodation  to the applicable  Account Debtor  ("Temporarily  Stored
         Exhibits")) have been shipped to, or delivered to and accepted by, such
         Account  Debtor and (ii) Borrower has possession of, or if requested by
         Lender  has  delivered  to  Lender,   shipping  and  delivery  receipts
         evidencing such shipment,  delivery and acceptance (except that no such
         receipts  shall  be  required  in the  case  of an  Account  Receivable
         relating to a Temporarily Stored Exhibit);

                  (3) it (a) is evidenced by an invoice  rendered to the Account
         Debtor with  respect  thereto  which (i) is dated not earlier  than the
         date  of  shipment  or  performance  (or,  in the  case  of an  Account
         Receivable  relating  to a  Temporarily  Stored  Exhibit,  the  date of
         completion of such exhibit) and (ii) has payment terms not unacceptable
         to  Lender  (in  good  faith  and in  the  exercise  of its  reasonable
         judgment) and (b) meets the



                                       -4-

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         Eligible Account Receivable requirements set forth in
         Supplement A;

                  (4) it is not subject to any assignment,  claim or Lien, other
         than (a) a Lien in favor of Lender, (b) Liens consented to by Lender in
         writing and (c) Liens  described in Section  5.16(a) of the Parent Loan
         Agreement;

                  (5)  it is a  valid,  legally  enforceable  and  unconditional
         obligation  of the Account  Debtor  with  respect  thereto,  and is not
         subject  to a claim  for  setoff,  counterclaim,  credit  or  allowance
         (except  (x) any  credit  or  allowance  which  has  been  deducted  in
         computing  the net  amount of the  applicable  invoice  as shown in the
         original  schedule or Borrowing  Base  Certificate  furnished to Lender
         identifying  or including  such Account  Receivable or (y) as Lender in
         its sole  discretion may otherwise  agree) or adjustment by the Account
         Debtor with respect  thereto,  or to any claim by such  Account  Debtor
         denying  liability  thereunder  in whole or in part,  and such  Account
         Debtor has not refused to accept any of the goods or services which are
         the  subject of such  Account  Receivable  or offered or  attempted  to
         return any of such goods;

                  (6)  there  are no  proceedings  or  actions  which  are  then
         threatened or pending  against the Account Debtor with respect  thereto
         or to which such Account Debtor is a party which proceedings or actions
         would  reasonably be expected to result in any material  adverse change
         in such Account Debtor's  financial  condition or in its ability to pay
         any Account Receivable in full when due;

                  (7) it does not arise out of a contract or order which, by its
         terms, forbids, restricts or makes void or unenforceable the assignment
         by Borrower to Lender of the Account  Receivable  arising  with respect
         thereto;

                  (8)  the  Account  Debtor  with  respect   thereto  is  not  a
         Subsidiary  or Obligor,  or a director,  officer,  employee or agent of
         Borrower, Parent, Delaware, Contempo, a Subsidiary or Obligor;

                  (9)  the Account  Debtor with respect  thereto is a resident
         or citizen of, and is located within, the United States of America,
         unless the sale of goods giving rise to the Account Receivable is on
         letter of credit,  banker's  acceptance or other credit support terms
         reasonably satisfactory to Lender;

                  (10) it is not an Account Receivable arising from a "sale
         on approval," "sale or return" or "consignment," or subject to
         any other repurchase or return agreement;



                                       -5-

<PAGE>




                  (11) except in the case of an Account Receivable relating to a
         Temporarily  Stored  Exhibit,  it is not  an  Account  Receivable  with
         respect to which  possession  and/or  control of the goods sold  giving
         rise  thereto  is held,  maintained  or  retained  by  Borrower  or any
         Subsidiary, or other Obligor (or by any agent or custodian of Borrower,
         any  Subsidiary,  or other  Obligor)  for the  account of or subject to
         further and/or future direction from the Account Debtor thereof;

                  (12) it is not an Account Receivable which in any way fails to
         meet or violates any warranty,  representation or covenant contained in
         this Agreement or any Related Agreement relating directly or indirectly
         to Borrower's Accounts Receivable;

                  (13) the  Account  Debtor  thereunder  is not  located  in the
         States of Indiana,  New Jersey or Minnesota;  provided,  however,  that
         such  restriction  shall not apply to an Account  Receivable  if at the
         time the Account Receivable was created and at all times thereafter (a)
         Borrower  had filed and has  maintained  effective a current  Notice of
         Business Activities Report with the appropriate office or agency of the
         State of  Indiana,  New  Jersey  or  Minnesota,  as  applicable  or (b)
         Borrower  was and has  continued  to be exempt  from the filing of such
         Report and has provided Lender with satisfactory evidence thereof;

                  (14) it arises in the ordinary course of business of
         Borrower;

                  (15) if the Account  Debtor is the United States of America or
         any  department,   agency  or  instrumentality  thereof,  Borrower  has
         assigned  its right to payment  of such  Account  Receivable  to Lender
         pursuant to the Assignment of Claims Act of 1940, as amended;

                  (16) if Lender in good  faith and in its  reasonable  judgment
         has  established  a credit limit for an Account  Debtor,  the aggregate
         dollar  amount of Accounts  Receivable  due from such  Account  Debtor,
         including  such Account  Receivable,  does not exceed such credit limit
         (it being  understood that in establishing any such credit limit Lender
         may rely on  factors  which,  due to  confidentiality  restrictions  or
         otherwise, are not disclosed to Borrower); and

                  (17) if the Account  Receivable  is evidenced by chattel paper
         or an instrument,  (a) Lender shall have specifically agreed in writing
         to include such Account  Receivable as an Eligible Account  Receivable,
         (b) only  payments  then due and payable  under such  chattel  paper or
         instrument shall be included as an Eligible Account  Receivable and (c)
         the originals of such chattel paper or instruments have been



                                       -6-

<PAGE>



         endorsed and/or assigned and delivered to Lender in a manner
         satisfactory to Lender.

         An  Account  Receivable  which  is at  any  time  an  Eligible  Account
         Receivable,  but which  subsequently fails to meet any of the foregoing
         requirements,   shall  forthwith  cease  to  be  an  Eligible   Account
         Receivable.  Further, with respect to any Account Receivable, if Lender
         at any time or times  hereafter  determines  in good  faith  and in its
         reasonable  judgment that the prospect of payment or performance by the
         Account  Debtor with  respect  thereto is or will be  impaired  for any
         reason whatsoever,  notwithstanding  anything to the contrary contained
         above, such Account  Receivable shall forthwith cease to be an Eligible
         Account Receivable.

                  "Environmental  Laws" shall mean the Clean Air Act of 1970, as
amended,  42 U.S.C.  ss.7401 et seq., the Clean Water Act, as amended, 33 U.S.C.
ss.1251 et seq., the Resource Conservation and Recovery Act of 1976, as amended,
42  U.S.C.   ss.6901  et  seq.,  the   Comprehensive   Environmental   Response,
Compensation and Liability Act of 1980, as amended,  42 U.S.C.  ss.9601 et seq.,
any so-called  "Superfund" or "Superlien" law, the Toxic Substances Control Act,
15 U.S.C. ss.2601 et seq., and any other federal,  state or local statute,  law,
ordinance,  code,  rule,  regulation,  order or  decree or other  written  legal
requirement  regulating,  relating  to, or imposing  liability  or  standards of
conduct  (including,  but not  limited  to,  permit  requirements,  emission  or
effluent   restrictions  and  other  requirements   relating  to  manufacturing,
processing,   generation,   distribution,  use,  treatment,  storage,  disposal,
clean-up,  transport  or handling)  concerning  any  Hazardous  Materials or any
hazardous,  toxic or dangerous  waste,  substance or constituent,  or any noise,
odor,  waste,  radiation,  pollutant or contaminant or other substance,  whether
solid, liquid or gas, as now or at any time hereafter in effect.

                  "Equipment"  shall mean all  equipment  of every  description,
including, without limitation, fixtures, furniture, vehicles and trade fixtures,
together with any and all accessions,  parts and equipment  attached  thereto or
used in connection  therewith,  and any substitutions  therefor and replacements
thereof.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended, and any successor statute of similar import,  together with
the  regulations  thereunder,  in each  case as in  effect  from  time to  time.
References  to  sections  of  ERISA  shall  be  construed  to also  refer to any
successor sections.

                  "ERISA Affiliate" shall mean any corporation,  partnership, or
other  trade or  business  (whether  or not  incorporated)  that is,  along with
Borrower,  a member of a controlled  group of corporations or a controlled group
of trades or



                                       -7-

<PAGE>



businesses,  as described in sections  414(b) and 414(c),  respectively,  of the
Code or section 4001 of ERISA, or a member of the same affiliated  service group
within the meaning of section 414(m) of the Code.

                  "Event of  Default"  shall have the  meaning  ascribed to such
term in Section 6.1.

                  "Federal  Reserve  Board" shall mean the Board of Governors of
the Federal Reserve System or any successor thereto.

                  "Fiscal Quarter" shall mean any quarter of a Fiscal Year.

                  "Fiscal Year" shall mean any period of 12 consecutive calendar
months ending on the last day of December.

                  "Fixtures"  shall  mean  all  fixtures  of  Borrower  of every
description and all substitutions and replacements of any thereof.

                  "GAAP" shall mean generally accepted accounting  principles as
applied  in the  preparation  of the  audited  financial  statements  of  Parent
referred to in Section 4.6 of the Parent Loan Agreement.

                  "General  Intangibles" shall mean all of Borrower's intangible
personal  property,  including things in action,  causes of action and all other
personal  property of Borrower  of every kind and nature  (other than  accounts,
inventory,   equipment,  chattel  paper,  documents,   instruments  and  money),
including, without limitation,  corporate or other business records, inventions,
designs, patents, patent applications, trademarks, trademark applications, trade
names, trade secrets, goodwill, copyrights, registrations, licenses, franchises,
customer  lists,  tax refund  claims,  claims  against  carriers  and  shippers,
guarantee claims,  security interests,  security deposits or other security held
by or granted to Borrower to secure any payment from an Account Debtor,  and any
rights to indemnification.

                  "Guaranteed  Obligations"  means all  obligations  of Borrower
under the Amended and Restated  Guaranty  Agreement  of  Borrower,  Delaware and
Contempo dated as of the Closing Date.

                  "Hazardous   Materials"   shall  mean  any  toxic   substance,
hazardous substance,  hazardous material,  hazardous chemical or hazardous waste
defined or qualifying as such in (or for the purposes of) any Environmental Law,
or any  pollutant  or  contaminant,  and shall  include,  but not be limited to,
petroleum,  including  crude  oil or any  fraction  thereof  which is  liquid at
standard  conditions of temperature or pressure (60 degrees  fahrenheit and 14.7
pounds per square inch absolute),  any radioactive material,  including, but not
limited to, any source,



                                       -8-

<PAGE>



special  nuclear or by-product  material as defined at 42 U.S.C. Section2011 et
seq., as amended or hereafter amended, polychlorinated biphenyls and asbestos in
any form or condition.

                  "Indebtedness" of any Person shall mean, without  duplication,
(i) any  obligation  of such  Person  for  borrowed  money,  including,  without
limitation,  (a) any obligation of such Person  evidenced by bonds,  debentures,
notes or other  similar debt  instruments  and (b) any  obligation  for borrowed
money which is non-recourse to the credit of such Person but which is secured by
a Lien on any  asset of such  Person,  (ii) any  obligation  of such  Person  on
account of deposits or  advances,  (iii) any  obligation  of such Person for the
deferred  purchase  price of any  property or services,  except  Trade  Accounts
Payable,  (iv) any obligation of such Person as lessee under a Capitalized Lease
and (v) any  Indebtedness  of another  Person  secured by a Lien on any asset of
such first  Person,  whether or not such  Indebtedness  is assumed by such first
Person. For all purposes of this Agreement, the Indebtedness of any Person shall
include  the  Indebtedness  of any  partnership  or joint  venture in which such
Person is a general partner or joint venturer.

                  "Inventory"   shall  mean  any  and  all  goods  of   Borrower
(including, without limitation, goods in transit) wheresoever located, which are
or may at any time be leased to a  lessee,  held for sale or lease or  furnished
under any contract of service by, or held as raw materials,  work in process, or
supplies or materials used or consumed in the business of, Borrower or which are
held for use in connection with the manufacture, packing, shipping, advertising,
selling or finishing of such goods, and all goods the sale or other  disposition
of which has given  rise to an  Account  Receivable,  Contract  Right or General
Intangible  and which are  returned  to and/or  repossessed  and/or  stopped  in
transit  by  Borrower  or Lender or any agent or bailee of any of them,  and all
documents of title or other documents representing the same.

                  "Landlord's   Consent"   shall  mean  a   Landlord's   Consent
substantially  in the form of Exhibit E, with  appropriate  insertions,  or such
other form as shall be  acceptable  to Lender,  as it may be amended or modified
from time to time.

                  "Lender" -- see Preamble.

                  "Liabilities" shall mean all of the liabilities,  obligations,
reimbursement   obligations  in  connection  with  any  letter  of  credit,  and
indebtedness  of Borrower,  any Subsidiary or any other Obligor to Lender of any
kind or  nature,  however  created,  arising  or  evidenced,  whether  direct or
indirect,  absolute or contingent, now or hereafter existing or due or to become
due, and including but not limited to (i) Borrower's obligations under any Note,
(ii) Borrower's obligations under this Agreement, (iii)



                                       -9-

<PAGE>



interest,  charges,  expenses,  Attorneys'  Fees and other  sums  chargeable  to
Borrower  by Lender  under this  Agreement  or any Related  Agreement,  (iv) the
obligations of Borrower,  any Subsidiary and any other Obligor under any Related
Agreement,   including   obligations  of  performance  and  (v)  the  Guaranteed
Obligations.   "Liabilities"   shall  also  include  any  and  all   amendments,
extensions, renewals, refundings or refinancings of any of the foregoing.

                  "Lien"  shall  mean  any  mortgage,   pledge,   hypothecation,
judgment lien or similar legal  process,  title  retention  lien, or other lien,
encumbrance or security interest, including, without limitation, the interest of
a vendor under any conditional  sale or other title retention  agreement and the
interest of a lessor under any Capitalized Lease.

                  "Loan"  shall mean (i) the  Revolving  Loans made  pursuant to
Section  2.1.1 and (ii) any other loan or  advance  made to  Borrower  by Lender
under or pursuant to this Agreement.

                  "Loan Account" shall have the meaning ascribed to such term in
Section 2.2.

                  "Multiemployer  Plan"  shall  mean a  "multiemployer  plan" as
defined in Section  4001(a)(3)  of ERISA which is  maintained  for  employees of
Borrower, any other Obligor or any ERISA Affiliate.

                  "Note" shall mean the Revolving Note and any other  promissory
note of Borrower  evidencing  any loan or advance  (including but not limited to
any Revolving Loans) made by Lender to Borrower pursuant to this Agreement.

                  "Obligor"  shall mean Borrower and each other Person who is or
shall become primarily or secondarily  liable on any of the Liabilities,  or who
grants to Lender a Lien on any  property of such  Person as security  for any of
the Liabilities.

                  "Occupational   Safety   and   Health   Law"  shall  mean  the
Occupational  Safety and Health Act of 1970,  as  amended,  29 U.S.C.  ss.651 et
seq., and any other federal, state or local statute, law, ordinance, code, rule,
regulation,  order or decree  regulating,  relating to or imposing  liability or
standards of conduct concerning employee health and/or safety.

                  "Original Loan Agreement" - see Recitals.

                  "Original  Security  Agreement" means the Amended and Restated
Security  Agreement  dated as of  January  16,  1991 among  Borrower,  Delaware,
Contempo and Lender.




                                      -10-

<PAGE>



                  "Other Loan Agreements" means the Loan and Security  Agreement
dated  as of the  date  hereof  between  Lender  and  Delaware  and the Loan and
Security  Agreement dated as of the date hereof between Lender and Contempo,  as
the same may be amended,  supplemented or otherwise  modified from time to time,
and the Parent Loan Agreement.

                  "Over Advance" shall have the meaning ascribed to such term in
Section 2.7.

                  "Overdraft  Loan" shall have the meaning ascribed to such term
in Section 2.6.

                  "Parent" -- see Recitals.

                  "Parent Loan Agreement"  means the Second Amended and Restated
Loan and  Security  Agreement  between  Lender and  Parent  dated as of the date
hereof, as the same may be amended, supplemented or otherwise modified from time
to time.

                  "Participant"  shall  mean any  Person,  now or at any time or
times  hereafter,  participating  with  Lender  in the  Loans  made to  Borrower
pursuant to this Agreement or any Related Agreement.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation and
any entity succeeding to any or all of its functions under ERISA.

                  "Pension  Plan"  shall mean a "pension  plan," as such term is
defined in Section 3(2) of ERISA, which is subject to the provisions of Title IV
of ERISA  (other than a  Multiemployer  Plan) and to which  Borrower,  any other
Obligor or any ERISA  Affiliate may have any liability,  including any liability
by reason of being deemed to be a  contributing  sponsor  under  Section 4069 of
ERISA.

                  "Person"  shall  mean  any  individual,  sole  proprietorship,
partnership,  joint venture, trust,  unincorporated  organization,  association,
corporation,  institution,  entity, or government  (whether  national,  federal,
state, county, city, municipal or otherwise,  including, without limitation, any
instrumentality, division, agency, body or department thereof).

                  "Reference Rate" shall mean, at any time, the rate of interest
then most  recently  announced by Lender at Chicago,  Illinois as its  reference
rate (of which  announcements  Lender shall give notice  promptly to  Borrower).
Each change in the interest  rate on any Loan shall take effect on the effective
date of the change in the Reference Rate.

                  "Refinancing Fee" shall have the meaning ascribed to such term
in Section 2.13.



                                      -11-

<PAGE>




                  "Related  Agreement"  shall mean any agreement,  instrument or
document (including, without limitation, notes, guarantees,  mortgages, deeds of
trust, chattel mortgages,  pledges, powers of attorney,  consents,  assignments,
contracts,   notices,   security  agreements,   leases,   financing  statements,
subordination agreements, trust account agreements and all other written matter)
heretofore,  now,  or  hereafter  delivered  to  Lender  with  respect  to or in
connection  with or pursuant to this  Agreement or any of the  Liabilities,  and
executed by or on behalf of Borrower,  Parent,  Delaware,  Contempo or any other
Obligor.

                  "Related   Party"   shall  mean  any  Person   (other  than  a
Subsidiary) (i) which directly or indirectly through one or more  intermediaries
controls,  or is controlled by, or is under common control with, Borrower,  (ii)
which  beneficially  owns or  holds  ten  percent  (10%)  or more of the  equity
interest of Borrower or (iii) ten percent  (10%) or more of the equity  interest
of which is  beneficially  owned or held by Borrower or a  Subsidiary.  The term
"control" means the possession,  directly or indirectly,  of the power to direct
or cause the  direction  of the  management  and  policies of a Person,  whether
through the ownership of voting securities, by contract or otherwise.

                  "Revolving  Credit Amount" shall have the meaning  ascribed to
such term in Supplement A.

                  "Revolving  Loan" shall have the meaning ascribed to such term
in Section 2.1.1.

                  "Revolving Loan Availability" shall mean the lesser of (a) the
Revolving Credit Amount and (b) the Borrowing Base.

                  "Revolving  Note" shall have the meaning ascribed to such term
in Section 2.5.

                  "Siemens"  means an Account Debtor of the Borrower with one of
the  following  names (as derived  from the books and records of the  Borrower):
"Siemens Medical Systems,  Electromedical",  "Siemens Physiological  Recording",
"Siemens  Burdick",  "Siemens  Electric Ltd.",  "Siemens  Hearing  Instruments",
"Siemens Infusion Systems",  "Siemens Medical Labs",  "Siemens Medical Systems",
"Siemens  Medical  Systems - EM",  "Siemens  Medical  Systems,  Inc.",  "Siemens
Medical   Systems\Ultrasound",   "Siemens  Nuclear  Group",   "Siemens  Oncology
Systems",  "Siemens Pelton & Crane",  "Siemens Quantum,  Inc." or "Siemens Solar
Instruments".

                  "Subsidiary"  shall  mean  any  Person  of  which  or in which
Borrower and its other  Subsidiaries  own directly or indirectly  50% or more of
(i) the  combined  voting power of all classes of stock  having  general  voting
power under ordinary circumstances to elect a majority of the board of directors
of such Person, if it is a



                                      -12-

<PAGE>



corporation, (ii) the capital interest or profits interest of such Person, if it
is a  partnership,  joint  venture  or  similar  entity or (iii) the  beneficial
interest of such Person, if it is a trust,  association or other  unincorporated
organization.

                  "Supplemental  Documentation"  shall have the meaning ascribed
to such term in Section 3.5.

                  "Taxes"   with   respect  to  any  Person  shall  mean  taxes,
assessments  or other  governmental  charges or levies imposed upon such Person,
its income or any of its properties, franchises or assets.

                  "Termination  Date"  shall mean  August 31, 1996 or such later
date to which the Termination Date may be extended pursuant to Section 11.7.

                  "Third Party Collateral" shall mean any property of any Person
other than Borrower which secures payment or performance of any Liabilities.

                  "Trade  Accounts  Payable"  of any  Person  shall  mean  trade
accounts payable of such Person with a scheduled maturity of not greater than 90
days incurred in the ordinary course of such Person's business.

                  "UCC" shall mean the Uniform  Commercial  Code as in effect in
the State of Illinois, and any successor statute,  together with any regulations
thereunder,  in each case as in effect from time to time. References to sections
of the UCC shall be construed to also refer to any successor sections.

         1.2  Other  Definitional  Provisions.  Unless  otherwise  defined or
the context otherwise  requires,  all financial and accounting terms used herein
or in any certificate or other document made or delivered  pursuant hereto shall
be defined in accordance with GAAP. Unless otherwise defined therein,  all terms
defined in this Agreement shall have the defined  meanings when used in any Note
or in any certificate or other document made or delivered pursuant hereto. Terms
used in this  Agreement  which are defined in any  Supplement or Exhibit  hereto
shall, unless the context otherwise  indicates,  have the meanings given them in
such Supplement or Exhibit. Other terms used in this Agreement shall, unless the
context  indicates  otherwise,  have the meanings provided for by the UCC to the
extent the same are used or defined therein.

         1.3  Interpretation of Agreement.  A Section, an Exhibit or a
Schedule  is,  unless  otherwise  stated,  a reference to a section  hereof,  an
exhibit hereto or a schedule  hereto,  as the case may be. Section captions used
in this Agreement are for convenience only and shall not affect the construction
of this Agreement. The words



                                      -13-

<PAGE>



"hereof,"  "herein,"  "hereto" and  "hereunder" and words of similar import when
used  in  this  Agreement  refer  to this  Agreement  as a whole  and not to any
particular  provision of this  Agreement.  Reference to "this  Agreement"  shall
include the provisions of Supplement A.

         1.4      Compliance with Financial Restrictions.  Compliance with
each of the financial ratios and restrictions  contained herein shall, except as
otherwise  provided herein,  be determined in accordance with GAAP  consistently
followed.

2.       LOANS; OTHER MATTERS.

         2.1      Loans.

                  2.1.1  Revolving Loans.

                           (a)  Subject  to the  terms  and  conditions  of this
                  Agreement and the Related Agreements, and in reliance upon the
                  warranties  of  Borrower  set forth  herein and in the Related
                  Agreements,  Lender  agrees  to make  such  loans or  advances
                  (individually  each a "Revolving  Loan" and  collectively  the
                  "Revolving  Loans")  from time to time before the  Termination
                  Date to Borrower as Borrower may from time to time request, up
                  to but not in  excess  (at any one  time  outstanding)  of the
                  Revolving Loan  Availability.  Revolving  Loans made by Lender
                  may be repaid and, subject to the terms and conditions hereof,
                  reborrowed to but not including  the  Termination  Date unless
                  the  Credit   extended   under  this  Agreement  is  otherwise
                  terminated as provided in this Agreement.

                           (b) In the event the aggregate  outstanding principal
                  balance of the  Revolving  Loans  exceeds the  Revolving  Loan
                  Availability,  Borrower  shall,  unless Lender shall otherwise
                  consent,  without  notice or  demand of any kind,  immediately
                  make such repayments of the Revolving Loans or take such other
                  actions as shall be necessary to eliminate such excess.

                           (c) All Revolving  Loans  hereunder  shall be paid by
                  Borrower  on  the  Termination  Date,  unless  payable  sooner
                  pursuant  to the  provisions  of this  Agreement,  but may, at
                  Borrower's election, be repaid in whole or in part at any time
                  prior to such date without premium or penalty.

                  2.1.2 Reduction of Revolving  Credit Amount.  Borrower may, at
         any time,  on at least three (3) Banking  Days'  prior  written  notice
         received by Lender,  permanently  reduce the Revolving  Credit  Amount;
         provided, however, that concurrently with any such reduction,  Borrower
         shall pay to Lender the



                                      -14-

<PAGE>



         amount,  if any, as is  necessary to reduce the  outstanding  principal
         balance of all Revolving Loans to such reduced Revolving Credit Amount.

                  2.1.3 Maximum  Outstanding  Loans.  Notwithstanding  any other
         provision  of  this  Agreement,  the  aggregate  outstanding  principal
         balance  of all Loans  shall not exceed the  Revolving  Credit  Amount;
         provided,  however,  that the  foregoing  shall  not limit the right of
         Lender  to  advance   Revolving  Loans  to  Borrower  pursuant  to  the
         provisions of Section 5.5, 5.6 or 5.22 of the Parent Loan Agreement (as
         incorporated herein by reference) or Section 3.2(c), 7.4, 11.3, 11.4 or
         any other  provision of this  Agreement or any Related  Agreement  that
         permits Lender to advance Loans to Borrower.

                  2.1.4  Assumption.  Borrower and Lender agree that $340,469.00
         of the principal  balance of the "Revolving Loans" under and as defined
         in the Original Loan Agreement  outstanding as of the date hereof shall
         constitute  Revolving  Loans  hereunder as of the Closing  Date. To the
         extent of such loans,  Borrower hereby  absolutely and  unconditionally
         assumes  and affirms all of the  "Liabilities"  of Parent  under and as
         defined in the Original Loan  Agreement  (the  "Assumed  Liabilities").
         Borrower hereby agrees to pay and perform the Assumed  Liabilities with
         the same  effect  and to the same  extent  (as  modified  hereby) as if
         Borrower had been the original primary obligor  thereof.  To the extent
         of the  Assumed  Liabilities,  this  Agreement  shall be deemed to be a
         partial  amendment and  restatement  of the terms and provisions of the
         Original Loan Agreement.  Nothing  contained in this Agreement shall be
         construed  to release,  cancel,  terminate,  impair the  priority of or
         otherwise  affect  adversely  all or any  part of the  Indebtedness  of
         Parent  assumed by Borrower  hereunder or the Lien of Lender granted in
         respect  thereof.  Nothing herein shall deem the Indebtedness of Parent
         to have been paid,  extinguished or novated and the Assumed Liabilities
         shall remain outstanding and unpaid on the Closing Date.

         2.2 Loan Account;  Demand Deposit  Account.  Lender shall  establish or
cause to be  established  on its books in  Borrower's  name one or more accounts
(each a "Loan  Account") to evidence Loans made to Borrower.  Lender will credit
or cause to be credited  to a  commercial  account  ("Demand  Deposit  Account")
maintained by Borrower at Lender's 231 South LaSalle Street,  Chicago,  Illinois
office the amount of any sums advanced as Loans hereunder.  Any amounts advanced
as Loans  hereunder  which are credited to Borrower's  Demand  Deposit  Account,
together with any other amounts  advanced to Borrower as a Loan pursuant to this
Agreement,  will be  debited to the  applicable  Loan  Account  and result in an
increase in the principal balance outstanding in such Loan Account in the amount
thereof.



                                      -15-

<PAGE>




         2.3      Interest and Fees.

                  2.3.1 Interest on Revolving Loans. The unpaid principal amount
         of each  Revolving Loan shall bear interest until maturity at the rates
         applicable  to  Revolving  Loans  indicated  in  Supplement  A.  If any
         Revolving  Loan or  portion  thereof  is not paid when due,  whether by
         acceleration or otherwise,  the entire unpaid  principal  amount of the
         Revolving  Loans  shall bear  interest  thereafter  until such  overdue
         amount is paid in full at the  Default  Rate  applicable  to  Revolving
         Loans  indicated  in  Supplement  A. Until  maturity,  interest  on the
         Revolving  Loans shall be paid by Borrower on the date(s)  indicated in
         Supplement  A,  and  at  such  maturity.  After  maturity,  whether  by
         acceleration or otherwise, accrued interest shall be payable on demand.

                  2.3.2 Nonuse Fee. Borrower agrees to pay to Lender a fee equal
         to one-half  of one percent  (0.5%) per annum on the product of (x) the
         daily  average  amount  by which  $5,400,000  exceeds  the  outstanding
         principal balance of the Revolving Loans hereunder plus the outstanding
         principal  amount  of  the  "Revolving  Loans"  under  the  Other  Loan
         Agreements  times (y) .20.  Such fee shall be payable in arrears on the
         last day of each Fiscal Quarter, and on the date the Credit terminates,
         in each case for the period then ended.

                  2.3.3 Method of Calculating Interest and Fees. Interest on the
         unpaid  principal  amount of each Loan shall accrue from and  including
         the date such Loan is made to, but not including, the date such Loan is
         paid.  Interest and any fees shall be calculated on the basis of a year
         consisting  of  360  days  and  paid  for  actual  days  elapsed.   All
         determinations by Lender of the rate of interest applicable to any Loan
         shall be rebuttable  presumptive  evidence of the  applicable  interest
         rate for such Loan.

                  2.3.4 Payment of Interest and Fees. Lender may provide for the
         payment of any unpaid  accrued  interest  and any fees by charging  the
         Demand Deposit Account or any other bank account maintained by Borrower
         with Lender.

         2.4      Requests for Loans; Borrowing Base Certificates; Other
Information.

                  (a) Loans  shall be  requested  in  writing  or by  telephone,
         except for  Overdraft  Loans and  Revolving  Loans made pursuant to the
         provisions of Section 5.5, 5.6 or 5.22 of the Parent Loan Agreement (as
         incorporated  herein by reference) or Section 3.2(c), 7.4, 11.3 or 11.4
         or any other provision of this Agreement  (other than Section 2.1.1) or
         any Related



                                      -16-

<PAGE>



         Agreement that permits Lender to advance Revolving Loans to Borrower.

                  (b) In the event that Borrower shall at any time, or from time
         to time,  (i) make a request for a Loan  hereunder or (ii) be deemed to
         have  requested an Overdraft  Loan,  Borrower  agrees to provide Lender
         with such information, as soon as practicable after a request therefor,
         at such  frequency  and in such format,  as is  reasonably  required by
         Lender,  such information to be current as of the time such information
         is provided.

                  (c)  Borrower  further  agrees to  provide to Lender a current
         Borrowing  Base  Certificate  at the end of each week and at such other
         times  as  Lender  may  reasonably  request.  On  each  Borrowing  Base
         Certificate,  determinations  as to eligibility  and  ineligibility  of
         collateral  shall  be made as of the same  time.  Such  Borrowing  Base
         Certificate  shall  be  executed  and  certified  as  accurate  by such
         officers  or  employees  of Borrower as  Borrower  shall  designate  in
         writing  to  Lender  pursuant  to  duly  adopted   resolutions  of  the
         respective  Board of Directors of each such  company  authorizing  such
         action.

                  (d)  Borrower   shall   provide   Lender  with   documentation
         satisfactory  to  Lender  indicating  the names of those  employees  of
         Borrower  authorized by Borrower to sign Borrowing Base Certificates on
         behalf  of such  companies  and  Borrower  shall  provide  Lender  with
         documentation  satisfactory  to  Lender  indicating  the  names  of the
         employees  of  Borrower  authorized  by  Borrower  to  make  telephonic
         requests for Loans, and/or to authorize disbursement of the proceeds of
         Loans by wire  transfer or  otherwise,  and Lender shall be entitled to
         rely upon such  documentation  until notified in writing by Borrower of
         any change(s) in the names of the employees so authorized. Lender shall
         be entitled to act on the instructions of anyone identifying himself as
         one of the persons authorized to request Loans or disbursements of Loan
         proceeds by telephone  and Borrower  shall be bound thereby in the same
         manner as if the person were actually so authorized. Borrower agrees to
         indemnify and hold Lender harmless from and against any and all claims,
         damages, liabilities,  losses, costs and expenses (including Attorneys'
         Fees) which may arise or be created by the  acceptance of  instructions
         for making or paying Loans by wire  transfer or  telephone,  except for
         those claims, damages, liabilities,  losses, costs and expenses arising
         from Lender's gross negligence or willful misconduct.

         2.5 Notes.  The Revolving Loans shall be evidenced by a promissory note
(herein,  as it may from time to time be  supplemented,  extended  or  replaced,
called the "Revolving  Note")  substantially in the form set forth in Exhibit C,
with appropriate



                                      -17-

<PAGE>



insertions,  dated  the date  hereof,  payable  to the  order of  Lender  on the
Termination  Date.  Borrower hereby  irrevocably  authorizes  Lender to make (or
cause to be made)  appropriate  notations on the grid  attached to the Revolving
Note (or on a continuation  of such grid attached to the Revolving Note and made
a part thereof),  which notations, if made, shall evidence, inter alia, the date
and outstanding  principal amount of all Revolving Loans evidenced thereby.  Any
such  notations on such grid (and on any  continuation  thereof)  indicating the
outstanding principal amount of Revolving Loans shall be rebuttable  presumptive
evidence of the principal  amount  thereof owing and unpaid,  but the failure to
record any such amount on such grid (or on such continuation) shall not limit or
otherwise  affect the  obligations of Borrower  hereunder or under the Revolving
Note to make payments of principal of or interest on such  Revolving  Loans when
due.  Upon  request by  Borrower to Lender (but not more than once in any 90-day
period),  Lender will furnish  Borrower with a photocopy of the grid attached to
the Revolving Note.

         2.6 Overdraft Loans. Lender, in its sole and absolute  discretion,  and
subject to the terms hereof,  may make a Revolving Loan to Borrower in an amount
equal to the  amount of any  overdraft  which may from time to time  exist  with
respect to the Demand  Deposit  Account or any other bank account which Borrower
may now or hereafter have with Lender. The existence of any such overdraft shall
be deemed to be a request by Borrower for such Loan. Borrower  acknowledges that
Lender is under no duty or  obligation to make any Loan to Borrower to cover any
overdraft. Borrower further agrees that an overdraft shall constitute a separate
Loan under this Agreement (an "Overdraft Loan"), which shall bear, from the date
on which the overdraft  occurred until paid,  interest in an amount equal to the
greater of (x) 130% of the  highest  rate of  interest  then  charged  for Loans
(other than  Overdraft  Loans) made hereunder and (y) $50.00 per day. If Lender,
in its sole and absolute discretion, decides not to make a Loan to cover part or
all of any  overdraft,  Lender  may  return  any  check(s)  which  created  such
overdraft.

         2.7 Over Advances.  Lender,  in its sole and absolute  discretion,  may
make  Revolving  Loans to  Borrower  in  amounts  which  cause  the  outstanding
principal   balance  of  the  Revolving  Loans  to  exceed  the  Revolving  Loan
Availability  or  otherwise  permit  the  outstanding  principal  balance of the
Revolving  Loans to at any time exceed the Revolving Loan  Availability,  and no
such event or  occurrence  shall cause or  constitute  a waiver by Lender of its
right to refuse  to make any  further  Revolving  Loans at any time that an Over
Advance  exists  or would  result  therefrom.  During  any  period  in which the
aggregate  outstanding  Revolving Loans exceeds the Revolving Loan  Availability
(such excess Liabilities are herein referred to as "Over Advances"),  the amount
of Over Advances shall



                                      -18-

<PAGE>



bear  interest  at a rate equal to 130% of the  highest  rate of  interest  then
charged for Revolving Loans made hereunder.

         2.8 All Loans One  Obligation.  The Revolving Loans and all other Loans
under this Agreement shall  constitute one Loan, and all  Indebtedness and other
Liabilities  of Borrower to Lender under this  Agreement  and any of the Related
Agreements shall constitute one general  obligation  secured by Lender's Lien on
all of the  Collateral  and  Third  Party  Collateral  and  by all  other  Liens
heretofore,  now, or at any time or times  hereafter  granted by Borrower or any
other  Obligor to Lender.  Borrower  agrees that all of the rights of Lender set
forth in this Agreement shall apply to any modification of or supplement to this
Agreement,  any  Supplements  or Exhibits  hereto,  and the Related  Agreements,
unless otherwise agreed in writing.

         2.9  Making of Payments; Application of Collections; Charging
of Accounts.

                  (a) All payments  hereunder  shall be made without  set-off or
         counterclaim and shall be made to Lender in immediately available funds
         (except as Lender may otherwise  consent) prior to 12:30 p.m.,  Chicago
         time,  on the date  due at its  office  at 231  South  LaSalle  Street,
         Chicago, Illinois 60697, or at such other place as may be designated by
         Lender to Borrower in writing.  Any payments  received  after such time
         shall be deemed received on the next Banking Day.  Whenever any payment
         to be made  hereunder  or under any Note shall be stated to be due on a
         date other than a Banking Day,  such  payment  shall be due on the next
         succeeding Banking Day, and such extension of time shall be included in
         the calculation of interest and any fees.

                  (b) Borrower authorizes Lender to, and Lender will, subject to
         the  provisions of this  paragraph  (b), apply the whole or any part of
         any  amounts  received by Lender  (whether  deposited  in the  Assignee
         Deposit  Account of Borrower or otherwise  received by Lender) from the
         collection of items of payment and proceeds of any  Collateral or Third
         Party Collateral  (whether received upon any sale or other distribution
         of  Collateral  or Third  Party  Collateral  by Lender  or  otherwise),
         against the  principal of and/or  interest on any Loans made  hereunder
         and/or any other Liabilities, whether or not then due, in such order of
         application as Lender may  determine,  unless such payments or proceeds
         are, in Lender's  sole and absolute  discretion,  released to Borrower;
         provided,  however,  so long  as no  Event  of  Default  exists  and is
         continuing,  any such  amounts  received by Lender  shall be applied as
         follows:  first,  to payment of amounts  then due with  respect to fees
         (including Attorneys' Fees), charges and expenses for which Borrower or
         any other Obligor is liable



                                      -19-

<PAGE>



         pursuant to this  Agreement  and the  Related  Agreements;  second,  to
         payment of amounts  then due with  respect  to  interest  on the Loans;
         third,  to payment of amounts then due with respect to principal of the
         Loans;  fourth,  to repayment of the  Revolving  Loans;  and fifth,  to
         payment of the Guaranteed Obligations then due and owing; and provided,
         further, that no checks, drafts or other instruments received by Lender
         shall  constitute final payment to Lender unless and until such item of
         payment has actually  been  collected.  All items or amounts  which are
         delivered  to Lender by or on behalf of  Borrower or any Obligor or any
         Account  Debtor on account of partial or full  payment or  otherwise as
         proceeds of any of the Collateral or Third Party Collateral  (including
         any items or  amounts  which may have been  deposited  to the  Assignee
         Deposit  Account)  may from time to time in Lender's  sole and absolute
         discretion  be released  to  Borrower  or be applied by Lender  towards
         payment of the Liabilities, whether or not then due, in accordance with
         the  preceding  sentence.  Notwithstanding  anything  to  the  contrary
         herein,  (i) solely for purposes of  determining  the  occurrence of an
         Event of  Default,  all cash,  checks,  instruments  and other items of
         payment shall be deemed received upon actual receipt by Lender,  unless
         the same is subsequently dishonored for any reason whatsoever, (ii) for
         purposes  of   determining   whether,   under  Section  2.1,  there  is
         availability for Loans, all cash,  checks,  instruments and other items
         of  payment  shall be  applied  against  the  Liabilities  on the first
         Banking  Day after  receipt  thereof  by Lender  and (iii)  solely  for
         purposes  of  interest   calculation   hereunder,   all  cash,  checks,
         instruments  and other  items of  payment  shall be deemed to have been
         applied against the Liabilities on the second Banking Day after receipt
         by Lender of available funds with respect thereto.

                  (c) Borrower hereby  authorizes  Lender to, and Lender may, in
         its sole and absolute  discretion,  charge to Borrower at any time when
         due all or any  portion  of any of the  Liabilities  including  but not
         limited to any  Attorneys'  Fees and other costs and expenses of Lender
         for which Borrower or any other Obligor is liable pursuant to the terms
         of this  Agreement  or any Related  Agreement,  by charging  Borrower's
         Demand  Deposit  Account or any other bank  account  of  Borrower  with
         Lender;  provided,  however, that the provisions of this Section 2.9(c)
         shall not affect the obligation of Borrower or any other Obligor to pay
         when due all amounts payable by such Person under this  Agreement,  any
         Note or any  Related  Agreement,  whether  or not there are  sufficient
         funds  therefor  in the Demand  Deposit  Account or any such other bank
         account of Borrower.  So long as no Event of Default or Default exists,
         Lender shall use reasonable  efforts to give Borrower  prompt notice of
         Liabilities  paid by  charging  such  Demand  Deposit  Account or other
         account (but failure to give such



                                      -20-

<PAGE>



         notice shall not impose any liability on Lender or relieve
         Borrower of any of its obligations).

         2.10  Lender's  Election  Not to Enforce.  Notwithstanding  any term or
condition of this  Agreement to the contrary,  Lender,  in its sole and absolute
discretion,  at any time and from time to time,  may  suspend  or  refrain  from
enforcing any or all of the restrictions  imposed in this Section 2, but no such
suspension or failure to enforce shall impair any right or power of Lender under
this Agreement,  including,  without limitation,  any right of Lender to refrain
from making a Loan if all conditions  precedent to Lender's obligation to making
such Loan have not been satisfied.

         2.11  Reaffirmation.  Each Loan requested by Borrower  pursuant to this
Agreement shall constitute an automatic certification by Borrower to Lender that
(i) all of the representations and warranties of Borrower, Parent and each other
Obligor  in this  Agreement  and  each of the  Related  Agreements  are true and
correct on the date of such  request to the same extent as if made on such date,
except for such changes as are specifically  permitted  hereunder (or under such
Related  Agreement) and (ii)  immediately  before and after making the requested
Loan, no Event of Default or Default then exists or would result therefrom.

         2.12 Setoff.  In addition to and not in  limitation of all other rights
and remedies  (including other rights of offset or banker's lien) that Lender or
any other holder of any Note may have under applicable law, Lender or such other
holder shall,  upon the occurrence of any Event of Default  described in Section
6.1 and during the  continuance  thereof,  or upon the occurrence of any Default
described in Section 6.1(e) and during the continuance  thereof,  have the right
to appropriate and apply to the payment of the Liabilities  (whether or not then
due), in such order of application as Lender or such other holder may elect, any
and all  balances,  credits,  deposits  (general  or  special,  time or  demand,
provisional  or final),  accounts or moneys of Borrower then or thereafter  with
Lender or such  other  holder.  Lender  shall  use  reasonable  efforts  to give
Borrower  prompt notice of any  appropriation  and  application  pursuant to the
preceding  sentence  (but  failure  to give such  notice  shall not  impose  any
liability on Lender or relieve Borrower of any of its obligations).

         2.13 Refinancing  Fee.  Borrower shall pay Lender a Refinancing Fee (as
hereinafter defined) from time to time if Borrower shall obtain any Indebtedness
or equity contributions (other than from any other Obligor or Contempo Amsterdam
except if such Indebtedness or equity contribution is funded with funds obtained
by such other  Obligor or Contempo  Amsterdam  from a non-  Obligor  (other than
Lender))  after  the date  hereof  and  Borrower  shall at any  time  cause  the
Revolving  Credit  Amount to be  permanently  reduced  with the proceeds of such
Indebtedness or



                                      -21-

<PAGE>



equity contributions.  As used in this Section,  "Refinancing Fee" shall mean an
amount  equal to the amount of the  reduction  in the  Revolving  Credit  Amount
caused with such proceeds, multiplied by .0125.

         2.14  Closing Fee.  Borrower agrees to pay to Lender a closing
fee of $15,000 on the Closing Date.  With Lender's consent, the
amount of such closing fee due may be advanced to Borrower as a
Revolving Loan.

3.       COLLATERAL.

         3.1 Grant of  Security  Interest.  As  security  for the payment of all
Loans now or hereafter  made by Lender to Borrower  hereunder or under any Note,
as security  for the  payment or other  satisfaction  of all other  Liabilities,
Borrower hereby confirms the continued  effectiveness of the grant of a security
interest  contained in the Original Security Agreement and hereby further grants
to Lender a security  interest in and to the  following  property  of  Borrower,
whether now owned or existing,  or hereafter  acquired or coming into existence,
wherever now or hereafter located (all such property is hereinafter  referred to
collectively as the "Collateral"):

                  (a)      Accounts Receivable;

                  (b)      Equipment and Fixtures;

                  (c)      Inventory;

                  (d)      General Intangibles (including all rights of
         Borrower with respect to all amounts now or hereafter from
         time to time loaned or advanced by Borrower to any
         Subsidiary);

                  (e)      Contract Rights and documents of title;

                  (f) All chattel paper and instruments evidencing,  arising out
         of or relating to any  obligation  to Borrower for goods sold or leased
         or services  rendered,  or otherwise  arising out of or relating to any
         property described in clauses (a) through (e) above;

                  (g)  Any and  all  balances,  credits,  deposits  (general  or
         special, time or demand,  provisional or final),  accounts or monies of
         or in the name of Borrower now or hereafter  with Lender,  any agent or
         bailee for  Lender,  or any  Participant,  and any and all  property of
         every  kind  or  description  of or in  the  name  of  Borrower  now or
         hereafter,  for any reason or purpose whatsoever,  in the possession or
         control of, or in



                                      -22-

<PAGE>



         transit to, or standing to Borrower's credit on the books of,
         Lender, any agent or bailee for Lender, or any Participant;

                  (h) All interest of Borrower in any goods the sale or lease of
         which shall have given or shall give rise to, and in all guaranties and
         other  property  securing  the  payment of or  performance  under,  any
         Accounts  Receivable,  General  Intangibles,  Contract  Rights,  or any
         chattel paper or instru-
         ments referred to in clause (f) above;

                  (i) Any and all other  property  of  Borrower,  of any kind or
         description  (including  but not limited to real  estate of  Borrower),
         including,  without  limitation,  any property of Borrower subject to a
         separate mortgage, pledge or security interest in favor of Lender or in
         which  Lender now or  hereafter  has or  acquires  a security  interest
         securing any Liabilities  pursuant to an agreement or instrument  other
         than this Agreement;

                  (j)      All replacements, substitutions, additions or
         accessions to or for any of the foregoing;

                  (k) To the extent related to the property described in clauses
         (a)  through  (j)  above,  all  books,  correspondence,  credit  files,
         records,  invoices and other papers and documents,  including,  without
         limitation,  to the extent so related, all tapes, cards, computer runs,
         computer  programs and other papers and documents in the  possession or
         control of Borrower or any computer bureau from time to time acting for
         Borrower,  and, to the extent so  related,  all rights in, to and under
         all  policies  of  insurance,  including  claims of rights to  payments
         thereunder and proceeds therefrom, including any credit insurance; and

                  (l) All products and  proceeds  (including  but not limited to
         any  Accounts  Receivable  or other  proceeds  arising from the sale or
         other  disposition of any  Collateral,  any returns of any Equipment or
         Inventory sold by Borrower,  and the proceeds of any insurance covering
         any of the Collateral) of any of the foregoing.

         3.2  Accounts Receivable.

         (a) If requested by Lender,  Borrower  shall advise Lender  promptly of
any Inventory  returned by or repossessed from any Account Debtor,  or otherwise
recovered,  shall  receive such  Inventory in trust and,  unless  instructed  to
deliver such  Inventory to Lender,  shall resell it for Lender.  If requested by
Lender,  Borrower shall notify Lender  immediately of all disputes and claims by
any Account Debtor and settle or adjust them at no expense to Lender.  If Lender
directs after the occurrence and during the



                                      -23-

<PAGE>



continuance of an Event of Default or a Default, no discount or credit allowance
shall be granted  thereafter  by  Borrower to any  Account  Debtor.  All Account
Debtor payments and all net amounts received by Lender in settlement, adjustment
or  liquidation  of any  Account  Receivable  may be  applied  by  Lender to the
Liabilities  or  credited  to  Borrower's  Demand  Deposit  Account  (subject to
collection)  with  Lender,  as Lender may deem  appropriate,  in either  case in
accordance  with Section 2.9. If requested by Lender,  Borrower will make proper
entries  in  its  books  and  records  disclosing  the  assignment  of  Accounts
Receivable to Lender.

         (b) Borrower warrants that: (i) to the best of Borrower's knowledge all
of the  Accounts  Receivable  are and will  continue  to be bona  fide  existing
obligations  created by the sale of goods,  the  rendering of  services,  or the
furnishing of other good and sufficient  consideration to Account Debtors in the
regular  course of business  and (ii) to the best of  Borrower's  knowledge  all
shipping or delivery  receipts and other documents  furnished or to be furnished
to Lender in connection therewith are and will be genuine.

         (c) Lender is hereby authorized and empowered (which  authorization and
power,  being coupled with an interest,  shall be irrevocable until the later to
occur of termination of this Agreement and the final payment and  performance in
full of all of the Liabilities) at any time in its sole and absolute discretion:

                  (1) To request,  in Borrower's  name or, after the  occurrence
         and during  the  continuance  of an Event of  Default or a Default,  in
         Lender's  name or the  name of a third  party,  confirmation  from  any
         Account  Debtor  or  party  obligated  under  or  with  respect  to any
         Collateral  of the amount  shown by the  Accounts  Receivable  or other
         Collateral to be payable, or any other matter stated therein;

                  (2) To endorse in  Borrower's  name and to collect any chattel
         paper,  checks,  notes,  drafts,  instruments or other items of payment
         tendered to or received by Lender in payment of any Account  Receivable
         or other obligation owing to Borrower;

                  (3) To notify, in Borrower's name or, after the occurrence and
         during the continuance of an Event of Default or a Default, in Lender's
         name, and/or to require Borrower to notify, any Account Debtor or other
         Person obligated under or in respect of any Collateral,  of the fact of
         Lender's  Lien  thereon  and of the  collateral  assignment  thereof to
         Lender;

                  (4) To direct, in Borrower's name or, after the occurrence and
         during the continuance of an Event of Default or a Default, in Lender's
         name, and/or to require Borrower to



                                      -24-

<PAGE>



         direct,  any  Account  Debtor  or other  Person  obligated  under or in
         respect of any  Collateral  to make  payment  directly to Lender of any
         amounts due or to become due thereunder or with respect thereto; and

                  (5) After the  occurrence  and  during the  continuance  of an
         Event of Default, to demand,  collect,  surrender,  release or exchange
         all or any part of any Collateral or any amounts due thereunder or with
         respect  thereto,  or  compromise  or extend  or renew  for any  period
         (whether or not longer than the initial  period) any and all sums which
         are now or may  hereafter  become due or owing upon or with  respect to
         any of the  Collateral,  or enforce,  by suit or otherwise,  payment or
         performance of any of the Collateral  either in Lender's own name or in
         the name of Borrower.

Under no circumstances shall Lender be under any duty to act in regard to any of
the  foregoing  matters.  The costs  relating to any of the  foregoing  matters,
including Attorneys' Fees and reasonable out-of-pocket expenses, and the cost of
any  Assignee  Deposit  Account or other bank  account or accounts  which may be
required  hereunder,  shall be borne  solely by  Borrower  whether  the same are
incurred by Lender or  Borrower,  and Lender may  advance  same to Borrower as a
Revolving Loan.

         (d) Unless otherwise consented to by Lender,  Borrower will,  forthwith
upon receipt by Borrower of all checks,  drafts,  cash and other  remittances in
payment or as proceeds of, or on account of, any of the Accounts  Receivable  or
other  Collateral,  deposit the same in a special bank  account  (the  "Assignee
Deposit  Account")  with Lender or such other bank or financial  institution  as
Lender shall consent, over which Lender alone has power of withdrawal, and will,
to the  extent  required  by  Lender,  designate  with  each  such  deposit  the
particular  Account  Receivable  or other  item of  Collateral  upon  which  the
remittance was made. Borrower  acknowledges that the maintenance of the Assignee
Deposit Account is solely for the convenience of Lender in facilitating  its own
operations and Borrower does not and shall not have any right, title or interest
in the Assignee  Deposit  Account or in the amounts at any time appearing to the
credit thereof.  Said proceeds shall be deposited in precisely the form received
except for Borrower's endorsement where necessary to permit collection of items,
which endorsement Borrower agrees to make. Pending such deposit, Borrower agrees
not to commingle any such checks, drafts, cash and other remittances with any of
its funds or property,  but will hold them separate and apart therefrom and upon
an  express  trust for Lender  until  deposit  thereof  is made in the  Assignee
Deposit Account. Upon the full and final liquidation of all Liabilities,  Lender
will pay over to Borrower  any excess  amounts  received by Lender as payment or
proceeds of Collateral, whether received by



                                      -25-

<PAGE>



Lender as a deposit in the Assignee  Deposit  Account or received by Lender as a
direct payment on any of the sums due hereunder.

         (e) Borrower  appoints Lender,  or any Person whom Lender may from time
to time  designate,  as Borrower's  attorney and agent-in- fact with power:  (i)
after the  occurrence  and during the  continuance  of an Event of  Default,  to
notify  the post  office  authorities  to change the  address  for  delivery  of
Borrower's  mail to an  address  designated  by  Lender;  (ii)  after  the event
described in the foregoing clause (i), to receive,  open and dispose of all mail
addressed  to  Borrower;  (iii) to  send,  in  Borrower's  name  or,  after  the
occurrence and during the  continuance  of an Event of Default or a Default,  in
Lender's  name or the  name of a  third  party,  requests  for  verification  of
Accounts  Receivable  or other  Collateral to Account  Debtors;  (iv) to open an
escrow account or Assignee  Deposit  Account under Lender's sole control for the
collection  of  Accounts  Receivable  or  other  Collateral,   if  not  required
contemporaneously  with the  execution  hereof;  and (v) to do all other  things
which Lender is permitted to do under this Agreement or any Related Agreement or
which are  reasonably  necessary  to carry out this  Agreement  and the  Related
Agreements.  Neither  Lender nor any of its  directors,  officers,  employees or
agents will be liable for any acts of  commission  or omission nor for any error
in judgment or mistake of fact or law,  unless the same shall have resulted from
gross  negligence or willful  misconduct.  The foregoing  appointment and power,
being coupled with an interest, shall be irrevocable until all Liabilities under
this  Agreement  are finally paid and  performed  in full and this  Agreement is
terminated.  Borrower expressly waives presentment,  demand,  notice of dishonor
and protest of all  instruments and any other notice to which it might otherwise
be entitled.

         (f) If any Account  Receivable,  Contract  Right or General  Intangible
arises out of a contract with the United States or any  department,  agency,  or
instrumentality  thereof,  Borrower will,  unless Lender shall otherwise  agree,
immediately  notify Lender in writing and execute any  instruments  and take any
steps  required  by Lender in order  that all monies due and to become due under
such  contract  shall be  assigned  to Lender  and notice  thereof  given to the
government  under the Federal  Assignment of Claims Act of 1940, as amended,  or
other  applicable laws or  regulations;  provided,  however,  that unless Lender
otherwise  requests,  until an Event of Default or a Default shall have occurred
and be continuing,  Borrower need not take any of the steps contemplated in this
paragraph with respect to any contract with a value of less than $10,000.

         (g) If any Account Receivable or Contract Right is evidenced by chattel
paper or promissory  notes,  trade  acceptances,  or other  instruments  for the
payment of money,  Borrower will,  unless Lender shall otherwise agree,  deliver
the originals of same to Lender,



                                      -26-

<PAGE>



appropriately  endorsed to Lender's  order and,  regardless  of the form of such
endorsement,  Borrower hereby expressly waives  presentment,  demand,  notice of
dishonor,  protest  and notice of protest  and all other  notices  with  respect
thereto.

         3.3      Inventory.

         (a) Unless Lender shall  otherwise  agree,  if Borrower sells Inventory
for cash, all full and partial payments  therefor shall be immediately  (and, in
any event, not later than the end of the day received)  delivered by Borrower to
Lender in their original form for deposit in the Assignee Deposit Account or for
other application to reduction of the Liabilities,  in either case in accordance
with Section 2.9. Pending such delivery, all such cash shall be held by Borrower
in trust for Lender.

         (b)  Lender  shall  not be  liable  or  responsible  in any way for the
safekeeping of any Inventory  delivered to it, to any bailee appointed by or for
it, to any warehouseman,  or under any other circumstances,  except for Lender's
gross  negligence or willful  misconduct.  Lender shall not be  responsible  for
collection of any proceeds or for losses in collected  proceeds held by Borrower
in trust for  Lender.  Any and all risk of loss for any or all of the  foregoing
shall be upon Borrower, except for such loss as shall result from Lender's gross
negligence or willful misconduct.

         (c) If requested by Lender,  Borrower shall, upon acquiring an interest
in any Inventory,  deliver to Lender a description of such  Inventory,  together
with  supplier's  invoices,  warranties,  production,  cost and other records as
Lender may request.  If requested by Lender,  Borrower  shall  deliver to Lender
schedules of the sale of any Inventory  immediately  upon its sale. Any material
change in the value or condition of any Inventory,  and any errors discovered in
any schedule or  description  delivered  to Lender,  shall be reported to Lender
immediately.  Borrower confirms that the warranties and  representations in this
Agreement shall apply to each schedule.  Borrower  represents and warrants that,
as to each schedule and description of Inventory delivered to Lender:

                  (1) The descriptions,  origins, sizes, qualities,  quantities,
         weights, and markings of all goods stated thereon, or on any attachment
         thereto, are true and correct in all material respects;

                  (2)      None of the goods are defective, of second quality,
         used, or goods returned after shipment, except where described
         as such; and

                  (3)      All Inventory not included on such schedule or
         description has been previously scheduled or described.




                                      -27-

<PAGE>



         (d) If requested by Lender,  Borrower will notify Lender immediately if
Borrower  obtains  possession  (by return,  repossession  or  otherwise)  of any
Inventory  which has been sold,  and will inform  Lender of the  identity of the
returned or repossessed Inventory,  the applicable Account Debtor and the amount
of the applicable Account Receivable.

         3.4      Equipment.

         (a)  Borrower  shall at all times keep,  and cause each  Subsidiary  to
keep,  its Equipment in good operating  condition and repair,  ordinary wear and
tear excepted,  and neither Borrower nor any Subsidiary shall, without the prior
written  consent of Lender,  sell,  lease,  or  otherwise  dispose of any of its
Equipment,  or any part thereof or interest  therein;  provided,  however,  that
without  Lender's consent (but with notice to Lender) Borrower or any Subsidiary
may dispose of obsolete or unuseful  Equipment in the ordinary  course  provided
all Equipment so disposed of by Parent and its  Subsidiaries  in any Fiscal Year
has an aggregate market value of $50,000 or less.

         (b) In the  event  any  Equipment  is sold,  transferred  or  otherwise
disposed of by Borrower or any Subsidiary,  unless Lender shall agree otherwise,
Borrower or the applicable  Subsidiary  shall deliver all of the proceeds of any
such sale, transfer or disposition to Lender,  which proceeds shall be deposited
in the Assignee  Deposit  Account or otherwise  applied to the  repayment of the
Liabilities, in either case in accordance with Section 2.9.

         (c) Borrower will,  upon request of Lender,  submit to Lender a current
listing of all Equipment of Borrower and its  Subsidiaries,  which listing shall
indicate the type, model, serial number and location of such Equipment.

         3.5 Supplemental  Documentation.  At Lender's  request,  Borrower shall
execute  and/or  deliver  to  Lender,  at any  time  or  times  hereafter,  such
agreements,  documents,  financing  statements,  warehouse  receipts,  bills  of
lading,  notices of  assignment  of Accounts  Receivable,  schedules of Accounts
Receivable assigned,  and other written matter necessary or reasonably requested
by Lender to perfect and maintain  perfected  Lender's  security interest in the
Collateral  (all  the  above is  hereinafter  referred  to as the  "Supplemental
Documentation"),  in form and substance acceptable to Lender, and pay all taxes,
fees and other  reasonable  costs and expenses  associated with any recording or
filing of the Supplemental  Documentation.  Borrower hereby  irrevocably  makes,
constitutes and appoints  Lender (and all Persons  designated by Lender for that
purpose) as  Borrower's  true and lawful  attorney  (and  agent-in-fact)  (which
appointment  and power,  being  coupled with an interest,  shall be  irrevocable
until the later to occur of  termination of this Agreement and final payment and
performance in



                                      -28-

<PAGE>



full of all of the  Liabilities)  to sign  the  name of  Borrower  on any of the
Supplemental  Documentation and to deliver any of the Supplemental Documentation
to such  Persons  as Lender,  in its sole and  absolute  discretion,  may elect.
Borrower agrees that a carbon, photographic,  photostatic, or other reproduction
of this  Agreement  or of a financing  statement  is  sufficient  as a financing
statement.

4.  REPRESENTATIONS  AND WARRANTIES.  To induce Lender to make Loans to Borrower
under this  Agreement,  Borrower  hereby  represents  and warrants to Lender the
truth and  accuracy  of all  matters  contained  in Section 4 of the Parent Loan
Agreement as from time to time in effect (or, if the Parent Loan  Agreement  has
been terminated, as in effect immediately prior to such termination), insofar as
the representations and warranties contained therein are applicable to Borrower,
each such  representation  and warranty (insofar as applicable as aforesaid) and
all other terms of the Parent Loan Agreement to which reference is made therein,
being incorporated herein by reference as though specifically set forth herein.

5. BORROWER COVENANTS.  From the date of this Agreement and thereafter until the
Credit is  terminated  and all  Liabilities  are finally paid in full,  Borrower
agrees that, unless Lender shall otherwise consent in writing,  it will perform,
comply with and be bound by all of the agreements, covenants and obligations set
forth in Section 5 of the Parent Loan  Agreement  as from time to time in effect
(or, if the Parent Loan Agreement has been terminated,  as in effect immediately
prior  to  such  termination)  which  are  applicable  to  Borrower,  each  such
agreement,  covenant  and  obligation  and all other  terms of the  Parent  Loan
Agreement  to which  reference  is made  therein  being  incorporated  herein by
reference  as  though  specifically  set  forth  herein.  Without  limiting  the
foregoing,  to the extent  that  Sections  5.5,  5.6 and 5.22 of the Parent Loan
Agreement   provide  that  Lender  may  advance   loans  to  Parent  in  certain
circumstances,  it is agreed that  Lender may make  advances to Borrower in such
circumstances if such  circumstances  exist with respect to Borrower,  with such
advances to be Revolving Loans hereunder.

6.  DEFAULT.

         6.1  Event of Default.  Each of the following shall constitute
an Event of Default under this Agreement:

                  (a)      Non-Payment.  Default in the payment, when due or
         declared due, of any of the Liabilities.

                  (b)      Non-Payment of Other Indebtedness.  Default in the
         payment when due, whether by acceleration or otherwise
         (subject to any applicable grace period), of any Indebtedness
         of, or guaranteed by, Borrower, any other Obligor or any



                                      -29-

<PAGE>



         Subsidiary  (other than (i) any  Indebtedness  under this Agreement and
         any Notes,  (ii) any Indebtedness of Parent or any Subsidiary of Parent
         to  Borrower  or  to  any  other   Subsidiary  of  Parent,   (iii)  any
         Indebtedness of Borrower to Parent or any other Subsidiary of Parent or
         (iv) Indebtedness  under the Other Loan Agreements);  provided that the
         aggregate  amount of  Indebtedness  so  affected  shall equal or exceed
         $25,000.

                  (c) Acceleration of Other Indebtedness. Any event or condition
         shall occur which  results in the  acceleration  of the maturity of any
         Indebtedness of, or guaranteed by,  Borrower,  any other Obligor or any
         Subsidiary (other than (i) any Indebtedness of Parent or any Subsidiary
         of Parent to Borrower or to any other  Subsidiary  of Parent,  (ii) the
         Indebtedness under this Agreement and any Notes, (iii) any Indebtedness
         of  Borrower  to  Parent  or any  other  Subsidiary  of  Parent or (iv)
         Indebtedness  under the Other Loan Agreements) or enables the holder or
         holders of such  other  Indebtedness  or any  trustee or agent for such
         holders  (any  required  notice of  default  having  been given and any
         applicable  grace period having  expired) to accelerate the maturity of
         such  other  Indebtedness;   provided  that  the  aggregate  amount  of
         Indebtedness  with respect to which such event or condition  shall have
         occurred shall equal or exceed $25,000.

                  (d)  Other  Obligations.  Default  in the  payment  when  due,
         whether  by  acceleration  or  otherwise,  or  in  the  performance  or
         observance  (subject to any  applicable  grace period or waiver of such
         default) of (i) any  obligation  or agreement  of  Borrower,  any other
         Obligor or any  Subsidiary to or with Lender (other than any obligation
         or agreement of Borrower hereunder and under any Related Agreement); or
         (ii) any  material  obligation  or  agreement  of  Borrower,  any other
         Obligor or any  Subsidiary  to or with any other Person (other than (x)
         any such material  obligation or agreement  constituting  or related to
         Indebtedness,   (y)  Trade  Accounts   Payable  and  (z)  any  material
         obligation  or agreement of any  Subsidiary to Borrower or to any other
         Subsidiary),  except only to the extent that the  existence of any such
         default is being  contested  by  Borrower,  such other  Obligor or such
         Subsidiary,  as the  case  may be,  in good  faith  and by  appropriate
         proceedings  and Borrower,  such other Obligor or such  Subsidiary,  as
         applicable,  shall have set aside on its books such  reserves  or other
         appropriate provisions therefor as may be required by GAAP.

                  (e)      Insolvency.  Borrower, any other Obligor or any
         Subsidiary becomes insolvent, or generally fails to pay, or
         admits in writing its inability to pay, its debts as they
         mature, or applies for, consents to, or acquiesces in the



                                      -30-

<PAGE>



         appointment  of a trustee,  receiver or other  custodian  for Borrower,
         such other Obligor or such Subsidiary, or for a substantial part of the
         property of Borrower, such other Obligor or such Subsidiary, or makes a
         general assignment for the benefit of creditors;  or, in the absence of
         such application, consent or acquiescence, a trustee, receiver or other
         custodian  is  appointed  for  Borrower,   any  other  Obligor  or  any
         Subsidiary,  or for a substantial part of the property of Borrower, any
         other  Obligor or any  Subsidiary  and is not  discharged  or dismissed
         within 60 days; or any bankruptcy,  reorganization, debt arrangement or
         other  proceeding  under  any  bankruptcy  or  insolvency  law,  or any
         dissolution  or  liquidation  proceeding,  is  instituted by or against
         Borrower,  any other Obligor or any Subsidiary  and, solely in the case
         where such proceeding shall have been instituted against Borrower, such
         Obligor  or such  Subsidiary,  such  proceeding  shall  not  have  been
         dismissed  within  60 days or an  order  for  relief  shall  have  been
         entered;  or any  warrant of  attachment  or similar  legal  process is
         issued against any  substantial  part of the property of Borrower,  any
         other Obligor or any Subsidiary.

                  (f) Pension  Plans.  The  institution by Borrower or any ERISA
         Affiliate  of steps  to  terminate  any  Pension  Plan if,  in order to
         effectuate such  termination,  Borrower or any ERISA Affiliate would be
         required to make a contribution  to such Pension Plan, or would incur a
         liability or obligation to such Pension Plan, in excess of $50,000; the
         institution  by the PBGC of steps to terminate any Pension Plan and the
         continuation of either such condition after notice thereof from Lender;
         or a  contribution  failure  occurs with  respect to any  Pension  Plan
         sufficient to give rise to a Lien under section 302(f) of ERISA.

                  (g)  Non-Compliance  With  This  Agreement.   Default  in  the
         performance  of any of  Borrower's  agreements  set forth in Section 2,
         3.2, 3.3 or 3.4 hereof or Section 5.3, 5.5, 5.6 or 5.12 through 5.30 of
         the Parent Loan Agreement (and not, in each case, constituting an Event
         of Default under any of the other subsections of this Section 6.1), and
         continuance  of such default after written  notice  thereof to Borrower
         from  Lender;  or  default  in the  performance  of  any of  Borrower's
         agreements set forth in Section 6 of Supplement A or Section 5.2 of the
         Parent Loan Agreement (and not, in each case,  constituting an Event of
         Default under any of the other  subsections  of this Section 6.1),  and
         continuance  of such  default for three (3) Banking  Days after  notice
         thereof to Borrower from Lender;  or default in the  performance of any
         of Borrower's other  agreements  herein set forth (and not constituting
         an Event of Default under any of the other  subsections of this Section
         6.1), and continuance of such default



                                      -31-

<PAGE>



         for thirty (30) days after  written  notice  thereof to  Borrower  from
         Lender.

                  (h)  Non-Compliance  With Related  Agreements.  Default in the
         performance by Borrower,  any other Obligor or any Subsidiary of any of
         its agreements set forth in any Related Agreement (and not constituting
         an Event of Default under any of the other  subsections of this Section
         6.1), and  continuance of such default after notice from Lender and the
         expiration of the grace period (if any) set forth therein.

                  (i)  Warranty.  Any  warranty  made by  Borrower  or any other
         Obligor  herein or in any Related  Agreement is untrue or misleading in
         any material respect when made or deemed made; any schedule, statement,
         report,  notice,  certificate or other writing furnished by Borrower or
         any other  Obligor to Lender is untrue or  misleading  in any  material
         respect on the date as of which the facts set forth  therein are stated
         or certified;  or any certification  made or deemed made by Borrower or
         any other  Obligor to Lender is untrue or  misleading  in any  material
         respect on or as of the date made or deemed made.

                  (j)  Litigation.  There  shall be entered  against  any one of
         Borrower,  any other Obligor or any Subsidiary one or more judgments or
         decrees  in  excess  of  $50,000  in  the  aggregate  at any  one  time
         outstanding,  excluding  those judgments or decrees (i) that shall have
         been  outstanding  less than 30 calendar days from the entry thereof or
         (ii) for and to the extent  which  Borrower,  such  Subsidiary  or such
         Obligor,  as  applicable,  is  insured  and with  respect  to which the
         insurer has assumed  responsibility in writing or for and to the extent
         which  Borrower,  such  Subsidiary or such Obligor,  as applicable,  is
         otherwise   indemnified  if  the  terms  of  such  indemnification  are
         satisfactory to Lender.

                  (k)  Validity.  If the  validity  or  enforceability  of  this
         Agreement or any Related Agreement shall be challenged by Borrower, any
         other  Obligor or any other  Person  acting  through,  or on behalf of,
         Borrower  or any other  Obligor,  or shall fail to remain in full force
         and effect.

                  (l) Conduct of Business. If Borrower, any other Obligor or any
         Subsidiary  is enjoined,  restrained  or in any way  prevented by court
         order,  which has not been dissolved or stayed within five (5) business
         days, from conducting all or any material part of its business affairs.

                  (m)      Material Adverse Change.  Lender shall have
         determined in good faith that (i) a material adverse change
         has occurred in the business, operations or financial
         condition of Borrower, any other Obligor or any Subsidiary,



                                      -32-

<PAGE>



         (ii)  Lender's  interest  in any  material  Collateral  or Third  Party
         Collateral  has been  adversely  affected  or  impaired,  or the  value
         thereof to Lender has been diminished to a material extent or (iii) the
         prospect of payment or  performance  of any  obligation or agreement of
         Borrower or any other Obligor  hereunder or under any Related Agreement
         is  materially  impaired,   and  the  condition  giving  rise  to  such
         determination  does not constitute an Event of Default under any of the
         other subsections of this Section 6.1 and continues to exist unremedied
         for a  period  of  thirty  (30)  days  after  written  notice  of  such
         determination by Lender to Borrower.

                  (n)  Other Loan Agreements.  The existence of any other
         "Event of Default" under and as defined in the Other Loan
         Agreements.

         6.2      Effect of Event of Default; Remedies.

         (a) In the  event  that one or more  Events  of  Default  described  in
Section 6.1(e) shall occur,  then Lender's  commitment  and the Credit  extended
under this Agreement shall terminate and all Liabilities hereunder and under any
Notes shall be immediately due and payable without demand, notice or declaration
of any kind whatsoever.

         (b) In the  event an Event  of  Default  other  than one  described  in
Section 6.1(e) shall occur,  then Lender may declare its  commitment  terminated
and/or all Liabilities hereunder and under any Notes immediately due and payable
without demand or notice of any kind  whatsoever,  whereupon the Credit extended
under this Agreement shall terminate and all Liabilities hereunder and under any
Notes  shall be  immediately  due and  payable.  Lender  shall  promptly  advise
Borrower  of any such  declaration,  but  failure  to do so shall not impair the
effect of such declaration.

         (c)      If any Event of Default exists and is continuing, Lender
may exercise any one or more or all of the following remedies, all
of which are cumulative and non-exclusive:

                  (1)      Any remedy contained in this Agreement or in any of
         the Related Agreements or any Supplemental Documentation;

                  (2)      Any rights and remedies available to Lender under
         the UCC and any other applicable law;

                  (3) To the extent  permitted by  applicable  law,  Lender may,
         without notice, demand or legal process of any kind, take possession of
         any or all of the Collateral and Third Party Collateral (in addition to
         Collateral and Third Party  Collateral which it may already have in its
         possession),  wherever it may be found, and for that purpose may pursue
         the



                                      -33-

<PAGE>



         same  wherever it may be found,  and may enter into any premises  where
         any of the  Collateral or Third Party  Collateral may be or is supposed
         to be, and search for, take  possession of, remove,  keep and store any
         of the  Collateral  or Third Party  Collateral  until the same shall be
         sold or otherwise disposed of, and Lender shall have the right to store
         the same in any of Borrower's premises without cost to Lender;

                  (4) At  Lender's  request,  Borrower  will (and will cause its
         Subsidiaries  to),  at  Borrower's  (or  such  Subsidiaries')  expense,
         assemble  the  Collateral  and  Third  Party  Collateral  and  make  it
         available  to Lender at a place or  places to be  designated  by Lender
         which is reasonably convenient to Lender and Borrower; and

                  (5) Lender at its option,  and pursuant to notification  given
         to Borrower  (or any other  applicable  Obligor) as provided for below,
         may  sell  any  Collateral  or  Third  Party  Collateral   actually  or
         constructively  in its  possession  at public or private sale and apply
         the proceeds thereof as provided below.

7.       ADDITIONAL PROVISIONS REGARDING COLLATERAL AND LENDER'S RIGHTS.

         7.1 Notice of Disposition of Collateral.  Any  notification of intended
disposition of any of the Collateral  required by law shall be deemed reasonably
and  properly  given if  given at least  ten  (10)  calendar  days  before  such
disposition.

         7.2 Application  of  Proceeds  of  Collateral.  Any  proceeds  of  any
disposition  by Lender of any of the  Collateral may be applied by Lender to the
payment of  expenses  in  connection  with the taking  possession  of,  storing,
preparing for sale, and disposition of Collateral, including Attorneys' Fees and
legal expenses, and any balance of such proceeds may be applied by Lender toward
the payment of such of the  Liabilities,  and in such order of  application,  as
Lender may from time to time elect.

         7.3 Care of  Collateral.  Lender  shall  be  deemed  to have  exercised
reasonable  care  in the  custody  and  preservation  of any  Collateral  in its
possession  if it takes such  action for that  purpose as  Borrower  requests in
writing, but failure of Lender to comply with such request shall not, of itself,
be deemed a failure to  exercise  reasonable  care,  and no failure of Lender to
preserve or protect any rights with  respect to such  Collateral  against  prior
parties,  or to do any act with respect to the  preservation  of such Collateral
not so requested by Borrower,  shall be deemed a failure to exercise  reasonable
care in the custody or preservation of such Collateral.




                                      -34-

<PAGE>



         7.4 Performance of Borrower's Obligations. Lender shall have the right,
but shall not be obligated,  to discharge any claims  against or Liens,  and any
Taxes at any time  levied  or  placed  upon  any or all  Collateral,  including,
without limitation, those arising under statute or in favor of landlords, taxing
authorities,  government,  public  and/or  private  warehousemen,  common and/or
private carriers,  processors,  finishers,  draymen, coopers, dryers, mechanics,
artisans,  laborers,  attorneys,  courts,  or  others.  Lender  may also pay for
maintenance and preservation of Collateral. Lender may, but is not obligated to,
perform or fulfill any of Borrower's responsibilities under this Agreement which
Borrower  has failed to perform or fulfill.  Lender may advance to Borrower as a
Revolving Loan any payment made or expense incurred by Lender under this Section
7.4.

         7.5 Lender's Rights. None of the following shall affect the obligations
of Borrower to Lender under this Agreement or Lender's right with respect to the
remaining  Collateral or any Third Party Collateral (any or all of which actions
may be taken by Lender at any time, whether before or after an Event of Default,
at its sole and absolute discretion and without notice to Borrower):

                  (a)  acceptance  or retention  by Lender of other  property or
         interests in property as security for the Liabilities, or acceptance or
         retention of any Obligor(s),  in addition to Borrower,  with respect to
         any of the Liabilities;

                  (b) release of its security  interest in, or the  surrender or
         release of, or the  substitution or exchange of or for, all or any part
         of the  Collateral or any Third Party  Collateral or any other property
         securing  any of the  Liabilities  (including  but not  limited  to any
         property of any  Obligor  other than  Borrower),  or any  extension  or
         renewal  for  one or more  periods  (whether  or not  longer  than  the
         original period), or release,  compromise,  alteration or exchange,  of
         any  obligations  of any guarantor or other Obligor with respect to any
         Collateral, any Third Party Collateral or any such property;

                  (c)  extension or renewal for one or more periods  (whether or
         not  longer  than  the  original  period),   or  release,   compromise,
         alteration  or  exchange  of any  of the  Liabilities,  or  release  or
         compromise of any  obligation of any Obligor with respect to any of the
         Liabilities; or

                  (d)  failure by Lender to resort to other  security  or pursue
         any Person liable for any of the  Liabilities  before  resorting to the
         Collateral or Third Party Collateral.




                                      -35-

<PAGE>



8.       CONDITIONS PRECEDENT; DELIVERY OF DOCUMENTS AND OTHER MATTERS.

         8.1 Conditions Precedent.  The effectiveness of this Agreement (and the
obligation of Lender to make any Loan  hereunder on the date of this  Agreement)
is subject to satisfaction of the following conditions precedent (in addition to
those provided in Section 8.2):

                  8.1.1  Security   Interest.   The  security  interest  in  the
         Collateral granted under this Agreement and the Related Agreements, and
         in any Third Party  Collateral and all other Liens granted to Lender to
         secure the  Liabilities,  shall be a senior,  perfected  Lien except as
         otherwise  agreed by Lender,  and all  financing  statements  and other
         documents  relating to Collateral and Third Party Collateral shall have
         been filed or recorded, as appropriate.

                  8.1.2 Blocked Account; Lock Box. Borrower and its Subsidiaries
         shall have entered into blocked account and/or lock box agreements with
         Lender for the  collection and remittance to Lender of cash proceeds of
         Collateral and Third Party Collateral.

                  8.1.3 Effect of Law. No law or regulation  affecting  Lender's
         entering  into this  Agreement  shall  impose upon Lender any  material
         obligation, fee, liability, loss, cost, expense or damage.

                  8.1.4  Other Loan Agreements.  The Other Loan Agreements
         shall have become effective in accordance with their terms.

                  8.1.5  Fees.  Lender  shall  have  received  the  closing  fee
         referred to in Section  2.14 and any other fees then due and payable by
         Borrower or any other Person hereunder or in connection herewith.

                  8.1.6  Documents.  Lender  shall  have  received  all  of  the
         following,  each duly executed  where  appropriate  and dated as of the
         Closing Date (or such other date as shall be  satisfactory  to Lender),
         in form and substance satisfactory to Lender:

                  (a) Resolutions. A copy, duly certified by the secretary or an
         assistant  secretary of Borrower and each Subsidiary party to a Related
         Agreement,  of: (1)  resolutions  of the Board of Directors of Borrower
         and each such  Subsidiary  authorizing  (A) the  borrowings by Borrower
         hereunder, (B) the execution,  delivery and performance by Borrower and
         each such Subsidiary of this Agreement and each other Related Agreement
         to which Borrower and each such Subsidiary is a party or by which it is
         bound and (C) certain officers or employees (i) of



                                      -36-

<PAGE>



         Borrower to request  borrowings  by  telephone  and (ii) of Borrower to
         execute Borrowing Base Certificates;  (2) all documents  evidencing any
         other necessary corporate action with respect to this Agreement and the
         Related  Agreements;  and (3) all  approvals or consents,  if any, with
         respect to this Agreement and the Related Agreements;

                  (b) Incumbency Certificates. A certificate of the secretary of
         Borrower and each Subsidiary  party to a Related  Agreement  certifying
         the  names  of the  officers  of  Borrower  and  each  such  Subsidiary
         authorized to sign this  Agreement and each other Related  Agreement to
         which  Borrower and each such  Subsidiary is a party or by which any of
         them is bound, and all other documents and certificates to be delivered
         by any of them hereunder,  together with samples of the true signatures
         of such officers;

                  (c) Borrower's  Certificate.  The certificate of the President
         or Chief Executive Officer of Borrower certifying to the fulfillment of
         all conditions  precedent to closing and funding the secured  financing
         transaction  contemplated  by  this  Agreement  and  to the  truth  and
         accuracy,  as of such date, of the  representations  and  warranties of
         Borrower and each Subsidiary party to a Related Agreement  contained in
         this  Agreement and each other Related  Agreement to which  Borrower or
         such Subsidiary is a party or by which it is bound;

                  (d) Landlord's Consents.  A Landlord's Consent,  duly executed
         by the owner of each leased premises  identified on Schedule 4.12, 4.13
         or 4.15 to the Parent Loan  Agreement  where  Collateral or Third Party
         Collateral is located other than 4209 Vineland Road, Orlando, Florida;

                  (e)  Note.  The Revolving Note in the form of Exhibit C;
         and

                  (f) Other  Documents.  Such other  documents  as Lender  shall
         determine to be necessary or  desirable,  including  but not limited to
         documents  described in  paragraphs  (a) and (b) of this Section  8.1.6
         with respect to any Obligor other than Borrower and its Subsidiaries.

         8.2      Continuing Conditions Precedent to all Loans; Certifi-
cation.  The obligation of Lender to make any Loan hereunder is
subject to satisfaction of the following conditions precedent in
addition to those provided in Section 8.1:

                  (a) No Change in Condition.  No change in the condition
         or operations, financial or otherwise, of Borrower, any
         Subsidiary or any other Obligor shall have occurred which
         change, in the reasonable credit judgment of Lender, would



                                      -37-

<PAGE>



         reasonably be expected to have a material  adverse  effect on Borrower,
         such  Subsidiary or such other  Obligor,  or on any Collateral or Third
         Party Collateral  (which  Collateral or Third Party  Collateral  Lender
         deems in its sole discretion to be material);

                  (b)      Default.  Before and after giving effect to such
         Loan, no Event of Default or Default shall have occurred and
         be continuing;

                  (c) Insurance.  There shall have been no material  change,  or
         notice of prospective material change (whether such notice is formal or
         informal),  in the  nature,  extent,  scope  or cost  of the  insurance
         policies of Borrower or any  Subsidiary  listed on Schedule  4.7 to the
         Parent Loan Agreement which change would have a material adverse effect
         on the financial condition of Borrower,  any Subsidiary or Borrower and
         its  Subsidiaries  taken as a whole, or would  significantly  adversely
         affect  Borrower's  ability  to  perform  its  obligations  under  this
         Agreement, the Notes or any Related Agreement to which it is a party or
         by which it is bound;

                  (d)      Warranties.  Before and after giving effect to such
         Loan, the warranties in Section 4 shall be true and correct as
         though made on the date of such Loan, except for such changes
         as are specifically permitted hereunder; and

                  (e)      Accounting Methods.  Borrower shall not have made
         any material (as reasonably determined by Lender) change in
         its accounting methods or principles except as required by
         GAAP.

         Each request for a Loan  hereunder  made or deemed to have been made by
Borrower  shall be deemed to be a certificate  of Borrower as to the matters set
out in the foregoing provisions of this Section 8.2.

9.  INDEMNITY.

         9.1  Environmental  and Safety and Health  Indemnity.  Borrower  hereby
indemnifies  Lender and agrees to hold Lender  harmless from and against any and
all losses,  liabilities,  damages,  injuries, costs, expenses and claims of any
and every  kind  whatsoever  (including,  without  limitation,  court  costs and
Attorneys' Fees) which at any time or from time to time may be paid, incurred or
suffered by, or asserted against, Lender for, with respect to, or as a direct or
indirect  result of the  violation by Parent or any of its  Subsidiaries  of any
Environmental Law or Occupational  Safety and Health Law, or with respect to, or
as a direct or indirect  result of, (i) the presence on or under, or the escape,
seepage, leakage, spillage, disposal, discharge, emission or release from,



                                      -38-

<PAGE>



properties  utilized by Parent and/or any  Subsidiary of Parent into or upon any
land, the atmosphere, or any watercourse, body of water, groundwater or wetland,
of any  Hazardous  Material  or  other  hazardous,  toxic  or  dangerous  waste,
substance or constituent, or other substance (including, without limitation, any
losses,  liabilities,  damages,  injuries, costs, expenses or claims asserted or
arising  under any  Environmental  Law) or (ii) the  existence  of any unsafe or
unhealthful  condition  on or at any  premises  utilized  by Parent  and/or  any
Subsidiary  of  Parent  in the  conduct  of its  business.  The  provisions  and
undertakings  of  indemnification  set out in this  Section  9.1  shall  survive
satisfaction and payment of the Liabilities and termination of this Agreement.

         9.2 General Indemnity.  In addition to the payment of expenses pursuant
to Section 11.3,  whether or not the transactions  contemplated  hereby shall be
consummated, Borrower agrees to indemnify, pay and hold Lender and any holder of
any Note,  and the officers,  directors,  employees,  agents,  and affiliates of
Lender and such holders  (collectively,  the  "Indemnitees"),  harmless from and
against any and all other liabilities,  obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses and disbursements of any kind
or nature whatsoever  (including,  without  limitation,  the reasonable fees and
disbursements  of counsel for any of such  Indemnitees  in  connection  with any
investigative,  administrative or judicial  proceeding  commenced or threatened,
whether or not any of such Indemnitees shall be designated a party thereto) that
may be imposed on,  incurred  by, or asserted  against  any  Indemnitee,  in any
manner  relating to or arising out of this Agreement,  any Related  Agreement or
any other agreements  executed and delivered by Borrower or any other Obligor in
connection herewith, the statements contained in any commitment letter delivered
by  Lender,  Lender's  agreement  to make  the  Loans  hereunder,  or the use or
intended use of the  proceeds of any of the Loans  hereunder  (the  "indemnified
liabilities");  provided that Borrower shall have no obligation to an Indemnitee
hereunder  with  respect  to  indemnified  liabilities  arising  from the  gross
negligence  or willful  misconduct  of such  Indemnitee.  To the extent that the
undertaking  to  indemnify,  pay and hold  harmless  set forth in the  preceding
sentence  may be  unenforceable  because it violates  any law or public  policy,
Borrower shall  contribute the maximum portion that it is permitted to pay under
applicable law to the payment and  satisfaction of all  indemnified  liabilities
incurred by the  Indemnitees or any of them. The provisions and  undertakings of
indemnification  set out in this  Section  9.2 shall  survive  satisfaction  and
payment of the Liabilities and termination of this Agreement.

         9.3      Capital Adequacy.  If Lender shall reasonably determine
that the application or adoption of any law, rule, regulation,
directive, interpretation, treaty or guideline regarding capital
adequacy, or any change therein or in the interpretation or



                                      -39-

<PAGE>



administration  thereof,  whether  or not  having  the force or law  (including,
without  limitation,  application of changes to Regulation H and Regulation Y of
the Federal  Reserve  Board issued by the Federal  Reserve  Board on January 19,
1989 and  regulations  of the  Comptroller  of the  Currency,  Department of the
Treasury,  12 CFR Part 3, Appendix A, issued by the  Comptroller of the Currency
on January 27, 1989) increases the amount of capital  required or expected to be
maintained  by Lender or any Person  controlling  Lender,  and such  increase is
based upon the existence of Lender's obligations hereunder and other commitments
of this type,  then from time to time,  within ten (10) days after  demand  from
Lender,  Borrower shall pay to Lender such amount or amounts as will  compensate
Lender  or such  controlling  Person,  as the  case may be,  for such  increased
capital  requirement.  The  determination  of any amount to be paid by  Borrower
under this Section 9.3 shall take into  consideration  the policies of Lender or
any Person  controlling  Lender with  respect to capital  adequacy  and shall be
based upon any  reasonable  averaging,  attribution  and allocation  methods.  A
certificate  of Lender setting forth the amount or amounts as shall be necessary
to  compensate  Lender as  specified  in this  Section 9.3 shall be delivered to
Borrower  and  shall  be  conclusive  in the  absence  of  manifest  error.  The
provisions and undertakings of indemnification set out in this Section 9.3 shall
survive  satisfaction  and payment of the  Liabilities  and  termination of this
Agreement.

         9.4  Other  Indemnities.   Notwithstanding  anything  to  the  contrary
elsewhere  in this  Agreement,  all other  indemnities  of  Borrower in favor of
Lender contained in this Agreement shall survive satisfaction and payment of the
Liabilities and termination of this Agreement.

10.      ADDITIONAL PROVISIONS.  Additional provisions are set forth in
Supplement A.

11.  GENERAL.

         11.1  Borrower  Waiver.  Except  as  otherwise  provided  for  in  this
Agreement,  Borrower  waives (i)  presentment,  demand and protest and notice of
presentment,  protest,  default,  non-payment,  maturity,  release,  compromise,
settlement,  one or more extensions or renewals of any or all commercial  paper,
accounts, contract rights, documents,  instruments, chattel paper and guaranties
at any time  held by  Lender on which  Borrower  may in any way be  liable  and,
assuming Lender has acted in a commercially  reasonable manner,  hereby ratifies
and confirms  whatever  Lender may do in this regard;  (ii) all rights to notice
and a hearing  prior to Lender's  taking  possession  or control of, or Lender's
relevy,  attachment  or levy on or of, the  Collateral  or any bond or  security
which might be required by any court prior to allowing Lender to exercise any of
Lender's remedies; and (iii) the benefit of all valuation,



                                      -40-

<PAGE>



appraisement and exemption laws. Borrower  acknowledges that it has been advised
by counsel of its choice with  respect to this  Agreement  and the  transactions
evidenced by this Agreement.

         11.2 Power of Attorney.  Borrower  appoints Lender,  or any Person whom
Lender may from time to time designate, as Borrower's attorney and agent-in-fact
with power (which appointment and power,  being coupled with an interest,  shall
be irrevocable  until all Liabilities are finally paid and performed in full and
this Agreement is terminated), without notice to Borrower, to:

                  (a) At such time or times  hereafter  as Lender or said agent,
         in its sole and absolute  discretion,  may  determine in  Borrower's or
         Lender's name (i) endorse Borrower's name on any checks,  notes, drafts
         or any  other  items of  payment  relating  to and/or  proceeds  of the
         Collateral  which come into the  possession of Lender or under Lender's
         control  and apply  such  payment or  proceeds  to the  Liabilities  in
         accordance with the terms hereof;  (ii) endorse  Borrower's name on any
         chattel paper,  document,  instrument,  invoice,  freight bill, bill of
         lading or similar document or agreement in Lender's possession relating
         to Accounts  Receivable,  Inventory or any other Collateral;  (iii) use
         the  information  recorded  on or  contained  in  any  data  processing
         equipment  and computer  hardware  and  software to which  Borrower has
         access  relating  to  Accounts   Receivable,   Inventory  and/or  other
         Collateral;  (iv)  use  Borrower's  stationery  and  sign  the  name of
         Borrower to verification of Accounts  Receivable and notices thereof to
         Account  Debtors;  and (v) if not  done by  Borrower,  do all  acts and
         things  determined  by Lender to be  necessary,  to fulfill  Borrower's
         obligations under this Agreement; and

                  (b) At such time or times after the  occurrence and during the
         continuance  of an Event of Default,  as Lender or said  agent,  in its
         sole and absolute discretion,  may determine, in Borrower's or Lender's
         name:  (i) demand  payment of the  Accounts  Receivable;  (ii)  enforce
         payment of the Accounts Receivable,  by legal proceedings or otherwise;
         (iii)  exercise all of  Borrower's  rights and remedies with respect to
         the collection of the Accounts  Receivable and other  Collateral;  (iv)
         settle,  adjust,  compromise,  extend or renew the Accounts Receivable;
         (v)  settle,  adjust or  compromise  any legal  proceedings  brought to
         collect the Accounts  Receivable;  (vi) if permitted by applicable law,
         sell or assign the Accounts  Receivable  and/or other  Collateral  upon
         such  terms for such  amounts  and at such time or times as Lender  may
         deem  advisable;  (vii)  discharge and release the Accounts  Receivable
         and/or other Collateral;  (viii) prepare, file and sign Borrower's name
         on any proof of claim in  bankruptcy  or similar  document  against any
         Account  Debtor;  (ix) prepare,  file and sign  Borrower's  name on any
         notice of lien, assignment or



                                      -41-

<PAGE>



         satisfaction  of  lien or  similar  document  in  connection  with  the
         Accounts  Receivable and/or other  Collateral;  and (x) do all acts and
         things necessary,  in Lender's sole and absolute discretion,  to obtain
         repayment  of  the   Liabilities  and  to  fulfill   Borrower's   other
         obligations under this Agreement.

         11.3 Expenses;  Attorneys' Fees.  Borrower  agrees,  whether or not any
Loan is made  hereunder,  to pay upon demand all  Attorneys'  Fees and all other
reasonable  expenses  incurred by Lender in connection  with (i)  [intentionally
left blank], (ii) the preparation of any and all amendments to this Agreement or
any of the Related  Agreements and all other  instruments or documents  provided
for  therein  or  delivered  or  to be  delivered  thereunder  or in  connection
therewith,  (iii) the  collection  or  enforcement  of  Borrower's  or any other
Obligor's  obligations  hereunder or under any Related  Agreement,  and (iv) the
collection or enforcement  of any of Lender's  rights in or to any Collateral or
Third Party  Collateral.  Lender may  advance all such  amounts to Borrower as a
Revolving Loan.  Borrower also agrees, (v) to indemnify and hold Lender harmless
from any loss or  expense  which may arise or be created  by the  acceptance  of
telephonic or other instructions for making Loans except for losses and expenses
arising from Lender's gross negligence or willful  misconduct,  and (vi) to pay,
and save Lender  harmless from all liability for, any stamp or other taxes which
may be payable with respect to the execution or delivery of this  Agreement,  or
any Related Agreement or Supplemental Documentation, or the issuance of any Note
or of any other instruments or documents  provided for herein or to be delivered
hereunder or in connection  herewith.  Borrower's  foregoing  obligations  shall
survive any termination of this Agreement.

         11.4 Lender Fees and Charges.  Borrower  agrees to pay Lender on demand
the customary fees and charges of Lender for maintenance of accounts with Lender
or for  providing  other  services  to  Borrower.  Lender  may,  in its sole and
absolute discretion, provide for such payment by advancing the amount thereof to
Borrower as a Revolving Loan.

         11.5 Lawful  Interest.  In no contingency or event whatsoever shall the
interest rate charged pursuant to the terms of this Agreement exceed the highest
rate permissible under any law which a court of competent jurisdiction shall, in
a final  determination,  deem applicable  hereto. In the event that such a court
determines that Lender has received interest  hereunder in excess of the highest
applicable rate, Lender shall promptly refund such excess interest to Borrower.

         11.6  No Waiver by Lender; Amendments.  No failure or delay on
the part of Lender in the exercise of any power or right, and no
course of dealing between Borrower and Lender shall operate as a
waiver of such power or right, nor shall any single or partial



                                      -42-

<PAGE>



exercise of any power or right preclude other or further exercise thereof or the
exercise  of any other  power or right.  The  remedies  provided  for herein are
cumulative and not exclusive of any remedies which may be available to Lender at
law or in equity.  No notice to or demand on  Borrower  not  required  hereunder
shall in any event entitle  Borrower to any other or further notice or demand in
similar or other  circumstances or constitute a waiver of the right of Lender to
any other or further action in any  circumstances  without notice or demand.  No
amendment,  modification or waiver of, or consent with respect to, any provision
of this  Agreement  or any  Related  Agreement  shall in any event be  effective
unless  the same shall be in writing  and  signed  and  delivered  by Lender and
Borrower. Any waiver of any provision of this Agreement,  and any consent to any
departure by Borrower from the terms of any provision of this  Agreement,  shall
be  effective  only in the specific  instance  and for the specific  purpose for
which given.

         11.7  Termination of Credit.

                  (a) Unless the Termination Date is extended pursuant to clause
         (b)  of  this  Section  11.7,   the  Credit  shall   terminate  on  the
         then-scheduled  Termination Date.  Borrower may terminate the Credit at
         any time  prior to the  Termination  Date upon  notice  to  Lender  and
         payment in full of the outstanding  principal  balance of the Loans and
         all other Liabilities.  All of Lender's rights and remedies,  the liens
         and security  interests of Lender in the Collateral and the Third Party
         Collateral  and all of  Borrower's  duties and  obligations  under this
         Agreement shall survive  termination of the Credit extended to Borrower
         hereunder  until  all of the  Liabilities  have been  finally  paid and
         performed in full. The  termination or cancellation of the Credit shall
         not affect or impair the liabilities and obligations of Borrower or any
         one or more of the  Obligors to Lender or Lender's  rights with respect
         to any Loans and advances made and other Liabilities  incurred prior to
         such  termination  or with respect to the Collateral or any Third Party
         Collateral.

                  (b) Borrower  may, not more than 90 days nor less than 75 days
         prior to any scheduled Termination Date, request that Lender extend the
         Credit for an additional  one-year  period to the next  anniversary  of
         such date.  Unless  Lender,  in the  exercise of its sole and  complete
         discretion,  notifies  Borrower of its willingness to extend the Credit
         for such additional  one-year period, the Credit shall terminate on the
         then scheduled  Termination  Date (and all Loans and other  Liabilities
         shall be thereupon due and payable).

         11.8  Notices.  Except as otherwise expressly provided herein,
any notice hereunder to Borrower or Lender shall be in writing
(including telegraphic, telex, or facsimile communication) and



                                      -43-

<PAGE>



shall be given to Borrower or Lender at its  address,  telex number or facsimile
number set forth on the signature  pages hereof or at such other address,  telex
number or  facsimile  number as  Borrower  or Lender  may,  by  written  notice,
designate  as its  address,  telex  number or  facsimile  number for purposes of
notices hereunder. All such notices shall be deemed to be given when transmitted
by telex and the appropriate  answerback is received,  transmitted by facsimile,
delivered to the telegraph office,  delivered by courier,  personally  delivered
or, in the case of notice by mail,  three (3) Banking Days following  deposit in
the United  States mails,  properly  addressed as herein  provided,  with proper
postage prepaid;  provided,  however, that notice to Lender of Borrower's intent
to  terminate  the Credit  shall not be  effective  until  actually  received by
Lender.

         11.9  Assignments  and  Participations;  Information.  Borrower  hereby
consents to Lender's grant of participations in or sale, assignment, transfer or
other  disposition,  at any  time  and  from  time  to time  hereafter,  of this
Agreement or any Related Agreement, or of any portion of any thereof,  including
without limitation Lender's rights, titles,  interests,  remedies, powers and/or
duties. Lender may furnish any information concerning Borrower in the possession
of Lender from time to time to assignees  of the rights  and/or  obligations  of
Lender  hereunder  and  to  Participants  in  any  Loan  (including  prospective
assignees and  Participants)  and may furnish  information in response to credit
inquiries consistent with general banking practice. Lender shall promptly notify
Borrower of Lender's grant of any participation in or sale, assignment, transfer
or other  disposition  of this  Agreement  or any Related  Agreement,  or of any
portion of any  thereof.  Borrower  shall use its  reasonable  efforts to assist
Lender in its efforts to sell assignments and participations.

         11.10 Severability. Any provision of this Agreement which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof or  affecting  the  validity or
enforceability of such provision in any other jurisdiction.

         11.11  Successors.  This  Agreement  shall be binding upon Borrower and
Lender and their  respective  successors  and  assigns,  and shall  inure to the
benefit  of  Borrower  and  Lender  and the  successors  and  assigns of Lender.
Borrower shall not assign its rights or duties hereunder  without the consent of
Lender.

         11.12 Construction. Borrower acknowledges that this Agreement shall not
be binding  upon Lender  until and unless  accepted by Lender in writing.  If so
accepted by Lender,  this Agreement and the Related  Agreements and Supplemental
Documentation shall, unless otherwise expressly provided therein, be deemed to



                                      -44-

<PAGE>



have been  negotiated  and entered into in, and shall be governed and controlled
by the laws  of,  the  State  of  Illinois  as to  interpretation,  enforcement,
validity,  construction,  effect,  choice  of law,  and in all  other  respects,
including,  but not limited  to, the  legality  of the  interest  rate and other
charges, but excluding perfection of security interests and liens which shall be
governed and controlled by the laws of the relevant jurisdiction.

         11.13  Consent  to  Jurisdiction.  To  induce  Lender  to  accept  this
Agreement,  Borrower  irrevocably  agrees  that,  subject to  Lender's  sole and
absolute  election,  ALL ACTIONS OR PROCEEDINGS  IN ANY WAY,  MANNER OR RESPECT,
ARISING OUT OF OR FROM OR RELATED TO THIS AGREEMENT, THE RELATED AGREEMENTS, THE
SUPPLEMENTAL DOCUMENTATION OR THE COLLATERAL SHALL BE LITIGATED IN COURTS HAVING
SITUS WITHIN THE CITY OF CHICAGO,  STATE OF ILLINOIS.  BORROWER  HEREBY CONSENTS
AND SUBMITS TO THE  JURISDICTION  OF ANY LOCAL,  STATE OR FEDERAL  COURT LOCATED
WITHIN  SAID CITY AND STATE AND WAIVES  PERSONAL  SERVICE OF ANY AND ALL PROCESS
UPON  BORROWER,  AND AGREES  THAT ALL SUCH  SERVICE  OF  PROCESS  MAY BE MADE BY
REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS STATED ON THE SIGNATURE PAGE
HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED  UPON ACTUAL  RECEIPT
THEREOF.

         11.14  Subsidiary  Reference.  Any reference  herein to a Subsidiary or
Subsidiaries of Borrower,  and any financial definition,  ratio,  restriction or
other  provision of this Agreement which is stated to be applicable to "Borrower
and its  Subsidiaries"  or  which is to be  determined  on a  "consolidated"  or
"consolidating"  basis,  shall  apply  only  to  the  extent  Borrower  has  any
Subsidiaries  and, where  applicable,  to the extent any such  Subsidiaries  are
consolidated with Borrower for financial reporting purposes.

         11.15  WAIVER OF JURY TRIAL.  BORROWER AND LENDER EACH WAIVES ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR  PROCEEDING  TO ENFORCE OR DEFEND ANY RIGHTS
(i) UNDER  THIS  AGREEMENT  OR ANY  RELATED  AGREEMENT  OR UNDER ANY  AMENDMENT,
INSTRUMENT,  DOCUMENT  OR  AGREEMENT  DELIVERED  OR WHICH  MAY IN THE  FUTURE BE
DELIVERED IN CONNECTION  HEREWITH OR (ii) ARISING FROM ANY BANKING  RELATIONSHIP
EXISTING IN CONNECTION WITH THIS  AGREEMENT,  AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

         Initials of Robert C. Shaw, President of Borrower:
                .

         11.16 Prior  Actions.  Borrower  hereby  waives,  releases  and forever
discharges Lender, its officers,  employees and agents, from any and all rights,
claims, demands or causes of action against Lender, in law or in equity, arising
out of Lender's  past  actions or omissions  with  respect to the Original  Loan
Agreement, any other agreements or documents, or any lien or collateral securing
any Liabilities under and as defined in the Original Loan Agreement.



                                      -45-

<PAGE>



     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 written above.


                                     CONTEMPO DESIGN WEST, INC.


                                     By:_______________________________
                                     Title:____________________________


                                     Address:  c/o Azimuth Corporation
                                               4209 Vineland Road
                                               Orlando, Florida 32811

                                     Attention:  Alexander M. Milley
                                     Facsimile number: (407) 849-0625


                                     BANK OF AMERICA ILLINOIS


                                     By:_______________________________
                                     Title:____________________________

                                     Address:  231 South LaSalle Street
                                               Chicago, Illinois  60697

                                               Attention:  Andrew J. Sutherland
                                               Facsimile number: 312/828-3889





                                      -46-

<PAGE>



                                  SUPPLEMENT A
                                       to
                           LOAN AND SECURITY AGREEMENT

               Dated as of October 9, 1995 between BANK OF AMERICA
         ILLINOIS ("Lender") and CONTEMPO DESIGN WEST, INC. ("Borrower")


1. Loan Agreement Reference. This Supplement A, as it may be amended or modified
from  time to time,  is a part of the Loan and  Security  Agreement  dated as of
October 9, 1995  between  Borrower  and Lender  (together  with all  amendments,
modifications and supplements thereto, the "Loan Agreement").  Terms used herein
which are defined in the Loan Agreement shall have the meaning  ascribed to them
therein unless the context requires otherwise.

2.       Revolving Credit Amount; Borrowing Base.

         2.1 Revolving  Credit  Amount.  The maximum  amount of Revolving  Loans
which Lender will make  available to Borrower  (such amount is herein called the
"Revolving  Credit  Amount") is (i) FIVE MILLION FOUR HUNDRED  THOUSAND  DOLLARS
($5,400,000)  (unless such amount is increased by Lender in its sole discretion)
less (ii) the  principal  amount of  "Revolving  Loans" (under and as defined in
each Other Loan Agreement) outstanding under each Other Loan Agreement.

         2.2      Borrowing Base.  The term "Borrowing Base", as used
herein, shall mean:

                  (i) an amount (the "Accounts  Receivable  Availability") equal
                  to 80% of the net amount (after deduction of such reserves and
                  allowances  as Lender deems proper and necessary in good faith
                  and  in  the  exercise  of  its  reasonable  judgment)  of the
                  Eligible Accounts Receivable of Borrower; plus

                  (ii) an amount (the "Additional Availability") equal to (A)(1)
                  from the  Closing  Date to the one year  anniversary  thereof,
                  $300,000  and (2)  thereafter,  zero  less  (B) the  principal
                  amount of "Revolving  Loans" under and as defined in the Other
                  Loan  Agreements  then   outstanding   under  the  Other  Loan
                  Agreements in excess of the "Accounts Receivable Availability"
                  and  "Inventory  Availability"  under and as  defined  in each
                  Other Loan Agreement.

         2.3  Availability Adjustments.

                  None.





<PAGE>



         2.4 Lender's  Rights.  Borrower  agrees that nothing  contained in this
Supplement A (i) shall be construed as Lender's agreement to resort or look to a
particular  type or item of  Collateral  as security  for any  specific  Loan or
advance  or in any way  limit  Lender's  right  to  resort  to any or all of the
Collateral as security for any of the Liabilities, (ii) shall be deemed to limit
or reduce any lien on or any  security  interest  in or upon any  portion of the
Collateral  or other  security  for the  Liabilities  or (iii)  shall  supersede
Section 2.8 of the Loan Agreement.

3.       Interest.

         3.1
                  (a) Interest to Maturity. The outstanding principal balance of
                  the  Revolving  Loans  (other  than  Overdraft  Loans and Over
                  Advances)  shall bear  interest to  maturity at the  Reference
                  Rate in effect from time to time plus one and one-half percent
                  (1.5%) per annum.

                           (b)  Default  Rate.  If any  amount of the  Revolving
                  Loans  is not  paid  when  due,  whether  by  acceleration  or
                  otherwise,  the outstanding principal balance of the Revolving
                  Loans (other than  Overdraft  Loans and Over  Advances)  shall
                  bear  interest  until  paid at a rate per  annum  equal to the
                  greater  of the (a) the  Reference  Rate  from time to time in
                  effect  plus two and  one-half  percent  (2.5%) or (b) two and
                  one-half  percent (2.5%) above the Reference Rate in effect at
                  the time such amount became due.

         3.2  Overdraft Loans;  Over Advances.  Overdraft Loans and Over
Advances shall bear interest at the rate(s)  determined  pursuant to Section 2.6
or Section 2.7 of the Loan Agreement, as applicable.

         3.3  Computation.  Interest  shall be calculated on the basis of a year
consisting of 360 days and paid for actual days elapsed. Changes in any interest
rate  provided for herein which are due to changes in the  Reference  Rate shall
take effect on the date of the change in the Reference Rate.

         3.4  Payment.  Until  maturity,  interest on the Loans shall be payable
monthly in arrears on the last day of each  calendar  month at  maturity.  After
maturity,  whether by  acceleration  or  otherwise,  accrued  interest  shall be
payable on demand.

4. Eligible Account Receivable Data. Each Account Receivable of Borrower must be
due and  payable  within  90 days of the  date of the  invoice  evidencing  such
Account  Receivable  (180 days in the case of  Accounts  Receivable  owing  from
Siemens),  and must not be unpaid on the date that is 91 days  after the date of
such invoice (181 days in the case of Accounts  Receivable  owing from Siemens);
provided,



                                       -2-

<PAGE>



however, that Lender, in its sole discretion,  may extend the date on which such
invoice  must be due and  payable to a date which is not more than 120 days from
the date of  invoice.  If  invoices  representing  10% or more of the unpaid net
amount of all Accounts  Receivable of Borrower and Contempo from any one Account
Debtor are unpaid more than 90 days after the date of such invoices (180 days in
the case of Accounts  Receivable  owing from  Siemens) (or such longer period as
Lender,  in its sole  discretion,  may  agree to from  time to  time),  then all
Accounts  Receivable  relating to such Account Debtor shall cease to be Eligible
Accounts Receivable.

5. Information.  Borrower agrees that, until the Credit is terminated,  it shall
furnish to Lender in form reasonably satisfactory to Lender, within fifteen (15)
days  after  the end of each  month,  an aging  of all  Accounts  Receivable  of
Borrower and an aging of all accounts payable of Borrower.

Borrower's Initials:  ______________
Lender's Initials:  ______________
Date: October 9, 1995





                                       -3-

<PAGE>