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                                   Exhibit A
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                         Interest Terms and Provisions

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                                                                    Exhibit 10.5

                                    EXHIBIT A

     This Exhibit A provides for certain of the substantive terms and provisions
regarding, among other things, the interest rate, interest repayment, and
selection and conversion of optional interest rates for the Loan established
pursuant to the Loan Agreement to which this document is attached as an Exhibit
(the "Loan Agreement"). The terms and provisions of this Exhibit A are
specifically incorporated by reference into the Loan Agreement.

1.   The following terms as used in this Exhibit A and the Loan Agreement shall
     have the meanings set forth below:

     Base Rate.  The higher of (a) the annual rate of interest announced from
time to time by the Lender at its head office in Boston, Massachusetts as its
"base rate" and (b) one half of one percent ( 1/2%) above the overnight federal
funds effective rate as published by the Board of Governors of the Federal
Reserve System, as in effect from time to time.

     Business Day.  Any day on which the Lender is open for the transaction of
banking business in Boston, Massachusetts and, in case of LIBOR Rate Loans, also
a day which is a LIBOR Business Day.

     Conversion Request.  A notice given by the Borrower to the Lender of (i)
its initial selection of an interest rate option for an Advance in accordance
with Paragraph 5, herein,  or (ii) its election to convert or continue an
interest rate option for a Loan in accordance with Paragraph 6, herein.

     Convert, Conversion and Converted. The conversion of a Loan from one Type
to Loans of another Type.

     Domestic Rate. For any Interest Period with respect to each Domestic Rate
Loan, floating at the per annum rate equal to the Base Rate.  The Domestic Rate
shall be adjusted automatically on any change in the Base Rate, such that any
change in the Domestic Rate resulting therefrom shall become effective as of the
opening of business on the day on which such change in the Base Rate became
effective.

     Domestic Rate Loan. All or any portion of any Advance or the Loan which
bears interest at the Domestic Rate.

       Eurocurrency Reserve Rate.  For any day with respect to a LIBOR Rate
Loan, the maximum rate (expressed as a decimal) at which any lender subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D), if such



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liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in the Eurocurrency
Reserve Rate.

     Fixed Rate.  For any Interest Period with respect to a Fixed Rate Loan, an
interest rate per annum equal at all times during such Interest Period to the
sum of (i) One and Three-Eighths percent (1.375%) and (ii) the Lender's cost of
funds (as determined by the Lender) for a period equal to the Interest Period
(plus any internal incremental increase, as determined and established by the
Lender's treasury department, as a cost of the availability of such funds).

     Fixed Rate Loan. All or any portion of an Advance or the Loan bearing
interest at the Fixed Rate.

     Interest Payment Date.  (a) As to any Loan, the first day of each calendar
month commencing with the calendar month following the calendar month which
includes the date of the Advance of such Loan; and (b) as to any LIBOR Rate
Loan, the last day of each Interest Period.

     Interest Period.  With respect to each Loan, (a) initially, the period
commencing on the date of the Advance of such Loan and ending on the last day of
one of the periods set forth below (i) for any Domestic Rate Loan, the last day
of the calendar month; (ii) as selected by the Borrower in a Conversion Request,
for any LIBOR Rate Loan, 1, 2, 3, or 6 months; and (iii) for any Fixed Rate
Loan, the then applicable Maturity Date, and (b) thereafter, for any Domestic
Rate Loan or LIBOR Rate Loan, each period commencing on the last day of the next
preceding Interest Period applicable to such Loan and ending on the last day of
one of the periods set forth above, as selected by the Borrower in a Conversion
Request; provided that all of the foregoing provisions relating to Interest
Periods are subject to the following:

          (A) if any Interest Period with respect to a LIBOR Rate Loan would
     otherwise end on a day that is not a LIBOR Business Day, that Interest
     Period shall be extended to the next succeeding LIBOR Business Day unless
     the result of such extension would be to carry such Interest Period into
     another calendar month, in which event such Interest Period shall end on
     the immediately preceding LIBOR Business Day;

          (B) if any Interest Period with respect to a Domestic Rate Loan would
     end on a day that is not a Business Day, that Interest Period shall end on
     the next succeeding Business Day;

          (C) if the Borrower shall fail to give notice as provided in Paragraph
     6, herein, the Borrower shall be deemed to have requested a conversion of
     the affected LIBOR


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     Rate Loan to a Domestic Rate Loan on the last day of the then current
     Interest Period with respect thereto;

          (D) any Interest Period relating to any LIBOR Rate Loan that begins on
     the last LIBOR Business Day of a calendar month (or on a day for which
     there is no numeri  cally corresponding day in the calendar month at the
     end of such Interest Period) shall end on the last LIBOR Business Day of a
     calendar month; and

          (E) any Interest Period relating to any LIBOR Rate Loan that would
     otherwise extend beyond the Maturity Date shall end on the Maturity Date.

     LIBO Rate.  For any Interest Period with respect to a LIBOR Rate Loan, the
interest rate per annum (rounded upwards to the next highest 1/16 of 1%)
determined by the Lender pursuant to the following formula:

          Euro Rate  =   LIBO Bid Rate
                         -------------
                         1.00 - Eurocurrency Reserve Rate

     LIBO Bid Rate.  For any Interest Period with respect to a LIBOR Rate Loan,
the annual rate of interest determined by the Lender on the second Business Day
prior to the first day of such Interest Period to be the rate at which deposits
in U.S. dollars are offered to the Lender by prime banks in whatever Eurodollar
interbank market may be selected by the Lender in its sole discretion, acting in
good faith, at the time of determination and in accordance with the usual
practice in such market for delivery on the first day of such Interest Period
for the number of days comprised therein and in an amount equal (as nearly as
may be) to the principal amount of such LIBOR Rate Loan.

     LIBOR Business Day.  Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or such
other eurodollar interbank market as may be selected by the Lender in its sole
discretion acting in good faith.

     LIBOR Rate.  For any Interest Period with respect to a LIBOR Rate Loan, an
interest rate per annum equal at all times during such Interest Period to the
(i) LIBO Rate plus (ii) One and Three-Eighths percent (1.375%).

     LIBOR Rate Loan.  All or any portion of an Advance or the Loan bearing
interest calculated by reference to the LIBOR Rate.

     Type of Loan. A Domestic Rate Loan or a LIBOR Rate Loan, as the case may
be.


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2.   Any and all terms which are defined in the Loan Agreement shall when used
     herein have the meaning set forth in the Loan Agreement, unless otherwise
     defined herein.

3.   The Loan shall bear interest as follows:

     1.   For each Interest Period:

          i.   To the extent that all or any portion of the Loan is a Domestic
               Rate Loan, such portion shall bear interest during such Interest
               Period at the floating rate equal to the Domestic Rate.

          ii.  To the extent that all or any portion of the Loan is a LIBOR Rate
               Loan, such portion shall bear interest during such Interest
               Period at the LIBOR Rate determined for such Interest Period.

          iii  To the extent that all or any portion of the Loan is a Fixed Rate
               Loan, such portion shall bear interest during such Interest
               Period at the Fixed Rate determined for such Interest Period.

4.   The Borrower promises to pay interest on the Loan in arrears on each
     Interest Payment Date applicable to such Interest Period.

5.   The Borrower agrees that each request submitted to the Lender requesting an
     Advance shall be accompanied by a written notice of Borrower (the
     "Conversion Request") specifying (i) the requested Type of Loan comprising
     such Advance, (ii) in the case of an Advance comprised of any LIBOR Rate
     Loan, the initial Interest Period; and (iii) the amount of each Type of
     Loan; provided, however, that each LIBOR Rate Loan and Fixed Rate Loan
     shall be in an amount of $100,000.00 or integral multiple thereof. A
     Conversion Request with respect to a LIBOR Rate Loan or a Fixed Rate Loan
     shall be irrevocable and binding on Borrower.  If no Conversion Request is
     given by Borrower to the Lender with respect to any request for an Advance,
     the Borrower shall be deemed to have selected a Domestic Rate Loan.

6.   Upon notice given by Borrower to the Lender not later than 12:00 noon
     (Boston time) in the case of Conversions into LIBOR Rate Loans or a Fixed
     Rate Loan, on the third Business Day prior to the date of the proposed
     Conversion, the Borrower may Convert, on any Business Day, Loans of one
     Type made to the Borrower into Loans of another Type, provided, however,
     that (a) any Conversion of LIBOR Rate Loans may be made only on the last
     day of the respective Interest Period for such Loans, (b) any Loan
     Converted to a LIBOR Rate Loan shall be in an amount of at least
     $100,000.00 or integral


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     multiple thereof, (c) any Loan Converted to a Fixed Rate Loan shall be in
     an amount of the outstanding principal balance of the Note, (d) a Fixed
     Rate Loan shall not be Converted by the Borrower to a Loan of any other
     Type, (e) any Loan Converted to a Fixed Rate Loan shall be for the balance
     of the then applicable term of the Loan, and (f) no Advance may be
     Converted to a LIBOR Rate Loan or a Fixed Rate Loan when any Default or
     Event of Default has occurred and is continuing. Each such Conversion
     Request shall be by telephone, telecopy, telex or cable, in each case
     confirmed immediately in writing in the manner specified for notices
     herein, and shall, within the restrictions specified above, specify (i) the
     date of such Conversion, (ii) the Loans to be Converted, and (iii) if such
     Conversion is to LIBOR Rate Loan the duration of the initial Interest
     Period for such Loans. Each Conversion Request with respect to LIBOR Rate
     Loans or a Fixed Rate Loan shall be irrevocable and binding on the
     Borrower. Notwithstanding anything stated herein, the Borrower may not
     submit a Converstion Request to Convert any Loan into a Domestic Rate Loan.
     The Domestic Rate shall only be applicable if the LIBOR Rate or the Fixed
     Rate is not available, or except as otherwise provided herein.

7.   If after giving a Conversion Request, the Borrower fails to borrow or
     Convert any LIBOR Rate Loan or any Fixed Rate Loan, the Borrower shall
     indemnify the Lender against any loss or expense incurred by the Lender as
     a result of such failure including, without limitation, any loss or expense
     incurred by reason of the liquidation or reemployment of deposits or other
     funds acquired by the Lender to fund or maintain an Advance to be made by
     the Lender and the compensation as provided for in Paragraph 13, herein.

8.   Any Loans of any Type (other than a Fixed Rate Loan) may be continued as
     such upon the expiration of an Interest Period with respect thereto by
     compliance by the Borrower with the notice provisions contained in
     Paragraph 6, above; provided that no LIBOR Rate Loan may be continued as
     such when any Default or Event of Default has occurred and is continuing,
     but shall be automatically converted to a Domestic Rate Loan on the last
     day of the first Interest Period relating thereto ending during the
     continuance of any Default or Event of Default of which the officers of the
     Lender active upon the Borrower's account have actual knowledge.

9.   In the event that the Borrower does not notify the Lender of its election
     under Paragraph 6, herein, in a timely manner with respect to any Loan upon
     the expiration of the applicable Interest Period, such Loan shall be
     automatically converted to a Domestic Rate Loan at the end of the
     applicable Interest Period.



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10.  Upon the expiration of any Interest Period for a Fixed Rate Loan, such Loan
     shall be automatically converted to a Domestic Rate Loan.

11.  Notwithstanding anything to the contrary contained herein, in no event may
     the Borrower select more than three (3) Interest Periods to be in effect at
     any one time for any particular Type of Loan.

12.  Each determination of an interest rate by the Lender pursuant hereto shall
     be conclusive and binding upon the Borrower in the absence of manifest
     error.

13.  The Borrower agrees to indemnify the Lender and to hold the Lender harmless
     from and against any loss, cost or expense (including loss of anticipated
     profits) that the Lender may sustain or incur as a consequence of (a) an
     Event of Default by the Borrower in payment of the principal amount of or
     any interest on any LIBOR Rate Loans or Fixed Rate Loans as and when due
     and payable, including any such loss or expense arising from interest or
     fees payable by the Lender to lenders of funds obtained by it in order to
     maintain its LIBOR Rate Loans or Fixed Rate Loans, (b) an Event of Default
     by the Borrower in making a borrowing or conversion after the Borrower has
     given (or is deemed to have given) a Conversion Request, or (c) the making
     of any payment of any LIBOR Rate Loan or Fixed Rate Loan or the making of
     any conversion of any such Loan to a Domestic Rate Loan on a day that is
     not the last day of the applicable Interest Period with respect thereto,
     whether due to voluntary prepayment, payment realized from the Collateral
     or any Guarantor after the occurrence of an Event of Default, or otherwise,
     including interest or fees payable by the Lender to lenders of funds
     obtained by it in order to maintain any such Loans. Such loss shall
     include, without limitation, an amount calculated as follows:

     1.   First, the Lender shall determine the amount by which (i) the total
          amount of interest which would have otherwise accrued hereunder on
          each installment of principal so paid or not borrowed, during the
          period beginning on the date of such payment or failure to borrow and
          ending on the date such installment would have been due (the
          "Reemployment Period"), exceeds (ii) the total amount of interest
          which would accrue, during the Reemployment Period, on any readily
          marketable bond or other obligation of the United States of America
          designated by the Lender in its sole discretion at or about the time
          of such payment, such bond or other obligation of the United States of
          America to be in an amount equal (as nearly as may be) to the amount
          of principal so paid or not borrowed and to have a


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          maturity comparable to the Reemployment Period, and the interest to
          accrue thereon to take account of amortization of any discount from
          par or accretion of premium above par at which the same is selling at
          the time of designation. Each sum amount is hereafter referred to as
          an "Installment Amount".

     2.   Second, each Installment Amount shall be treated as payable as of the
          date on which the related principal installment would have been
          payable by the Borrower had such principal installment not been
          prepaid or not borrowed.

     3.   Third, the amount to be paid on each such date shall be the present
          value of the Installment Amount determined by discounting the amount
          thereof from the date on which such Installment Amount is to be
          treated as payable, at the same annual interest rate as that payable
          upon the bond or other obligation of the United States of America
          designated as aforesaid by the Lender.

14.  In the event, prior to the commencement of any Interest Period relating to
     any LIBOR Rate Loan, the Lender shall determine that adequate and
     reasonable methods do not exist for ascertaining the LIBO Rate that would
     otherwise determine the rate of interest to be applicable to any LIBOR Rate
     Loan during any Interest Period, the Lender shall forthwith give notice of
     such determination (which shall be conclusive and binding on the Borrower)
     to the Borrower.  In such event (a) any Conversion Request with respect to
     LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a
     request for Domestic Rate Loans, (b) each LIBOR Rate Loan will
     automatically, on the last day of the then current Interest Period thereof,
     become a Domestic Rate Loan, and (c) the obligations of the Lender to make
     LIBOR Rate Loans shall be suspended until the Lender determines that the
     circumstances giving rise to such suspension no longer exist, whereupon the
     Lender shall so notify the Borrower.

15.  Notwithstanding any other provisions herein, if any present or future law,
     regulation, treaty or directive or in the interpretation or application
     thereof shall make it unlawful for the Lender to make or maintain LIBOR
     Rate Loans, the Lender shall forthwith give notice of such circumstances to
     the Borrower and thereupon (a) the commitment of the Lender to make LIBOR
     Rate Loans or convert Loans of another type to LIBOR Rate Loans shall
     forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall
     be converted auto  matically to Domestic Rate Loans on the last day of each
     Interest Period applicable to such LIBOR Rate Loans or



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     within such earlier period as may be required by law. The Borrower hereby
     agrees promptly to pay the Lender, upon demand, any additional amounts
     necessary to compensate the Lender for any costs incurred by the Lender in
     making any conversion in accordance with this section, including any
     interest or fees payable by the Lender to lenders of funds obtained by it
     in order to make or maintain its LIBOR Rate Loans hereunder and any amount
     payable as provided in Paragraph 13, herein.

16.  The Borrower shall have the right at any time to prepay the Note on or
     before the Maturity Date, as a whole, or in part, subject to the following
     limitations:

     1.   For any Domestic Rate Loan, without premium or penalty, provided that
          any amount prepaid shall be accompanied by accrued interest on the
          principal repaid to the date of payment;

     2.   For any LIBOR Rate Loan, upon not less than three (3) Business Days'
          prior written notice to the Lender, without penalty, provided that (1)
          each partial prepayment shall be in the principal amount of
          $100,000.00 or an integral multiple thereof, (2) if such prepayment is
          on any day other than the last day of the Interest Period relating
          thereto, such amount prepaid shall be accompanied by any additional
          amounts necessary to compensate the Lender for any costs incurred by
          the Lender in accordance with Paragraph 13, herein, including any
          interest or fees payable by the Lender to lenders of funds obtained by
          it in order to make or maintain its LIBOR Rate Loans hereunder and (3)
          any amount prepaid shall be accompanied by accrued interest on the
          principal repaid to the date of payment.

     3.   For any Fixed Rate Loan upon not less than thirty (30) Business Days'
          prior written notice to the Lender, without penalty, provided that
          such amount prepaid shall be accompanied by any additional amount
          equal to the amounts necessary to compensate the Lender for any costs
          incurred by the Lender in accordance with Paragraph 13, herein,
          including any interest or fees payable by the Lender to lenders of
          funds obtained by it in order to make or maintain its Fixed Rate Loans
          hereunder and any amount prepaid shall be accompanied by accrued
          interest on the principal repaid to the date of payment.

     4.   If the Loan Documents provide at the time of prepayment for periodic
          principal payments on the Loan, any prepayment of principal shall be
          applied against the

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          scheduled installments of principal due on the Loan in the inverse
          order of maturity. No amount repaid with respect to the Loan may be
          reborrowed.

     5.   In the event that at the time of any such prepayment Loans are
          outstanding of more than one Type, the amount prepaid shall be applied
          first to any Domestic Rate Loan prior to application to any LIBOR Rate
          Loans or Fixed Rate Loans.

     6.   Any premium due hereunder upon such prepayment shall be due and
          payable upon any prepayment whatsoever, whether voluntary or
          involuntary, to the extent permitted by law, and after acceleration of
          the unpaid principal balance of the Loan after the occurrence of an
          Event of Default.

17.  All computations of interest on the Loans and of other fees to the extent
     applicable shall be based on a 360-day year and paid for the actual number
     of days elapsed.  Except as otherwise provided in the definition of the
     term "Interest Period" with respect to LIBOR Rate Loans, whenever a payment
     hereunder or under any of the other Loan Documents becomes due on a day
     that is not a Business Day, the due date for such payment shall be extended
     to the next succeeding Business Day, and interest shall accrue during such
     extension.



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