EXHIBIT 10-2

ACQUISITION LINE OF CREDIT AGREEMENT


October 20, 1999

ASA International Ltd.
ASA International Ventures, Inc.
c/o ASA International Ltd.
10 Speen Street
Framingham, Massachusetts 01701

Gentlemen:

     We (hereinafter "Bank") are pleased to advise you (hereinafter collectively
referred to as the "Borrower")  that Bank has established a line of credit of up
to Three Million  ($3,000,000.00)  Dollars  (hereinafter the "Credit Limit") for
Borrower to be used exclusively for the acquisition of the stock of corporations
and/or the assets of such  corporations or other  entities.  This line of credit
will be subject to the following terms and conditions:

     Any advances,  extensions of credit, or loan of funds pursuant to this line
of credit  (hereinafter  collectively and separately  referred to as the "Loan")
will be made  only if in the  opinion  of Bank (a)  there  has been no  material
adverse  change of  circumstances;  (b) there  exists no Event(s) of Default (as
hereinafter defined); (c) Bank is granted a lien upon and a security interest in
all assets,  whether  real or  personal,  acquired by Borrower  pursuant to this
Agreement;  and (d) the loan is structured in a manner which is  satisfactory to
Bank and its counsel.  No advances,  extensions of credit, or loan of funds will
be made after the first to occur of: (a) the date on which outstanding principal
balance  of the Loans  equals  the Credit  Limit;  or (b) on June 30,  2000 (the
"Conversion Date"). Any sums repaid hereunder shall not be readvanced.

     Borrower  agrees that each monthly or other  statement of account mailed or
delivered by Bank to Borrower pertaining to the outstanding balance of the Loan,
the amount of interest due thereon, fees, and costs and expenses shall be final,
conclusive  and binding on Borrower  and Bank and shall  constitute  an "account
stated" with respect to the matters  contained  therein unless within forty-five
(45)  calendar  days  from  when such  statement  is  mailed  or if not  mailed,
delivered  to Borrower,  Borrower  shall  deliver to Bank written  notice of any
objections  which it may have as to such statement of account and in such event,
only the terms to which  objection  is  expressly  made in such notice  shall be
considered to be disputed by Borrower.

     Prior to the  Conversion  Date,  interest  will be charged to Borrower at a
rate which is the daily equivalent to the Base Rate in effect from time to time,
minus one-half of one (.50%)  percent per annum,  or such other rate as Bank and
Borrower  may from time to time agree to, upon any balance  owing to Bank at the
close of each day.  The rate of interest  payable by  Borrower  shall be changed
effective as of that date in which a change in the Base Rate becomes  effective.
Interest  shall be  computed on the basis of the actual  number of days  elapsed
over a year of three  hundred sixty (360) days.  Such interest  shall be payable
monthly in arrears on the first (1st) day of each month, commencing on the first
of such dates next  succeeding the date hereof.  Upon the occurrence of an Event
of Default hereunder, interest on unpaid balances shall thereafter be payable at

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a fluctuating  interest rate per annum equal to three (3%) percent  greater than
the rate of interest specified herein.

     The  term  "Base  Rate" as used  herein  shall  mean  the rate of  interest
announced by Bank from time to time,  at its head office,  as its Base Rate,  it
being  understood  that such rate is a reference  rate, and not  necessarily the
lowest rate of interest charged by Bank.

     On the  Conversion  Date,  Borrower may elect to have interest  accrue at a
fixed  interest  rate  equal to two and  one-quarter  (2.25%)  (i.e.,  225 basis
points) over the average yield on five-year  United States  Treasury  securities
(rounded  up to the  nearest  one-eighth  of one  percent),  provided,  however,
Borrower may not elect a fixed rate of interest on the  Conversion  Date if Bank
has accelerated the obligations of Borrower pursuant to this Agreement.

     The Borrower  hereby  authorizes Bank to charge the amount of all interest,
principal payments and fees, when due and payable hereunder,  against Borrower's
loan account created pursuant to Borrower's  Demand Loan and Security  Agreement
(All Assets) with the Bank of even date herewith (the "Loan Agreement").

     Each Loan made pursuant to this  Agreement  shall be evidenced by a note in
the form of Exhibit A attached hereto  (collectively,  the "Interim Notes"). The
Loan, together with interest thereon, is secured pursuant to the Loan Agreement.

     The aggregate  principal amount of any Loan made pursuant to this Agreement
shall not exceed  seventy-five  (75%) percent of the lower of the purchase price
or appraised  value of any business  acquired nor, when added to existing  loans
made pursuant to this Agreement, exceed the Credit Limit.

     In connection with any proposed acquisition, Borrower will submit to Bank a
copy of the  proposed  purchase and sale  agreement,  pro forma  balance  sheet,
income  statement  and  statement  of cash flows at the time of any  acquisition
after giving effect to such  acquisition,  together  with any other  information
relating to the acquisition  that Bank may reasonably  request.  Any acquisition
will be subject to the  underwriting  criteria  established from time to time by
Bank and will be subject to the customary due diligence procedures of Bank. Bank
may require that any loans made pursuant to this Agreement be guaranteed.

     Borrower  will pay or  reimburse  Bank  for all  reasonable  and  necessary
expenses,  including reasonable and necessary attorneys' fees, which Bank may in
any way incur in connection with this Agreement or any other  agreement  between
Borrower  and Bank or with any Loan or which  result from any claim or action by
any third person against Bank which would not have been asserted were it not for
Bank's relationship with Borrower hereunder or otherwise.

     This  Agreement  shall  be  converted  into a term  loan  agreement  on the
Conversion  Date. On the  Conversion  Date, if Borrower  elects to have interest
accrue at a fixed rate of  interest  as  provided  above,  Bank,  at  Borrower's
request,  will cancel the Interim Notes and Borrower will execute and deliver to
Bank a secured term note in substantially the form of Exhibit B attached hereto,
with appropriate  insertions in the spaces provided reflecting the actual amount
of the Loan.  The Loan shall then  mature and bear  interest  as provided in the
secured term note and shall  otherwise be subject to the terms and conditions of
the secured term note and of this Agreement.

     Upon the occurrence of any one or more of the following events (hereinafter
"Events of Default"),  any and all  obligations of Borrower to Bank shall become
immediately due and payable, at the option of Bank and without notice or demand.


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<PAGE>
The  occurrence  of any such Event of Default  shall  also  constitute,  without
notice or demand, a default under all other agreements between Bank and Borrower
and  instruments  and papers  given Bank by Borrower,  whether such  agreements,
instruments, or papers now exist or hereafter arise.

   (a)    The  failure  by  Borrower  to pay when due any  amount due under this
          Agreement.

   (b)    The termination of the Loan Agreement or the occurrence of an Event of
          Default as described in the Loan Agreement.

   (c)    The  occurrence of one or more of the events of default in the secured
          term note  referred to in  Paragraph 9 above,  after the  Borrower has
          elected to convert this Agreement into a term loan agreement.

     Borrower agrees that  notwithstanding  anything  contained herein, the Loan
Agreement or otherwise,  if the Borrower shall pay off all amounts due under the
Loan Agreement and shall release Bank from its obligation to make advances under
the Loan  Agreement  or any  successor  agreement,  Bank shall have the right to
demand the immediate payment of the balance due under this Agreement.

     The execution,  delivery and performance of this Agreement, any note or any
other  instrument or document at any time  required in respect  hereof or of the
Loan are within the corporate  powers of Borrower,  and not in  contravention of
law,  the  Articles of  Organization  or ByaLaws of  Borrower  or any  amendment
thereof,  or of any  indenture,  agreement or undertaking to which Borrower is a
party  or may  otherwise  be  bound,  and  each  such  instrument  and  document
represents a valid and binding  obligation of Borrower and is fully  enforceable
according to its terms.  Borrower will,  concurrently with the execution of this
Agreement, furnish Bank with the opinion of counsel for Borrower with respect to
any or all of the  foregoing or other  matters,  such opinion to be in substance
and form satisfactory to Bank.

     This Agreement is supplementary  to each and every other agreement  between
Borrower  and Bank  and  shall  not be so  construed  as to  limit or  otherwise
derogate  from any of the rights or remedies of Bank or any of the  liabilities,
obligations or undertakings of Borrower under any such agreement,  nor shall any
contemporaneous  or subsequent  agreement between Borrower and Bank be construed
to limit or otherwise derogate from any of the rights or remedies of Bank or any
of the  liabilities,  obligations or undertakings of Borrower  hereunder  unless
such other  agreement  specifically  refers to this  Agreement  and expressly so
provides.

     This  Agreement and the covenants and  agreements  herein  contained  shall
continue in full force and effect and shall be applicable not only in respect of
the Loan, but also to all other  obligations,  liabilities  and  undertakings of
Borrower to Bank whether direct or indirect,  absolute or contingent,  due or to
become  due,  now  existing or  hereafter  arising or  acquired,  until all such
obligations,  liabilities and undertakings have been paid or otherwise satisfied
in full.  No delay or  omission  on the  part of Bank in  exercising  any  right
hereunder  shall operate as a waiver of such right or any other right and waiver
on any one or more occasions shall not be construed as a bar to or waiver of any
right or remedy of Bank on any future  occasion.  This  Agreement is intended to
take effect as a sealed instrument, shall be governed by and construed according
to the  laws  of the  Commonwealth  of  Massachusetts,  shall  be  binding  upon
Borrower's  successors  and  assigns  and shall  inure to the  benefit of Bank's
successors and assigns.

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<PAGE>
     THE BORROWER AND BANK EACH HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT THEY MAY HAVE OR  HEREAFTER  HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY SUIT, ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO THIS AGREEMENT.
The Borrower hereby certifies that neither Bank nor any of its  representatives,
agents or counsel has represented,  expressly or otherwise, that Bank would not,
in the event of any such suit, action or proceeding, seek to enforce this waiver
of  right  to trial by  jury.  The  Borrower  acknowledges  that it has read the
provisions of this  Agreement  and in  particular,  this Section;  has consulted
legal  counsel;  understands  the right it is granting in this  Agreement and is
waiving in this Section in  particular;  and makes the above  waiver  knowingly,
voluntarily and intentionally.

     The  Borrower  and Bank agree that any action or  proceeding  to enforce or
arising out of this Agreement may be commenced in any court of the  Commonwealth
of  Massachusetts  sitting in the  counties of Suffolk or  Middlesex,  or in the
District Court of the United States for the District of  Massachusetts,  and the
Borrower  waives  personal  service of process  and  agrees  that a summons  and
complaint commencing an action or proceeding in any such court shall be properly
served and confer  personal  jurisdiction  if served by  registered or certified
mail to the Borrower,  or as otherwise  provided by the laws of the Commonwealth
of Massachusetts or the United States of America.

     The loan is secured pursuant to the terms of the Loan Agreement.

Very truly yours,

EASTERN BANK


By:  /s/John R. O'Brien
-----------------------
John R. O'Brien, Vice President

ACCEPTED:

ASA INTERNATIONAL LTD.

By:/s/ Terrence C. McCarthy
----------------------
Vice President and Treasurer

ASA INTERNATIONAL VENTURES, INC.

By:/s/ Terrence C. McCarthy
----------------------
Vice President and Treasurer



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<PAGE>
EXHIBIT A

SECURED TERM NOTE

$           -------------------
                   Date
                                                           Boston, Massachusetts

     For  value  received,  the  undersigned  promises  to pay to  Eastern  Bank
("Bank"),  or order,  at its office,  the  principal  sum of (insert  amount due
pursuant to the Line of Credit  Agreement for the  Acquisition  of Equipment) in
sixty (60)  installments  as follows:  (insert 1/60th of the amount  outstanding
pursuant to the Line of Credit  Agreement for the  Acquisition  of Equipment) on
August 1, 2000, and the same amount (except the last installment  which shall be
the unpaid balance) on the first day of each month thereafter until this Note is
fully paid,  with interest  from the date hereof on the said  principal sum from
time to time  outstanding  at the Base Rate minus one-half of one (.50%) percent
per annum.

     Such interest shall be payable  monthly in arrears on the first day of each
month,  commencing on the first of such dates next  succeeding  the date hereof.
Interest  shall be  calculated on the basis of actual days elapsed and a 360aday
year.  If this  Note is not  paid in full on the  date of  maturity  or upon the
exercise  by Bank of its  rights  in the  event  of the  undersigned's  default,
interest  on unpaid  balances  shall  thereafter  be  payable  at a  fluctuating
interest  rate per annum equal to three (3%)  percent  greater  than the rate of
interest specified herein.

     The  term  "Base  Rate" as used  herein  shall  mean  the rate of  interest
announced by Bank from time to time,  at its head office,  as its Base Rate,  it
being  understood  that such rate is a reference  rate, and not  necessarily the
lowest rate of interest charged by Bank.

     The undersigned  hereby authorizes Bank to charge the amount of all monthly
interest and principal  payments,  when due and payable  hereunder,  against the
undersigned's  loan  account  created  pursuant  to a Demand  Loan and  Security
Agreement (All Assets) dated October 20, 1999 (the "Agreement").

     At the option of the holder,  this Note shall  become  immediately  due and
payable  without  notice  or  demand  upon the  occurrence  at any time of (i) a
default  of  any  liability,  obligation  or  undertaking  of  the  undersigned,
hereunder  or  otherwise,  including  failure  to pay in full  and  when due any
installment  of  principal  or interest  hereunder;  (ii) an Event of Default as
defined in the Agreement; or (iii) termination of the Agreement.

     Any deposits or other sums at any time  credited by or due from Bank to the
undersigned or any guarantor hereof, and any securities or other property of the
undersigned or any such guarantor, in the possession of Bank, may at any and all
times be held  and  treated  as  security  for the  payment  of the  liabilities
hereunder;  and Bank may apply or set off such  deposits or other  sums,  at any
time, and without notice to the  undersigned or to any such  guarantor,  against
any of such  liabilities,  whether or not the same have matured,  and whether or
not other collateral is available to Bank.

     The undersigned agrees to pay all costs of collection  including reasonable
fees of attorney.

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<PAGE>
     No delay or  omission  on the part of the  holder in  exercising  any right
hereunder  shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay,  omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other  right on any future  occasion.  Every
one of the  undersigned  and every indorser or guarantor of this Note regardless
of the time, order or place of signing waives presentment,  demand,  protest and
notices of every kind and assents to any one or more extensions or postponements
of the time of payment or any other indulgences, to any substitutions, exchanges
or  releases  of  collateral  if at any time  there be  available  to the holder
collateral  for this Note, and to the additions or releases of any other parties
or persons primarily or secondarily liable.

     This Note is secured pursuant to the terms of the Agreement.

     This Note represents  amounts loaned to Borrower pursuant to an Acquisition
Line of Credit Agreement dated October 20, 1999.

     THE   UNDERSIGNED   AND  BANK  EACH  HEREBY   KNOWINGLY,   VOLUNTARILY  AND
INTENTIONALLY  WAIVES  ANY RIGHT THEY MAY HAVE OR  HEREAFTER  HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO
THIS NOTE.  The  undersigned  hereby  certifies that neither Bank nor any of its
representatives, agents or counsel has represented, expressly or otherwise, that
Bank would not,  in the event of any such suit,  action or  proceeding,  seek to
enforce this waiver of right to trial by jury. The undersigned acknowledges that
it has read the  provisions of this Note and in  particular,  this Section;  has
consulted  legal counsel;  understands the right it is granting in this Note and
is waiving in this Section in particular;  and makes the above waiver knowingly,
voluntarily and intentionally.

     The  undersigned and Bank agree that any action or proceeding to enforce or
arising out of this Note may be  commenced in any court of the  Commonwealth  of
Massachusetts  sitting  in the  counties  of  Suffolk  or  Middlesex,  or in the
District Court of the United States for the District of  Massachusetts,  and the
undersigned  waives  personal  service of process  and agrees that a summons and
complaint commencing an action or proceeding in any such court shall be properly
served and confer  personal  jurisdiction  if served by  registered or certified
mail  to  the  undersigned,  or  as  otherwise  provided  by  the  laws  of  the
Commonwealth of Massachusetts or the United States of America.

     All rights and  obligations  hereunder  shall be governed by the law of the
Commonwealth of Massachusetts and this Note shall be deemed to be under seal.

Witness:                       ASA INTERNATIONAL LTD.


__________________________     By:____________________________


                               ASA INTERNATIONAL VENTURES, INC.


_________________________      By:_____________________________




                                                                              73
<PAGE>

EXHIBIT B

SECURED TERM NOTE

$        June ____, 2000
                                                           Boston, Massachusetts

     For  value  received,  the  undersigned  promises  to pay to  Eastern  Bank
("Bank"),  or order,  at its office,  the  principal  sum of (insert  amount due
pursuant to the Line of Credit  Agreement for the  Acquisition  of Equipment) in
sixty (60)  installments  as follows:  (insert 1/60th of the amount  outstanding
pursuant to the Line of Credit  Agreement for the  Acquisition  of Equipment) on
August 1, 2000, and the same amount (except the last installment  which shall be
the unpaid balance) on the first day of each month thereafter until this Note is
fully paid,  with interest  from the date hereof on the said  principal sum from
time to time outstanding at [select (a) or (b)]

   (a)   the Base Rate minus one-half of one (.50%) percent per annum; or

   (b)   the fixed rate of ________ (____%) percent per annum.

     Such interest shall be payable  monthly in arrears on the first day of each
month,  commencing on the first of such dates next  succeeding  the date hereof.
Interest  shall be  calculated on the basis of actual days elapsed and a 360aday
year.  If this  Note is not  paid in full on the  date of  maturity  or upon the
exercise  by Bank of its  rights  in the  event  of the  undersigned's  default,
interest  on unpaid  balances  shall  thereafter  be  payable  at a  fluctuating
interest  rate per annum equal to three (3%)  percent  greater  than the rate of
interest specified herein.

     The  term  "Base  Rate" as used  herein  shall  mean  the rate of  interest
announced by Bank from time to time,  at its head office,  as its Base Rate,  it
being  understood  that such rate is a reference  rate, and not  necessarily the
lowest rate of interest charged by Bank.

     The undersigned  hereby authorizes Bank to charge the amount of all monthly
interest and principal  payments,  when due and payable  hereunder,  against the
undersigned's  loan  account  created  pursuant  to a Demand  Loan and  Security
Agreement (All Assets) dated October 20, 1999 (the "Agreement").

     At the option of the holder,  this Note shall  become  immediately  due and
payable  without  notice  or  demand  upon the  occurrence  at any time of (i) a
default  of  any  liability,  obligation  or  undertaking  of  the  undersigned,
hereunder  or  otherwise,  including  failure  to pay in full  and  when due any
installment  of  principal  or interest  hereunder;  (ii) an Event of Default as
defined in the Agreement; or (iii) termination of the Agreement.

     Any deposits or other sums at any time  credited by or due from Bank to the
undersigned or any guarantor hereof, and any securities or other property of the
undersigned or any such guarantor, in the possession of Bank, may at any and all
times be held  and  treated  as  security  for the  payment  of the  liabilities
hereunder;  and Bank may apply or set off such  deposits or other  sums,  at any
time, and without notice to the  undersigned or to any such  guarantor,  against
any of such  liabilities,  whether or not the same have matured,  and whether or
not other collateral is available to Bank.



                                                                              74
<PAGE>
     The undersigned agrees to pay all costs of collection  including reasonable
fees of attorney.

     No delay or  omission  on the part of the  holder in  exercising  any right
hereunder  shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay,  omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other  right on any future  occasion.  Every
one of the  undersigned  and every indorser or guarantor of this Note regardless
of the time, order or place of signing waives presentment,  demand,  protest and
notices of every kind and assents to any one or more extensions or postponements
of the time of payment or any other indulgences, to any substitutions, exchanges
or  releases  of  collateral  if at any time  there be  available  to the holder
collateral  for this Note, and to the additions or releases of any other parties
or persons primarily or secondarily liable.

     This Note is secured pursuant to the terms of the Agreement.

     This Note represents  amounts loaned to Borrower pursuant to an Acquisition
Line of Credit Agreement dated October 20, 1999.

     THE   UNDERSIGNED   AND  BANK  EACH  HEREBY   KNOWINGLY,   VOLUNTARILY  AND
INTENTIONALLY  WAIVES  ANY RIGHT THEY MAY HAVE OR  HEREAFTER  HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO
THIS NOTE.  The  undersigned  hereby  certifies that neither Bank nor any of its
representatives, agents or counsel has represented, expressly or otherwise, that
Bank would not,  in the event of any such suit,  action or  proceeding,  seek to
enforce this waiver of right to trial by jury. The undersigned acknowledges that
it has read the  provisions of this Note and in  particular,  this Section;  has
consulted  legal counsel;  understands the right it is granting in this Note and
is waiving in this Section in particular;  and makes the above waiver knowingly,
voluntarily and intentionally.

     The  undersigned and Bank agree that any action or proceeding to enforce or
arising out of this Note may be  commenced in any court of the  Commonwealth  of
Massachusetts  sitting  in the  counties  of  Suffolk  or  Middlesex,  or in the
District Court of the United States for the District of  Massachusetts,  and the
undersigned  waives  personal  service of process  and agrees that a summons and
complaint commencing an action or proceeding in any such court shall be properly
served and confer  personal  jurisdiction  if served by  registered or certified
mail  to  the  undersigned,  or  as  otherwise  provided  by  the  laws  of  the
Commonwealth of Massachusetts or the United States of America.

     All rights and  obligations  hereunder  shall be governed by the law of the
Commonwealth of Massachusetts and this Note shall be deemed to be under seal.

Witness:                      ASA INTERNATIONAL LTD.


________________________      By:____________________________


                              ASA INTERNATIONAL VENTURES, INC.


_________________________     By:____________________________





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