EXHIBIT 10.9

                       Farmers and Mechanics National Bank
                                 Promissory Note


PROl~EISSORY NOTE

Borrower:
'or

Iliorolog COrp-Ion5 MIciolog Cor;lo'et~ of
1--. old Doivinion Syatema incoreoreteel of
'I--WI -Ii Gleicale Ac~ialtion corpnaoa~
Jointly and
3O~7~ Oo~olt Lane
Gemsan~m 20W71
document 10

tnd~r: Fimiem and ~ National ~nik
COIIImeilal Lendin. De;~~nt
p~itor51e
Fredetda,MO 21705

Priricipal Amount: $210005000.00 Enmal Rate: 10.OOO~~ Date of Note: December 14,
1995 PROMISE TO ~V. Microlog Coupo~ioo,  Wcmiog Oooorailon Of 'kr-. Old Dominion
Syalenia lncorr~ted 0' Muiffand.  --~ Geneils A~qotatton Cof~IWI,  JOEIIPV - ~ ~
pNaLI~ to -, to Farmwa and Neh~ica  National Bwi~ ~ or onier,  115 luwlill money
of U'. Unitod Statae 0' AmfIce, 'he ~ mount 0' Two ~on & WIOO Dollara (*2~~OOO~)
or ao ~~ch aemy be oiiIaIMdEIIu tolo-har with inluest on the imp-d out~ding pd-I
~ance of mc?' evance. interesi shall be calculated Ire. the dale 0' each advulce
'Mill' fm~EIfnant of mcli advance.

PAY~.  U~ WE tiai' list.  ~ in en. ~mni of all  eIiIda~ng  princip.'  PlEA.  all
accw'i WIpl~d inIemt en FebiuMy 2851917.115 addition, ~ WE pq set-mr nenIh~ ~ Of
~ ~d intered bu~ning Jmwa'y 28, 1n, and - ei~aeiienl  inierasi ~~anta are dua en
theam day 0' each  nont?'  after  tlie~  interm~  on tIle Note is  oompubd  on a
3861360 si~~ie interast bass; that Is, by apPlying the rato of 'he annual irrte~
rate over a year 0,360 days, muipled by the outsWdng Pd- be~enaa, mit~ied by thu
-'4"'''  number of days 'he pTfn-  beianoa  Is  outsIandIng.  Bon'ower  wilt pay
Len~mr at IAndr'i  address Wiown above or ii su~h othef as Lender 'flay del~nalo
in wvttIng~ uviess o'he~ a~ or ruqlered by ap-abla law5 payments WI be appled I~
to accrued  unpaid  Intws~ then to pdrtclpai,  and any  la'aif*ig  amount to any
unpaid colecton ocitli and late ~

VARIABLE  IKTEIitEST  RATL The  interest  nate on this Nole is subj~ct to change
loin Eme to L.e based on changes  in an  fridpendert  index  which is the Prirne
rate as published 115Th. Wall ~eet Jownat Money Ratea Table. or the hg heal nate
if more than one mlii'  p~lshed (the  ~nda').  The index is not  rmcisarity  the
lowest  nate  char- by  Lender on Is loans.  if the index  beco,naa  Unavailable
dunrrt the lam' of tttta  loan,  Lender may  da-rate a  subalituta  Index  after
nottoe to  Bwmwer.  Lender  will  tell  Borrower  the  current  index  late upon
Borr~~Nir's ~ Borrower understands that Lender ray meke loana bmed on other mias
as weL The irterest late change WI nol occir wwre oflen than each day. The Index
ciniently  IC L75~  perI-NEL  The  interest  rate  to be a-.d to the un~  Pri-al
balance of vita Nole will be at a rate of 1~ percenlage  PDkita ever Ilsa Index,
maiifllig  in an ini of 1g~O%  per  -InWIL  NOTiCE:  Under no  crcums~es  WI the
Int~est late on ~ Note be more than the inmamurn rate allowed by ap~~te law.

PREPAYMENT.  Boivower  -___that all ioaii teca and other p~d finance  charom ate
earned ~ as of ihe date of 'he loan and WE not be  si*~Jmct  Ic retund upon eaey
paynwit  (wheiher  veitifliwy  or as a  raselt  of  dutaull).  eo~ as  otherwise
required by lew.  IEeept tor the tor~Ing,  Borrower may pay without Pe~ all or a
-015 of the ano'ml owed eatlier  Ilian I Ia due.  Eady  payments WE not,  unleas
agreed to by Lander in WrHi~ ~WIeve Sor'Owgr of 30~TD~s eltll~ton to continua to
make payments ~' coorued u~ lnterm~  Rithef,  they will ~uci 'he ~drot-  balance
due.

LATE CKII,RGL lie payment Ia 15 dive or meee Imle,  Bonewer wilt be charged I~O%
0' the wi~  portion of 'he  regularly  ed~UIed  pwment or *2.co,  wilkilever  le
greater.

DEFAULT. Borecaer WI be In dolallit If any of Ih tolow~ig IaiOpens: (a) Borrower
falls Ia make any payment when due. {b) Brrower  bmiks any promise  Borrower has
made to Lender,  or Borrower  talls to ~ with or to ~ when due any oIlier tern's
001loa10n5  cc~ranI.  or conditlon contained In 'he Note or any aoraen,t raea'et
to this Note, or In any other  agniemeni or loan  Borrower has with Lender.  (c)
B~ir oefauils under any loan,  eatension of cr~ securIty atrree~nt,  pixciwee or
ulea  ~eemenL or any other  agreement,  in favor of 'any other  creltor or pwson
that 'flay naIwti~~  efledl any' of Borroweds  propety or sorrewerss  abIlity to
repay  this  Note or ~em  Borrower's  obigatons  under  this  Note or any of the
Related  DocIRn-L (d) My  mpreeentaUon or titatemeni made or furnished to Lender
by Borrower or on Bcr~ers behal is false or ir~sIoading In any material  rssoect
elie' now, or at 'he time wade or lirnsh~ (0) BoreeWer  beconeea  ~~nt, a ~eiver
is eppoinled for any - of Bocmw~~

<PAGE>
properly,  Borrower makes an ~nnerl fort'. beneEl 0, creditors,  or any pnomding
is  camn'inced  either  by  Bonoar  or -nat  Borrow'  under  any  bankruptcy  or
lnsoh'ency  EawL (I) Any  credltor  tries to laise any 0,  3orr~  pmpny on or in
which  Lunder has a lien or secudly  InlereaL  ~  Includes a  garns'vn-  - any -
Borrower's  acceunts  with Lender.  (0) Myof 'he ovents ~ ow~nlor of thill Note.
(11)A meterlal adverse change occwi in Borrowers financial codition.


LENOIDR'il  RIORrI.  L~n ~ Lender may dedam  theenire  unpaid pdnc~ai b~e onthis
Note and aN arcri~d  unpaid intera,  to;ie"5er w~h at olher ap-able fees.  cestu
and chi-, il any, immuitaty due and Pa-ge,  witt'oul nolic~~ and then B~~~wer WI
pay that  amou~  Firlhwmo'e.  subjod to any  Emits  under ~ law,  '~-,  dilauti.
Ileorrowef  also agreee to pay Lender's  allorneys' i~, and as Of Lend,r1a other
colecuon  expersas,  whether  or not thum Is a  lawsuit  and  in;fuding  without
limitation - aoenaoe for bankruptcy  p'oceed~~ I,,,,, Note shall be governed by,
construed and enfo'oed In aocordenoe  wtththe laws 0, the Slate of Ma~d,  LENDER
AND  BORROWER  EACH HEREBY WAIVE TRIAL BY J'JRY IN ANY ACTION OR  PROCEEDING  TO
WHICH  LENDER  OR  BOROWER  NIAY  PE  PARTIES1  ARISING  OIIT  OF1 OR IN ANY WAY
PERTAINING  TO, THIS NOTE, IT IS AGREED ThAT THIS WMVER  CONSTITUrES A WAIVER OF
TRIAL BY JURY OF ALL CLAIMS  AGAINST ALL PARTIES TO SUCH ACTIONS OR  PROCEEDINOL
THIS WAIVER IS KNOWINGLY,  WILLINGLY AND YOU~ARDLY MADE Dy LENDEIR AND BORROWER.
AND LENDER AND DORROWIER EACH IIEREIISY  REPRESENT TIIAT NO  REPRESENTATIONIS OF
PACT OR OPiNiON  HAVE BEEN MADE BY ANY  IIODIVIIDIt~  TO INOUCE  THIS  WAIVER OF
TRiAL BY JURY OR TO IN ANY WAY MODIFY OR NILLIPY ITS IlFI'ECT. BORROWER RJRTIIER
REPRESD~S ThAT BORROWER HAS BEEN  REPRESENTED IN THE SIGNING OF THIS NOTE AND IN
THE  MAKiNG  OF  This  WAIVER  BY  INDEPENDENT  LEGAL  COIIINSEL5   SELECTED  OF
IBetROWER~S  OWN FREE WILL, AND ThAT BORROWER HAS HAD THE OPPORTUNITY TO DISCUSS
THIS WAIEER WITh COtINSEL

CONFESSED JL~GMENT. UPON THE OCCURR~E OF A DEFAULT,  BORROWER HEREBY AI'THORIZES
ANY ATTORNEY DESIGIIATED BY LENDER OR ANY CLERK OF ANY COURT OF RECORD TO APPEAR
FOR BORROWER IN ANY COURT OF RECORD ANO CONFESS JUDGMEIT I 12-1~1995 PROI~1SSORY
NOTE Page 2 Loan No 00001 (Conllnu.~

PRiOR  IAiARIND  A~ST  BORROWER IN FAYOR OF LENDER FOR.  AND IN THE AMO~ OF. THE
UNPAID  BALANCE CF ThE  PRINCIPAL  AMOUNT OF THIS NO~ ALL  UITEREIT  ACCRUED AND
IRWAlO  THEREON,  ALL OTtER AMOUNTS PAYABL~ BY NORROWER TO LENDER UNDER THE ~~Me
OF THIS Nom OR ANY uiI~ AWIEBtiENT,  DOCUM~iTh~  INSTR~IE~ ~Y~aNG.  SECICliNG OR
GUARMIrYING  THE Q~UQATtOI~  EiiIDENCRD BY THIS NO~ COST. CF Su~9 AND ATTORNEYS'
FRIES OF FIItTlEN PEROE~ (11%) OF THE WIPAID BALANCE OF THE PRINCIPAL  AMOWIT OF
THIS awE AND IMTRliIT iI~ DUE tiREIWFi.

Boameer hrnmtly 1~-a so U'. ~teel ~ ~ ~ EUWI all wiem m' all vWil8 0' uwimpiton,
~ 'w .1 exi~~n,  hiqiiWIuoq~  and elher iWji te WinII  8onewer  mw  ethemlee  he
eDillilleet ultir U. laws.' the LWImd stales if Amutite er 0' fliv iii. or ~. 0'
U'. IieiEmd Ugmeel Amnic. n~w 1' jbice and wtich mw hereuller he mIlkL The suth~
and te appear ter and enter -I-I -- Umuewer 'hall a.' he uzhuuulel iw en~ er mei
emvetaee 1-el er by my hnp~ -wonolee Uwnuel Mid ehaili not he ez:-ieheil by my ~
eutand isiumni MIU-- Such -I- -w he Ii on one er mom eccaitoil.  er.. WEe to n.e
In U'. mm or jiflrersl ~ - eltei es Lander lIME dmiii nm-elf or deelra~. ter all
0' which lihie Note aheli he a 8utlliciunl wuruiL

DISHONORED  ITETI PEL  ileiower WE pay a lea to L.nder of $1~ if B~ower  makes a
payment on ~ loin and the check or  prmutorlorl  charge  with  wtich  Sanower Ia
later ishonoied.

REGKT OF SEITOFF.  9o'rwer  ti's-s to lender a nolliractuel  popsemawy  securtly
intamul  Ir', and hereby  as~rs,  comay..  dlyers,  ~ e~d Innate's to Lender all
8orrowe~  light.  U. and  In',-'  in and tc,  Bagrower's  accounts  with  Lender
(whather  ch.ckmg~  saalnga,  Or some other  mccoIJnD,  in~ WNhcul  tetaton  all
anceuna  held jokiy  withaemeone  elm end all  anceuns  9orrowar  may opun inliw
tutors,  UWLP*~O ~ all ~A i~-:~' end kiul acoowiL Baivower aulherbtea Lender. to
the mdent ~nteti by ~ i"w. 10 chaq~ or aetoff all swins owl~ on this Note igrnl~
any' and all such aoo~.

COLLATERAL  Tilis Note Ia by. in addItion  toany other  coEm~~,  a Oeeei  otTmsl
outed December T41 1995. to a trulim in tavor of Lander on raul pmpwtV  iooaleei
in M~- Coonly'  Slut.  ~'-Ind.  all the terms end  cordilons  of which as hereby
inoorooated and made a pait of Its Non, Tb. Ilmi Preperty orb addeaa is commonly
Imown as WO Goideneel Lane, Germantown, MO WS.

LINE OF C-IT.  This Note :~ a myoh'Ing  tine - ~ Advanoee  under ~ Nola, - wel -
for peynmid *om Barmw~~a anceuis, may he mqLirngI,d er-br in wilung by Boirer or
by an a'iIhorlsad person,  Lender may. but need not, i~ie Itast all oral requeds
be cw*med in ~ Thu ~l~wing  itarty or trari- ate  a~ithodsed  to request - under
'he line of oedll until Lender -~ trom  Borrower al Land's  adateua  ihown aboi~
wri.' notoe of neoooaIion - their a~~: Joe ~ Lym,  Richard ~ m.mp~ir' and Slum R
Ineiruer. 9orrower agaes to he Umble for all al-u uIthar: (a) ~ in -~~- with 'he
inancins - an auIhoiorl PWSOfl or ~) eteteled to any' of ~~.,,-::p.s mounta with
Lander.  Thu  impelilPIg-  Owing en this  Note at any  lime  flay he  -duoed  by
endoesemonts on this Note or by Lender's inlemel - - duiiycwv~ter pik:~y'a leder
WE ha~ no ~atn to adymicce fthndi under this Note ~ (a) Bomower or any guarsn~or
is in deluit under the temnsefIiius  Note or any eomint that Bwii~ or any' ~ has
with Lander,  Induding any' agruemeri mad' In conneclon with the ~ - lids Noi; ~
sorrower or any'  guarantor  ceaaea  doing  liusiness or is  insotneni;  (c) any
gummnlor~ Glaima or -. atteulipta to L. ~, or iwiloke such gu~ntor'a  gL-antm ol
this or other with La ~ in-ant toni. Hole tor piw-.  other than these aullued by
Lencor'



<PAGE>
CON~ To .15~SWCflC~ ~ bryeroabiy sutWN~ta to the jurisilictlo:'  ofany Iltate or
terlerat  ccorl  siWuig In the Slate of Mn- over any SIA  acilon,  or  pmceeding
ansing out of or misting 10 this NOIL Borrower  Irrevocably  wasss,  to the ~est
adeni  perin~Id by law,  any' ob-ion ihal BWYCwer may now, or teueefeur  have te
the laying - 'eunue of any' such SLit,  acilon.  or pioceir~ brougit in any suon
ocixi aft' any otam ttaal any such suit,  acilon.  or____~  b'oi~hi  inani' such
aourl has b'-t~ in an lgic~~mniwi lerum. lanai iuci-nl in any such suit, acilon.
or  pfoc..ing  bm~~hi in any' auch couri shall be  conduslye  and  binding  upon
Borrower  and may be enioroed in any court in wuch Bon~wer is Subject to IL~itoa
by a sult '~..  such ju~nt ~ded that srnrdce of ~coms Is ellcctod  upon Borrower
as prootoed '1' this Note or aa :~~~;::

p.m'mmd by ~ law.

GENEIAL ~OVISlONL ThEa loan Is ~ made under the ~ and ~ of the Maryland Interest
and lisury  Law.  V 'any - of this Note  cannot he ~ this tect WE not elliot 'he
weul of the IIo~ In parkular,  this secllon  means  (among other  thTrtgs)  that
Bonuer  does not agi..  or Inlend to ~y.  and  Lender dom not agree or ireend to
coi*~ tor. cha~ colecit,  t.ke, 'esenfe or receive  (coseclelly re~rr~ to hereki
as "charge or any amouni in the .-~-- of  iritereal or in the ~ture of a lea lor
this  loan.  which  would  In any way or e"enI  ~n~ng  demand,  pfetteymert,  or
a~ce~w'at~)  oaum  Lwider to clie or cotect  more for this loin than the  mammum
Lender  would be  pennilled  to chaine or cotect by Ied'rai law or the law oft'.
Stats of Iauila~ (as ap~~b),  Any such eiom  inluast or  unautieeied  toe shell,
Instead of anylhing  ~ted to the ~ be aetied lirsl to .-~""" the ~~' Ioaianoe of
this loan, and when the hue been - in tuli, he netunded to Borrower  iesnder may
delay or forgo  enl~clng any of h itg~ or mimim under this Note  without  losing
them.  Borrower and any other  ierrson who ~,  g~aiintou or endorses  this Note.
tot'. esilent allowed by law. wmhiw ~miw*mn'~ deinand for payment,  prnirnsl and
noilbe of ..ioonor.  tipon any' -oe in the tenns of this Note,  and Wim ~iareise
u~VuIy  SIted in ~ no -V who agna this  Note,  'wttether  as  makir,  gusiantor,
aicoiinodalion a'k~ or endorser. uhall he naie-eei from Imbimy. M ~-ieaaeneethai
Lender may nenew or 1  (rn--and  torany  i-ft of time) this loan,  or nulese any
i,a,ty or gInaiW~  or  oeilaler~  cr  ~~tuiltomrnl~  upon or  pullect  i,unoer,s
s,cLrtty intest in the collateral;  and Iske any' other acilon deemed neomawy by
Lender  wiliout the coneant of or noitoe to an~ M such  PffRIms  also eeree thai
Lender may modify this loan  without the Consent of or to anyone other Itaun the
-V with whom the modlilcalon is MaciL

PRIOR TO SIGNING THIS IiOTiE, BORROWEM READ AND UNDERSTOOD ALL THE PROViSiONS OF
THIS NOTE, INCIWING THE YARIALLE  Ji(TEFIEST IlIATE itt~ISIONL  DORROWEFI AGREES
TO THE TERMS OF THE NOTE AND  ACKNOWLEDGES  RECEIPT OF A  COMPLETED  COPY OF THE
NOTL OLD ~ F&M LOAN AGREEMENT
<TABLE>
<CAPTION>

   Principal     Loan Date      Maturity    Loan No.  Call   Collateral     Account   Officer   Initials
<C>             <C>            <C>           <C>       <C>       <C>          <C>       <C>                      
$2,000,000.00   12-14-1995     02-28-1997    00001     220       B3           New       LPA
  References in the shaded area are for Lender's use ony and do not limit the
        applicabillity of this document to any particular loan or item.

Borrower:   Microlog Corporation, Microlog Corporation of     Lender:   Farmers and Mechanics National Bank
            Maryland, Old Dimonion Systems incorporated of              Commercial Lending Department
            Maryland, and Genesis Acquisition Corporation               P.O. Box 618
            jointly and severally                                       Frederick, MD  21705
            20270 Goldenrod Lane
            Germantown, MD  20876
============================================================================================================
</TABLE>

THIS LOAN  AGREEMENT  between  Microlog  Corporation,  Microlog  Corporation  of
Maryland, Old Dominion Systems Incorporated of Maryland, and Genesis Acquisition
Corporation,  jointly and  severally  ("Borrower")  and  Farmers  and  Mechanics
National Bank ("Lender") is made on the following terms and conditions. Borrower
has received prior  commercial  loans from Lender or has applied to Lender for a
commercial  loan or loans and other  financial  accommodations,  including those
which may be described on any exhibit or schedule attached t this Agreement. All
such loans and  financial  accommodations,  together  with all future  loans and
financial  accommodations  from  Lender to  Borrower,  are  referred  to in this
Agrteement  individually as the "Loan" and collectively as the "Loans." Borrower
understands  and agrees that:  (a) in gaining,  renewing,  or extending any Lan,
Lender is relying upon Borrower's  representations,  warranties, and agreements,
as set forth in this Agreements: (b) the granding,  renewing, r extending of any
Loan by Lender at all times shakl be subject to Borrower's continuied compliance
with this agreement; and (c) all such loans shall be and shall remain subject to
the following terms and conditions of this Agreement.

TERM.  This  Agreements  shall be effective  as of December 14, 1995,  and shall
continue  thereafter  until all  Indebtedness  of  Borrower  to Lender  has been
performed in fuill and the parties termainte this Agreement in writing.

DEFINITIONS.  The following words shall have the following meanings when used in
this  Agreement.  Terms not otherwise  defined in this Agreement  shall have the
meanings attributed to such terms in the Uniform Commerical Code. All references
to dollar  amounts  shall mean amounts in lawfulf  money of the United States of
America.

Agreement.  The  word  "Agreement"  means  this  Loan  Agreement,  as this  Loan
Agreement  may be  amended  or  modified  from time to time,  together  with all
exhibits and schedules attached to this Loan Agreement from time to time.

Account. The word "Accunt" means a trade account,  acccount receivable, or other
right to payment for goods sold or services  rendered owing to Borrower (or to a
third parter grantor acceptable to Lender).

Account Debtor.  The words "Account Debtor" mean the person or entitly obligated
upon an Account.

Advance.  The word  "Advance"  means a  disbursement  of Loan  funds  under this
Agreement.

Borrower.  The word "Borrower" means Microlog Corporation,  Microlog Corporation
of  Maryland,  Old  Dominion  Systems  Incorporated  if  Maryland,  and  Genesis
Acquisition  Corporation,  jointly and severally and its successors and assigns.
The  word  "Borrower"  also  includes,  as  acclicable,   all  subsidiaries  and
affiliates of Borrower as provided below in the paragraph  titled  "Subsidiaries
and Affiliates."

Borrowing  Base. The words  "Borrowing  Base" mean, as determined by Lender from
time to time, the lessor of (a)  $2,000.000.00;  or (b) 70,000% of the aggregate
amount of Eligible Accounts.

Business Day. The words "Business Day" mean a day on which  commercial banks are
open for business in the State of Maryland.

CERCLA.  The  world  "CERCLA"  means  the  Comprehensive  Environment  Response,
Cmpensation, and Liability Act of 1980, as amended.

Cash Flow.  The words "Cash Flow" mean net income after taxes,  and exclusive of
extraordinary gains and income, plus depreciation and amoritization.

Collateral.  The word  "Collateral"  means  andincludes  without  limitation all
property and assets granted as collateral  security for a Loan,  whether real or
personal property,  whether granted directly or indirectly,  whether granted now
or in the  future,  and  whether  granted  in the form of a  security  interest,
mortgage, deed of trust, assignment,  pledge, chattel mortgagej,  chattel trust,
factor's lien,  equipment trust,  conditional sale, trust receipt lien,  charge,
lien or ftitle retention contract,  lease or consignment  intended as a security
device, or any other security or lien interest  whathsaoever,  whther cretaed by
law, contract,  or otherwise.  The word "Collateral" includes without limitation
all collateral described below in the section titled "COLLATERAL."

Debt. The word "Debt" means all of Borrower's liabilities excluding Subordinated
Debt.

Eligible  Accounts.  The words  "Eligible  Accounts"  mean,  at any time,  all f
Borrower's  Accounts which contain  selliong terms and conditions  acceptable to
Lender. The net amount of any Eligible Account against which Borrower may borrow
shall exclude all returns, discounts, credits, and offsets of any nature. Unless
otherwise agreed to by Lender in writing, Eligible Accounts do not include:

     (a)  Accounts  with respect to which the Account  Debtor is an officer,  an
          employee or agent of Borrower.

     (b)  Accounts with respect to which the Account  Debtor is a subsidiary of,
          or  affiliated  with or  related  to  Borrower  or its  shareholoders,
          officers, or directors.

     (c)  Accounts  with  respect  to which  goods are  placed on  consaignment,
          guarantted  sale, or other terms by reason of which the payment by the
          Account Debtor may be conditional.

     (d)  Accounts  with respect to whch Borrower is or may become liable to the
          Account  Debtor for goods sold or  services  rendered  by the  Account
          Debtor to Borrower.

     (e)  Accounts which are subject to dispute, counterclaim, or setoff.

     (f)  Accounts  with  respect  to which the goods  have not been  shipped or
          delivered,  or the  services  have not been  rendered,  to the Account
          Debtor.

     (g)  Accounts with respect to which Lender,  in its sole discretion,  deems
          the  creditworthiness  or financial condition of the Account Debtor to
          be unsatisfactory.

     (h)  Accounts of any Account  Debtor who has filed or has had filed against
          it a petitin in  bankruptcy or an  applicabtion  for rellief under any
          provision  of  any  state  ir  federal  bankruptcy,   insolvency,   or
          debtory-in-relief   acts;  or  which  has  had  appointed  a  trustee,
          custodian,  or receiver for the assets of such Account Debtor;  or who
          has made an  assignbment  for the benefit of  creditors  or has become
          insolvent or fails generally to pay its debts (including its payrolls)
          as such debts become due.

     (i)  Accounts with respect to which the Account Debtor is the United States
          government  or any  department or agency of the United States with the
          exception of those accounts which  aggregate to less than  $100,000.00
          during any one fiscal year of the Borrower.
     
     (j)  Accounts  which  have not been  paid in full  iwthin  90 days from the
          invoice date.

ERISA.  The word "ERISA" means the Employee  Retirement  Income  Suecirty Act of
1974, as amended.

Event of  Default.  The  words  "Event  of  Default"  mean and  include  without
limitation  any of the Events if Default set forth  below in the section  titled
"EVENTS OF DEFAULT."

Expiration Date. The words  "Expiration  Date" mean the maturity date or earlier
date of termination of Lender's commitment to lend under this Agreement.

Grantor.  The word "Grantor" means and includes without  limitation each and all
of the persons or entitles  granting a Security  interest in any  Collateral for
the indebtedness, and their personal representatives, successors and assigns.

Gurantor.  The word "Guarantor"  means and includes without  limitation each and
all of the gurantors,  sureties,  and accommodation  parties in connection with
any indebtedness and their personal representatives, successors and assigns.

Indebtedness.  The word "Indebtedness" means and includes without limitation all
Loans,  including all principal,  interest and other fees, costs and charges, if
any,  toghether with all other present and future liabilities and obligations of
Borrower,  or any one or more of them,  to Lender  whether  direct or  indirect,
matured or unmatured,  and whether absolute or contingent,  joint,  several,  or
joint and several, and no matter how the same may be evidenced or shall arise.

Lender.  The word  "Lender"  means  Farmers and  MEchanics  National  Bank,  its
successors and assigns.

Line of Credit. The words "Line of Credit" mean the credit facility described in
the Section titled "LINE OF CREDIT" below.

Liquid  Assets.  The words  "Liquid  Assets" mean  Borrower's  cash on hand plus
Borrower's receivables.

Loan. The word "Loan" or "Loans" means and includes  without  limitation any and
all commercial loans and financial accommodations from Lender Borrower,  whether
now or hereafter existing,  and however evidenced,  including without limitation
those loans and financial  accommodations  described  herein or described on any
exhibit or schedule attached to this Agreement from time to time.

Note.  The  word  "Note"  means  and  includes  without  limitation   Borrower's
promissory note or notes,  if any,  evidencing  Borrower's  Loan  obligations in
favor of Lender, as well as any substitute,  replacement or refinancing note jor
notes therefor.

Permitted  Liens.  The words  "Permitted  Liens"  mean:  (a) liens and  security
interest securing  indebtedness owed by Borrower to Lender; (b) liens for taxes,
assessments,  or similaR  charges either not yet due or being  contested in good
faith; (c) liens or materialmen,  mechanics,  warehousemen, or carriers,or other
like liens arising in the ordinary  couse of business and securign  oblligations
whicha re not yet  delinquent;  (d)  purchase  money  lliens or  purchase  money
security  interest  upon or in any property  acquired or held by Borrower in the
ordinary  course of business to secure  indebtedness  outstanding on the date of
this Agreementor  permitted to be incurred under the paragraph of this Agreement
titled  "Indebtedness  and Liens," (e) liens and security  interest which, as of
the date of this Agreement, have been disclosed to and approved by the Lender in
writing;  and (f)  those  liens and  security  interest  which in the  aggregate
constitute an immaterial and  insignificant  monetary amount with respect to the
net value of Borrower's assets.

Related  Documents.  The words  "Related  Documents"  mean and  include  without
limitation  all  promissory   notes,   credit   agreements,   loan   agreements,
environmental agreements,  guaranties, security agreements,  mortgages, deeds of
trust,  and all other  instruments,  agreements  and  documents,  whether now or
hereafter existing, executed in connection with the indebtedness.

Security  Agreement.  The words  "Security  Agreement"  mean and include without
limitation any agreements, promises, covenants, arrangements,  understandings or
other agreements,  whether created by law, contract,  or otherwise,  evidencing,
governing, representing, or creating a Security Interest.

Security  Interest.  The words  "Security  Interest"  mean and  include  without
limitatIon any and all types of liens and encumbrances,  whether created by law,
contract, or otherwise.

SARA. The word "SARA" means the Superfund Amendements and Reauthorization Act of
1966 as now or hereafter amended.

Subordinated  Debt.  The  words   "Subordinated   Debt"  mean  Indebtedness  and
liabilities of Borrower  which have been  subordinated  by written  agreement to
indebtedness owedby Birriwer to Lenderinformand substandce acceptable to Lender.

Tangible Net Worth.  The words "Tangible Net Worth" mean Borrower's total assets
excluding  all  intangible   assets  (i.e.,   goodwill,   trademarks,   patents,
copyrights, organizational expenses, and similar intangible items, but including
leaseholds and leasehold improvements) less total Debt.

Working  Capital.  The words "Working  Capital" mean Borrower's  current assets,
excluding prepaid expenses, less Borrower's current liabilities.

LINE OF CREDIT.  Lender  agrees to make  Advances to Borrower  from time to time
from the date of this Agreement to the Expiration  Date,  provided the aggregate
amunt of such  Advances  outstanding  at any time does not exceed the  Borrowing
Base.  Within the  foregoing  limits,  Borrower may borrow,  partially or wholly
prepay, and reborrow under this Agreement as follows.

Conditons precedent to Each Advance.  LEnder's obligation to make any Advance to
or for the account of Borrower  under this Agreement is subject to the following
conditions precedent, with all documents,  instruments,  opinions,  reports, and
other  items  required  under  this  Agreement  to  be  in  form  aNd  substance
satisfactory to Lender:

     (a)  Lender shall have received evidence that this AGreementand all Related
          Documents  haVe been  duly  authorized,  executed,  and  delivered  by
          Borrower to Lender.

     (b)  Lender shall haVe received such documents as Lender may request.

     (c)  The  security   interests  in  the  Collateral   shall  be  been  duly
          authorized,  created, and perfected with first llien pririty and shall
          be in full force and effect.

     (e)  Lender,  at its option and for its sole benefit,  shall have conducted
          an audit of Borrower's Accounts,  books, records, and operations,  and
          Lender shall be satisfied as to their condition.

     (f)  Borrower  shall  have paid to Lender  all fees,  costs,  and  expenses
          specified in this Agreement and the Related  Documents as are then due
          and payable.

     (g)  There  shall not exist at the time of any  Advance a  condition  which
          would  constitute  an Event  of  Default  under  this  Agreement,  and
          Borrower  shall have  delivered to Lender the  compliance  certificate
          called for in the paragraph below titled "Compliance Certificate."

Making Loan Advances.  Advances under the credit facility, as well as directions
for payment from Borrower's  accounts,  may be requested orally or in writing by
authorized persons.  Lender may, but need not, require that all oral requests be
confirmed in writing.  Each Advance  shall be  conclusively  deemed to haVe been
made at the quest if and for the  benefit of Borrower  (a) when  credited to any
deposit  account of Borrower  maintained  with Lender or (b) when  advanced  idn
accordance  with the  instructions  of an  authorized  person.  Lender,  all its
option,  amy set a cutoff time,  after which all  requests for Advances  will be
treated as having been requested on the next succeeding Business Day.

Mandatory Loan Repayments.  If at any time the aggregate principal amount of the
oustanding  Advances  shall  exceed the  applicable  Borrowing  Base,  Borrower,
Immediately  upon  written or oral  notice from  Lender,  shakl pay to Lender an
amunt equal to the difference  between the oustanding  principal  balance of the
Advances and the Borrowing Base. On the Expiration  Date,  Borrower shall pay to
Lender  in full the  aggregate  upaind  principal  amount of all  Advances  then
outstanding and all accrued lupaind interest, together with all other applicaBle
fees, costs and charges, if any, not yet paid.

Loan  Account.  Lender shall  maintain  onits books a record of account in which
Lender shall make entries for each Advance and  suchother  debits and credits as
shall be  appripriate  in  connection  with the credit  facility.  Lender  shall

provide Borrower with peridic statements of Borrower's account,  wich statements
shall be considered to be correct and  conclusively  binding on Borrower  unkess
Borroer notifies Lender to the contrary with thirty (30) days afterj  Borrower's
receipt of any such statement which Borrower deems to be incorrect.

COLLATERAL.  To secure payment of the Line of Credit and performace of all other
Loans,  obligations and duties owed by Borrower to LEnder.  Borrower shall grant
to Lender  Security  Interests in such property and assets as Lender may require
(the "Collateral"),  including without limitation  Borrower's present and future
Accounts and general intangibles.  Lender's Security interests in the COllateral
shall be  continuing  lliens and shall  include the proceeds and products of the
Collateral,  including  without  limitation the proceeds of any insurance.  With
respedct to the  Collateral,  Borrower  agrees and  represents  and  warrants to
Lender:

Perfection  of Security  Interests.  Borrower  agrees to execute such  financing
statements and to take whatever other actions are requested by Lender to perfect
and continue  Lender's  Security  Interests in the  Collateral.  Upon request of
LEnder,  Borrower will deliver to Lender any and all of the documents evidencing
or constituting the Collateral,  and Borrower will note Lender's Interest upnany
and all  chattel  paper if not  delivered  to Lender for  possession  by Lender.
Contemporaneous  with the execution of this AGreement,  Brrower will execute one
or more UCC financing statem,enmts and any similar statements as may be required
by applicaBle law, and will file such financing  statements and all such similar
statements  documents necessary to perfect or to continue any Security Interest.
Lender may at any time, and without futher  authorization from Borrower,  file a
carbon, photograph,  facsimile, or other reproduction of any financing statement
for  use as a  financing  statement.  Birrower  will  reimburse  Lender  for all
expenses for the perfection, termination, and the continuation of the perfection
of Lender's security  interest in the Collateral.  Borrower promtply will notify
Lender of any change in  Borrower's  name  including  any change to the  assumed
business  names of Borrower.  Borrower  also  prmptly will notify  Lender of any
change in Borrower's Social Security Number of Employer  Identification  Number.
Borrower  futher  agrees to  notify  Lender in  writing  prior to any  change in
address or location of Borrower's principal governance office or should Borrower
merge or consolidate with any other entity.

Collateral  Records.  Borrower does now, and at all times hereafter shall,  keep
correct and accurate  records of the  Collaterla,  all of wich records  shall be
available to Lender or Lender's  representative  upon demand for  inspection and
copying at any reasonable time.  jWith respect to the Accounts,  Borrower agrees
to keep and  maintain  such  records as Lender may  require,  including  without
limitation  information  concerning  Eligible  Accounts and Account balances and
agings.

Collateral  Schedules.  Cuncurrently  with the  execution  and  delivery of this
Agreement,  Borrower  shall execute and deliver to Lender a schedule of Accounts
and  Eligible  Accounts,in  form  and  substance  satisfactory  to  the  Lender.
Thereafter  Borrower  shall  execute  and deliver to Lender  suchd  supplemental
schedules of Eligible  Accounts and such other matters and information  relating
to Borrower's  Accounts as Lender may request.  Supplemental  schedules sahll be
delivered  according the following  schedule:  within  fifteen (15) days if each
month end.  Schedules  shall  itemize  Accounts  and  Eligible  Accounts  in the
following categories: 0-30 days, 31-60 days, 61-90 days.

Representation and Warranties Concerning Accounts. With respect to the Accounts,
Borrower  represents  and warrants to Lender:  (a) Each Account  represented  by
Borrower to be an Eligible  Account for purposes of this  Agreement  conforms to
the  requirements  of the  definintion of an Eligible  Account;  (b) All Account
information  listed on  schedules  delivered to Lender will be true and correct,
subject to immaterial  variance;  and (c) Lender,  its assigns,  ir agents shall
haVe the right at any time and at Borrower's  expense to inspect,  examine,  and
audit  Borrower's  records and to confirm with Account  Debtorsthe  accurancy of
such Accounts.

REPRESENTATIONS  AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the  date of this  Agreement,  as of the  date of each  disbursement  of Loan
proceeds, as of the date of any renewal,  extension or modification of any Loan,
and at all times any indebtedness exists:

Organization.  Borrower  is a  corporatin  which  is  duly  organized,  validity
existing,  and in good  standing  under the laws of the State of Maryland and is
validity  existing and in good standing in all states in which Borrower is doing
business. Borrower has the full power and authority to own its properties and to
transact the businesses in which it is presently  engaged or presently  proposes
to engage.  Borrower also is duly qualified as a foreign  corporation  and is in
good  standing  in all states in which the  failure  to so qualify  would have a
material adverse effect on its businesses or financial condition.

Authorization.  The execution,  delivery,  and performance of this Agreement and
all Related Documents by Borrower,  to the extent to be executed,  dellivered or
performed by Borrower,  have been duly  authorized  by all  necessary  action by
Borrower; do not require the consent or approval of any other person, regulatory
authority or governmental  body; and do not conflict with, result in a violation
of,  or  constitute  a  default  under  (a) any  provision  of its  articles  of
incorporation or organization,  or bylaws,  or any agreement or other instrument
binding upon Borrower or (b) any law, governmental regulation,  court decree, or
order applicable to Borrower.

Financial  Information.  Each financial statement of Borrower supplied to Lender
truly and completey disclosed  Borrower's  financial condition as of the date of
the  statement  and  there has been no  material  adverse  change in  Borrower's
financial conditon subsequent to the date of the most recent financial statement
supplied to Lender, Borrower has no material

Legal  Effect.  This  Agreement  constitutes,  and any  instrument  or agreement
required  hereunder  to be given by Borrower  when  delivered  will  constitute,
legal, valid and binding  obligations of Borrower enforceale against Borrower in
accordance with their respective terms.

Properties.  Except for Permitted Liens, Borrower owns and has good titke to all
of Borrower's  properties free and clear of all Security Interests,  and has not
exectued  any  secuyrity  documents  or  financing  statements  relating to such
properties. ALl of Borrower's properties are titked in Borrower's legal name and
Borrower has not used, or filed a financing  statement under, any other name for
at least the last five (5) years.

Hazardus  Substances.   The  terms  "hazardous  waste,"  "hazardous  substance,"
"disposal,"  "release,"  and  "threatened  release," as used in this  Agreement,
shall have the same meanings as set forth in the "CERCLA," "SARA," the Hazardous
Materials  Transportation  Act, 49 U.S.C.  Section 1801,  et seq.,  the Resource
Conservation  and  Recovery  Act,  49 U.S.C.  Section  6901,  et seq.,  or other
applicable state or Federal laws,  rules or regulations  adopted pursuant to any
of the foregoing.  Except as disclosed to and acknowledged by Lender in writing,
Borrower  represents  and  warrants  that:  (a) During the period of  Borrower's
ownership of the  properties,  there has been no use,  generation,  manufacture,
storage,  treatment,  disposal,  release or threatened  release of any hazardous
waste or substance by any person on, under, about or from any of the properties.
(b)  Borrower  has no knowlege  of, or reason to believe that there has been (i)
any use, generation,  manufacture,  storage,  treatment,  disposal,  releate, or
threatened  relase of any hazardous  waste or substance on, under,  abut or from
the  properties  by any prior owners or occupants of any of the  properties,  or
(ii) any  actual or  threatened  litigation  or claims of any kind by any person
rleating to such matters. (c) Neither Borrower nor any tenant, contractor, agent
or  other  authorized  user  of  any  of  the  prperties  shall  use,  generate,
manufacture,  store,  treat,  dispose,  of, or release  any  hazardous  waste or
substance on, under, abo;ut or from any of the properties; and any such activity
shall be conducted in compliance wioth all applicable federal,  state, and local
laws,  regulations,  and ordinances,  including  witout  limitation  those kaws,
regulations and ordinances  described above.  Borrower authorized Lender and its
agents to enter upon the properties to make such inspections and tests as Lender
may deem appropriate to determine compliance of the properties with this section
of the Agreement. Any inspections or tests made by Lender shall be at Borrower's
expense and for Lender's  purposes only and shall not be construed to create any
responsibility  or  liabilty  in the part of Lender to  Borrower or to any other
person.  The  representations  and  warranties  contained  herein  are  based on
Borrower's due diligence in investigating the properties for hazardous waste and
hazardous substances.  Borrower hereby (a) releases and waives any future claims
against  Lender for  indemnity or  contribution  in the event  Borrower  becomes
liable  for  cleanup  or other  costs  under any such  laws,  and (b)  agrees to
indemnify  and  hold  harmless  Lender  against  any  and  all  claims,  losses,
liabilities,  damages  penalities,  and  expenses  which  Lender may directly or
indirectly  suystain or suffer  resulting  from a breachof  this  section of the
Agreement or as a  consequence  of any use,  generation,  manufacture,  storage,
disopsal,  release or threatened release occuring prior to Borrower's  ownership
or interest in the  properties,  whether ir not the same was or should have been
known to Borrower.  The provisions of this section of the  Agreement,  including
the obligation to indemnify,  shall survive the payment of the  indebtedness and
the  termination  or expiration  of this  Agreement and shall not be affected by
Lender's  acquistion  of any  interest  in any of  the  properties,  whether  by
foreclosure or otherwise.

Ungatlon end CI~ No Ut-on. cwn~ ir,veeu~on,  adminlainalve proceeding or simlier
adon (~g thorn for unxaat taxes)  Sgainat  Borrower is pending or  tiresateriad.
and no other event has occurred which may mairilty ~ aI~md Borrower's  'Inanciat
condition or Pm-I. other than Egaton, claims, or other events, if any, that have
been cllsclosesl to and acknowledged by Lander in wrttfng.  Turn. To the best ci
Borrower's  knowtedg~.  all tax netuens and -sorts of Borrower  that are or warn
required  to be  ftlsd,  have  bean  lied,  and  'Ir  taxes,  aaeaas  and  ether
governmental charges have been paid in ft~ esoept those presently being or 10 be
oontesbd by Borroer in good faftil in the  ordinary  Coum.  of business  and for
which adequate reserves have been ~ced. U." Prlodt~.  Unim otherwiss prevlc~ -I-
to Lendar in  "rittr,g,  Borrower  has nol  enis'ed  into or  granted My smaurty
Agreements,  or the Ung or altacimeant  of any Security  Inlereeta on or etheUng
any of the Colateral dreciy or indima- securing repayment of Borrower's Loan and
Mote. that wourd be prior or that raay in any wsr be suresor to Lender's Securry
~ and lights in and to such  Cokteral~  Uing EffeoL This  -I-nt,  the Note,  all
S~urlty  Agraements d'dtv or ini-ify  sectakig  repayment of Borrower's Loan and
Nola and all of the ieelated  Documents are binding upon Borrower as well U Upon
~ower'a sccceaaors,  rep'esenllativea  and assigns. and are legally nIorcmbls in
accordanes  with their  resceetive  ~,.- C~~clal Pw~L BorrOwer Inendi to use the
Loan proceeds sefey for business or commorcimi related purpOeeL

<PAGE>
Einployee  Benefit Plans. Each employm benell plan as to which Borrower may have
~V ilabilly  com-es in all material  respeos with all app~alle  requrrets of law
and iggutettons,  and (i) no Reporabie Event nor IrroNibed Transaction (as dened
in ERISA) has occurred with resi- 10 any such -. (1) Borrower has nol 'ttlhdrnwn
from any such - or Initiated  stopa to do so. and (11l) no steps have been ~aken
te trtrrate any such ~L

Locatton of Borrower's  Offices and Recortlie.  BorrO~rs  pisce of burinees,  or
Borrower's chW :.-ll onion, if Borrower has more than ore place of business,  is
iccated  at  wt'D  Bokienrod  inane,  Geranwitown,  MD WL  uraesa  Borrower  has
designated  ofherwtse In writing this location is aiso the cittos or oetces wise
Borrower keups its .,,,~ us ~ the ColeteraL

twitortoeleL M infomnallen  hanaloatre or conteporancousty  harewith t~id~hed by
Borroirer to lesnoer for the purposes of or in cow.cIion  wUil this Agreement or
any' iran-dion  conlemptaled trereby is, and all information laaeabr ~nishekl by
or en behaif of Borrower to Lender will be, true and accurate in every  material
mspect on the date -of which such  information la elated or cermed;  and none of
such  inlormation  is or will be  Irmompisee  by  omttinlf  to state  any ~ fect
nacessary to n,ake such loformalion not misladling.

Survival of Representations and Wasasnilpa- Borroor understands and agirses that
teander.  without indefsndent Irn-alon, is rehing upon the above representattons
and ~ietes in asiending Lowi Advances to Borrower.  Borrower  luther agrees that
the tofeg~  Iep~ntatiors  and warranties shall be corilnuing in nature and shall
rensain in full foroe and enact until such tithe as Borr~  Indeotedness shall be
- In fuit.  or uni this  Agreement  shall be  terfunated  in the manner ~derl a~
wivehever is the last to cocor.

AFFIttMATIVE COVENANT:.  Borrower' c~rats and agrees with Lender thet, w~~e this
Ag,ee- is in elbaf, Borrower w; Utitiot~ Prompity ~ Lander in wrttlng of (a) all
material adverse dilanees in Borrower's financial condition,  and ~) all esising
and all tl'reatened litigation, cw~ investigatons, admirtistalive procoedings or
stmllar  acttons  ~tcctirg  Borrower or any Gueranlor wllch co~d mat~ aftuct the
unanctal  ccndtion of Borrower or the  ilnancial  corolition  of any  Guarantor.
FinanaW IOecO~a-  llaintaln lis bcoks and reoords In ecoordaocs  wllhger~ly wasp
led accounting  prtnctptes,  applied on a ~slstent basis,  and permit Lanclar to
earnire and audit  Borrower's  books and records at all  raascnabb  Um~ lccnclal
SWenenia-  Furrish  tender WII~ as acon as avalable.  but In no event later than
on.  hundmd  twenty (120) days alter the end of eacl'  fiscal  year,  Borrower's
balence  sleest  and  income  slalernent  for the year -ti  audited by a certtod
pubilo accountant  Saustactory to Lender,  end, U Soon U mmkbie, but in no event
later than  thirty  (30) days alter the and of each  ltscet  qualter,  ~ balance
shesi and  profit  and loss sa~t for the -ied  ended,  prepared  and  apriled as
correct to the best kn-sdge and beluf by  Borrower's  chic'  financial  cfker or
other -Eb.rioer or person  aconittabis to Lender. M itnancal mpods 'qutred to be
prc,,lded  under this  Agreement  shall be  prepared In  accordance  with pun-dy
acoepted  accounllng  pfln~  apIsUed en a  cor,sstent  basts,  and  rerttaxl  by
Sorroweras  being  trrre and  coract.  Addittoarni  informatton.  Furelsil  such
addlionel  Wormation  and  stalemurtis,  lists of  asasla  end  '-~~f,  agl~u of
raevablas and psyables, Invenlory schediius, bu~t~ ~casts, tax nefwns, and other
reports wilh respeci to Borrower's financial rondilon and busIness operation" a"
tender may r~quest from ume to Iftie.  Financial Covenants and RatioL Co~ly with
the following covenants and ratios:

Tengilee Ne~WDnh. Reflect a, m,,',,,~Te~~1e Ne?Woith8fnof ieee th~ 9~.520.OOO.~O
by January 31. 15I~ end Inc~~a.ing the minimum Tangible  NetWorth by e2OO.OOO~Oo
each  quarter  therealte,.  U  12~1~199S  L~un No 00001  LOAN  AGREEMENT  Page 5
(ConUmied)  I ~  ~  Net  Worili  Rallo.  lialsiIn  a  silo  ci  Total  lasbEtles
toTa~~~lalfel Worth of tern than US to ISL

cunani Ratio.  Ntalnleln a silo of Cimunt A-mt' 10 CuIttani Umblililas in eem of
iao to i~ ~mpt as ~ded  a~oyw.  alit  con-ahona  ma~to ~  comollance  with  tile
netiUkWments  centained  in INs  t:aragm~  shall  be  mmd.  in  accordance  wlIh
ganenally acoceed accounting ~les.  api:lled on a coruistent baste, and ceeliled
by Borowerm being trim and su,~:

iiwwance~  Maintain Ilire and other 115k Insunance.  P'-~~u liabItEy ~msnce, and
such other Inswance as Lender may lirom Ime to lime

IUI$Onet~  re:lirlre  with  naspentlo ~  properties  and  epersUone,,  in lorrn,
amotanla.  covensees and with InsLiuflO. compan~ ~ to ~mncler. ~tower,- upon re~
ci Lencler.  wit daleer to Lender from lime to lime tile policies or ceruficafes
of Insurance in

lorm  saistactory  10  Lencier.  ln~ding  sliptiliattons  that  ~::  wit  not be
Cancellel or  diminishafi  without at laaat Ilitty ~) days' - wrfIen  noflorn to
Lender.  Each insisanom  polley alao thai Incltidi an  endorsement  pr~ding that
noterage in fever Of Lender wi' not be "n-md in any way by any act,  omlaelon or
deatilit of Borrower or any other person. in connection with alit pcllciea -mit.
'mets in whi EAndier heios or Is .. a sacLNftv inlerest for tile Loans. Borrower
will prov~e Lender with such loss pnyatlle or other endorsements as Lender may

laattrwicu  U-IL  Furrish Ia  Lender,  upon raci- ci  Lender,m~  on each  aesing
in,~nom ~Icy aloowing such  i#Ww~stlen  as Lander may masnabty  nae-.  Inciwding
without llmftton the following:  (a) tilem of the irsurar, ~) the risks insured:
(c) tile amo~ ci the  poi~~;  (d) the  properlim  ln:ur~:  (a) the then  oturent
peopety  vlitues on tile basis ci wtycn  fruwance  has been  Obtalnad,  and tile
mannur of  detorntinlno  tilesa  varrn~ and (1) the -ration  dete ci tilep~.  in
adillon, upon reqLiesI of t"ander ~ow~ notmore often than arnua~ly), Borrower WE
have an indq~~rt appiubw uhftectorr' to Lender dotmine, as appicable, 'he actual
cash value or r-.fcerr.nt cost of any

<PAGE>
Coateral. The cost ci such appraisal shill be palel by Borrower.

Other ~ ~ with afl tmC und  aoi'dklora ef as other matartaf  aenlenanti  whether
flow er heimifter  exbtlng.  between  ionte'~ - any ~,,4 paity efti  ro"'yL8f~er
kuwefately  fri  wTftkig  of  any  defaut  in  IoMig~Im~n  with  any  J~-  uucli
agreements.


Loan Proceeds.  Us. all Loan proceeds  solely '0' tile lottowing sPcEc purocaes:
to srotrlde at3ort term wofictog c-tel. Tacis,  Citargug end tlte~ Pay and d~rge
when due all of ifs lnd~ladress and Obigationa. including witheut ilvitaton alit
assessments,  taxes,  g~mmental  char!-,  levies  and  tie'.,  of every kind and
nature, -osad upon Bo'mwar or 115 properties.  income, or proftis,  priorto tile
date on which -ties would atlach, and all tewiul cirnirni that. if unpaid, might
become a lien or charge upon any ci Borrower's  pro-.s,  income, or cr~ Provided
howevter. Boroower wit not be required to pay and discharge any such naeeirmant,
tax.  charg.,  levy. lien or claim 50 long as (a) the legmitly of the sam, shalt
be contested in go~ fisith by  appropriele  proaa:llngi,  and (b) Borrower shall
have  establlshad on its beaks adequale  reeervea with naspect to such contested
aisessment,  tar.  cherge.  ~,,  tian,  or cialm in  accordance  with ~ accepted
accounting  pracli.  Borrower,  upon demand of Lender.  will  futTlish to Lender
evidence of payment of tile assessments, taxes. ciages. tev:ei~ ~ and claims and
wit authort~ the appropriate  governmental  official to deilver to Lender at any
time a written statement of any assessments,  till,,  charges, ~ lief~ and caima
sgalnsl Borrower's properties. income, or profits.

Performance.  Perl'rm and compry with ill terms. conditiona,  and provisions set
forth in this -I-ni and In tile Relai~ Documents in a Mfm~ manner,  and promptly
notify  Lender  if  Borrower  learns  ci  tile  occunence  of  any  event  which
constitutes  an Event of  Default  under  this  Agreornent  or under  any of the
Related Oocument~

Operationa.  Melntain  eeecullve and management  pemonni' with subsianialty tile
sarn,  qumlicalons  and  expedence  as tile  pnsaent  executive  and  management
personreel:  ~de  written  neltoe  to  Lender ci any  change  in  executive  and
na~e,r'ent p~mannel;  condud its businam aflii~ in a reaao~le and prudent manner
and  in  corn-Ice  with  alit  app~a:le  federal.   state  and  municipal  laws,
oroinancea, rules and reglidions respecting its properbm, charters, busi~aes end
Operalons, inctuding ~out limitation, c~aro:e with the Americana Wih Disaltiltea
Ad and with all minimum funding standards and other  requlrements ci EIIIISA and
other laws appicatila to Borrcwers employee benelit i:la~

Inspecuon.  Permit  employms or agents of Lender at any ~onable  lime 10 Inspect
any and alit  Collateral for the Loan or Loans and Bortower's  ether  properlies
and to ~ or audit Borrower's books. accounts, and records and to make copies and
menroranda of Borrower's books,  accounts, and recordL if Bcrronee now or at any
time  hereafter  maintains any records  ~ncludlng  without  Imitaliton  computer
generated  records and cornputer  softwane  programs for the  generation of ~uch
necords) in tile  poeeessiion  cia third -V.  Borrower,  upon request of Lender.
shalt  flout' such party Ia permit  Lander  free access to such  rucords at alit
reasonable times and to provide Lender with cooles of any ri~ttls U may request.
all at Borrower's e:q:,nss,

Compliance  Cenitficate.  Uniess waived In writing by leder,  provide  Lender at
least  annually and at the tima of each  disbursement  ci Loan  proceeds  with a
certificate  executed by Borrower's oteaf finencimi olftcer, or other ortlcer or
I:erson acceptacle to Lender,  aertlying that the representations and warranitee
set  forth  in  this  Agreement  are  true  and  correct  as of the  date ci the
certifteate and further certielnill that. as of the date of the certlilcate,  no
Event of Default asists under tills Agreement

Environmental  Contilo-ance and Raporta. Borrower shall ccmpiy In all nesp~ with
alit  environmental   proteetlon  ladosil,   state  and  local  laws.  statutes,
regtlations  and  ordinances:  not  osulse  or penn to  exist,  as a ."s'~ of an
Intentional or unlintentional  action or omission on its - or on the part of any
third  patty,  on pro-V owned  andfor  cocupied  by  Borrower,  any  em~onmental
aattvtty where damage may nasult to tile  en~onment,  uniess such  envlnonmentai
acivilyis  pursuent to and In co~Ian~~ with tile  contiltions of a permit lesued
by tile aporapriato  federal,  state or local governreental  authorilies:  shall
turnish to Lander  promptly and in any event wtihin thity ~) days after  receipt
themof a copy of any notice,  summons, Ian, cielon,  diractive,  latter or other
communication  tram any gc"ernmental  agency or  instrumentallty  concerning any
inlenUonal or  unintentional  ~ion or omission en Borrower's  part in connection
with any  environmental  ~ whether  or not  there is  damage Ia the  environment
andlor other nalural nasGWc~

Additional Amura,,c~ Make, exu'cute and delivar to Lender such prcmlsscry notes,
mcrtgages, deits of trust, securtty agfn~rts, inancing statements,  instruments,
documents and other agreements as Lender or its attorneys may reasonably request
to evidence and aecure the Loans and to perfect alit ~trtly inleresta.

RECOVERY OF  ADDiTIONAL  COSTS.  if the  Imposition of or any change in any law.
rule.  regulation or  gui:telira,  or the  Interpratatton  or applicalion of any
thereof by any court or udmirsa live or  governnaantal  authodly  (including any
request  or policy not  having  the force of law)  shall  impose.  madly or mako
applicable  any taxes (except U.S.  federal,  slate or tacal Income or franchise
taxes imposed on Lender),  nesar"e  requirements.  -~' adequacy  requirements or
other  obligations which would (a) incrasse tile cost to Lender for extending or
raelntaining the credit facilities to which tills Agreement  relates,  ~) reduce
the amounts  payable to Lender under tills -I-nt or tile Related  Documents,  or
(c) reduce tile rate of return on Lender's  capital as a consequence of Lender's
obligations with respect to the credit facIlities to which this Agremnt relates.
Ihen  Borrower  agnees to pay Lender such  addlUonal  amounts as wit  compensate
Lender  itteafor,  w.*i Uve (5) days  atter  Lender's  written  demand  for such
payment,  which demand shsU be accompanied by an eppianation ci such l,nposition
or chw~ and a calculation in reasonable deteif of the additional amounts pavable
by Borrower, which erparation and caicuetions shall be conclusive In the absence
of manifest error.

NEGATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that while this
Agreement is In effect, Borrower shall not, without the IOlcr wrttten consent of
Lender:

indebtedness  and Liena. (a) Except for trade debt incurred In ihe normal course
of business and indebtedness to Lender contemplated by this

<PAGE>
U 1 2-1~1995 LOAN AGREEMENT Page 6 Loati ND 00001 - (ConUmi.d) A'wn.n~ Oea~ ~ Cr
assume iteebtedness for b~EYowW money. Iftoluding C- ""'- ~) -epi as allowedas a
Parirrited u.n, :.'~ inansfer. morl~ge, assign, -cige, ~ grant a aecurily iniest
in, or any of 8wmw~~ mu~%r (0)...  withnecoue any of ~ mogowis, to leandar.  "~m
aeg~~ "~ in -w .n.  taraeaa,,,  e~-  20.OOO.OO  Oon~ of O-omL (a) Erigeog in any
buelnees ~ aialsuii~  eellanant than thorn in whoh sorrow~ Ia prasently angageel
~) orceaseSsil ~teralEonR.  Equidmia, "~h ~ acqdlre or cioidsle with anyother ~,
- nwn~ iwove or transfer out el the ortllnary  course of bwinm, Co) pay any ohis
en B~ywier'e afok (other than ~ pm~ In as st~dc).  ~ that  outwIiluIm~ the ~ but
only ee fooli as no Event of D~bij has o~wi and IC  ecotinuing  or would  result
Irom the payment of ~ V ~ tea ~$ub-tar $  Corporrtlien~  - daithati in the ~ ""-
Coda - 1~ as en~n;ied),  ilonower may pay cash ~ on illa 'toll. shrn~~wm *wn urn
to lima in minourie naoeeeey to enaille the aharehokters  topay incaoe taxi. and
-ake ~n'ated  kiobma fa'r payments to ~ their "'~ undar '~' and state tear which
aissa - - their ea~ - ~ of a ~ohi~ $ COvpWdon bmum of their ow~ of ~raa of stook
of Boiv~wur,  or (d) pINchum or naera any of uorr~  autsta~~ng  haaaa or aMer or
amend 8orroww'e C- ekuci~~

-~. Aee-Im and ~eraali~ (a) Loan, Insset in or ed~ai~ rnoney or aeaete, ~ p~eae,
cnaafe or acquire any lnierestinanv oiher n~f~ Or Wily, or (c) iflOLv any
~ltgaton ass-or guarantor ether then in the ~ course of bUII-L


CEBSATION OF ~~MIICEI.  if leandar his made any  oommlrnent to malee any Loan to
~mowar, whelter undor thip -I-nt or under any other agraament~ ~dar ahit have no
o~llon to make Loan Aduenoas or to dieburee Lean pmmeeda V'. (a) 9on'orer or any
Oue~nior  is in  delauri  under  the  terms  of  Ihie  Ag~ or any of the  flawed
Documenis Or any ether aiire~ that Berreer or any Guarantor has wilh Lender;  ~)
Borrower or any ~wnatoor Inaavt, ill-a -Eon in bankruptcy or similar pm--. or IC
~u;lgnd a bankrupt;  (c) there occurs a material ~ change in Boirowere  llaanlai
cond~  in  Rh.  Unanclal  oo~IIOn  of any  Guarantor,  or in  the  value  of any
Collateral  ee'~ any Loan;  (dl arw  Guarantor  i.eks,  deima Or  otl'eh-ee ~ to
llmlt.  madifr or ~voke such  Gimrrnnr'a  guaranty of the Loan or any other loan
with Lender



NON~~~OE ~ Borrower aems lopay Lender ragutar q~terry payments of d aoorued un~d
naf~~ge lees due as of each  payrnent  dale, ~ 10.1906 with all sueeect-  no~~ge
toe  payments  due on the mme - of each ~tor,  ~raaflor.  m. daly noi~~ge tee is
compofef  on a 3851~ ~e Intrest  basis;  that Is, by  ipplying  the ratio of 03%
annuai  nor~e rate over a year of 355 days,  Inultipied  by the unused  --ilisal
liaia~

RIGKr OF SETOFF,  Borrewer grants to Lender a contractual posmm~ mcis~ lIlSareat
in, and ftereby aeatgna,  convays,  delh,w:~  pJadges,  and ~stare to Lender all
Borrower'.  vighi.  III.  and  Interest  In and to,  Bwt~  socourts  with Lender
(whether  olkoking,  sa'4"g:~ Or eome other  account),  Endudng ~ 5mllatlen  all
aooounts bald Jolnity with someone  ellea and all accounte  Borrower may open in
the hiure,  ecoluding  ho~~~ever all RA, Keogh. end Irsart anceunte.  Iloorrowe'
LIIhwsia Lender1 to the extent permitled by appkbte law, to charge Cr seloff all
sums owing on the lndebtadr~ against any and a' such anceunts.

EVDITS OF DEFAILT. Each of the tolawing shall constit~j an EvenI of Defeut under
thie ~

Defeuft on  ~bledlneas,  Fallure of Borivwgr to make any payment when due on the
Indebt~~

Other ~. Fallure of Borrower or any Grantor to co-v with or to irerlorm when due
any other terrn, obligetion,  cove~mrt or condi~on conlalned in lie Agree- or in
any of the Related Documeria,  or liallure of Borrower to co'npty with or to ~rn
any other  terrn,  obfpation,  covenant or ~ onrtte'ned  in any other  aQreanant
between Lender and lerewer.

Deltaull in Favor of Thlnf l",,~-t Skoidd  Bormw'ar or any Grsnlor deteult under
any loan.  exteraslon of or~~ security  agreement,  pursh~ or satee agfi~ or any
ether  egreggent.  in llaor of any other or pemon tfaat "lay mmiu~mly ..I any of
aorrowarrt propeny or Bwr~r'p or any ~aiir'a ibmv to rppay the Loin. or ~,,,,..,
their 'uapeclh. onggalons under tt,ts -I-nt or any of the Related Documw~

Fallee  8talemats,  Anr'  warranty,  -raaenta- or utaterr~  made or turniphed to
Lender by or on behalf of Boreower or any Grantor  under this  Agreement  or the
Related  Documents la false or  rnielmding  in any malitat -tat the tirn made or
ftwrished, Cr beooroos jelse or misloading at any time l,,,,--'6.

DeItfOItrre  COBfl~fall~Ion.  This  Agrewnpnt  or any of the Related  Dccurrents
ceeees 10 be in t% force and effect (Including allure of any ~ec'1ItV  Agreement
to create a Vald and pml~ctd ~ interest) al any Iu and for any rrns~

loeolYenaV.  The  diaolution  or  lenninsiton  of  Borrowr~  uditeos  as a golog
busfneas,  or a trustee or ..~ is appointed for Borrower or for alt Ore a~tatiei
porlon of the of  Borrower,  or  Borrower  makes age-  ~reeent for the benuft of
Borrower's  oreditom or B~ur film for Ixi.Ir~y,  or en InOoluntery bsrk~ -Eon is
tilad agalnst Borrower and such Involuntary pgan rerttalns un~~lad for ~bdV (60)
days,

Ciedilor or  Forteflum  P~Ocein~  Commanoernent  of  foreclosure  Or  fortlittre
proomings, whether by ~ pmc~n~ sef~,

<PAGE>
raposseasion or any ether ~titd, by any creditor of Borrower, any ofedlor of any
Grantor against any oollateral securtng the Indebtednes,  or by any governmental
~ancy. Tha includesa  I;arnlshmw~  attach-I,  or levy on or of any of Borrower's
deposit accounis wth Lerider.




AEe,rera,e CIimii~AmaIrlal adverpe onange ~ in lorrower'e Ir"arcal.cond~~on,~


EFFECT OF AN EVENT OF DEFAIAILT.  if any ~vant of Iieieuit shall coolir,  m'oept
wares otherwisa prvvi~ in it'is Agrernineni or the F~lated 0ocixn~, all com~ntns
and Dbligattons of Lender under this -'II- or the Related  OocWTI.a or any other
agreement  ir',medlatellr  wil terMInate  (including  any obligelon to make Loan
Advanoas  or  disbureamants),  and,  al  l"ender,a  optioo,  allaun's  owing  in
connecuon with the Loans, indudng all p'fr- lr,iereat. and all other laes' costs
and clesrges,  if any,  wllll becorn  lmmantsleiy  due and payable,  all without
nollorn of any kind to  o,,ower,  except that in the - of en Event of Dofault of
the typa dmoribe:l in the ~reef',e~ subsectIon ibowa, such mocelaration shall be
automulic  and flot  optionaL in addItion,  Lender shall have all the rights and
,u..w51  provided in the  Related  Daurents or  avallable  at law, In equty,  or
otherwe. Exoe- as may be proIiltt~ by aooIlcable law, all of Lender's rights and
remulee shall be  cumulative  and may be execteed  singularly  Cr  concurrentty.
Election by Lender to pursue any remady  Shall not  eaclude  pws,'tl of anyothor
remedy,  and an  elecion  to make  ewpDndltures  or to  take  ~on to  -~orm  a,,
obigallon of Borrower or or any Grantor shall not aftoct Lender's right to ~LC a
detaul and to axerolse Its ~hts and remedies.

MISCELLANEOUS  PROVISIOIIS.  The fofowing miscellaneous prov~sicns are a pert ci
this Agreement:

Amen'fmentL This Agreemerif, together wjth any R~lated Documents, consUtutes Ihe
entire understandluig and agreement of thu parties as to the
I
I
1~-1~1995       LOAN AGREEMENT  Page 7
Lo.nHoOO~~1        (ConUiwed~.

metier,..' toth in Itil Agneemeni No alteralon of or amendment to thls AGreement
shati be elbdve  unim  grvmn w' wrling and  "oneel by the party  or-i--Il  to be
char- or bound by the alteration or anieridmeriL

Appllcbllle  La.. ml.  Agreement  shalt be Oovernd by.  con*u.d and e~meel in ~-
with the laws of the slat.  of Ma~Mmr-L  LENDER AND BORROWER  EACH ilEREBY WAIVE
ThIAL BY ~RNiY IN MW ATTION OR PROEEDIN~ TO WIIICK LENDER OR  BORIIIDWIR  MAY BE
PAliiITI~  ARISING our OF, OR itl ANY WAY  PERTAINING  To, TilIlS ~ IT 18 AGREED
TIIIAT THIS WAIVER  CON&rn~S A WAIVER OF TRIAL IllY JWIY OF ALL.  CLAIMS  A~EIST
ALL PARTIES TO aUCH ACTIORS OR PROCEEDIMG8. THIS WAIVER IS KNOWINGLY, WILILINGLY
AND  VOLWIrARILY  MA~ BY LIND~ AND  BORROWER,  AND  LENDER AND  IIloRROWER  EACH
IIEREBY  EIlEI'RESIBlT  TIIIAT ND  REPRESENTATIONS  OF FACT OR OPINiON HAVE BEEN
MADE IBY ANY INDIVIDLIAL TO INDUCE THIS WAIVER OF TRIAL BY JWUY OR To EN ANY WAY
MODIFY OR NILUFY ITS EFFECT.  BORROWER  RJRT~~  RIltRAISENTS  THAT  DOF~WIER HAS
BIDEN REPRE~ED IN TIE SIGNING OF THIS AOREEMIBNT AND IN ml MAAING OF THIS WAIVER
BY INOEPEI~  IEGAL  COLPIS~  SELECTED OF  BORROWER'S  OWN FREE WILL,  AND TIIIAT
BORROWER HAS HAD THE  OPt,OIIIIIINITY TO DISCUSS THIS WAIVER WITh COUNS~ CapIlon
Heedin~~ Caption  lecadings in this -I-nt are for convenience  purposes only and
are not 10 be used to in'.- or define iha of the AgreemmnL

Niumpia  Parties,  Cor;-e  Authority.  A"  obligations  of  Borrower  under Ills
Agraement  sIsali be jolnt~and  several,  and all  retirrencea to BorrOwer shall
mean each and every Borrower. Thts means Ihat each of the Borrowem sigrrrg below
Is miponsibte for WI obNgetton. in this Agreement.

ConaenI to ~xtm~Ictlon.  Borrower  Irrevocably submits to the Jwisdlcllon of any
state or bderal cowt aitting in the Stale of IaarI-nd over any suit,  motion, or
pr-dlng  arIsing  rut of or  relatlng to this  AgreewienL  Borrower  irrevocably
welvea,  to the issleat m(ient pefmied by law. any ob~n thai Borrower may now or
irereafter  have to the taying of venue of any such suit,  action.  or procmdtrg
brought in any such court and any claim Ihal any such suit, action. or pro~~oing
brought in any such Cowl ha. been braught In an Inconvenlenl looi~ Rnal Judgment
in any such suit,  edion,  or  prooci'irg  bnougl"l  in any such court  shall be
conclusive  and binding  upon  Borrower and may be enforced in any cowl In which
Borrower is subject to jurtsCSclion by a sull upon such judgment provided that L
of procea,  Is e~ctett  upon  Borrower  as  provided  in this -I-nt or as oth~se
per,nlttetl by applicable law.

Consent to Lean  ParUcipalion.  Borrower agrees and consenis to Lendet's Sale or
trarster. ~ now Or laler. of one or more particifetion interests in ihe Loans to
one or more  purchasers,  whether  reatal or  unrelated  to  Lender.  Lender may
provide.  without any Unitatori whaIscevet,  to any one or nrore purchasers.  or
potential  p~asers.  eny information or knowtedge Lender may have about Borrower
or about any other matter  relating to the Loan, and Borrower  hereby wah~as any
rghts to -lacy it may have wiih nesoeci to such matte's.  Borrower  additionally
waives  any and at  notices of sate of  l'artclpailon  Interests,  as well as an
noticm of any ripurciusa of such  panielpation  interests.  Borrower also agrees
that the purchases of any such partlcipallan interests witi be considered as the
tbsol~ owners of such Interests In the Loans and win have all the rights granted
under the  partielpation  agreemeni or  aereernents  governing  the sale of such
participation interes~ Borrower hxther wihms at rights of olfset or counterclaim
that II may have now or laler agaInst  Lender or against any purchaser of such a
piatl~aIon  intersst  and  unconditionally  agrees  that  either  Lender or such
purchaser may intorce liorrower's  obIloation under the Loans ir'anpactva of the
failure or Insolvency of any holder of any interest in the Loans. Borrower ~iher
agrees thai the purchaser of any such pattielpation Interests may enforoe its

<PAGE>
interests  irr',Spective  of any persoraal  dalme or deferises that Borrower may
have against Lender. 4

Cosie -  Expenese.  Borrower  agrees to pay upon  demand  alt ol ~  incurred  in
connection  with this Agreement \ or in connection with the Loans made pursrrant
10 this Agreement.  ~ject to any uffis under  applicable dew, if Lender hines an
attorney to haip enforce this Agreement or to colect any Indebtedness,  Borrower
agrees to pay Lender's  altorneys'  tees, and all of Lender's  olher  collection
expenses  whether or not Ifteig is a lawsuit ansi  PncIi~~ng  legal  ~cpnses lor
bankruptcy pro~ecingL

NoticeL  M  notices  required  to be -~ under  this  Agreement  ahel be given in
wiling,  may be sent by  tetelscsimi1,  and  staill be  el~mctve  when  actually
delivered if hand  deilvered  or when  deposhed  witi,  a  nationally  reeognI~d
~vefliglil  courter or deposited as certilied or mgiiteeed  rrieil in the United
s'atea mat, lirsI clasa,  p-- prepaiil.  addressed to the -V to wiurt the notlee
is to be given at the  addmm  shown  abovL  Any ~ may  change  Its  address  for
r,otices  under this  Agreement by giving  tornael  wiffiwi  nottee to the other
parties,  specifying  that the  purpose of tP'e  notice is to change the patty's
address.  To the m~ant  pennined  by  applicabte  law, Ii there is more than one
Borrower,  notice to any Borrower will constitute  notice to all Borrowers.  For
notIce  purposes.  Borrower  agrees  lo keep  Lender  Informed  at ati  limes of
9orrower's cunent addressias).

&evereblldiy. If a court of cornpeterttt JurisdIction Inds any provision of it's
Agreement 10 lii in~i~Ud or unenforceable as to any person or circumstance, such
Ilndtng shall not render that provtsion Invatid or unenforceabte as to any other
persons or  circumstances,  if lea~le,  any such  offending  provIsion  shalt be
deemsd  to be m~ied  to be  within  the  Imits of  enfoeceability  or  vafldiiy;
however,  if the  offending  peoyI$E.on  canrict  be so  modified,  If  shall be
siricken and all OIlier provIsIons of this Agreement In all other respects shall
remain valId and enforceable.

Subsidiaries  and  Affiliates  of  Borrower.  To the  extent  the  conled of any
provIsions of this Agreement makes it appropriate,  including  without Iimi~iott
any  ruoresenlation,  warranty or coveaant,  the word  "Itorrower' - used herein
shalt  Include all  subsidiaries  and aUlates of Borrower.  Notwithstanditg  the
foregoing however,  under no circumstances  shalt this Agreement be consirued to
require  Lender  10 make  any  Loan or  other  tinancii,I  accommodalion  to any
subsidlary or affIlIate of Borrower.

Succassiors end Assigns. M covenants and agmenerts  contained by or on behalf of
Borrower shall bind its successors and assigns and shall inure to the benefit of
Lender, Its successors and assigns.  Borrower shall not. however, have the right
to assign its rights under this Agreement or any interest  therein,  without the
prior written consent of Lender.

SurvIval.  M  warranties,  represenlatlons,  and  agreements of Borrower in this
Agreement shall survive the mal~ng of the Loan or Loans conte~~lated hereby, and
shall be deemed  made and  redated by  Borrower at the time of the ma~ng of each
disbursement of Loan proceeds. Time Is of the Essence. Time is of the essence in
the performance of this -I-ni.

Waiver.  indugacce by Lender with respect to any of the terms and  conditions of
this Agreement or the failure of Lender to exencstt any of its rights under this
Agneernent  shall not  Constitute a waiver  thereof,  and Borrower  shall remain
liable  for the  strict  pwformanc~  ol such  terms  and  conditions  unti  this
Agreement  shall be terminated.  No provision of this Agreement may be walved or
modfted  orally,  but all such  waivers or  modifications  shalt be In  writing.
Whenever  the consent of Lender is requimd  under this  A~nwit,  the granting of
such conaent by Landw in one Instance shal not  constifute  Lendet's  continuing
consent in subsequent  instance's,  and In eti ceaes such consent rnsy be gmnied
or withheld in the sole  discretion of Lender.  1~-1~1995  LOAN AGREEMENT Page 7
LnanNoOOOOl (ConUmi.d~.

matters aet torth ~ this  AgreumwnL No alteration of or amandment to this A'eem~
sIasIl be eIb~e unlem ~n in wrung and SlEnesi by the party or pwIiee IOU~ht lobe
char- or bowid by tha alteration or amendment.

ApplIcab~ Lalir. ml: Aoresrnertt shil be goverieri by. rrors~erl and u:l~rcri in
locordence  with the "WI oft.  State of M-InCL  LENDER AND BORROWER  EACH ~RElBY
WAIVE ThIAL BY ~AIY IN ANY ATTION OR  PA~IEEEDliG  TO WIliCH  LENDER OR BORl'tO~
MAY BE PARTIES, ARISING our OF, OR IN ANY WAY PERTAIIfING To, ThIS AilI-MEN~. IT
IS AGREED THAT TIfES WA~VER CONSTETurES A WAIVER OF TRIAL BY JLMIY OF ALL CLAIMS
AGAINST ALL PARTIES TO SUCIt ACTIONS OR PFIOCEIBDIMG5. THIS WAIVER IS KNOWINGLY1
WILLINGLY  AND  VOLWrrARLY  MADE By IlIENDER AND 8O~IIOWE~ AND L~ER AND BORROWER
IEACII IIIIEREBY  REPRESENT THAT NO ~PRESENTATIONS OF FACT OR OPINIOII HAVE DEEN
MADE BY AMY  IMOIVIDIIiAL  To I~CE  THIS  WAIEER OF ThIAL BY ~Y OR TO EN ANY WAY
MODIFY OR NILIUFY ITS EFFECT.  BORROWER FURTHER  R~IIBell'S THAT BORROWER IlAtti
BEEN  REPRESENTED  IN ThE  SIGNING OF This  AGREEMENT  AND IN THE MAKING OF ThIS
WAIVER BY INDEPENDENT I,E~AL COWISEL,  SELECTED OF BORROWER'S OWN FREE WILL, AND
THAT BORROWER HAS KAD TrIE OPPOFmMITY TO DISCUSS THIS WAIVER WITh COIINSEIL,

Caption  IllsedIn~  Caption  headings  in this  Agnaement  are  tor  conventence
purposes  oriy and are not to be used 10 interpret or define thu  provisions  of
this -I-~

Multipla Partles, Co~e Authority. M obtigallons of Borrower under this Agreement
shell be jdnt~and  several,  and all relerenoes to Borrower  shatirroan each and
every  Borrower.  Tills  means  that  each of the  Borrowers  signing  below  is
nesponsillis for all obtigelons in lils ~ement.

Conamit 30  ~wimdictlon.  Bovevww  Irrevocably  submIts to the  jwlsdiion of any
tltate or federal  court ~ in thu Slate of  Mag$and  over any suil,  action,  or
prcoerl~ artelng cut of or nelaling to this Agreewmnt. Borrower ~ waives1 to the
fuest urtent  ~,,,,,I:j by law, any abjedian  that Borrower may now or teseefter
have to the Taying of venue of any such suit,  action, or proseeding  brought in
any such court and

<PAGE>
any claim that any such suit,  action. or prooeeding  brougI't in any such Court
has haer,  brought in an  Inconvenient  forum.  Rnai  Judgment in any such suit.
act,on,  or prooseing  brought in any such court shall be conclusive and tindirg
upon  Borrower  and may be  ent~n~d  in any court In which  Borrower  Is sub~ to
MiEdiction  bye suit upon such  Iudgment  provideet  that  sorvIoe of process ts
efected upon Borrower as provtded In this Agreement or as otherwise  perrnttterl
hy appiloable law.

Consent to Loan PartIcipsilon.  Borrower agrees and consents to Lender's sale or
transfer.  whether now or later.  of one or more  part~pation  interests  in thu
Loans to one or more purchasers,  whether related or unrelated to Lender. Lender
may provide, without any umitatten whaisoaver, to any one or more puechasers, or
potential purchasers,  any information or kno*~ge Lender may have about Borrower
or about any other matter  relating to the Loan,  and Borrower  i~uLy waives any
rrghts to prlvaoy itmay have with respect to such matters. Borrower additionally
welves  any and a'  notices of sale of  participation  interests,  as well as a'
notices of any repurchase of such pailiepation  interests.  Borrower also agrees
that the purchasers of any such participalon inlerests wiil be con:idersd as thu
absolute owners of such Inierests In the Loans end wit have a~ the rights graht~
under the  particlpatfon  agreement  or  agreements  govuaning  the sate of such
participation   intenes~  Borrower  ttrther  waives  all  rights  of  cilset  or
counterclaim  that Ii may  have now or  later  agaInst  Lender  or  against  any
purchaser of such a participalon intersst and unconditionally agrees that either
Lender  or such  purchaser  may  intwc  Borrower's  oblicatlon  under  the Loans
insspactivi  of the failure or  irncnc'ency  of any holder of any intreat in the
LoariL  Borrower  further  agrees tiat the  purchaser of any such  participation
Interests may enforce,  its interests  irresteective  of any personal olain's or
defsnses that Borrower may have against Lender.

Coate   and   Expanase.   Borrower   aorses   to   pay   upon   demand   all  of
tender's*~~~I~perses  incurred  in  connection  with  this  Agreement  \  or  In
connection  with the loans made  pursuant  to this  AgreemenL  Sub~ to any Ilmas
under  applicable iew, if Lender hses an attorney to help enforce this Agreemant
or to ooilect any  Intlebtedness,  Borrower  agrees to pay  Lefiders  aftorneys'
tees. end a' of Lender's  other  cotoction  expenses.  whether or not there Is a
lawsulI and lnciuotng legal axpenaes for bankruptcy proc~~~

NoticeL All roticas  r'estuired to be given under 11,15 Agreement shall be given
in writlng.  may be sent by  tetefscsii~ie,  and shalt be eftecli"e when actu,ty
delivered if hand  delivered  or when  deposited  with a nationally  recogrilsed
overnight  courier or  deposited as  certilled  or  rggisteent  maD in the Unted
Stales mel,  first  class,  P05-a  prepaid,  addressed  to the party to whom the
notice is to be gIven at the  address  shown  above.  Any pa'rr may  change  115
address for nokes under this  Agreement by giving format  Wrfflen  notice to the
other  partles,  apeoifvirg  Ihal the  purpose  of t~ig  notice is to change the
patty's  address.  To the extent  permilled by applicable law, if tirera Is more
than  one  Borrower,  notice  to  any  Borrower  w'U  constitute  notice  to all
Borrowers.  For notice  purposes.  Borrower agrees to keep Lender informed at CU
times of Borrower's current address(es).

SeverablIfty.  If a court of Oonpetent  jurisdiction  md: any  provision of Ihis
Agreemeni 10 be Invalid or unenforceable as to any person or circumstance,  such
finding  shall not render that  provision  invalid or  Linenforceabte  as to any
other persons or circumstances,  if ~aslble,  any such offending provision shalt
be deereed to be moditted to be within the llmlts of  enforceability or veidlly;
however, H the offending  provision cannot be so modIfied,  it shalt be Sfricken
end a' other  provslons  of this  Agreement in all other  nespects  shell remaIn
"slid and enforceable.

Subakitarlee  a,,,f  Affillataa  of  Bormwer.  To the  extent  the ~tie't of any
provisions of this Agreement mekes it appropriate.  including wuhout  limlIstlon
any  representation,  warranty or covenant,  the word  "lIOrroWW~  as used leren
still  Include all  eubeldiu~  and  atellalea  of  Borrower.  ~olwitsanding  the
foregoing however,  under no circumstances  shall this Agreement be consfruef to
restule  Lender  to  make  any  Loan or  other  financial  accommodation  to any
subeldiary or affiata of Borrower.

Succaaaors and Asaigna.  All covenants and agreements  contained by or on behalf
of Borrower shall bind Its successors and assigns and shalt inure to the benefit
of Lender,  Its suooessors and assigns.  Borrower shall not,  howevur,  have the
eight to assign its rights under this Agreemeni or any interest therein, without
the prior wrltten consent of Lender.

SurvIval.  All warranties,  represenlations,  and agreements of Borrower in this
Agreement shalt survive the r,,ai,ing of the Loan or Loans conter"piated hereby.
and shalt be deemed made and  reclateol by Borrower at the time ol the maidng of
eech disbursement of Loan proceeds.

Time  1101  the  Essence.  Time is of the  essence  In the  performance  of this
AgreemenI,

Waiver. Indutgerice by Lender with respect to any of the terms and conditiors of
this  Agreernent  or the falure of Lender to e~~se any of its rights  under this
Agremant shalt not constitute a waiver ihereof, and Borrower shall remain Ilable
for the strict  performance  of such terms and  conditions  unIl this  Agreement
shall be terminated.  l'lo provision of this Agreement may be waived or modified
orally, bul at such waivsrs or moditteations  shalt be In writing.  Whenever the
consent of Lender is required  under this Agree-I,  the granting of such consent
by Lander in one instance shall not  constitute  Lende~  continwing  corssenl in
subsequent  inutancss,  and In ati cases such consent nay be granted or wilineid
in the sole discretion of Lender. I


Ungatlon end CI~ No Ut-on. cwn~ ir,veeu~on,  adminlainalve proceeding or simlier
adon (~g thorn for unxaat taxes)  Sgainat  Borrower is pending or  tiresateriad.
and no other event has occurred which may mairilty ~ aI~md Borrower's  'Inanciat
condition or Pm-I. other than Egaton, claims, or other events, if any, that have
been cllsclosesl to and acknowledged by Lander in wrttfng.  Turn. To the best ci
Borrower's  knowtedg~.  all tax netuens and -sorts of Borrower  that are or warn
required  to be  ftlsd,  have  bean  lied,  and  'Ir  taxes,  aaeaas  and  ether
governmental charges have been paid in ft~ esoept those presently being or 10 be
oontesbd by Borroer in good faftil in the  ordinary  Coum.  of business  and for
which adequate reserves have been ~ced. U." Prlodt~.  Unim otherwiss prevlc~ -I-
to Lendar in  "rittr,g,  Borrower  has nol  enis'ed  into or  granted My smaurty
Agreements,  or the Ung or altacimeant  of any Security  Inlereeta on or etheUng
any of the Colateral dreciy or indima- securing repayment of Borrower's Loan and
Mote. that wourd be prior or that raay in any wsr be suresor to Lender's Securry
~ and lights in and to such  Cokteral~  Uing EffeoL This  -I-nt,  the Note,  all
S~urlty  Agraements d'dtv or ini-ify  sectakig  repayment of Borrower's Loan and
Nola and all of the ieelated  Documents are binding upon Borrower as well U Upon
~ower'a sccceaaors,  rep'esenllativea  and assigns. and are legally nIorcmbls in
accordanes  with their  resceetive  ~,.- C~~clal Pw~L BorrOwer Inendi to use the
Loan proceeds sefey for business or commorcimi related purpOeeL

<PAGE>
Einployee  Benefit Plans. Each employm benell plan as to which Borrower may have
~V ilabilly  com-es in all material  respeos with all app~alle  requrrets of law
and iggutettons,  and (i) no Reporabie Event nor IrroNibed Transaction (as dened
in ERISA) has occurred with resi- 10 any such -. (1) Borrower has nol 'ttlhdrnwn
from any such - or Initiated  stopa to do so. and (11l) no steps have been ~aken
te trtrrate any such ~L

Locatton of Borrower's  Offices and Recortlie.  BorrO~rs  pisce of burinees,  or
Borrower's chW :.-ll onion, if Borrower has more than ore place of business,  is
iccated  at  wt'D  Bokienrod  inane,  Geranwitown,  MD WL  uraesa  Borrower  has
designated  ofherwtse In writing this location is aiso the cittos or oetces wise
Borrower keups its .,,,~ us ~ the ColeteraL

twitortoeleL M infomnallen  hanaloatre or conteporancousty  harewith t~id~hed by
Borroirer to lesnoer for the purposes of or in cow.cIion  wUil this Agreement or
any' iran-dion  conlemptaled trereby is, and all information laaeabr ~nishekl by
or en behaif of Borrower to Lender will be, true and accurate in every  material
mspect on the date -of which such  information la elated or cermed;  and none of
such  inlormation  is or will be  Irmompisee  by  omttinlf  to state  any ~ fect
nacessary to n,ake such loformalion not misladling.

Survival of Representations and Wasasnilpa- Borroor understands and agirses that
teander.  without indefsndent Irn-alon, is rehing upon the above representattons
and ~ietes in asiending Lowi Advances to Borrower.  Borrower  luther agrees that
the tofeg~  Iep~ntatiors  and warranties shall be corilnuing in nature and shall
rensain in full foroe and enact until such tithe as Borr~  Indeotedness shall be
- In fuit.  or uni this  Agreement  shall be  terfunated  in the manner ~derl a~
wivehever is the last to cocor.

AFFIttMATIVE COVENANT:.  Borrower' c~rats and agrees with Lender thet, w~~e this
Ag,ee- is in elbaf, Borrower w; Utitiot~ Prompity ~ Lander in wrttlng of (a) all
material adverse dilanees in Borrower's financial condition,  and ~) all esising
and all tl'reatened litigation, cw~ investigatons, admirtistalive procoedings or
stmllar  acttons  ~tcctirg  Borrower or any Gueranlor wllch co~d mat~ aftuct the
unanctal  ccndtion of Borrower or the  ilnancial  corolition  of any  Guarantor.
FinanaW IOecO~a-  llaintaln lis bcoks and reoords In ecoordaocs  wllhger~ly wasp
led accounting  prtnctptes,  applied on a ~slstent basis,  and permit Lanclar to
earnire and audit  Borrower's  books and records at all  raascnabb  Um~ lccnclal
SWenenia-  Furrish  tender WII~ as acon as avalable.  but In no event later than
on.  hundmd  twenty (120) days alter the end of eacl'  fiscal  year,  Borrower's
balence  sleest  and  income  slalernent  for the year -ti  audited by a certtod
pubilo accountant  Saustactory to Lender,  end, U Soon U mmkbie, but in no event
later than  thirty  (30) days alter the and of each  ltscet  qualter,  ~ balance
shesi and  profit  and loss sa~t for the -ied  ended,  prepared  and  apriled as
correct to the best kn-sdge and beluf by  Borrower's  chic'  financial  cfker or
other -Eb.rioer or person  aconittabis to Lender. M itnancal mpods 'qutred to be
prc,,lded  under this  Agreement  shall be  prepared In  accordance  with pun-dy
acoepted  accounllng  pfln~  apIsUed en a  cor,sstent  basts,  and  rerttaxl  by
Sorroweras  being  trrre and  coract.  Addittoarni  informatton.  Furelsil  such
addlionel  Wormation  and  stalemurtis,  lists of  asasla  end  '-~~f,  agl~u of
raevablas and psyables, Invenlory schediius, bu~t~ ~casts, tax nefwns, and other
reports wilh respeci to Borrower's financial rondilon and busIness operation" a"
tender may r~quest from ume to Iftie.  Financial Covenants and RatioL Co~ly with
the following covenants and ratios:

Tengilee Ne~WDnh. Reflect a, m,,',,,~Te~~1e Ne?Woith8fnof ieee th~ 9~.520.OOO.~O
by January 31. 15I~ end Inc~~a.ing the minimum Tangible  NetWorth by e2OO.OOO~Oo
each  quarter  therealte,.  U  12~1~199S  L~un No 00001  LOAN  AGREEMENT  Page 5
(ConUmied)  I ~  ~  Net  Worili  Rallo.  lialsiIn  a  silo  ci  Total  lasbEtles
toTa~~~lalfel Worth of tern than US to ISL

cunani Ratio.  Ntalnleln a silo of Cimunt A-mt' 10 CuIttani Umblililas in eem of
iao to i~ ~mpt as ~ded  a~oyw.  alit  con-ahona  ma~to ~  comollance  with  tile
netiUkWments  centained  in INs  t:aragm~  shall  be  mmd.  in  accordance  wlIh
ganenally acoceed accounting ~les.  api:lled on a coruistent baste, and ceeliled
by Borowerm being trim and su,~:

iiwwance~  Maintain Ilire and other 115k Insunance.  P'-~~u liabItEy ~msnce, and
such other Inswance as Lender may lirom Ime to lime

IUI$Onet~  re:lirlre  with  naspentlo ~  properties  and  epersUone,,  in lorrn,
amotanla.  covensees and with InsLiuflO. compan~ ~ to ~mncler. ~tower,- upon re~
ci Lencler.  wit daleer to Lender from lime to lime tile policies or ceruficafes
of Insurance in

lorm  saistactory  10  Lencier.  ln~ding  sliptiliattons  that  ~::  wit  not be
Cancellel or  diminishafi  without at laaat Ilitty ~) days' - wrfIen  noflorn to
Lender.  Each insisanom  polley alao thai Incltidi an  endorsement  pr~ding that
noterage in fever Of Lender wi' not be "n-md in any way by any act,  omlaelon or
deatilit of Borrower or any other person. in connection with alit pcllciea -mit.
'mets in whi EAndier heios or Is .. a sacLNftv inlerest for tile Loans. Borrower
will prov~e Lender with such loss pnyatlle or other endorsements as Lender may

laattrwicu  U-IL  Furrish Ia  Lender,  upon raci- ci  Lender,m~  on each  aesing
in,~nom ~Icy aloowing such  i#Ww~stlen  as Lander may masnabty  nae-.  Inciwding
without llmftton the following:  (a) tilem of the irsurar, ~) the risks insured:
(c) tile amo~ ci the  poi~~;  (d) the  properlim  ln:ur~:  (a) the then  oturent
peopety  vlitues on tile basis ci wtycn  fruwance  has been  Obtalnad,  and tile
mannur of  detorntinlno  tilesa  varrn~ and (1) the -ration  dete ci tilep~.  in
adillon, upon reqLiesI of t"ander ~ow~ notmore often than arnua~ly), Borrower WE
have an indq~~rt appiubw uhftectorr' to Lender dotmine, as appicable, 'he actual
cash value or r-.fcerr.nt cost of any

<PAGE>
Coateral. The cost ci such appraisal shill be palel by Borrower.

Other ~ ~ with afl tmC und  aoi'dklora ef as other matartaf  aenlenanti  whether
flow er heimifter  exbtlng.  between  ionte'~ - any ~,,4 paity efti  ro"'yL8f~er
kuwefately  fri  wTftkig  of  any  defaut  in  IoMig~Im~n  with  any  J~-  uucli
agreements.


Loan Proceeds.  Us. all Loan proceeds  solely '0' tile lottowing sPcEc purocaes:
to srotrlde at3ort term wofictog c-tel. Tacis,  Citargug end tlte~ Pay and d~rge
when due all of ifs lnd~ladress and Obigationa. including witheut ilvitaton alit
assessments,  taxes,  g~mmental  char!-,  levies  and  tie'.,  of every kind and
nature, -osad upon Bo'mwar or 115 properties.  income, or proftis,  priorto tile
date on which -ties would atlach, and all tewiul cirnirni that. if unpaid, might
become a lien or charge upon any ci Borrower's  pro-.s,  income, or cr~ Provided
howevter. Boroower wit not be required to pay and discharge any such naeeirmant,
tax.  charg.,  levy. lien or claim 50 long as (a) the legmitly of the sam, shalt
be contested in go~ fisith by  appropriele  proaa:llngi,  and (b) Borrower shall
have  establlshad on its beaks adequale  reeervea with naspect to such contested
aisessment,  tar.  cherge.  ~,,  tian,  or cialm in  accordance  with ~ accepted
accounting  pracli.  Borrower,  upon demand of Lender.  will  futTlish to Lender
evidence of payment of tile assessments, taxes. ciages. tev:ei~ ~ and claims and
wit authort~ the appropriate  governmental  official to deilver to Lender at any
time a written statement of any assessments,  till,,  charges, ~ lief~ and caima
sgalnsl Borrower's properties. income, or profits.

Performance.  Perl'rm and compry with ill terms. conditiona,  and provisions set
forth in this -I-ni and In tile Relai~ Documents in a Mfm~ manner,  and promptly
notify  Lender  if  Borrower  learns  ci  tile  occunence  of  any  event  which
constitutes  an Event of  Default  under  this  Agreornent  or under  any of the
Related Oocument~

Operationa.  Melntain  eeecullve and management  pemonni' with subsianialty tile
sarn,  qumlicalons  and  expedence  as tile  pnsaent  executive  and  management
personreel:  ~de  written  neltoe  to  Lender ci any  change  in  executive  and
na~e,r'ent p~mannel;  condud its businam aflii~ in a reaao~le and prudent manner
and  in  corn-Ice  with  alit  app~a:le  federal.   state  and  municipal  laws,
oroinancea, rules and reglidions respecting its properbm, charters, busi~aes end
Operalons, inctuding ~out limitation, c~aro:e with the Americana Wih Disaltiltea
Ad and with all minimum funding standards and other  requlrements ci EIIIISA and
other laws appicatila to Borrcwers employee benelit i:la~

Inspecuon.  Permit  employms or agents of Lender at any ~onable  lime 10 Inspect
any and alit  Collateral for the Loan or Loans and Bortower's  ether  properlies
and to ~ or audit Borrower's books. accounts, and records and to make copies and
menroranda of Borrower's books,  accounts, and recordL if Bcrronee now or at any
time  hereafter  maintains any records  ~ncludlng  without  Imitaliton  computer
generated  records and cornputer  softwane  programs for the  generation of ~uch
necords) in tile  poeeessiion  cia third -V.  Borrower,  upon request of Lender.
shalt  flout' such party Ia permit  Lander  free access to such  rucords at alit
reasonable times and to provide Lender with cooles of any ri~ttls U may request.
all at Borrower's e:q:,nss,

Compliance  Cenitficate.  Uniess waived In writing by leder,  provide  Lender at
least  annually and at the tima of each  disbursement  ci Loan  proceeds  with a
certificate  executed by Borrower's oteaf finencimi olftcer, or other ortlcer or
I:erson acceptacle to Lender,  aertlying that the representations and warranitee
set  forth  in  this  Agreement  are  true  and  correct  as of the  date ci the
certifteate and further certielnill that. as of the date of the certlilcate,  no
Event of Default asists under tills Agreement

Environmental  Contilo-ance and Raporta. Borrower shall ccmpiy In all nesp~ with
alit  environmental   proteetlon  ladosil,   state  and  local  laws.  statutes,
regtlations  and  ordinances:  not  osulse  or penn to  exist,  as a ."s'~ of an
Intentional or unlintentional  action or omission on its - or on the part of any
third  patty,  on pro-V owned  andfor  cocupied  by  Borrower,  any  em~onmental
aattvtty where damage may nasult to tile  en~onment,  uniess such  envlnonmentai
acivilyis  pursuent to and In co~Ian~~ with tile  contiltions of a permit lesued
by tile aporapriato  federal,  state or local governreental  authorilies:  shall
turnish to Lander  promptly and in any event wtihin thity ~) days after  receipt
themof a copy of any notice,  summons, Ian, cielon,  diractive,  latter or other
communication  tram any gc"ernmental  agency or  instrumentallty  concerning any
inlenUonal or  unintentional  ~ion or omission en Borrower's  part in connection
with any  environmental  ~ whether  or not  there is  damage Ia the  environment
andlor other nalural nasGWc~

Additional Amura,,c~ Make, exu'cute and delivar to Lender such prcmlsscry notes,
mcrtgages, deits of trust, securtty agfn~rts, inancing statements,  instruments,
documents and other agreements as Lender or its attorneys may reasonably request
to evidence and aecure the Loans and to perfect alit ~trtly inleresta.

RECOVERY OF  ADDiTIONAL  COSTS.  if the  Imposition of or any change in any law.
rule.  regulation or  gui:telira,  or the  Interpratatton  or applicalion of any
thereof by any court or udmirsa live or  governnaantal  authodly  (including any
request  or policy not  having  the force of law)  shall  impose.  madly or mako
applicable  any taxes (except U.S.  federal,  slate or tacal Income or franchise
taxes imposed on Lender),  nesar"e  requirements.  -~' adequacy  requirements or
other  obligations which would (a) incrasse tile cost to Lender for extending or
raelntaining the credit facilities to which tills Agreement  relates,  ~) reduce
the amounts  payable to Lender under tills -I-nt or tile Related  Documents,  or
(c) reduce tile rate of return on Lender's  capital as a consequence of Lender's
obligations with respect to the credit facIlities to which this Agremnt relates.
Ihen  Borrower  agnees to pay Lender such  addlUonal  amounts as wit  compensate
Lender  itteafor,  w.*i Uve (5) days  atter  Lender's  written  demand  for such
payment,  which demand shsU be accompanied by an eppianation ci such l,nposition
or chw~ and a calculation in reasonable deteif of the additional amounts pavable
by Borrower, which erparation and caicuetions shall be conclusive In the absence
of manifest error.

NEGATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that while this
Agreement is In effect, Borrower shall not, without the IOlcr wrttten consent of
Lender:

indebtedness  and Liena. (a) Except for trade debt incurred In ihe normal course
of business and indebtedness to Lender contemplated by this

<PAGE>
U 1 2-1~1995 LOAN AGREEMENT Page 6 Loati ND 00001 - (ConUmi.d) A'wn.n~ Oea~ ~ Cr
assume iteebtedness for b~EYowW money. Iftoluding C- ""'- ~) -epi as allowedas a
Parirrited u.n, :.'~ inansfer. morl~ge, assign, -cige, ~ grant a aecurily iniest
in, or any of 8wmw~~ mu~%r (0)...  withnecoue any of ~ mogowis, to leandar.  "~m
aeg~~ "~ in -w .n.  taraeaa,,,  e~-  20.OOO.OO  Oon~ of O-omL (a) Erigeog in any
buelnees ~ aialsuii~  eellanant than thorn in whoh sorrow~ Ia prasently angageel
~) orceaseSsil ~teralEonR.  Equidmia, "~h ~ acqdlre or cioidsle with anyother ~,
- nwn~ iwove or transfer out el the ortllnary  course of bwinm, Co) pay any ohis
en B~ywier'e afok (other than ~ pm~ In as st~dc).  ~ that  outwIiluIm~ the ~ but
only ee fooli as no Event of D~bij has o~wi and IC  ecotinuing  or would  result
Irom the payment of ~ V ~ tea ~$ub-tar $  Corporrtlien~  - daithati in the ~ ""-
Coda - 1~ as en~n;ied),  ilonower may pay cash ~ on illa 'toll. shrn~~wm *wn urn
to lima in minourie naoeeeey to enaille the aharehokters  topay incaoe taxi. and
-ake ~n'ated  kiobma fa'r payments to ~ their "'~ undar '~' and state tear which
aissa - - their ea~ - ~ of a ~ohi~ $ COvpWdon bmum of their ow~ of ~raa of stook
of Boiv~wur,  or (d) pINchum or naera any of uorr~  autsta~~ng  haaaa or aMer or
amend 8orroww'e C- ekuci~~

-~. Aee-Im and ~eraali~ (a) Loan, Insset in or ed~ai~ rnoney or aeaete, ~ p~eae,
cnaafe or  acquire  any  lnierestinanv  oiher  n~f~ Or Wily,  or (c)  iflOLv any
~ltgaton ass-or guarantor ether then in the ~ course of bUII-L


CEBSATION OF ~~MIICEI.  if leandar his made any  oommlrnent to malee any Loan to
~mowar, whelter undor thip -I-nt or under any other agraament~ ~dar ahit have no
o~llon to make Loan Aduenoas or to dieburee Lean pmmeeda V'. (a) 9on'orer or any
Oue~nior  is in  delauri  under  the  terms  of  Ihie  Ag~ or any of the  flawed
Documenis Or any ether aiire~ that Berreer or any Guarantor has wilh Lender;  ~)
Borrower or any ~wnatoor Inaavt, ill-a -Eon in bankruptcy or similar pm--. or IC
~u;lgnd a bankrupt;  (c) there occurs a material ~ change in Boirowere  llaanlai
cond~  in  Rh.  Unanclal  oo~IIOn  of any  Guarantor,  or in  the  value  of any
Collateral  ee'~ any Loan;  (dl arw  Guarantor  i.eks,  deima Or  otl'eh-ee ~ to
llmlt.  madifr or ~voke such  Gimrrnnr'a  guaranty of the Loan or any other loan
with Lender



NON~~~OE ~ Borrower aems lopay Lender ragutar q~terry payments of d aoorued un~d
naf~~ge lees due as of each  payrnent  dale, ~ 10.1906 with all sueeect-  no~~ge
toe  payments  due on the mme - of each ~tor,  ~raaflor.  m. daly noi~~ge tee is
compofef  on a 3851~ ~e Intrest  basis;  that Is, by  ipplying  the ratio of 03%
annuai  nor~e rate over a year of 355 days,  Inultipied  by the unused  --ilisal
liaia~

RIGKr OF SETOFF,  Borrewer grants to Lender a contractual posmm~ mcis~ lIlSareat
in, and ftereby aeatgna,  convays,  delh,w:~  pJadges,  and ~stare to Lender all
Borrower'.  vighi.  III.  and  Interest  In and to,  Bwt~  socourts  with Lender
(whether  olkoking,  sa'4"g:~ Or eome other  account),  Endudng ~ 5mllatlen  all
aooounts bald Jolnity with someone  ellea and all accounte  Borrower may open in
the hiure,  ecoluding  ho~~~ever all RA, Keogh. end Irsart anceunte.  Iloorrowe'
LIIhwsia Lender1 to the extent permitled by appkbte law, to charge Cr seloff all
sums owing on the lndebtadr~ against any and a' such anceunts.

EVDITS OF DEFAILT. Each of the tolawing shall constit~j an EvenI of Defeut under
thie ~

Defeuft on  ~bledlneas,  Fallure of Borivwgr to make any payment when due on the
Indebt~~

Other ~. Fallure of Borrower or any Grantor to co-v with or to irerlorm when due
any other terrn, obligetion,  cove~mrt or condi~on conlalned in lie Agree- or in
any of the Related Documeria,  or liallure of Borrower to co'npty with or to ~rn
any other  terrn,  obfpation,  covenant or ~ onrtte'ned  in any other  aQreanant
between Lender and lerewer.

Deltaull in Favor of Thlnf l",,~-t Skoidd  Bormw'ar or any Grsnlor deteult under
any loan.  exteraslon of or~~ security  agreement,  pursh~ or satee agfi~ or any
ether  egreggent.  in llaor of any other or pemon tfaat "lay mmiu~mly ..I any of
aorrowarrt propeny or Bwr~r'p or any ~aiir'a ibmv to rppay the Loin. or ~,,,,..,
their 'uapeclh. onggalons under tt,ts -I-nt or any of the Related Documw~

Fallee  8talemats,  Anr'  warranty,  -raaenta- or utaterr~  made or turniphed to
Lender by or on behalf of Boreower or any Grantor  under this  Agreement  or the
Related  Documents la false or  rnielmding  in any malitat -tat the tirn made or
ftwrished, Cr beooroos jelse or misloading at any time l,,,,--'6.

DeItfOItrre  COBfl~fall~Ion.  This  Agrewnpnt  or any of the Related  Dccurrents
ceeees 10 be in t% force and effect (Including allure of any ~ec'1ItV  Agreement
to create a Vald and pml~ctd ~ interest) al any Iu and for any rrns~

loeolYenaV.  The  diaolution  or  lenninsiton  of  Borrowr~  uditeos  as a golog
busfneas,  or a trustee or ..~ is appointed for Borrower or for alt Ore a~tatiei
porlon of the of  Borrower,  or  Borrower  makes age-  ~reeent for the benuft of
Borrower's  oreditom or B~ur film for Ixi.Ir~y,  or en InOoluntery bsrk~ -Eon is
tilad agalnst Borrower and such Involuntary pgan rerttalns un~~lad for ~bdV (60)
days,

Ciedilor or  Forteflum  P~Ocein~  Commanoernent  of  foreclosure  Or  fortlittre
proomings, whether by ~ pmc~n~ sef~,

<PAGE>
raposseasion or any ether ~titd, by any creditor of Borrower, any ofedlor of any
Grantor against any oollateral securtng the Indebtednes,  or by any governmental
~ancy. Tha includesa  I;arnlshmw~  attach-I,  or levy on or of any of Borrower's
deposit accounis wth Lerider.




AEe,rera,e CIimii~AmaIrlal adverpe onange ~ in lorrower'e Ir"arcal.cond~~on,~



EFFECT OF AN EVENT OF DEFAIAILT.  if any ~vant of Iieieuit shall coolir,  m'oept
wares otherwisa prvvi~ in it'is Agrernineni or the F~lated 0ocixn~, all com~ntns
and Dbligattons of Lender under this -'II- or the Related  OocWTI.a or any other
agreement  ir',medlatellr  wil terMInate  (including  any obligelon to make Loan
Advanoas  or  disbureamants),  and,  al  l"ender,a  optioo,  allaun's  owing  in
connecuon with the Loans, indudng all p'fr- lr,iereat. and all other laes' costs
and clesrges,  if any,  wllll becorn  lmmantsleiy  due and payable,  all without
nollorn of any kind to  o,,ower,  except that in the - of en Event of Dofault of
the typa dmoribe:l in the ~reef',e~ subsectIon ibowa, such mocelaration shall be
automulic  and flot  optionaL in addItion,  Lender shall have all the rights and
,u..w51  provided in the  Related  Daurents or  avallable  at law, In equty,  or
otherwe. Exoe- as may be proIiltt~ by aooIlcable law, all of Lender's rights and
remulee shall be  cumulative  and may be execteed  singularly  Cr  concurrentty.
Election by Lender to pursue any remady  Shall not  eaclude  pws,'tl of anyothor
remedy,  and an  elecion  to make  ewpDndltures  or to  take  ~on to  -~orm  a,,
obigallon of Borrower or or any Grantor shall not aftoct Lender's right to ~LC a
detaul and to axerolse Its ~hts and remedies.

MISCELLANEOUS  PROVISIOIIS.  The fofowing miscellaneous prov~sicns are a pert ci
this Agreement:

Amen'fmentL This Agreemerif, together wjth any R~lated Documents, consUtutes Ihe
entire  understandluig and agreement of thu parties as to the I I 1~-1~1995 LOAN
AGREEMENT Page 7 Lo.nHoOO~~1 (ConUiwed~.

metier,..' toth in Itil Agneemeni No alteralon of or amendment to thls AGreement
shati be elbdve  unim  grvmn w' wrling and  "oneel by the party  or-i--Il  to be
char- or bound by the alteration or anieridmeriL

Appllcbllle  La.. ml.  Agreement  shalt be Oovernd by.  con*u.d and e~meel in ~-
with the laws of the slat.  of Ma~Mmr-L  LENDER AND BORROWER  EACH ilEREBY WAIVE
ThIAL BY ~RNiY IN MW ATTION OR PROEEDIN~ TO WIIICK LENDER OR  BORIIIDWIR  MAY BE
PAliiITI~  ARISING our OF, OR itl ANY WAY  PERTAINING  To, TilIlS ~ IT 18 AGREED
TIIIAT THIS WAIVER  CON&rn~S A WAIVER OF TRIAL IllY JWIY OF ALL.  CLAIMS  A~EIST
ALL PARTIES TO aUCH ACTIORS OR PROCEEDIMG8. THIS WAIVER IS KNOWINGLY, WILILINGLY
AND  VOLWIrARILY  MA~ BY LIND~ AND  BORROWER,  AND  LENDER AND  IIloRROWER  EACH
IIEREBY  EIlEI'RESIBlT  TIIIAT ND  REPRESENTATIONS  OF FACT OR OPINiON HAVE BEEN
MADE IBY ANY INDIVIDLIAL TO INDUCE THIS WAIVER OF TRIAL BY JWUY OR To EN ANY WAY
MODIFY OR NILUFY ITS EFFECT.  BORROWER  RJRT~~  RIltRAISENTS  THAT  DOF~WIER HAS
BIDEN REPRE~ED IN TIE SIGNING OF THIS AOREEMIBNT AND IN ml MAAING OF THIS WAIVER
BY INOEPEI~  IEGAL  COLPIS~  SELECTED OF  BORROWER'S  OWN FREE WILL,  AND TIIIAT
BORROWER HAS HAD THE  OPt,OIIIIIINITY TO DISCUSS THIS WAIVER WITh COUNS~ CapIlon
Heedin~~ Caption  lecadings in this -I-nt are for convenience  purposes only and
are not 10 be used to in'.- or define iha of the AgreemmnL

Niumpia  Parties,  Cor;-e  Authority.  A"  obligations  of  Borrower  under Ills
Agraement  sIsali be jolnt~and  several,  and all  retirrencea to BorrOwer shall
mean each and every Borrower. Thts means Ihat each of the Borrowem sigrrrg below
Is miponsibte for WI obNgetton. in this Agreement.

ConaenI to ~xtm~Ictlon.  Borrower  Irrevocably submits to the Jwisdlcllon of any
state or bderal cowt aitting in the Stale of IaarI-nd over any suit,  motion, or
pr-dlng  arIsing  rut of or  relatlng to this  AgreewienL  Borrower  irrevocably
welvea,  to the issleat m(ient pefmied by law. any ob~n thai Borrower may now or
irereafter  have to the taying of venue of any such suit,  action.  or procmdtrg
brought in any such court and any claim Ihal any such suit, action. or pro~~oing
brought in any such Cowl ha. been braught In an Inconvenlenl looi~ Rnal Judgment
in any such suit,  edion,  or  prooci'irg  bnougl"l  in any such court  shall be
conclusive  and binding  upon  Borrower and may be enforced in any cowl In which
Borrower is subject to jurtsCSclion by a sull upon such judgment provided that L
of procea,  Is e~ctett  upon  Borrower  as  provided  in this -I-nt or as oth~se
per,nlttetl by applicable law.

Consent to Lean  ParUcipalion.  Borrower agrees and consenis to Lendet's Sale or
trarster. ~ now Or laler. of one or more particifetion interests in ihe Loans to
one or more  purchasers,  whether  reatal or  unrelated  to  Lender.  Lender may
provide.  without any Unitatori whaIscevet,  to any one or nrore purchasers.  or
potential  p~asers.  eny information or knowtedge Lender may have about Borrower
or about any other matter  relating to the Loan, and Borrower  hereby wah~as any
rghts to -lacy it may have wiih nesoeci to such matte's.  Borrower  additionally
waives  any and at  notices of sate of  l'artclpailon  Interests,  as well as an
noticm of any ripurciusa of such  panielpation  interests.  Borrower also agrees
that the purchases of any such partlcipallan interests witi be considered as the
tbsol~ owners of such Interests In the Loans and win have all the rights granted
under the  partielpation  agreemeni or  aereernents  governing  the sale of such
participation interes~ Borrower hxther wihms at rights of olfset or counterclaim
that II may have now or laler agaInst  Lender or against any purchaser of such a
piatl~aIon  intersst  and  unconditionally  agrees  that  either  Lender or such
purchaser may intorce liorrower's  obIloation under the Loans ir'anpactva of the
failure or Insolvency of any holder of any interest in the Loans. Borrower ~iher
agrees thai the purchaser of any such pattielpation Interests may enforoe its

<PAGE>
interests  irr',Spective  of any persoraal  dalme or deferises that Borrower may
have against Lender. 4

Cosie -  Expenese.  Borrower  agrees to pay upon  demand  alt ol ~  incurred  in
connection  with this Agreement \ or in connection with the Loans made pursrrant
10 this Agreement.  ~ject to any uffis under  applicable dew, if Lender hines an
attorney to haip enforce this Agreement or to colect any Indebtedness,  Borrower
agrees to pay Lender's  altorneys'  tees, and all of Lender's  olher  collection
expenses  whether or not Ifteig is a lawsuit ansi  PncIi~~ng  legal  ~cpnses lor
bankruptcy pro~ecingL

NoticeL  M  notices  required  to be -~ under  this  Agreement  ahel be given in
wiling,  may be sent by  tetelscsimi1,  and  staill be  el~mctve  when  actually
delivered if hand  deilvered  or when  deposhed  witi,  a  nationally  reeognI~d
~vefliglil  courter or deposited as certilied or mgiiteeed  rrieil in the United
s'atea mat, lirsI clasa,  p-- prepaiil.  addressed to the -V to wiurt the notlee
is to be given at the  addmm  shown  abovL  Any ~ may  change  Its  address  for
r,otices  under this  Agreement by giving  tornael  wiffiwi  nottee to the other
parties,  specifying  that the  purpose of tP'e  notice is to change the patty's
address.  To the m~ant  pennined  by  applicabte  law, Ii there is more than one
Borrower,  notice to any Borrower will constitute  notice to all Borrowers.  For
notIce  purposes.  Borrower  agrees  lo keep  Lender  Informed  at ati  limes of
9orrower's cunent addressias).

&evereblldiy. If a court of cornpeterttt JurisdIction Inds any provision of it's
Agreement 10 lii in~i~Ud or unenforceable as to any person or circumstance, such
Ilndtng shall not render that provtsion Invatid or unenforceabte as to any other
persons or  circumstances,  if lea~le,  any such  offending  provIsion  shalt be
deemsd  to be m~ied  to be  within  the  Imits of  enfoeceability  or  vafldiiy;
however,  if the  offending  peoyI$E.on  canrict  be so  modified,  If  shall be
siricken and all OIlier provIsIons of this Agreement In all other respects shall
remain valId and enforceable.

Subsidiaries  and  Affiliates  of  Borrower.  To the  extent  the  conled of any
provIsions of this Agreement makes it appropriate,  including  without Iimi~iott
any  ruoresenlation,  warranty or coveaant,  the word  "Itorrower' - used herein
shalt  Include all  subsidiaries  and aUlates of Borrower.  Notwithstanditg  the
foregoing however,  under no circumstances  shalt this Agreement be consirued to
require  Lender  10 make  any  Loan or  other  tinancii,I  accommodalion  to any
subsidlary or affIlIate of Borrower.

Succassiors end Assigns. M covenants and agmenerts  contained by or on behalf of
Borrower shall bind its successors and assigns and shall inure to the benefit of
Lender, Its successors and assigns.  Borrower shall not. however, have the right
to assign its rights under this Agreement or any interest  therein,  without the
prior written consent of Lender.

SurvIval.  M  warranties,  represenlatlons,  and  agreements of Borrower in this
Agreement shall survive the mal~ng of the Loan or Loans conte~~lated hereby, and
shall be deemed  made and  redated by  Borrower at the time of the ma~ng of each
disbursement of Loan proceeds. Time Is of the Essence. Time is of the essence in
the performance of this -I-ni.

Waiver.  indugacce by Lender with respect to any of the terms and  conditions of
this Agreement or the failure of Lender to exencstt any of its rights under this
Agneernent  shall not  Constitute a waiver  thereof,  and Borrower  shall remain
liable  for the  strict  pwformanc~  ol such  terms  and  conditions  unti  this
Agreement  shall be terminated.  No provision of this Agreement may be walved or
modfted  orally,  but all such  waivers or  modifications  shalt be In  writing.
Whenever  the consent of Lender is requimd  under this  A~nwit,  the granting of
such conaent by Landw in one Instance shal not  constifute  Lendet's  continuing
consent in subsequent  instance's,  and In eti ceaes such consent rnsy be gmnied
or withheld in the sole  discretion of Lender.  1~-1~1995  LOAN AGREEMENT Page 7
LnanNoOOOOl (ConUmi.d~.

matters aet torth ~ this  AgreumwnL No alteration of or amandment to this A'eem~
sIasIl be eIb~e unlem ~n in wrung and SlEnesi by the party or pwIiee IOU~ht lobe
char- or bowid by tha alteration or amendment.

ApplIcab~ Lalir. ml: Aoresrnertt shil be goverieri by. rrors~erl and u:l~rcri in
locordence  with the "WI oft.  State of M-InCL  LENDER AND BORROWER  EACH ~RElBY
WAIVE ThIAL BY ~AIY IN ANY ATTION OR  PA~IEEEDliG  TO WIliCH  LENDER OR BORl'tO~
MAY BE PARTIES, ARISING our OF, OR IN ANY WAY PERTAIIfING To, ThIS AilI-MEN~. IT
IS AGREED THAT TIfES WA~VER CONSTETurES A WAIVER OF TRIAL BY JLMIY OF ALL CLAIMS
AGAINST ALL PARTIES TO SUCIt ACTIONS OR PFIOCEIBDIMG5. THIS WAIVER IS KNOWINGLY1
WILLINGLY  AND  VOLWrrARLY  MADE By IlIENDER AND 8O~IIOWE~ AND L~ER AND BORROWER
IEACII IIIIEREBY  REPRESENT THAT NO ~PRESENTATIONS OF FACT OR OPINIOII HAVE DEEN
MADE BY AMY  IMOIVIDIIiAL  To I~CE  THIS  WAIEER OF ThIAL BY ~Y OR TO EN ANY WAY
MODIFY OR NILIUFY ITS EFFECT.  BORROWER FURTHER  R~IIBell'S THAT BORROWER IlAtti
BEEN  REPRESENTED  IN ThE  SIGNING OF This  AGREEMENT  AND IN THE MAKING OF ThIS
WAIVER BY INDEPENDENT I,E~AL COWISEL,  SELECTED OF BORROWER'S OWN FREE WILL, AND
THAT BORROWER HAS KAD TrIE OPPOFmMITY TO DISCUSS THIS WAIVER WITh COIINSEIL,

Caption  IllsedIn~  Caption  headings  in this  Agnaement  are  tor  conventence
purposes  oriy and are not to be used 10 interpret or define thu  provisions  of
this -I-~

Multipla Partles, Co~e Authority. M obtigallons of Borrower under this Agreement
shell be jdnt~and  several,  and all relerenoes to Borrower  shatirroan each and
every  Borrower.  Tills  means  that  each of the  Borrowers  signing  below  is
nesponsillis for all obtigelons in lils ~ement.

Conamit 30  ~wimdictlon.  Bovevww  Irrevocably  submIts to the  jwlsdiion of any
tltate or federal  court ~ in thu Slate of  Mag$and  over any suil,  action,  or
prcoerl~ artelng cut of or nelaling to this Agreewmnt. Borrower ~ waives1 to the
fuest urtent  ~,,,,,I:j by law, any abjedian  that Borrower may now or teseefter
have to the Taying of venue of any such suit,  action, or proseeding  brought in
any such court and

<PAGE>
any claim that any such suit,  action. or prooeeding  brougI't in any such Court
has haer,  brought in an  Inconvenient  forum.  Rnai  Judgment in any such suit.
act,on,  or prooseing  brought in any such court shall be conclusive and tindirg
upon  Borrower  and may be  ent~n~d  in any court In which  Borrower  Is sub~ to
MiEdiction  bye suit upon such  Iudgment  provideet  that  sorvIoe of process ts
efected upon Borrower as provtded In this Agreement or as otherwise  perrnttterl
hy appiloable law.

Consent to Loan PartIcipsilon.  Borrower agrees and consents to Lender's sale or
transfer.  whether now or later.  of one or more  part~pation  interests  in thu
Loans to one or more purchasers,  whether related or unrelated to Lender. Lender
may provide, without any umitatten whaisoaver, to any one or more puechasers, or
potential purchasers,  any information or kno*~ge Lender may have about Borrower
or about any other matter  relating to the Loan,  and Borrower  i~uLy waives any
rrghts to prlvaoy itmay have with respect to such matters. Borrower additionally
welves  any and a'  notices of sale of  participation  interests,  as well as a'
notices of any repurchase of such pailiepation  interests.  Borrower also agrees
that the purchasers of any such participalon inlerests wiil be con:idersd as thu
absolute owners of such Inierests In the Loans end wit have a~ the rights graht~
under the  particlpatfon  agreement  or  agreements  govuaning  the sate of such
participation   intenes~  Borrower  ttrther  waives  all  rights  of  cilset  or
counterclaim  that Ii may  have now or  later  agaInst  Lender  or  against  any
purchaser of such a participalon intersst and unconditionally agrees that either
Lender  or such  purchaser  may  intwc  Borrower's  oblicatlon  under  the Loans
insspactivi  of the failure or  irncnc'ency  of any holder of any intreat in the
LoariL  Borrower  further  agrees tiat the  purchaser of any such  participation
Interests may enforce,  its interests  irresteective  of any personal olain's or
defsnses that Borrower may have against Lender.

Coate   and   Expanase.   Borrower   aorses   to   pay   upon   demand   all  of
tender's*~~~I~perses  incurred  in  connection  with  this  Agreement  \  or  In
connection  with the loans made  pursuant  to this  AgreemenL  Sub~ to any Ilmas
under  applicable iew, if Lender hses an attorney to help enforce this Agreemant
or to ooilect any  Intlebtedness,  Borrower  agrees to pay  Lefiders  aftorneys'
tees. end a' of Lender's  other  cotoction  expenses.  whether or not there Is a
lawsulI and lnciuotng legal axpenaes for bankruptcy proc~~~

NoticeL All roticas  r'estuired to be given under 11,15 Agreement shall be given
in writlng.  may be sent by  tetefscsii~ie,  and shalt be eftecli"e when actu,ty
delivered if hand  delivered  or when  deposited  with a nationally  recogrilsed
overnight  courier or  deposited as  certilled  or  rggisteent  maD in the Unted
Stales mel,  first  class,  P05-a  prepaid,  addressed  to the party to whom the
notice is to be gIven at the  address  shown  above.  Any pa'rr may  change  115
address for nokes under this  Agreement by giving format  Wrfflen  notice to the
other  partles,  apeoifvirg  Ihal the  purpose  of t~ig  notice is to change the
patty's  address.  To the extent  permilled by applicable law, if tirera Is more
than  one  Borrower,  notice  to  any  Borrower  w'U  constitute  notice  to all
Borrowers.  For notice  purposes.  Borrower agrees to keep Lender informed at CU
times of Borrower's current address(es).

SeverablIfty.  If a court of Oonpetent  jurisdiction  md: any  provision of Ihis
Agreemeni 10 be Invalid or unenforceable as to any person or circumstance,  such
finding  shall not render that  provision  invalid or  Linenforceabte  as to any
other persons or circumstances,  if ~aslble,  any such offending provision shalt
be deereed to be moditted to be within the llmlts of  enforceability or veidlly;
however, H the offending  provision cannot be so modIfied,  it shalt be Sfricken
end a' other  provslons  of this  Agreement in all other  nespects  shell remaIn
"slid and enforceable.

Subakitarlee  a,,,f  Affillataa  of  Bormwer.  To the  extent  the ~tie't of any
provisions of this Agreement mekes it appropriate.  including wuhout  limlIstlon
any  representation,  warranty or covenant,  the word  "lIOrroWW~  as used leren
still  Include all  eubeldiu~  and  atellalea  of  Borrower.  ~olwitsanding  the
foregoing however,  under no circumstances  shall this Agreement be consfruef to
restule  Lender  to  make  any  Loan or  other  financial  accommodation  to any
subeldiary or affiata of Borrower.

Succaaaors and Asaigna.  All covenants and agreements  contained by or on behalf
of Borrower shall bind Its successors and assigns and shalt inure to the benefit
of Lender,  Its suooessors and assigns.  Borrower shall not,  howevur,  have the
eight to assign its rights under this Agreemeni or any interest therein, without
the prior wrltten consent of Lender.

SurvIval.  All warranties,  represenlations,  and agreements of Borrower in this
Agreement shalt survive the r,,ai,ing of the Loan or Loans conter"piated hereby.
and shalt be deemed made and  reclateol by Borrower at the time ol the maidng of
eech disbursement of Loan proceeds.

Time  1101  the  Essence.  Time is of the  essence  In the  performance  of this
AgreemenI,

Waiver. Indutgerice by Lender with respect to any of the terms and conditiors of
this  Agreernent  or the falure of Lender to e~~se any of its rights  under this
Agremant shalt not constitute a waiver ihereof, and Borrower shall remain Ilable
for the strict  performance  of such terms and  conditions  unIl this  Agreement
shall be terminated.  l'lo provision of this Agreement may be waived or modified
orally, bul at such waivsrs or moditteations  shalt be In writing.  Whenever the
consent of Lender is required  under this Agree-I,  the granting of such consent
by Lander in one instance shall not  constitute  Lende~  continwing  corssenl in
subsequent  inutancss,  and In ati cases such consent nay be granted or wilineid
in the sole discretion of Lender. I

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