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                       LOAN AND SECURITY AGREEMENT
                                    
                          NETWORK AMERICA, INC.
                          7116 SOUTH MINGO ROAD
                          TULSA, OKLAHOMA 74133
                                    
                              $2,150,000.00
                              Credit Limit
                                    
                            October 30, 1998

                         FINOVA BUSINESS CREDIT
                                    
THIS  LOAN AND SECURITY AGREEMENT (collectively with the Schedule to Loan
Agreement  (the "Schedule") attached hereto, the "Agreement")  dated  the
date  set  forth  on the cover page, is entered into by and  between  the
borrower named on the cover page (jointly and severally, the "Borrower"),
whose  address  is  set  forth  on  the cover  page  and  FINOVA  Capital
Corporation  ("FINOVA"), whose address is 355 South Grand  Avenue,  Suite
2400, Los Angeles, California 90071.

1.   DEFINITIONS.
      1.1 Defined Terms.   As used in this Agreement, the following terms
have the definitions set forth below:
     "ADA" has the meaning set forth in Section 4.1(aa) hereof.
      "Additional  Sums"  has  the meaning set forth  in  Section  2.8(a)
hereof.
      "Affiliate" means any Person controlling, controlled  by  or  under
common control with Borrower.  For purposes of this definition, "control"
means  the possession, directly or indirectly, of the power to direct  or
cause  direction  of the management and policies of any  Person,  whether
through ownership of common or preferred stock or other equity interests,
by  contract  or  otherwise.   Without limiting  the  generality  of  the
foregoing,  each  of the following shall be an Affiliate:   any  officer,
director, employee or other agent of Borrower, any shareholder, member or
subsidiary of Borrower, and any other Person with whom or which  Borrower
has common shareholders, officers or directors.
     "Agreement" has the meaning set forth in the preamble.
     "Annual Renewal Fee" has the meaning set forth in the Schedule.
      "Applicable Usury Law" has the meaning set forth in Section  2.8(b)
hereof.
      "Blocked  Account"  has  the meaning set forth  in  Section  2.9(c)
hereof.
      "Business Day" means any day on which commercial banks in both  Los
Angeles, California and Phoenix, Arizona are open for business.
      "Capital  Expenditures" means all expenditures made and liabilities
incurred   for  the  acquisition  of  any  fixed  asset  or  improvement,
replacement, substitution or addition thereto which has a useful life  of
more  than  one year and including, without limitation, those arising  in
connection with Capital Leases.
      "Capital  Lease" means any lease of property by Borrower  that,  in
accordance  with  GAAP,  should be capitalized  for  financial  reporting
purposes and reflected as a liability on the balance sheet of Borrower.
     "Closing Fee" has the meaning set forth in the Schedule.
      "Closing Date" means the date of the initial advance made by FINOVA
pursuant to this Agreement.
     "Code" means the Uniform Commercial Code as adopted and in effect in
the State of Arizona from time to time.
     "Collateral" has the meaning set forth in Section 3.1 hereof.
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      "Collateral  Monitoring  Fee" has the  meaning  set  forth  in  the
Schedule.
      "Deposit Accounts" has the meaning set forth in Section 9105 of the
Code.
      "Dominion  Account"  has the meaning set forth  in  Section  2.9(c)
hereof.
      "Earnings  Before  Interest, Taxes, Depreciation  and  Amortization
(EBITDA)"  for  any  fiscal period of Borrower means the  net  income  of
Borrower for such fiscal period, plus interest expense, depreciation  and
amortization and provision for income taxes for such fiscal  period,  and
minus non-recurring miscellaneous income and expenses, all calculated  in
accordance with GAAP.
      Eligible  Inventory" means Inventory which FINOVA, in its Permitted
Discretion,  deems  Eligible Inventory, based on such  considerations  as
FINOVA  may  from  time to time deem appropriate.  Without  limiting  the
generality  of  the  foregoing, no Inventory shall be Eligible  Inventory
unless, in FINOVA's Permitted Discretion, such Inventory (i) consists  of
raw  materials  and  finished goods, in good, new and  salable  condition
which  are not obsolete or unmerchantable, and are not comprised of  work
in  process, packaging materials, [inventory used by or the possession of
Borrower's  engineers for service or design purposes, returned inventory,
inventory that has been loaned to customers] or supplies; (iii) meets all
standards imposed by any governmental agency or authority; (iv)  conforms
in  all  respects to the warranties and representations set forth herein;
(v)  is  at all times subject to FINOVA's duly perfected, first  priority
security interest; and (vi) is situated at a location in compliance  with
Section 5.16 hereof.
      "Eligible  Receivables" means Receivables arising in  the  ordinary
course  of  Borrower's business from the sale of goods  or  rendition  of
services, which FINOVA, in its Permitted Discretion, shall deem  eligible
based  on  such  considerations as FINOVA may  from  time  to  time  deem
appropriate.  Without limiting the foregoing, a Receivable shall  not  be
deemed  to be an Eligible Receivable if (i) the account debtor has failed
to  pay  the  Receivable  within the period of  ninety  (90)  days  after
invoice date; (ii) the account debtor has failed to pay more than  twenty
five  percent (25%) of all outstanding Receivables owed by it to Borrower
within  ninety (90) days after invoice date; (iii) the account debtor  is
an  Affiliate of Borrower; (iv) the goods relating thereto are placed  on
consignment,  guaranteed  sale, "bill and hold,"  "COD"  or  other  terms
pursuant  to which payment by the account debtor may be conditional;  (v)
the  account  debtor  is  not located in the United  States,  unless  the
Receivable  is supported by a letter of credit or other form of  guaranty
or  security, in each case in form and substance satisfactory to  FINOVA;
(vi) the account debtor is the United States or any department, agency or
instrumentality thereof or any State, city or municipality of the  United
States; (vii) Borrower is or may become liable to the account debtor  for
goods sold or services rendered by the account debtor to Borrower; (viii)
except  as  otherwise  set  forth  herein,  the  account  debtor's  total
obligations  to  Borrower exceed fifteen percent (15%)  of  all  Eligible
Receivables,  to  the  extent of such excess;  (ix)  the  account  debtor
disputes  liability or makes any claim with respect thereto  (up  to  the
amount  of  such liability or claim), or is subject to any insolvency  or
bankruptcy  proceeding, or becomes insolvent, fails  or  goes  out  of  a
material portion of its business; (x) the amount thereof consists of late
charges or finance charges; (xi) the amount thereof consists of a  credit
balance  more  than  ninety (90) days past due;  (xii)  the  face  amount
thereof exceeds Seventy Thousand Dollars ($70,000), unless accompanied by
evidence of shipment of the goods relating thereto satisfactory to FINOVA
in  its  Permitted Discretion;  (xiii) the invoice constitutes a progress
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billing on a project not yet completed, except that the final billing  at
such  time as the matter has been completed and delivered to the customer
may  be deemed an Eligible Receivable; or (xiv) the amount thereof is not
yet  represented  by  an  invoice or bill  issued  in  the  name  of  the
applicable account debtor.
      Notwithstanding  the  foregoing to the  contrary  with  respect  to
subsections  (i)  and  (viii) in the definition of Eligible  Receivables,
with  respect to Receivables due from Fayetteville Public Schools or  any
entity affiliated with Fayetteville Public Schools (collectively referred
to "Fayetteville Public Schools"), a Receivable shall not be deemed to be
an  Eligible Receivable if (i) (a) Fayetteville Public Schools has failed
to  pay  the  Receivable within the period of sixty (60) days  after  the
invoice  date;  and (ii) to the extent that Fayetteville Public  Schools'
total  obligations due to Borrower exceeds twenty-five percent  (25%)  of
the  aggregate  outstanding balance of all Eligible Receivables,  to  the
extent of such excess.
      "Equipment" means all of Borrower's present and hereafter  acquired
machinery,   molds,   machine   tools,  motors,   furniture,   equipment,
furnishings,  fixtures,  trade fixtures, motor  vehicles,  tools,  parts,
dyes,  jigs,  goods  and  other tangible personal  property  (other  than
Inventory) of every kind and description used in Borrower's operations or
owned  by  Borrower  and any interest in any of the  foregoing,  and  all
attachments,   accessories,   accessions,  replacements,   substitutions,
additions or improvements to any of the foregoing, wherever located.
     "ERISA" means the Employment Retirement Income Security Act of 1974,
as amended, and the regulations thereunder.
      "ERISA  Affiliate"  means each trade or business  (whether  or  not
incorporated and whether or not foreign) which is or may hereafter become
a member of a group of which Borrower is a member and which is treated as
a single employer under ERISA Section 4001(b)(1), or IRC Section 414.
      "Event of Default" means any of the events set forth in Section 7.1
of this Agreement.
     "Examination Fee" has the meaning set forth in the Schedule.
      "Excess  Availability"  means, as  of  the  date  of  determination
thereof, the amount by which the average daily total principal balance of
the Revolving Credit Loans facility which Borrower would be permitted  to
have  outstanding  over  the prior 30 days, based  on  the  formulas  and
reserves  set  forth in  the Schedule, exceeds the sum of the  Receivable
Loans and the Inventory Loans then actually outstanding, such excess then
being  reduced by an amount necessary to provide for the payment  of  all
accounts  payable of Borrower which are more than 30 days past  due  date
and all book overdrafts.
     "Facility Fee" has the meaning set forth in the Schedule.
     "FINOVA Affiliate" has the meaning set forth in Section 9.22 hereof.
      "GAAP" means generally accepted accounting principles in the United
States  of  America as in effect from time to time as set  forth  in  the
opinions  and pronouncements of the Accounting Principles Board  and  the
American Institute of Certified Public Accountants and the statements and
pronouncements  of the Financial Accounting Standards  Boards  which  are
applicable   to  the  circumstances  as  of  the  date  of  determination
consistently applied, except that, for the financial covenants set  forth
in  this  Agreement,  GAAP  shall be determined  on  the  basis  of  such
principles in effect on the date hereof and consistent with those used in
the  preparation of the audited financial statements delivered to  Lender
prior to the date hereof.
      "General  Intangibles" means all general intangibles  of  Borrower,
whether   now  owned  or  hereafter  created  or  acquired  by  Borrower,
including,  without limitation, all choses in action, causes  of  action,
corporate  or  other  business  records,  Deposit  Accounts,  inventions,
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designs,  drawings, blueprints, Trademarks, Licenses and Patents,  names,
trade secrets, goodwill, copyrights, registrations, licenses, franchises,
customer  lists, security  and other deposits, rights in  all  litigation
presently  or  hereafter  pending for any  cause  or  claim  (whether  in
contract, tort or otherwise), and all judgments now or hereafter  arising
therefrom,  all claims of Borrower against FINOVA, rights to purchase  or
sell  real or personal property, rights as a licensor or licensee of  any
kind,  royalties,  telephone numbers, proprietary  information,  purchase
orders,   and  all  insurance  policies  and  claims  (including  without
limitation  credit, liability, property and other insurance) tax  refunds
and  claims, computer programs, discs, tapes and tape files, claims under
guaranties,  security interests or other security held by or  granted  to
Borrower  to  secure  payment of any of the  Receivables  by  an  account
debtor,  all rights to indemnification and all other intangible  property
of every kind and nature (other than Receivables).
     "Guarantor(s)" has the meaning set forth in the Schedule.
       "Indebtedness"  means  all  of  Borrower's  present   and   future
obligations,  liabilities,  debts, claims and  indebtedness,  contingent,
fixed or otherwise, however evidenced, created, incurred, acquired, owing
or  arising, whether under written or oral agreement, operation of law or
otherwise,  and  includes,  without  limiting  the  foregoing   (i)   the
Obligations, (ii) obligations and liabilities of any Person secured by  a
lien,  claim,  encumbrance or security interest upon  property  owned  by
Borrower, even though Borrower has not assumed or become liable therefor,
(iii)  obligations  and liabilities created or arising  under  any  lease
(including  Capital Leases) or conditional sales contract or other  title
retention  agreement  with  respect  to  property  used  or  acquired  by
Borrower,  even though the rights and remedies of the lessor,  seller  or
lender  are  limited  to  repossession, (iv) all  unfunded  pension  fund
obligations and liabilities and (v) deferred taxes.
     "Initial Term" has the meaning set forth on the Schedule.
     "Inventory" means all of Borrower's now owned and hereafter acquired
goods,  merchandise or other personal property, wherever located,  to  be
furnished  under any contract of service or held for sale or  lease,  all
raw materials, work in process, finished goods and materials and supplies
of any kind, nature or description which are or might be used or consumed
in  Borrower's  business  or  used in connection  with  the  manufacture,
packing,  shipping,  advertising, selling or  finishing  of  such  goods,
merchandise  or other personal property, and all documents  of  title  or
other documents representing them.
     "Inventory Loans" has the meaning set forth in the Schedule.
      "IRC" means the Internal Revenue Code of 1986, as amended, and  the
regulations thereunder.
     "Loans" has the meaning set forth in Section 2.2 hereof.
      "Loan  Documents" means, collectively, this Agreement, any note  or
notes  executed by Borrower and payable to FINOVA, and any other  present
or  future  agreement  entered into in connection  with  this  Agreement,
together   with   all   alterations,  amendments,  changes,   extensions,
modifications,   refinancings,   refundings,   renewals,    replacements,
restatements, or supplements, of or to any of the foregoing.
      "Loan  Party"  means Borrower, each Guarantor,  each  Subordinating
Creditor and each other party (other than FINOVA) to any Loan Document.
     "Loan Reserves" means, as of any date of determination, such amounts
as  FINOVA  may  from  time to time establish and revise  in  good  faith
reducing the amount of Revolving Credit Loans and letters of credit which
would  otherwise  be  available to Borrower under the lending  formula(s)
provided   in   the   Schedule:   (a)  to  reflect  events,   conditions,
contingencies or risks which, as determined by FINOVA in good  faith,  do
or  may  affect either (i) the Collateral or any other property which  is
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security  for the Obligations or its value, (ii) the assets, business  or
prospects  of  Borrower or any Guarantor or (iii) the security  interests
and   other   rights   of  FINOVA  in  the  Collateral   (including   the
enforceability,  perfection  and priority  thereof)  or  (b)  to  reflect
FINOVA's  good  faith  belief  that any collateral  report  or  financial
information  furnished by or on behalf of Borrower or  any  Guarantor  to
FINOVA  is or may have been incomplete, inaccurate or misleading  in  any
material  respect  or (c) in respect of any state of facts  which  FINOVA
determines  in good faith constitutes an Event of Default  or  may,  with
notice or passage of time or both, constitute an Event of Default."
     "Loan Year" means each twelve month period commencing on the Closing
Date.
     "Management Fees" has the meaning set forth in the Schedule.
      "Maximum Interest Rate" has the meaning set forth in Section 2.8(c)
hereof.
      "Multiemployer  Plan" means a "multiemployer plan"  as  defined  in
ERISA  Sections  3(37) or 4001(a)(3) or IRC Section 414(f)  which  covers
employees of Borrower or any ERISA Affiliate.
     "Net Worth" at any date means the Borrower's net worth as determined
in accordance with GAAP.
      "Obligations" means all present and future loans, advances,  debts,
liabilities, obligations, covenants, duties and indebtedness at any  time
owing  by  Borrower to FINOVA, whether evidenced by this  Agreement,  any
note  or  other instrument or document, whether arising from an extension
of  credit,  opening  of a letter of credit, banker's  acceptance,  loan,
guaranty,  indemnification  or  otherwise,  whether  direct  or  indirect
(including,  without  limitation, those acquired by  assignment  and  any
participation by FINOVA in Borrower's debts owing to others), absolute or
contingent,  due  or  to become due, including, without  limitation,  all
interest, charges, expenses, fees, attorney's fees, expert witness  fees,
Examination  Fee,  letter  of  credit fees,  Collateral  Monitoring  Fee,
Closing  Fee, Facility Fee, Termination Fee, Minimum Interest Charge  and
any  other  sums  chargeable to Borrower hereunder  or  under  any  other
agreement with FINOVA.
     "Overadvance" has the meaning set forth in Section 2.3.
     "Overline" has the meaning set forth in Section 2.3.
     "PBGC" means the Pension Benefit Guarantee Corporation.
      "Permitted  Discretion" means FINOVA's judgment exercised  in  good
faith based upon its consideration of any factor which FINOVA believes in
good  faith:   (i)  will  or  could adversely affect  the  value  of  any
Collateral, the enforceability or priority of FINOVA's liens  thereon  or
the  amount  which  FINOVA  would  be likely  to  receive  (after  giving
consideration  to  delays in payment and costs  of  enforcement)  in  the
liquidation of such Collateral; (ii) suggests that any collateral  report
or  financial information delivered to FINOVA by any Person on behalf  of
the  Borrower  is  incomplete, inaccurate or misleading in  any  material
respect;  (iii)  materially  increases the likelihood  of  a  bankruptcy,
reorganization or other insolvency proceeding involving the Borrower, any
Loan  Party or any of the Collateral, or (iv) creates or reasonably could
be  expected to create an Event of Default.  In exercising such judgment,
FINOVA  may  consider such factors already included in or tested  by  the
definition of Eligible Receivables or Eligible Inventory, as well as  any
of  the  following:   (i)  the  financial and  business  climate  of  the
Borrower's industry and general macroeconomic conditions, (ii) changes in
collection   history  and  dilution  with  respect  to  the  Receivables,
(iii)  changes in demand for, and pricing of, Inventory, (iv) changes  in
any  concentration of risk with respect to Receivables and/or  Inventory,
and  (v) any other factors that change the credit risk of lending to  the
Borrower on the security of the Receivables and Inventory.  The burden of
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establishing lack of good faith hereunder shall be on the Borrower.
     "Permitted Encumbrance" means each of the liens, mortgages and other
security interests set forth on the Schedule.
      "Person"  means  any individual, sole proprietorship,  partnership,
joint   venture,   trust,   unincorporated   organization,   association,
corporation,  limited liability company, government,  or  any  agency  or
political division thereof, or any other entity.
     "Plan" means any plan described in ERISA Section 3(2) maintained for
employees  of Borrower or any ERISA Affiliate, other than a Multiemployer
Plan.
     "Prepared Financials" means the balance sheets of Borrower as of the
date  set  forth  in  the  Schedule in the  section  entitled  'Reporting
Requirements'  , and as of each subsequent date on which audited  balance
sheets  are  delivered  to FINOVA from time to time  hereunder,  and  the
related  statements  of operations, changes in stockholder's  equity  and
changes in cash flow for the periods ended on such dates.
     "Prime Rate" has the meaning set forth in the Schedule.
      "Prohibited Transaction" means any transaction described in Section
406  of ERISA which is not exempt by reason of Section 408 of ERISA,  and
any  transaction  described in Section 4975(c) of the IRC  which  is  not
exempt by reason of Section 4975(c)(2) of the IRC.
     "Receivable Loans" has the meaning set forth on the Schedule.
      "Receivables"  means  all of Borrower's  now  owned  and  hereafter
acquired accounts (whether or not earned by performance), proceeds of any
letters  of  credit  naming  Borrower as  beneficiary,  contract  rights,
chattel  paper, instruments, documents and all other forms of obligations
at  any  time  owing  to  Borrower, all  guaranties  and  other  security
therefor,  whether secured or unsecured, all merchandise returned  to  or
repossessed  by Borrower, and all rights of stoppage in transit  and  all
other rights or remedies of an unpaid vendor, lienor or secured party.
     "Renewal Term" has the meaning set forth on the Schedule.
      "Reportable  Event" means a reportable event described  in  Section
4043  of  ERISA or the regulations thereunder, a withdrawal from  a  Plan
described  in  Section  4063  of  ERISA, or  a  cessation  of  operations
described in Section 4068(f) of ERISA.
     "Revolving Credit Loans" has the meaning set forth in the Schedule.
     "Revolving Credit Limit" has the meaning set forth in the Schedule.
     "Revolving Interest Rate" has the meaning set forth in the Schedule.
     "Schedule" has the meaning set forth in the preamble.
      "Senior Contractual Debt Service" means, for any period, the sum of
payments  made or required to be made by Borrower during such period  for
(i)  interest  and  scheduled principal payments due on  the  Term  Loans
(excluding voluntary prepayment and payments made from Borrower's  Excess
Cash  Flow, as required pursuant to the Schedule), and (ii) interest only
payments  due on the Revolving Credit Loans facility plus the  Collateral
Monitoring Fee, the Facility Fee and the Unused Line Fee.
     "Start Date" has the meaning set forth in the Schedule.
      "Subordinated Debt" means liabilities of Borrower the repayment  of
which is subordinated, to the payment and performance of the Obligations,
pursuant  to a subordination agreement acceptable to FINOVA in  its  sole
discretion.
     "Subordinating Creditor" has the meaning set forth in the Schedule.
     "Term Loans" has the meaning set forth in the Schedule.
      "Termination  Fee"  has  the meaning set forth  in  Section  9.2(d)
hereof.
      "Total Contractual Debt Service" means, for any period, the sum  of
payments  made  (or, as to clause (i) of this sentence,  required  to  be
made)  by  Borrower  during such period for (i) Senior  Contractual  Debt
Service,  (ii)  pursuant to the Seller Note and/or Noncompete  Agreement,
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and  (iii) interest and scheduled principal payments due on any  and  all
other   Indebtedness  of  Borrower,  including  without  limitation   the
Subordinated Indebtedness.
     "Total Facility" has the meaning set forth in Section 2.1 hereof.
       "Trademarks,  Copyrights,  Licenses  and  Patents"  means  all  of
Borrower's  right,  title and interest in and to, whether  now  owned  or
hereafter acquired: (i) trademarks, trademark registrations, trade names,
trade  name  registrations,  and trademark or  trade  name  applications,
including without limitation such as are listed on the Schedule  attached
hereto  and made a part hereof, as the same may be amended from  time  to
time,  and  (a) renewals thereof, (b) all income, royalties, damages  and
payments  now  and  hereafter due and/or payable  with  respect  thereto,
including  without limitation, damages and payments for  past  or  future
infringements thereof, (c) the right to sue for past, present and  future
infringements  thereof, (d) all rights corresponding  thereto  throughout
the  world,  and  (e) the goodwill of the business operated  by  Borrower
connected  with  and symbolized by any trademarks or  trade  names;  (ii)
copyrights, copyright registrations and copyright applications, including
without limitation such as are listed on the Schedule attached hereto and
made a part hereof, as the same may be amended from time to time, and (a)
renewals thereof, (b) all income, royalties, damages and payments now and
hereafter  due  and/or  payable with respect thereto,  including  without
limitation,  damages  and  payments  for  past  or  future  infringements
thereof,  (c) the right to sue for past, present and future infringements
thereof,  and (d) all rights corresponding thereto throughout the  world;
(iii) license agreements, including without limitation such as are listed
on  the Schedule attached hereto and made a part hereof, and the right to
prepare  for  sale,  sell and advertise for sale  any  Inventory  now  or
hereafter  owned  by  Borrower  and now  or  hereafter  covered  by  such
licenses;  and  (iv)  patents  and  patent  applications,  registered  or
pending,  including without limitation such as are listed on the Schedule
attached  hereto,  together  with  all income,  royalties,  shop  rights,
damages and payments thereto, the right to sue for infringements thereof,
and  all rights thereto throughout the world and all reissues, divisions,
continuations, renewals, extensions and continuations-in-part thereof.
     "Unused Line Fee" has the meaning set forth in the Schedule.

      1.2  Other  Terms.   All accounting terms used in  this  Agreement,
unless  otherwise indicated, shall have the meanings given to such  terms
in  accordance  with GAAP.  All other terms contained in this  Agreement,
unless otherwise indicated, shall have the meanings provided by the Code,
to the extent such terms are defined therein.

2.   LOANS; INTEREST RATE AND OTHER CHARGES.
     2.1 Total Facility .  Upon the terms and conditions set forth herein
and provided that no Event of Default or event which, with the giving  of
notice  or  the passage of time, or both, would constitute  an  Event  of
Default,  shall  have  occurred  and be continuing,  FINOVA  shall,  upon
Borrower's  request, make advances to Borrower from time to  time  in  an
aggregate  outstanding principal amount not to exceed the Total  Facility
amount  (the "Total Facility") set forth on the Schedule hereto,  subject
to  deduction of reserves for accrued interest and such other reserves as
FINOVA  deems  proper from time to time, and less amounts FINOVA  may  be
obligated to pay in the future on behalf of Borrower.  The Schedule is an
integral   part  of  this  Agreement  and  all  references  to  "herein",
"herewith" and words of similar import shall for all purposes  be  deemed
to include the Schedule.
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      2.2  Loans.    Advances  under  the  Total  Facility  ("Loans"  and
individually, a "Loan") shall be comprised of the amounts  shown  on  the
Schedule.

      2.3 Overlines; Overadvances .  If at any time or for any reason the
outstanding amount of advances (including all letters of credit) extended
or   issued  pursuant  hereto  exceeds  any  of  the  dollar  limitations
("Overline")  or percentage limitations ("Overadvance") in the  Schedule,
then Borrower shall, upon FINOVA's demand, immediately pay to FINOVA,  in
cash,  the full amount of such Overline or Overadvance which, at FINOVA's
option, may be applied to reduce the outstanding principal balance of the
Loans  and/or  cash  collateralize all or any  part  of  any  outstanding
letters  of credit.  Without limiting Borrower's obligation to  repay  to
FINOVA  on  demand  the  amount of any Overline or Overadvance,  Borrower
agrees to pay FINOVA interest on the outstanding principal amount of  any
Overline or Overadvance, on demand, at the rate set forth on the Schedule
and applicable to the Revolving Credit Loans.

      2.4  Loan Account.   All advances made hereunder (including without
limitation  all advances made by FINOVA under or in connection  with  any
Letter  of  Credit) shall be added to and deemed part of the  Obligations
when  made.   FINOVA  may  from time to time charge  all  Obligations  of
Borrower to Borrower's loan account with FINOVA.

      2.5  Interest;  Fees.   Borrower shall pay FINOVA interest  on  the
daily  outstanding balance of the Obligations at the per annum  rate  set
forth on the Schedule.  Borrower shall also pay FINOVA the fees set forth
on the Schedule.

      2.6  Default  Interest Rate.  Upon the occurrence  and  during  the
continuation  of an Event of Default, Borrower shall pay FINOVA  interest
on the daily outstanding balance of the Obligations and any L/C Fee at  a
rate  per  annum  which is two percent (2%) in excess of the  rate  which
would otherwise be applicable thereto pursuant to the Schedule.

      2.7  Examination  Fee  .  Borrower agrees  to  pay  to  FINOVA  the
Examination  Fee  in the amount set forth on the Schedule  in  connection
with  each audit or examination of Borrower performed by FINOVA prior  to
or  after  the  date  hereof.  Without limiting  the  generality  of  the
foregoing, Borrower shall pay to FINOVA an initial Examination Fee in  an
amount  equal  to  the  amount set forth on the Schedule.   Such  initial
Examination  Fee shall be deemed fully earned at the time of payment  and
due  and  payable  upon  the closing of this transaction,  and  shall  be
deducted from any good faith deposit paid by Borrower to FINOVA prior  to
the date of this Agreement.

     2.8 Excess Interest.

      (a)  The  contracted for rate of interest of the loan  contemplated
hereby,  without  limitation, shall consist of the  following:   (i)  the
interest  rate set forth on the Schedule, calculated and applied  to  the
principal balance of the Obligations in accordance with the provisions of
this  Agreement; (ii) interest after an Event of Default, calculated  and
applied  to  the  amount  of  the  Obligations  in  accordance  with  the
provisions hereof; and (iii) all Additional Sums (as herein defined),  if
any.  Borrower agrees to pay an effective contracted for rate of interest
which is the sum of the above-referenced elements.  The Examination  Fee,
attorneys  fees,  expert witness fees, letter of credit fees,  collateral
monitoring  fees, closing fees, facility fees, Termination Fees,  Minimum
<PAGE>
Interest  Charges, other charges, goods, things in action  or  any  other
sums  or  things of value paid or payable by Borrower (collectively,  the
"Additional  Sums"),  whether pursuant to this  Agreement  or  any  other
documents   or  instruments  in  any  way  pertaining  to  this   lending
transaction, or otherwise with respect to this lending transaction,  that
under  any  applicable law may be deemed to be interest with  respect  to
this lending transaction, for the purpose of any applicable law that  may
limit  the maximum amount of interest to be charged with respect to  this
lending transaction, shall be payable by Borrower as, and shall be deemed
to  be,  additional interest and for such purposes only, the agreed  upon
and  "contracted for rate of interest" of this lending transaction  shall
be  deemed  to  be increased by the rate of interest resulting  from  the
inclusion of the Additional Sums.

     (b) It is the intent of the parties to comply with the usury laws of
the  State of Arizona (the "Applicable Usury Law").  Accordingly,  it  is
agreed  that  notwithstanding any provisions  to  the  contrary  in  this
Agreement,  or  in  any  of  the documents  securing  payment  hereof  or
otherwise  relating  hereto, in no event shall  this  Agreement  or  such
documents  require the payment or permit the collection  of  interest  in
excess of the maximum contract rate permitted by the Applicable Usury Law
(the  "Maximum  Interest Rate").  In the event (a)  any  such  excess  of
interest  otherwise  would be contracted for, charged  or  received  from
Borrower  or otherwise in connection with the loan evidenced  hereby,  or
(b)  the maturity of the Obligations is accelerated in whole or in  part,
or (c) all or part of the Obligations shall be prepaid, so that under any
of  such  circumstances the amount of interest contracted for, shared  or
received  in connection with the loan evidenced hereby, would exceed  the
Maximum Interest Rate, then in any such event (1) the provisions of  this
paragraph  shall govern and control, (2) neither Borrower nor  any  other
Person  now or hereafter liable for the payment of the Obligations  shall
be  obligated to pay the amount of such interest to the extent that it is
in  excess  of the Maximum Interest Rate, (3) any such excess  which  may
have  been collected shall be either applied as a credit against the then
unpaid  principal amount of the Obligations or refunded to  Borrower,  at
FINOVA's  option,  and  (4)  the effective  rate  of  interest  shall  be
automatically  reduced  to  the Maximum Interest  Rate.   It  is  further
agreed,  without limiting the generality of the foregoing,  that  to  the
extent  permitted  by the Applicable Usury Law; (x) all  calculations  of
interest which are made for the purpose of determining whether such  rate
would  exceed  the  Maximum Interest Rate shall be  made  by  amortizing,
prorating, allocating and spreading during the period of the full  stated
term  of  the loan evidenced hereby, all interest at any time  contracted
for,  charged  or received from Borrower or otherwise in connection  with
such  loan;  and (y) in the event that the effective rate of interest  on
the loan should at any time exceed the Maximum Interest Rate, such excess
interest  that  would otherwise have been collected  had  there  been  no
ceiling imposed by the Applicable Usury Law shall be paid to FINOVA  from
time  to  time,  if  and when the effective interest  rate  on  the  loan
otherwise  falls  below the Maximum Interest Rate,  to  the  extent  that
interest  paid  to  the date of calculation does not exceed  the  Maximum
Interest  Rate, until the entire amount of interest which would otherwise
have  been  collected had there been no ceiling imposed by the Applicable
Usury Law has been paid in full.  Borrower further agrees that should the
Maximum  Interest Rate be increased at any time hereafter  because  of  a
change in the Applicable Usury Law, then to the extent not prohibited  by
the  Applicable Usury Law, such increases shall apply to all indebtedness
evidenced  hereby regardless of when incurred; but, again to  the  extent
not  prohibited by the Applicable Usury Law, should the Maximum  Interest
<PAGE>
Rate  be decreased because of a change in the Applicable Usury Law,  such
decreases shall not apply to the indebtedness evidenced hereby regardless
of when incurred.

     2.9  Principal Payments; Proceeds of  Collateral.

      (a)  Principal Payments.  Except where evidenced by notes or  other
instruments issued or made by Borrower to FINOVA specifically  containing
payment provisions which are in conflict with this Section 2.10 (in which
event the conflicting provisions of said notes or other instruments shall
govern  and  control),  that  portion of the  Obligations  consisting  of
principal  payable on account of Loans shall be payable  by  Borrower  to
FINOVA  immediately  upon the earliest of (i) the receipt  by  FINOVA  or
Borrower of any proceeds of any of the Collateral, to the extent of  said
proceeds,  (ii)  the occurrence of an Event of Default in consequence  of
which FINOVA elects to accelerate the maturity and payment of such loans,
or  (iii)  any  termination of this Agreement  pursuant  to  Section  9.2
hereof;  provided,  however, that any Overadvance or  Overline  shall  be
payable on demand pursuant to the provisions of Section 2.3 hereof.

      (b) Collections.   Upon notice by FINOVA to Borrower, Borrower  may
make  collection of all Receivables for FINOVA by directing  all  account
debtors  and other third parties to remit all payments owing to  Borrower
to  the lockbox established in connection with the Blocked Account or  in
the  alternative  a  Dominion Account  Upon FINOVA's establishment  of  a
lockbox,  in  the event Borrower shall nevertheless directly receive  any
payments  or  other financial proceeds of any Collateral, Borrower  shall
receive  all  payments as trustee of FINOVA and immediately  deliver  all
payments  to  FINOVA  in  their original form as set  forth  below,  duly
endorsed  in  blank  or  cause the same to be deposited  into  a  Blocked
Account  Dominion Account.  All items of payment shall be deemed  applied
by  FINOVA  on account of the Obligations three (3) Business  Days  after
receipt  by  FINOVA  of good funds which have been  finally  credited  to
FINOVA's  account, whether such funds are received directly from Borrower
or  from  the Blocked Account bank or the Dominion Account bank, pursuant
to  Section  2.9(c) hereof, and this provision shall apply regardless  of
the  amount of the Obligations outstanding or whether any Obligations are
outstanding;  provided, that if any such good funds  are  received  after
12:00 p.m. noon, New York time on any Business Day or at any time on  any
day  not constituting a Business Day, such funds shall be deemed received
on  the  immediately  following Business Day.  FINOVA  is  not,  however,
required  to  credit Borrower's account for the amount  of  any  item  of
payment which is unsatisfactory to FINOVA in its Permitted Discretion and
FINOVA  may charge Borrower's loan account for the amount of any item  of
payment which is returned to FINOVA unpaid.

      (c)  Establishment of a Lockbox Account or Dominion Account. Unless
Borrower shall be otherwise directed by FINOVA in writing, Borrower shall
cause  all proceeds of Collateral to be deposited into a lockbox account,
or  such  other "blocked account" as FINOVA may require (each, a "Blocked
Account") pursuant to an arrangement with such bank as may be selected by
Borrower  and  be  acceptable to FINOVA which proceeds, unless  otherwise
provided herein, shall be applied in payment of the Obligations  in  such
order  as FINOVA determines in its sole discretion.  Borrower shall issue
to any such bank an irrevocable letter of instruction directing said bank
to  transfer  such funds so deposited to FINOVA, either  to  any  account
maintained  by  FINOVA  at said bank or by wire transfer  to  appropriate
account(s)  of  FINOVA.  All funds deposited in a Blocked  Account  shall
immediately become the sole property of FINOVA and Borrower shall  obtain
<PAGE>
the  agreement by such bank to waive any offset rights against the  funds
so  deposited.  FINOVA assumes no responsibility for any Blocked  Account
arrangement,  including  without limitation,  any  claim  of  accord  and
satisfaction  or release with respect to deposits accepted  by  any  bank
thereunder.   Alternatively, FINOVA may establish depository accounts  in
the  name  of  FINOVA at a bank or banks for the deposit  of  such  funds
(each,  a "Dominion Account") and Borrower shall deposit all proceeds  of
Receivables  and all cash proceeds of any sale of Inventory  or,  to  the
extent  permitted  herein, Equipment or cause same to  be  deposited,  in
kind,  in such Dominion Accounts of FINOVA in lieu of depositing same  to
Blocked  Accounts, and, unless otherwise provided herein, all such  funds
shall  be  applied by FINOVA to the Obligations in such order  as  FINOVA
determines in its sole discretion.

      (d)  Payments  Without Deductions.  Borrower shall  pay  principal,
interest,  and  all other amounts payable hereunder, or under  any  other
Loan  Document,  without  any deduction whatsoever,  including,  but  not
limited to, any deduction for any setoff or counterclaim.

      (e)  Collection Days Upon Repayment.  In the event Borrower  repays
the Obligations in full at any time hereafter, such payment in full shall
be  credited  (conditioned  upon  final collection)  to  Borrower's  loan
account three (3) Business Days after FINOVA's receipt thereof.

     (f) Monthly Accountings.  FINOVA shall provide Borrower monthly with
an  account of advances, charges, expenses and payments made pursuant  to
this  Agreement.   Such  account shall be deemed  correct,  accurate  and
binding  on  Borrower  and  an account stated (except  for  reverses  and
reapplications of payments made and corrections of errors  discovered  by
FINOVA),  unless  Borrower notifies FINOVA in  writing  to  the  contrary
within  thirty  (30) days after each account is rendered, describing  the
nature of any alleged errors or admissions.

      2.11  Application  of  Collateral.   Except as  otherwise  provided
herein, FINOVA shall have the continuing and exclusive right to apply  or
reverse  and  re-apply  any  and  all payments  to  any  portion  of  the
Obligations  in  such order and manner as FINOVA shall determine  in  its
sole  discretion.  To the extent that Borrower makes a payment or  FINOVA
receives any payment or proceeds of the Collateral for Borrower's benefit
which   is  subsequently  invalidated,  declared  to  be  fraudulent   or
preferential, set aside or required to be repaid to a trustee, debtor  in
possession, receiver or any other party under any bankruptcy law,  common
law  or  equitable  cause,  or  otherwise,  then,  to  such  extent,  the
Obligations or part thereof intended to be satisfied shall be revived and
continue as if such payment or proceeds had not been received by FINOVA.

      2.12  Application  of Payments.   The amount  of  all  payments  or
amounts  received by FINOVA with respect to the Loan shall be applied  to
the  extent  applicable  under  this Agreement:  (i)  first,  to  accrued
interest  through  the  date  of  such  payment,  including  any  Default
Interest;  (ii)  then,  to  any  late  fees,  overdue  risk  assessments,
Examination Fee and expenses, collection fees and expenses and any  other
fees  and expenses due to FINOVA hereunder; and (iii) last, the remaining
balance,  if  any, to the unpaid principal balance of the Loan;  provided
however, while an Event of Default exists under this Agreement, or  under
any other Loan Document, each payment hereunder shall be (x) held as cash
collateral  to secure Obligations relating to any letters  of  credit  or
other contingent obligations arising under the Loan Documents and/or  (y)
applied  to  amounts  owed to FINOVA by Borrower as FINOVA  in  its  sole
<PAGE>
discretion may determine.  In calculating interest and applying  payments
as  set  forth  above:   (a) interest shall be calculated  and  collected
through the date a payment is actually applied by FINOVA under the  terms
of  this  Agreement;  (b) interest on the outstanding  balance  shall  be
charged during any grace period permitted hereunder; (c) at the  end   of
each  month,  all accrued and unpaid interest and other charges  provided
for  hereunder shall be added to the principal balance of the  Loan;  and
(d)  to  the extent that Borrower makes a payment or FINOVA receives  any
payment  or  proceeds of the Collateral for Borrower's  benefit  that  is
subsequently invalidated, set aside or required to be repaid to any other
Person,  then, to such extent, the Obligations intended to  be  satisfied
shall be revived and continue as if such payment or proceeds had not been
received by FINOVA and FINOVA may adjust the Loan balances as FINOVA,  in
its sole discretion, deems appropriate under the circumstances.

      2.13 Notification of Closing.   Borrower shall provide FINOVA  with
at least forty-eight (48) hours prior written notice of the Closing Date,
to  enable FINOVA to arrange for the availability of funds.  In the event
the  closing  does  not  take place on the date specified  in  Borrower's
notice to FINOVA, other than through the fault of FINOVA, Borrower agrees
to  reimburse  FINOVA for FINOVA's costs to maintain the necessary  funds
available for the closing, at the Term Interest Rate with respect to  the
amount specified in the Schedule, and at the Revolving Interest Rate with
respect  to  an  amount equal to the initial advance under the  Revolving
Credit  Loans facility which is to be made on the Closing Date,  for  the
number  of  days  which elapse between the date specified  in  Borrower's
notice  and the date upon which the closing actually occurs (which number
of  days  shall not include the date specified in Borrower's notice,  but
shall include the Closing Date).

3.   SECURITY.

     3.1 Security Interest in the Collateral .  To secure the payment and
performance of the Obligations when due, Borrower hereby grants to FINOVA
a   first   priority  security  interest  (subject  only   to   Permitted
Encumbrances)  in  all of Borrower's now owned or hereafter  acquired  or
arising  Inventory, Equipment, Receivables, life insurance  policies  and
the  proceeds  thereof,  Trademarks, Copyrights,  Licenses  and  Patents,
Investment Property (as defined in Section 9-115 of the Code) and General
Intangibles,  including, without limitation, all  of  Borrower's  Deposit
Accounts,  money,  any and all property now or at any time  hereafter  in
FINOVA's  possession  (including claims and  credit  balances),  and  all
proceeds  (including  proceeds  of any insurance  policies,  proceeds  of
proceeds  and claims against third parties), all products and  all  books
and records and computer data related to any of the foregoing (all of the
foregoing,  together  with all other property  in  which  FINOVA  may  be
granted a lien or security interest, is referred to herein, collectively,
as the "Collateral").

      3.2  Perfection  and  Protection of Security  Interest.    Borrower
shall,  at its expense, take all actions requested by FINOVA at any  time
to  perfect,  maintain,  protect  and  enforce  FINOVA's  first  priority
security  interest and other rights in the Collateral  and  the  priority
thereof  from time to time, including, without limitation, (i)  executing
and  filing  financing or continuation statements and amendments  thereof
and executing and delivering such documents and titles in connection with
motor  vehicles  as  FINOVA  shall require, all  in  form  and  substance
satisfactory  to  FINOVA,  (ii) maintaining  a  perpetual  inventory  and
complete and accurate stock records, (iii) delivering to FINOVA warehouse
<PAGE>
receipts covering any portion of the Collateral located in warehouses and
for  which  warehouse receipts are issued, and transferring Inventory  to
warehouses  designated  by FINOVA, (iv) placing notations  on  Borrower's
books  of account to disclose FINOVA's security interest therein and  (v)
delivering  to  FINOVA all letters of credit on which Borrower  is  named
beneficiary.  FINOVA may file, without Borrower's signature, one or  more
financing  statements disclosing FINOVA's security  interest  under  this
Agreement.   Borrower agrees that a carbon, photographic, photostatic  or
other  reproduction  of  this Agreement or of a  financing  statement  is
sufficient as a financing statement.  If any Collateral is at any time in
the  possession  or  control  of  any  warehouseman,  bailee  or  any  of
Borrower's  agents or processors, Borrower shall notify  such  Person  of
FINOVA's security interest in such Collateral and, upon FINOVA's request,
instruct them to hold all such Collateral for FINOVA's account subject to
FINOVA's  instructions.  From time to time, Borrower shall, upon FINOVA's
request,  execute  and deliver confirmatory written instruments  pledging
the  Collateral  to FINOVA, but Borrower's failure to  do  so  shall  not
affect or limit FINOVA's security interest or other rights in and to  the
Collateral.  Until the Obligations have been fully satisfied and FINOVA's
obligation  to  make further advances hereunder has terminated,  FINOVA's
security  interest  in the Collateral shall continue in  full  force  and
effect.

      3.3  Preservation  of Collateral.   FINOVA may,  in  its  Permitted
Discretion,  at  any  time  discharge any  lien  or  encumbrance  on  the
Collateral or bond the same, pay any insurance, maintain guards, pay  any
service  bureau, obtain any record or take any other action  to  preserve
the Collateral and charge the cost thereof to Borrower's loan account  as
an Obligation.

      3.4  Insurance  .  Borrower will maintain and deliver  evidence  to
FINOVA  of  such insurance as is required by FINOVA, written by insurers,
in  amounts, and with lender's loss payee, additional insured, and  other
endorsements, satisfactory to FINOVA.  All premiums with respect to  such
insurance  shall  be  paid by Borrower as and  when  due.   Accurate  and
certified  copies  of  the  policies shall be delivered  by  Borrower  to
FINOVA.   If Borrower fails to comply with this Section, FINOVA may  (but
shall  not  be  required to) procure such insurance and  endorsements  at
Borrower's expense and charge the cost thereof to Borrower's loan account
as an Obligation.

     3.5  Collateral Reporting; Inventory.

      (a)  Invoices.  Borrower shall not re-date any invoice or sale from
the  original  date thereof or make sales on extended terms beyond  those
customary in Borrower's industry, or otherwise extend or modify the  term
of any Receivable.  If Borrower becomes aware of any matter affecting any
Receivable,  including information affecting the credit  of  the  account
debtor thereon, Borrower shall promptly notify FINOVA in writing.

      (b)  Instruments.   In  the  event any  Receivable  is  or  becomes
evidenced  by a promissory note, trade acceptance or any other instrument
for  the  payment  of  money,  Borrower shall  immediately  deliver  such
instrument to FINOVA appropriately endorsed to FINOVA and, regardless  of
the  form  of  any presentment, demand, notice of dishonor,  protest  and
notice  of  protest  with respect thereto, Borrower shall  remain  liable
thereon until such instrument is paid in full.
<PAGE>
      (c) Physical Inventory.  Borrower shall conduct a physical count of
the  Inventory at such intervals as FINOVA reasonably requests,  no  more
frequently  than annually, except in the Event of Default,  and  promptly
supply FINOVA with a copy of such accounts accompanied by a report of the
value  (calculated at the lower of cost or market value) of the Inventory
and  such additional information with respect to the Inventory as  FINOVA
may request from time to time.

     (d) Returns.  For so long as no Event of Default has occurred and is
continuing  and  subject  to the provisions of  Section  3.6(b),  if  any
account  debtor returns any Inventory to Borrower in the ordinary  course
of  its  business, Borrower shall promptly determine the reason for  such
return  and  promptly  issue a credit memorandum to  the  account  debtor
(sending  a copy to FINOVA) in the appropriate amount.  In the event  any
attempted  return  occurs after the occurrence of any Event  of  Default,
Borrower  shall  (i)  hold the returned Inventory in  trust  for  FINOVA,
(ii)  segregate  all  returned Inventory from  all  of  Borrower's  other
property,  (iii) conspicuously label the returned Inventory  as  FINOVA's
property,  and  (iv)  immediately notify FINOVA  of  the  return  of  any
Inventory,  specifying  the  reason for such  return,  the  location  and
condition of the returned Inventory, and on FINOVA's request deliver such
returned Inventory to FINOVA.

     (e) Borrower shall not consign any Inventory.

     3.6 Receivables.

(a)   Eligibility.   (i)  Borrower  represents  and  warrants  that  each
Receivable covers and shall cover a bona fide sale or lease and  delivery
by  it of goods or the rendition by it of services in the ordinary course
of  its  business,  and  shall be for a liquidated  amount  and  FINOVA's
security  interest  shall  not  be  subject  to  any  offset,  deduction,
counterclaim, rights of return or cancellation, lien or other  condition.
If any representation or warranty herein is breached as to any Receivable
or  any  Receivable ceases to be an Eligible Receivable  for  any  reason
other  than  payment thereof, then FINOVA may, in addition to  its  other
rights hereunder, designate any and all Receivables owing by that account
debtor  as not Eligible Receivables; provided, that FINOVA shall  in  any
such  event  retain its security interest in all Receivables, whether  or
not Eligible Receivables, until the Obligations have been fully satisfied
and FINOVA's obligation to provide loans hereunder has terminated.

      (ii)  FINOVA  at  any time shall be entitled to (i)  establish  and
increase  or decrease reserves against Eligible Receivables and  Eligible
Inventory, (ii) reduce the advance rates in the Schedule or restore  such
advance rates to any level equal to or below the advance rates set  forth
in the Schedule or (iii) impose additional restrictions (or eliminate the
same)  to  the  standards of eligibility set forth in the definitions  of
"Eligible Receivables" and "Eligible Inventory," in the exercise  of  its
Permitted  Discretion.  FINOVA may but shall not be required to  rely  on
the schedules an/or reports delivered to FINOVA in connection herewith in
determining the then eligibility of Receivables and Inventory.   Reliance
thereon  by  FINOVA from time to time shall not be deemed  to  limit  the
right  of  FINOVA to revise advance rates or standards of eligibility  as
provided above.

     (b) Disputes.  Borrower shall notify FINOVA promptly of all disputes
or  claims and settle or adjust such disputes or claims at no expense  to
FINOVA,  but  no  discount, credit or allowance shall be granted  to  any
<PAGE>
account  debtor  and  no  returns of merchandise  shall  be  accepted  by
Borrower  without  FINOVA's consent, except for  discounts,  credits  and
allowances  made or given in the ordinary course of Borrower's  business.
FINOVA  may,  at  any time after the occurrence of an Event  of  Default,
settle  or  adjust disputes or claims directly with account  debtors  for
amounts and upon terms which FINOVA considers advisable in its reasonable
credit  judgment  and, in all cases, FINOVA shall credit Borrower's  loan
account  with only the net amounts received by FINOVA in payment  of  any
Receivables.

      3.7 Equipment.   Borrower shall keep and maintain the Equipment  in
good  operating condition and repair and make all necessary  replacements
thereto  to  maintain  and  preserve the value and  operating  efficiency
thereof  at all times consistent with Borrower's past practice,  ordinary
wear  and  tear excepted. Borrower shall not permit any item of Equipment
to  become  a fixture (other than a trade fixture) to real estate  or  an
accession to other property.

       3.8   Other  Liens;  No  Disposition  of   Collateral.    Borrower
represents,  warrants  and covenants that except  for  FINOVA's  security
interest,  Permitted  Encumbrances, and  such  other  liens,  claims  and
encumbrances  as  may be permitted by FINOVA in its sole discretion  from
time  to time in writing, (a) all Collateral is and shall continue to  be
owned  by  it  free  and  clear  of all liens,  claims  and  encumbrances
whatsoever  and  (b) Borrower shall not, without FINOVA's  prior  written
approval, sell, encumber or dispose of or permit the sale, encumbrance or
disposal of any Collateral or all or any substantial part of any  of  its
other  assets (or any interest of Borrower therein), except for the  sale
of Inventory in the ordinary course of Borrower's business.  In the event
FINOVA  gives any such prior written approval with respect  to  any  such
sale  of Collateral, the same may be conditioned on the sale price  being
equal  to, or greater than, an amount acceptable to FINOVA.  The proceeds
of  any such sales of Collateral shall be remitted to FINOVA pursuant  to
this Agreement for application to the Obligations.

     3.9 Collateral Security.   The Obligations shall constitute one loan
secured  by  the  Collateral. FINOVA may, in  its  sole  discretion,  (i)
exchange,  enforce,  waive or release any of the Collateral,  (ii)  apply
Collateral  and  direct the order or manner of sale  thereof  as  it  may
determine,  and (iii) settle, compromise, collect or otherwise  liquidate
any  Collateral  in any manner without affecting its right  to  take  any
other action with respect to any other Collateral.

4.   CONDITIONS OF CLOSING.

      4.1 Initial Advance.   The obligation of FINOVA to make the initial
advance  hereunder or to issue or arrange for the issuance of the initial
letter  of  credit  hereunder  is subject  to  the  fulfillment,  to  the
satisfaction  of  FINOVA  and  its counsel,  of  each  of  the  following
conditions on or prior to the date set forth on the Schedule:

      (a)  Loan  Documents.   FINOVA shall  have  received  each  of  the
following Loan Documents:  (i)  the Agreement fully and properly executed
by Borrower;  (ii) promissory notes in such amounts and on such terms and
conditions  as  FINOVA  shall  specify,  executed  by  Borrower;    (iii)
Guaranties executed by each of the Guarantors and/or Validity and Support
Agreements  executed  by  the applicable parties;   (iv)   such  security
agreements,   intellectual  property  assignments,   pledge   agreements,
mortgages and deeds of trust as FINOVA may require with respect  to  this
<PAGE>
Agreement  and  any Guaranties, executed by each of the  parties  thereto
and,  if  applicable, duly acknowledged for recording or  filing  in  the
appropriate governmental offices;  (v) Subordination Agreements  in  form
and substance acceptable to FINOVA, executed by each of the Subordinating
Creditors,  together  with  copies  of all  instruments  subject  thereto
showing  a  legend  indicating  such subordination;   (vi)  such  Blocked
Account or Dominion Account agreements as it shall determine; and   (vii)
such  other documents, instruments and agreements in connection  herewith
as  FINOVA shall require, executed, certified and/or acknowledged by such
parties as FINOVA shall designate;

      (b)  Minimum  Excess  Availability.   Borrower  shall  have  Excess
Availability under the Revolving Credit Loans facility of not  less  than
the  amount specified in the Schedule, after giving effect to the initial
advance hereunder and after giving effect to any applicable Loan Reserves
against borrowing availability under the Revolving Credit Loans.

      (c) Terminations by Existing Lender.  Borrower's existing lender(s)
shall  have executed and delivered UCC termination statements  and  other
documentation  evidencing  the termination  of  its  liens  and  security
interests in the assets of Borrower or a subordination agreement in  form
and substance satisfactory to FINOVA in its sole discretion;

      (d)  Charter  Documents.   FINOVA shall  have  received  copies  of
Borrower's  By-laws  and  Articles or Certificate  of  Incorporation,  as
amended, modified, or supplemented to the Closing Date, certified by  the
Secretary of Borrower;

      (e)  Good  Standing.  FINOVA shall have received a  certificate  of
corporate status with respect to Borrower, dated within ten (10) days  of
the Closing Date, by the Secretary of State of the state of incorporation
of  Borrower, which certificate shall indicate that Borrower is  in  good
standing in such state;

      (f) Foreign Qualification.  FINOVA shall have received certificates
of  corporate status with respect to Borrower and each other Loan  Party,
each  dated  within  ten (10) days of the Closing  Date,  issued  by  the
Secretary of State of each state in which such party's failure to be duly
qualified  or  licensed  would  have a material  adverse  effect  on  its
financial  condition or assets, indicating that such  party  is  in  good
standing;

      (g)  Authorizing  Resolutions and Incumbency.   FINOVA  shall  have
received  a certificate from the Secretary of Borrower attesting  to  (i)
the  adoption  of  resolutions  of Borrower's  Board  of  Directors,  and
shareholders or members if necessary, authorizing the borrowing of  money
from  FINOVA and execution and delivery of this Agreement and  the  other
Loan  Documents  to  which Borrower is a party, and authorizing  specific
officers  of  Borrower  to  execute same, and (ii)  the  authenticity  of
original specimen signatures of such officers;

       (h)   Insurance.   FINOVA  shall  have  received   the   insurance
certificates  and certified copies of policies required  by  Section  3.4
hereof,  in  form and substance satisfactory to FINOVA and  its  counsel,
together  with an additional insured endorsement in favor of FINOVA  with
respect to all liability policies and a lender's loss payable endorsement
in favor of FINOVA with respect to all casualty and business interruption
policies,  each  in  form  and substance acceptable  to  FINOVA  and  its
counsel;
<PAGE>
     (i) Title Insurance.  FINOVA shall have received binding commitments
to  issue such title insurance with respect to Collateral or security for
Guaranties which is comprised of real property as it shall determine;

      (j)  Searches; Certificates of Title.  FINOVA shall  have  received
searches  reflecting the filing of its financing statements  and  fixture
filings  in  such  jurisdictions as it shall determine,  and  shall  have
received certificates of title with respect to the Collateral which shall
have  been  duly executed in a manner sufficient to perfect  all  of  the
security interests granted to FINOVA;

      (k)  Landlord,  Bailee and Mortgagee Waivers.   FINOVA  shall  have
received  landlord,  bailee and/or mortgagee waivers  from  the  lessors,
bailees  and/or  mortgagees  of all locations  where  any  Collateral  is
located;

      (l)  Fees.  Borrower shall have paid all fees payable by it on  the
Closing Date pursuant to this Agreement;

      (m)  Opinion of Counsel.  FINOVA shall have received an opinion  of
Borrower's counsel covering such matters as FINOVA shall determine in its
sole discretion;

      (n)  Officer Certificate.  FINOVA shall have received a certificate
of  the President and the Chief Financial Officer or similar official  of
Borrower,  attesting  to the accuracy of each of the representations  and
warranties of Borrower set forth in this Agreement and the fulfillment of
all conditions precedent to the initial advance hereunder;

      (o) Solvency Certificate.  If requested, FINOVA shall have received
a  signed  certificate  of  the Borrower's duly elected  Chief  Financial
Officer  concerning the solvency and financial condition of Borrower,  on
FINOVA's standard form;

      (p)  Blocked  Account. The Blocked Account referred to  in  Section
2.10(c) hereof shall have been established to the satisfaction of  FINOVA
in its sole discretion;

      (q) Search and References.  FINOVA shall have received and approved
the  results  of  UCC,  tax  lien, litigation, judgment,  and  bankruptcy
searches regarding Buyer, Borrower, Seller, Investors and such members of
the  senior management of Seller as shall remain with Borrower, and shall
have  received satisfactory customer, vendor and credit reference  checks
on Seller.

      (r)  Lease and Landlord's Consent.  FINOVA shall require  that  the
Lease  in  favor  of  Borrower  regarding  Borrower's  facility  at   the
location(s) listed in the Schedule shall be for a term (including renewal
options)  through the Maturity Date.  FINOVA shall further require  that,
prior to the Closing Date, Seller enter in a Landlord's Consent Agreement
and Estoppel Certificate, in form and substance satisfactory to FINOVA to
cure defaults under such lease and continue in occupancy of such premises
in  the event of defaults by Borrower pursuant either to the Lease or the
Loan Documents.]

      (s)  No Material Adverse Changes.  Prior to the Closing Date, there
shall have occurred no material adverse change in the financial condition
of  Borrower,  or in the condition of the assets of Borrower,  from  that
shown  on  the draft financial statements for Borrower dated on the  date
<PAGE>
set  forth  in the Schedule.  At the closing, Borrower shall  deliver  to
FINOVA an officer's certification confirming that Borrower is unaware  of
the existence of any such material adverse change in Borrower's financial
condition.

       (t) Material Agreements.  FINOVA shall have received, reviewed and
approved  all  material agreements to which Borrower shall  be  a  party,
including any such agreements of Seller which Borrower shall assume.

      (u)  Projections.  Borrower shall submit cash flow projections  and
pro  forma  balance  sheet with adjusting entries (i)  showing  that  the
proposed  financing  will  provide sufficient funds  for  the  Borrower's
projected working capital needs, and (ii) showing:  (1) that the Borrower
will  have reasonably sufficient capital for the conduct of its  business
following  the initial funding, and (2) that the Borrower will not  incur
debts beyond its ability to pay such debts as they mature.

     (v) Opinions.  To the extent any Person other than Borrower shall be
parties  to  the  Loan Documents, FINOVA reserves the  right  to  require
satisfactory  opinions  of counsel for each such  Person  concerning  the
proper  organization of such Person and the due authorization, execution,
delivery,  enforceability,  validity  and  binding  effect  of  the  Loan
Documents to which such Person is a party.  Each such opinion of  counsel
shall  confirm, to the satisfaction of FINOVA, that the opinion is  being
delivered to FINOVA at the instruction of the party represented  by  such
counsel,  that FINOVA is entitled to rely on such opinion  and  that  for
purposes  of  such reliance, FINOVA is deemed to be in privity  with  the
opining counsel.

      (w)  ADA Compliance. If necessary, as of the Closing Date, Borrower
shall  be in compliance with the Americans with Disabilities Act of  1990
("ADA"), or, if any renovations of Borrower's facilities or modifications
of  Borrower's employment practices shall be required to bring them  into
compliance  with  the  ADA, review and approval by FINOVA  of  Borrower's
proposed  plan  to  come  into such compliance.  Borrower  shall  deliver
representations and warranties to FINOVA concerning Borrower's compliance
with  the ADA, and no evidence shall have come to the attention of FINOVA
indicating that Borrower is not in compliance with the ADA (except to the
extent that FINOVA has reviewed and approved Borrower's plan to come into
compliance).

      (x)  Subordination and Intercreditor Agreements.  FINOVA  and  each
Subordinating Creditor shall have entered into a Subordination Agreement,
in form and substance satisfactory to FINOVA.

      (y)  Schedule  Conditions.  Borrower shall have complied  with  all
additional  conditions  precedent as set forth in the  Schedule  attached
hereto.

      (z)  Other  Matters.   All other documents  and  legal  matters  in
connection  with  the transactions contemplated by this  Agreement  shall
have  been  delivered, executed and recorded and shall  be  in  form  and
substance satisfactory to FINOVA and its counsel.

      4.2  Subsequent Advances.   The obligation of FINOVA  to  make  any
advance  or  issue  or cause any letter of credit to be issued  hereunder
(including  the initial advance or Letter of Credit) shall be subject  to
the  further  conditions precedent that, on and as of the  date  of  such
advance   or  letter  of credit issuance:  (a)  the  representations  and
<PAGE>
warranties  of  Borrower set forth in this Agreement shall  be  accurate,
before  and  after giving effect to such advance or issuance and  to  the
application  of  any proceeds thereof;  (b) no Event of  Default  and  no
event which, with notice or passage of time or both, would constitute  an
Event  of  Default has occurred and is continuing, or would  result  from
such advance or issuance or from the application of any proceeds thereof;
(c)  no  material adverse change has occurred in the Borrower's business,
operations,  financial condition, in the condition of the  Collateral  or
other  assets  of  Borrower  or  in the  prospect  of  repayment  of  the
Obligations;  and  (d) FINOVA shall have received such  other  approvals,
opinions or documents as FINOVA shall reasonably request.

5.   REPRESENTATIONS AND WARRANTIES.

     Borrower represents and warrants that:

      5.1 Due Organization.   It is a corporation duly organized, validly
existing  and in good standing under the laws of the State set  forth  on
the  Schedule, is qualified and authorized to do business and is in  good
standing in all states in which such qualification and good standing  are
necessary  in order for it to conduct its business and own its  property,
and  has  all  requisite power and authority to conduct its  business  as
presently conducted, to own its property and to execute and deliver  each
of  the  Loan  Documents to which it is a party and perform  all  of  its
Obligations thereunder, and has not taken any steps to wind-up,  dissolve
or otherwise liquidate its assets;

      5.2 Other Names.   Borrower has not, during the preceding five  (5)
years,  been  known  by or used any other corporate  or  fictitious  name
except  as set forth on the Schedule, nor has Borrower been the surviving
corporation of a merger or consolidation or acquired all or substantially
all of the assets of any Person during such time;

      5.3 Due Authorization.   The execution, delivery and performance by
Borrower  of  the  Loan  Documents to which  it  is  a  party  have  been
authorized  by  all necessary corporate action and do not and  shall  not
constitute a violation of any applicable law or of Borrower's Articles or
Certificate of Incorporation or By-Laws or any other document,  agreement
or  instrument to which Borrower is a party or by which Borrower  or  its
assets are bound;

      5.4  Binding  Obligation.   Each of the  Loan  Documents  to  which
Borrower  is  a  party  is  the legal, valid and  binding  obligation  of
Borrower enforceable against Borrower in accordance with its terms;

      5.5  Intangible  Property.    Borrower possesses  adequate  assets,
licenses, patents, patent applications, copyrights, trademarks, trademark
applications  and trade names for the present and planned future  conduct
of its business without any known conflict with the rights of others, and
each  is valid and has been duly registered or filed with the appropriate
governmental   authorities;   each   of   Borrower's   patents,    patent
applications,  copyrights,  trademarks and trademark  applications  which
have  been registered or filed with any governmental authority (including
the  U.S.  Patent and Trademark Office and the Library of  Congress)  are
listed by name, date and filing number on the Schedule;
<PAGE>
      5.6  Capital.     Borrower has capital sufficient  to  conduct  its
business,  is  able  to pay its debts as they mature, and  owns  property
having  a fair salable value greater than the amount required to pay  all
of its debts (including contingent debts);

      5.7  Material  Litigation.   Borrower has  no  pending  or  overtly
threatened litigation, actions or proceedings which would materially  and
adversely   affect  its  business,  assets,  operations,   prospects   or
condition,  financial or otherwise, or the Collateral or any of  FINOVA's
interests therein;

      5.8  Title;  Security  Interests of FINOVA.    Borrower  has  good,
indefeasible  and  merchantable title to the  Collateral  and,  upon  the
execution  and  delivery  of  the Loan Documents,  the  filing  of  UCC-1
Financing  Statements,  delivery  of the  certificate(s)  evidencing  any
pledged  securities, the filing of any collateral assignments or security
agreements  regarding Borrower, Trademarks, Copyrights,  Licenses  and/or
Patents,  if  any,  with  the appropriate governmental  offices  and  the
recording  of  any  mortgages  or deeds of trust  with  respect  to  real
property,  in  each case in the appropriate offices, this  Agreement  and
such  documents shall create valid and perfected first priority liens  in
the Collateral, subject only to Permitted Encumbrances;

      5.9  Restrictive Agreements; Labor Contracts.   Borrower is  not  a
party  or  subject  to any contract or subject to any  charge,  corporate
restriction, judgment, decree or order materially and adversely affecting
its  business, assets, operations, prospects or condition,  financial  or
otherwise, or which restricts its right or ability to incur Indebtedness,
and it is not party to any labor dispute.  In addition, no labor contract
is  scheduled to expire during the Initial Term of this Agreement, except
as disclosed to FINOVA in writing prior to the date hereof;

     5.10 Laws.   Borrower is not in violation of any applicable statute,
regulation, ordinance or any order of any court, tribunal or governmental
agency,  in any respect materially and adversely affecting the Collateral
or its business, assets, operations, prospects or condition, financial or
otherwise;

      5.11 Consents.   Borrower has obtained or caused to be obtained  or
issued  any required consent of a governmental agency or other Person  in
connection with the financing contemplated hereby;

      5.12  Defaults.   Borrower is not in default with  respect  to  any
note, indenture, loan agreement, mortgage, lease, deed or other agreement
to  which it is a party or by which it or its assets are bound,  nor  has
any event occurred which, with the giving of notice or the lapse of time,
or both, would cause such a default;

      5.13  Financial Condition.   The Prepared Financials fairly present
Borrower's  financial condition and results of operations  and  those  of
such other Persons described therein as of the date thereof in accordance
with  GAAP;  there are no material omissions from the Prepared Financials
or other facts or circumstances not reflected in the Prepared Financials;
and  there  has  been no material and adverse change  in  such  financial
condition or operations since the date of the initial Prepared Financials
delivered to FINOVA hereunder;
<PAGE>
      5.14 ERISA.   None of Borrower, any ERISA Affiliate, or any Plan is
or  has  been in violation of any of the provisions of ERISA, any of  the
qualification requirements of IRC Section 401(a) or any of the  published
interpretations  thereunder,  nor has Borrower  or  any  ERISA  Affiliate
received  any notice to such effect.  No notice of intent to terminate  a
Plan  has  been filed under Section 4041 of ERISA, nor has any Plan  been
terminated  under  ERISA.   The PBGC has not  instituted  proceedings  to
terminate,  or appointed a trustee to administer, a Plan.  No  lien  upon
the  assets  of Borrower has arisen with respect to a Plan. No prohibited
transaction  or  Reportable Event has occurred with respect  to  a  Plan.
Neither  Borrower  nor  any ERISA Affiliate has incurred  any  withdrawal
liability  with  respect to any Multiemployer Plan.   Borrower  and  each
ERISA  Affiliate have made all contributions required to be made by  them
to  any  Plan  or  Multiemployer Plan when due.  There is no  accumulated
funding deficiency in any Plan, whether or not waived;

      5.15  Taxes.    Borrower has filed all tax returns and  such  other
reports  as  it is required by law to file and has paid or made  adequate
provision for the payment on or prior to the date when due of all  taxes,
assessments and similar charges that are due and payable;

      5.16  Locations;  Federal Tax ID No.   Borrower's  chief  executive
office  and  the  offices  and locations where it  keeps  the  Collateral
(except for Inventory in transit) are at the locations set forth  on  the
Schedule, except to the extent that such locations may have been  changed
after  notice to FINOVA in accordance with Section 6.4 hereof; Borrower's
federal tax identification number is as shown on the Schedule;

      5.17 Business Relationships.   There exists no actual or threatened
termination, cancellation or limitation of, or any modification or change
in,  the business relationship between Borrower and any customer  or  any
group  of customers whose purchases individually or in the aggregate  are
material to the business of Borrower, or with any material supplier,  and
there  exists  no  present condition or state of facts  or  circumstances
which  would materially and adversely affect Borrower or prevent Borrower
from  conducting such business after the consummation of the transactions
contemplated by this Agreement in substantially the same manner in  which
it has heretofore been conducted; and

      5.18  Reaffirmations.   Each request for a loan  made  by  Borrower
pursuant   to   this   Agreement  shall  constitute  (i)   an   automatic
representation  and warranty by Borrower to FINOVA that  there  does  not
then  exist any Event of Default and (ii) a reaffirmation as of the  date
of  said request of all of the representations and warranties of Borrower
contained in this Agreement and the other Loan Documents.

6.   COVENANTS.

     6.1 Affirmative Covenants.   Borrower covenants that, so long as any
Obligation remains outstanding and this Agreement is in effect, it shall:

         6.1.1      Taxes.  File all tax returns and pay or make adequate
provision for the payment of all taxes, assessments and other charges  on
or prior to the date when due;
<PAGE>
          6.1.2       Notice  of Litigation.  Promptly notify  FINOVA  in
writing  of any litigation, suit or administrative proceeding  which  may
materially  and  adversely affect the Collateral or Borrower's  business,
assets,  operations,  prospects  or condition,  financial  or  otherwise,
whether or not the claim is covered by insurance;

          6.1.3       ERISA.  Notify FINOVA in writing (i) promptly  upon
the  occurrence of any event described in Paragraph 4043 of ERISA,  other
than a termination, partial termination or merger of a Plan or a transfer
of a Plan's assets and (ii) prior to any termination, partial termination
or merger of a Plan or a transfer of a Plan's assets;

          6.1.4      Change in Location.  Notify FINOVA in writing forty-
five  (45)  days prior to any change in the location of Borrower's  chief
executive office or the location of any Collateral, or Borrower's opening
or closing of any other place of business;

           6.1.5        Corporate  Existence.   Maintain  its   corporate
existence and its qualification to do business and good standing  in  all
states necessary for the conduct of its business and the ownership of its
property  and  maintain adequate assets, licenses,  patents,  copyrights,
trademarks and trade names for the conduct of its business;

         6.1.6      Labor Disputes.  Promptly notify FINOVA in writing of
any  labor  dispute to which Borrower is or may become  subject  and  the
expiration of any labor contract to which Borrower is a party or bound;

         6.1.7      Violations of Law.  Promptly notify FINOVA in writing
of  any  violation  of any law, statute, regulation or ordinance  of  any
governmental  entity,  or of any agency thereof, applicable  to  Borrower
which  may  materially and adversely affect the Collateral or  Borrower's
business,  assets,  prospects,  operations  or  condition,  financial  or
otherwise;

          6.1.8      Defaults.  Notify FINOVA in writing within five  (5)
Business  Days  of  Borrower's default under any  note,  indenture,  loan
agreement,  mortgage, lease or other agreement to  which  Borrower  is  a
party  or  by which Borrower is bound, or of any other default under  any
Indebtedness of Borrower;

          6.1.9       Capital  Expenditures.  Promptly notify  FINOVA  in
writing  of  the  making of any Capital Expenditure materially  affecting
Borrower's   business,  assets,  prospects,  operations   or   condition,
financial or otherwise, except to the extent permitted in the Schedule;

          6.1.10     Books and Records.  Keep adequate records and  books
of  account  with  respect  to its business activities  in  which  proper
entries are made in accordance with GAAP, reflecting all of its financial
transactions;

          6.1.11      Leases; Warehouse Agreements.  Provide FINOVA  with
(i)   copies  of  all  agreements  between  Borrower  and  any  landlord,
warehouseman  or bailee which owns any premises at which  any  Collateral
may,  from  time to time, be located (whether for processing, storage  or
otherwise),  and  (ii)  without  limiting  the  landlord,  bailee  and/or
mortgagee  waivers  to  be provided pursuant to  Section  4.1(j)  hereof,
additional  landlord, bailee and/or mortgagee waivers in form  acceptable
to FINOVA with respect to all locations where any Collateral is hereafter
located;
<PAGE>
          6.1.12     Additional Documents.  At FINOVA's request, promptly
execute  or  cause  to be executed and delivered to FINOVA  any  and  all
documents,  instruments  or  agreements deemed  necessary  by  FINOVA  to
facilitate  the  collection  of  the Obligations  or  the  Collateral  or
otherwise  to  give effect to or carry out the terms or  intent  of  this
Agreement  or  any  of  the other Loan Documents.  Without  limiting  the
generality of the foregoing, if any of the Receivables with a face  value
in  excess  of $1,000 arises out of a contract with the United States  of
America   or  any  department,  agency,  subdivision  or  instrumentality
thereof,  Borrower shall promptly notify FINOVA of such fact  in  writing
and  shall execute any instruments and take any other action required  or
requested  by  FINOVA  to  comply  with the  provisions  of  the  Federal
Assignment of Claims Act; and

          6.1.13      Financial  Covenants.  Comply  with  the  financial
covenants set forth on the Schedule.

      6.2  Negative  Covenants.  Without FINOVA's prior written  consent,
which consent FINOVA may withhold in its sole discretion, so long as  any
Obligation remains outstanding and this Agreement is in effect,  Borrower
shall not:

          6.2.1       Mergers. Merge or consolidate with or  acquire  any
other  Person, or make any other material change in its capital structure
or  in  its  business  or  operations which might  adversely  affect  the
repayment of the Obligations;

          6.2.2      Loans.  Make advances, loans or extensions of credit
to,  or  invest  in,  any Person, except for loans or  cash  advances  to
employees which are permitted in the Schedule;

         6.2.3      Dividends.  Declare or pay cash dividends upon any of
its  stock or distribute any of its property or redeem, retire,  purchase
or acquire directly or indirectly any of its stock;

          6.2.4       Adverse  Transactions.  Enter into any  transaction
which  materially and adversely affects the Collateral or its ability  to
repay the Obligations in full as and when due;

         6.2.5      Indebtedness of Others.  Guarantee or become directly
or  contingently  liable for the Indebtedness of any  Person,  except  by
endorsement  of  instruments  for deposit and  except  for  the  existing
guarantees made by Borrower prior to the date hereof, if any,  which  are
set forth in the Schedule;

          6.2.6      Repurchase.  Make a sale to any customer on a  bill-
and-hold,   guaranteed  sale,  sale  and  return,   sale   on   approval,
consignment, or any other repurchase or return basis;

          6.2.7       Name.  Use any corporate or fictitious  name  other
than  its  corporate name as set forth in its Articles or Certificate  of
Incorporation on the date hereof or as set forth on the Schedule;

         6.2.8      Prepayment.  Prepay any Indebtedness other than trade
payables and other than the Obligations;
<PAGE>
          6.2.9       Capital  Expenditure.  Make or  incur  any  Capital
Expenditure if, after giving effect thereto, the aggregate amount of  all
Capital  Expenditures  by Borrower in any fiscal year  would  exceed  the
amount set forth on the Schedule;

          6.2.10      Compensation.   Pay total  compensation,  including
salaries,  withdrawals, fees, bonuses, commissions, drawing accounts  and
other  payments, whether directly or indirectly, in money  or  otherwise,
during  any  fiscal  year to all of Borrower's executives,  officers  and
directors (or any relative thereof) in an amount in excess of the  amount
set forth on the Schedule;

          6.2.11      Indebtedness.  Create, incur, assume or  permit  to
exist any Indebtedness (including Indebtedness in connection with Capital
Leases) in excess of the amount set forth on the Schedule, other than (i)
the Obligations, (ii) trade payables and other contractual obligations to
suppliers and customers incurred in the ordinary course of business,  and
(iii)  other  Indebtedness existing on the date  of  this  Agreement  and
reflected  in the Prepared Financials (except Indebtedness  paid  on  the
date  of this Agreement from proceeds of the initial advances hereunder),
and (iv) Subordinated Debt;

          6.2.12     Affiliate Transactions.  Except as set forth  below,
sell, transfer, distribute or pay any money or property to any Affiliate,
or  invest  in  (by  capital contribution or otherwise)  or  purchase  or
repurchase  any stock or Indebtedness, or any property, of any Affiliate,
or  become liable on any guaranty of the indebtedness, dividends or other
obligations  of  any Affiliate.  Notwithstanding the foregoing,  Borrower
may  pay  compensation permitted by Section 6.2.10 to employees  who  are
Affiliates  and,  if no Event of Default has occurred, Borrower  may  (i)
engage  in transactions with Affiliates in the normal course of business,
in  amounts and upon terms which are fully disclosed to FINOVA and  which
are  no  less  favorable  to  Borrower than  would  be  obtainable  in  a
comparable  arm's  length  transaction  with  a  Person  who  is  not  an
Affiliate, and (ii) make payments to a Subordinating Creditor that is  an
Affiliate, subject to and only to the extent expressly permitted  in  the
Subordination Agreement between such Subordinating Creditor and FINOVA;

          6.2.13     Nature of Business.  Enter into any new business  or
make  any  material  change  in  any of Borrower's  business  objectives,
purposes or operations;

          6.2.14     FINOVA's Name.  Use the name of FINOVA in connection
with  any of Borrower's business or activities, except in connection with
internal  business  matters or as required in dealings with  governmental
agencies  and financial institutions or with trade creditors of Borrower,
solely for credit reference purposes; or

          6.2.15  Margin Security.  Borrower will not (and has not in the
past) engaged principally, or as one of its important activities, in  the
business  of  extending credit for the purpose of purchasing or  carrying
margin  stock (within the meaning of Regulation G or Regulation U  issued
by the Board of Governors of the Federal Reserve System), and no proceeds
of any Loan or other advance will be used to purchase or carry any margin
stock  or  to  extend credit to others for the purpose of  purchasing  or
carrying  any margin stock, or in any manner which might cause such  Loan
or  other  advance  or the application of such proceeds  to  violate  (or
require  any  regulatory  filing  under)  Regulation  G,  Regulation   T,
Regulation  U,  Regulation  X or any other regulation  of  the  Board  of
<PAGE>
Governors of the Federal Reserve System, in each case as in effect on the
date  or  dates of such Loan or other advance and such use  of  proceeds.
Further, no proceeds of any Loan or other advance will be used to acquire
any security of a class which is registered pursuant to Section 12 of the
Securities Exchange Act of 1934.

          6.2.16   Real Property.  Purchase or acquire any real  property
without  FINOVA's  prior written consent, a condition  of  which  consent
shall include delivery of appropriate environmental reports and analysis,
in form and substance satisfactory to FINOVA and its counsel.

7.   DEFAULT AND REMEDIES.

      7.1  Events  of Default.   Any one or more of the following  events
shall constitute an Event of Default under this Agreement:

      (a)  Borrower fails to pay when due and payable any portion of  the
Obligations at stated maturity, upon acceleration or otherwise;

      (b)  Borrower or any other Loan Party fails or neglects to perform,
keep,  or observe any Obligation including, but not limited to, any term,
provision,  condition,  covenant  or  agreement  contained  in  any  Loan
Document to which Borrower or such other Loan Party is a party;

      (c)   Any  material  adverse change occurs in Borrower's  business,
assets, operations, prospects or condition, financial or otherwise;

      (d) The prospect of repayment of any portion of the Obligations  or
the value or priority of FINOVA's security interest in the Collateral  is
materially impaired;

      (e) Any portion of Borrower's assets is seized, attached, subjected
to  a  writ  or  distress  warrant, is levied  upon  or  comes  into  the
possession of any judicial officer;

     (f) Borrower shall generally not pay its debts as they become due or
shall  enter  into any agreement (whether written or oral), or  offer  to
enter  into  any  agreement,  with all or a  significant  number  of  its
creditors  regarding any moratorium or other indulgence with  respect  to
its debts or the participation of such creditors or their representatives
in the supervision, management or control of the business of Borrower;

      (g)  Any bankruptcy or other insolvency proceeding is commenced  by
Borrower,  or  any  such  proceeding is commenced  against  Borrower  and
remains undischarged or unstayed for forty-five (45) days;

      (h)  Any notice of lien, levy or assessment is filed of record with
respect to any of Borrower's assets;

      (i)  Any  judgments are entered against Borrower  in  an  aggregate
amount exceeding $25,000.00 in any fiscal year;

     (j) Any default shall occur under (i) any material agreement between
Borrower  and any third party including, without limitation, any  default
which  would  result  in a right by such third party  to  accelerate  the
maturity of any Indebtedness of Borrower to such third party, or (ii) any
Subordinated Debt;
<PAGE>
      (k)  Any  representation or warranty made or deemed to be  made  by
Borrower,  any Affiliate or any other Loan Party in any Loan Document  or
any  other  statement, document or report made or delivered to FINOVA  in
connection therewith shall prove to have been misleading in any  material
respect;

      (l)  Any  Guarantor dies, terminates or attempts to  terminate  its
Guaranty   or any security therefor or becomes subject to any  bankruptcy
or other insolvency proceeding which remains undischarged or unstayed for
forty-five (45) days;

      (m) Any Prohibited Transaction or Reportable Event shall occur with
respect  to  a  Plan which could have a material adverse  effect  on  the
financial condition of Borrower; any lien upon the assets of Borrower  in
connection  with  any  Plan shall arise; Borrower or  any  of  its  ERISA
Affiliates shall fail to make full payment when due of all amounts  which
Borrower  or any of its ERISA Affiliates may be required to  pay  to  any
Plan  or  any  Multiemployer Plan as one or more  contributions  thereto;
Borrower  or any of its ERISA Affiliates creates or permits the  creation
of any accumulated funding deficiency, whether or not waived; or

      (n)  Any transfer of more than ten percent (10%) of the issued  and
outstanding  shares  of common stock or other evidence  of  ownership  of
Borrower.

     NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, FINOVA RESERVES THE
RIGHT TO CEASE MAKING ANY LOANS DURING ANY CURE PERIOD STATED ABOVE,  AND
THEREAFTER IF AN EVENT OF DEFAULT HAS OCCURRED.

      7.2  Remedies.   Upon the occurrence of an Event of Default, FINOVA
may,  at its option and in its sole discretion and in addition to all  of
its  other rights under the Loan Documents, cease making Loans, terminate
this  Agreement  and/or declare all of the Obligations to be  immediately
payable in full.  Borrower agrees that FINOVA shall also have all of  its
rights  and remedies under applicable law, including, without limitation,
the  default rights and remedies of a secured party under the  Code,  and
upon  the  occurrence of an Event of Default Borrower hereby consents  to
the appointment of a receiver by FINOVA in any action initiated by FINOVA
pursuant to this Agreement and to the jurisdiction and venue set forth in
Section 9.25 hereof, and Borrower waives notice and posting of a bond  in
connection  therewith.  Further, FINOVA may, at any time, take possession
of  the  Collateral and keep it on Borrower's premises,  at  no  cost  to
FINOVA,  or  remove any part of it to such other place(s) as  FINOVA  may
desire, or Borrower shall, upon FINOVA's demand, at Borrower's sole cost,
assemble  the  Collateral and make it available  to  FINOVA  at  a  place
reasonably  convenient  to  FINOVA.  FINOVA  may  sell  and  deliver  any
Collateral  at  public  or  private  sales,  for  cash,  upon  credit  or
otherwise,  at such prices and upon such terms as FINOVA deems advisable,
at  FINOVA's discretion, and may, if FINOVA deems it reasonable, postpone
or  adjourn any sale of the Collateral by an announcement at the time and
place of sale or of such postponed or adjourned sale without giving a new
notice  of  sale.   Borrower  agrees that FINOVA  has  no  obligation  to
preserve  rights  to  the Collateral or marshall any Collateral  for  the
benefit of any Person.  FINOVA is hereby granted a license or other right
to  use,  without  charge, Borrower's labels, patents, copyrights,  name,
trade  secrets,  trade names, trademarks and advertising matter,  or  any
similar  property, in completing production, advertising or  selling  any
Collateral  and  Borrower's rights under all licenses and  all  franchise
agreements shall inure to FINOVA's benefit. Any requirement of reasonable
<PAGE>
notice  shall be met if such notice is mailed postage prepaid to Borrower
at  its  address set forth in the heading to this Agreement at least  ten
(10)  days before sale or other disposition.  The proceeds of sale  shall
be  applied, first, to all attorneys fees and other expenses of sale, and
second,  to the Obligations in such order as FINOVA shall elect,  in  its
sole discretion.  FINOVA shall return any excess to Borrower and Borrower
shall remain liable for any deficiency to the fullest extent permitted by
law.

      7.3 Standards for Determining Commercial Reasonableness.   Borrower
and FINOVA agree that the following conduct by FINOVA with respect to any
disposition  of  Collateral  shall conclusively  be  deemed  commercially
reasonable  (but other conduct by FINOVA, including, but not limited  to,
FINOVA's  use in its sole discretion of other or different times,  places
and  manners  of  noticing and conducting any disposition  of  Collateral
shall not be deemed unreasonable): Any public or private disposition: (i)
as to which on no later than the tenth calendar day prior thereto written
notice  thereof is mailed or personally delivered to Borrower  and,  with
respect  to  any public disposition, on no later than the tenth  calendar
day  prior  thereto  notice thereof describing  in  general  non-specific
terms,  the Collateral to be disposed of is published once in a newspaper
of  general  circulation in the county where the sale is to be  conducted
(provided  that  no notice of any public or private disposition  need  be
given  to  the  Borrower or published if the Collateral is perishable  or
threatens  to decline speedily in value or is of a type customarily  sold
on a recognized market);  (ii) which is conducted at any place designated
by  FINOVA, with or without the Collateral being present; and (iii) which
commences at any time between 8:00 a.m. and 5:00 p.m.   Without  limiting
the  generality  of the foregoing, Borrower expressly agrees  that,  with
respect   to  any  disposition  of  accounts,  instruments  and   general
intangibles, it shall be commercially reasonable for FINOVA to direct any
prospective purchaser thereof to ascertain directly from Borrower any and
all  information concerning the same, including, but not limited to,  the
terms  of payment, aging and delinquency, if any, the financial condition
of  any  obligor or account debtor thereon or guarantor thereof, and  any
collateral therefor.

8.   EXPENSES AND INDEMNITIES

      8.1  Expenses.   Borrower covenants that, so long as any Obligation
remains  outstanding  and  this Agreement remains  in  effect,  it  shall
promptly  reimburse FINOVA for all costs, fees and expenses  incurred  by
FINOVA  in  connection  with  the  negotiation,  preparation,  execution,
delivery,  administration and enforcement of each of the Loan  Documents,
including, but not limited to, the attorneys' and paralegals' fees of in-
house  and  outside counsel, expert witness fees, lien, title search  and
insurance  fees,  appraisal fees, all charges and  expenses  incurred  in
connection  with  any  and  all environmental reports  and  environmental
remediation activities, and all other costs, expenses, taxes  and  filing
or   recording   fees  payable  in  connection  with   the   transactions
contemplated  by  this Agreement, including without limitation  all  such
costs, fees and expenses as FINOVA shall incur or for which FINOVA  shall
become obligated in connection with (i) any inspection or verification of
the Collateral, (ii) any proceeding relating to the Loan Documents or the
Collateral,  (iii)  actions  taken with respect  to  the  Collateral  and
FINOVA's  security interest therein, including, without  limitation,  the
defense or prosecution of any action involving FINOVA and Borrower or any
third party, (iv) enforcement of any of FINOVA's rights and remedies with
respect  to  the  Obligations or Collateral  and  (v)  consultation  with
<PAGE>
FINOVA's attorneys and participation in any workout, bankruptcy or  other
insolvency or other proceeding involving any Loan Party or any Affiliate,
whether  or  not  suit  is filed or the issues are  peculiar  to  federal
bankruptcy or state insolvency laws.  Borrower shall also pay all  FINOVA
charges  in  connection  with  bank wire transfers,  forwarding  of  loan
proceeds, deposits of checks and other items of payment, returned checks,
establishment  and  maintenance of lockboxes and other Blocked  Accounts,
and  all  other  bank  and  administrative matters,  in  accordance  with
FINOVA's  schedule of bank and administrative fees and charges in  effect
from time to time.

9.   MISCELLANEOUS.

     9.1       Examination of Records; Financial Reporting.

      (a)  Examinations.  FINOVA shall at all reasonable times have  full
access to and the right to examine, audit, make abstracts and copies from
and  inspect  Borrower's records, files, books of account and  all  other
documents, instruments and agreements relating to the Collateral and  the
right to check, test and appraise the Collateral.  Borrower shall deliver
to  FINOVA any instrument necessary for FINOVA to obtain records from any
service  bureau  maintaining records for Borrower.  All  instruments  and
certificates  prepared  by Borrower showing  the  value  of  any  of  the
Collateral  shall  be accompanied, upon FINOVA's request,  by  copies  of
related purchase orders and invoices.  FINOVA may, at any time after  the
occurrence  of  an  Event  of Default, remove  from  Borrower's  premises
Borrower's  books and records (or copies thereof) or require Borrower  to
deliver  such books and records or copies to FINOVA.  FINOVA may, without
expense  to  FINOVA,  use  such  of Borrower's  personnel,  supplies  and
premises  as  may  be reasonably necessary for maintaining  or  enforcing
FINOVA's security interest.

      (b)   Reporting Requirements.  Borrower shall furnish FINOVA,  upon
request,  such  information and statements as FINOVA shall  request  from
time  to  time regarding Borrower's business affairs, financial condition
and  the  results of its operations.  Without limiting the generality  of
the  foregoing, Borrower shall provide FINOVA with: (i) FINOVA's standard
form collateral and loan report, daily, and upon FINOVA's request, copies
of  sales  journals, cash receipt journals, and deposit slips; (ii)  upon
FINOVA's  request,  copies  of sales invoices,  customer  statements  and
credit memoranda issued, remittance advices and reports; (iii) copies  of
shipping  and delivery documents, upon request; (iv) on or prior  to  the
date  set forth on the Schedule, monthly agings (aged from invoice  date)
and   reconciliations  of  Receivables  (with  listings  of  concentrated
accounts),  payables reports, inventory reports, compliance  certificates
and  unaudited  financial  statements with respect  to  the  prior  month
prepared  on  a basis consistent with such statements prepared  in  prior
months  and  otherwise  in  accordance  with  GAAP;  (v)  audited  annual
consolidated   and  consolidating  financial  statements,   prepared   in
accordance  with GAAP applied on a basis consistent with the most  recent
Prepared  Financials  provided to FINOVA by Borrower,  including  balance
sheets,  income and cash flow statements, accompanied by the  unqualified
report thereon of independent certified public accountants acceptable  to
FINOVA,  as soon as available, and in any event, within ninety (90)  days
after  the  end  of  each  of  Borrower's fiscal  years;  and  (vi)  such
certificates relating to the foregoing as FINOVA may request,  including,
without  limitation,  a monthly certificate from the  president  and  the
chief  financial  officer of Borrower showing Borrower's compliance  with
each  of the financial covenants set forth in this Agreement, and stating
<PAGE>
whether any Event of Default has occurred or event which, with giving  of
notice  or  the passage of time, or both, would constitute  an  Event  of
Default,  and if so, the steps being taken to prevent or cure such  Event
of  Default.   All reports or financial statements submitted by  Borrower
shall  be  in  reasonable detail and shall be certified by the  principal
financial officer of Borrower as being complete and correct.

      (c)  Guarantor's  Financial Statements and Tax  Returns.   Borrower
shall  cause each of the Guarantors to deliver to FINOVA such Guarantor's
annual  financial statement (in form acceptable to FINOVA) and a copy  of
such   Guarantor's  federal  income  tax  return  with  respect  to   the
corresponding year, in each case on the date when such tax return is  due
or, if earlier, on the date when available.

     9.2 Term; Termination.

      (a)  Term.  The Initial Term of the Revolving Credit Loans facility
and  the  obligation of FINOVA to made advances with respect  thereto  in
accordance with this Agreement shall be as set forth on the Schedule, and
the  Revolving  Credit  Loans  facility  and  this  Agreement  shall   be
automatically renewed for one or more Renewal Term(s) as set forth in the
Schedule, unless earlier terminated as provided herein.

      (b)   Prior  Notice.  Each party shall have the right to  terminate
this Agreement effective at the end of the Initial Term or at the end  of
any  Renewal Term by giving the other party written notice not less  than
sixty  (60)  days  prior to the effective date of  such  termination,  by
registered or certified mail.

      (c)  Payment in Full.  Upon the effective date of termination,  the
Obligations shall become immediately due and payable in full in cash.

      (d)   Early  Termination;  Termination Fee.   In  addition  to  the
procedure  set  forth  in  Section 9.2(b), Borrower  may  terminate  this
Agreement at any time but only upon sixty (60) days' prior written notice
and  prepayment  of the Obligations.  Upon any such early termination  by
Borrower  or  any  termination  of this  Agreement  by  FINOVA  upon  the
occurrence of an Event of Default, then, and in any such event,  Borrower
shall  pay  to FINOVA upon the effective date of such termination  a  fee
(the  "Termination Fee") in an amount equal to the amount  shown  on  the
Schedule.

      9.3  Recourse to Security; Certain Waivers.   All Obligations shall
be  payable  by  Borrower as provided for herein and,  in  full,  at  the
termination of this Agreement; recourse to security shall not be required
at  any  time.  Borrower waives presentment and protest of any instrument
and  notice  thereof, notice of default and, to the extent  permitted  by
applicable  law, all other notices to which Borrower might  otherwise  be
entitled.

     9.4  No Waiver by FINOVA .  Neither FINOVA's failure to exercise any
right,  remedy or option under this Agreement, any supplement,  the  Loan
Documents or other agreement between FINOVA and Borrower nor any delay by
FINOVA  in  exercising the same shall operate as a waiver.  No waiver  by
FINOVA  shall be effective unless in writing and then only to the  extent
stated.   No  waiver by FINOVA shall affect its right to  require  strict
performance  of  this Agreement.  FINOVA's rights and remedies  shall  be
cumulative and not exclusive.
<PAGE>
      9.5  Binding  on  Successor and Assigns.   All  terms,  conditions,
promises, covenants, provisions and warranties shall inure to the benefit
of   and   bind   FINOVA's  and  Borrower's  respective  representatives,
successors and assigns.

      9.6  Severability.    If any provision of this Agreement  shall  be
prohibited or invalid under applicable law, it shall be ineffective  only
to such extent, without invalidating the remainder of this Agreement.

      9.7  Amendments; Assignments.   This Agreement may not be modified,
altered  or amended, except by an agreement in writing signed by Borrower
and  FINOVA.   Borrower may not sell, assign or transfer any interest  in
this  Agreement  or  any  other Loan Document, or  any  portion  thereof,
including,   without  limitation,  any  of  Borrower's   rights,   title,
interests, remedies, powers and duties hereunder or thereunder.  Borrower
hereby consents to FINOVA's participation, sale, assignment, transfer  or
other disposition, at any time or times hereafter, of this Agreement  and
any  of  the  other Loan Documents, or of any portion hereof or  thereof,
including,   without  limitation,  FINOVA's  rights,  title,   interests,
remedies,  powers  and  duties hereunder or  thereunder.   In  connection
therewith, FINOVA may disclose all documents and information which FINOVA
now  or  hereafter may have relating to Borrower or Borrower's  business.
To the extent that FINOVA assigns its rights and obligations hereunder to
a  third  party, FINOVA shall thereafter be released from  such  assigned
obligations  to  Borrower  and such assignment shall  effect  a  novation
between Borrower and such third party.

     9.8 Integration .  This Agreement, together with the Schedule (which
is  a  part  hereof)  and the other Loan Documents,  reflect  the  entire
understanding   of   the  parties  with  respect  to   the   transactions
contemplated hereby.

      9.9  Survival.    All  of  the representations  and  warranties  of
Borrower  contained  in  this  Agreement  shall  survive  the  execution,
delivery and acceptance of this Agreement by the parties.  No termination
of  this Agreement or of any guaranty of the Obligations shall affect  or
impair   the   powers,  obligations,  duties,  rights,   representations,
warranties  or  liabilities of the parties hereto and all  shall  survive
such termination.

      9.10  Evidence of Obligations.   Each Obligation may,  in  FINOVA's
discretion, be evidenced by notes or other instruments issued or made  by
Borrower  to  FINOVA.   If  not so evidenced, such  Obligation  shall  be
evidenced solely by entries upon FINOVA's books and records.

     9.11 Loan Requests.   Each oral or written request for a loan by any
employee,  officer or authorized agent of Borrower, specially  designated
in  writing by Borrower for that purpose,  shall be made to FINOVA on  or
prior  to  11:00  a.m., Pacific time, on the Business Day  on  which  the
proceeds  thereof  are  requested to be paid to  Borrower  and  shall  be
conclusively presumed to be made by a Person authorized by Borrower to do
so  and  the  crediting of a loan to Borrower's operating  account  shall
conclusively  establish Borrower's obligation to repay such loan.  Unless
and  until Borrower otherwise directs FINOVA in writing, all loans  shall
be wired to Borrower's operating account set forth on the Schedule.

      9.12  Notices.   Any notice required hereunder shall be in  writing
and addressed to the Borrower and FINOVA at their addresses set forth  at
the  beginning  of  this Agreement.  Notices hereunder  shall  be  deemed
<PAGE>
received  on the earlier of receipt, whether by mail, personal  delivery,
facsimile,  or  otherwise, or upon deposit in  the  United  States  mail,
postage prepaid.

      9.13  Brokerage Fees.   Borrower represents and warrants to  FINOVA
that,  with respect to the financing transaction herein contemplated,  no
Person  is entitled to any brokerage fee or other commission and Borrower
agrees  to  indemnify and hold FINOVA harmless against any and  all  such
claims.

     9.14 Disclosure.   No representation or warranty made by Borrower in
this Agreement, or in any financial statement, report, certificate or any
other  document  furnished  in connection herewith  contains  any  untrue
statement  of  a  material  fact or omits  to  state  any  material  fact
necessary to make the statements herein or therein not misleading.  There
is  no  fact  known to Borrower or which reasonably should  be  known  to
Borrower  which  Borrower has not disclosed to  FINOVA  in  writing  with
respect  to  the  transactions  contemplated  by  this  Agreement   which
materially  and  adversely  affects  the  business,  assets,  operations,
prospects or condition (financial or otherwise), of Borrower.

      9.15  Publicity.   FINOVA is hereby authorized to issue appropriate
press  releases  and to cause a tombstone to be published announcing  the
consummation of this transaction and the aggregate amount thereof.

      9.16 Captions.   The Section titles contained in this Agreement are
without substantive meaning and are not part of this Agreement.

      9.17  Injunctive Relief.   Borrower recognizes that, in  the  event
Borrower  fails  to perform, observe or discharge any of its  Obligations
under this Agreement, any remedy at law may prove to be inadequate relief
to  FINOVA.   Therefore, FINOVA, if it so requests, shall be entitled  to
temporary  and permanent injunctive relief in any such case  without  the
necessity of proving actual damages.

      9.18  Counterparts; Facsimile Execution.   This  Agreement  may  be
executed in one or more counterparts, each of which taken together  shall
constitute  one  and  the  same  instrument,  admissible  into  evidence.
Delivery  of  an executed counterpart of this Agreement by  telefacsimile
shall  be  equally  as  effective  as delivery  of  a  manually  executed
counterpart  of  this  Agreement.   Any  party  delivering  an   executed
counterpart  of  this  Agreement by telefacsimile shall  also  deliver  a
manually  executed  counterpart of this Agreement,  but  the  failure  to
deliver  a  manually executed counterpart shall not affect the  validity,
enforceability, and binding effect of this Agreement.

     9.19 Construction .  The parties acknowledge that each party and its
counsel  have  reviewed  this  Agreement and  that  the  normal  rule  of
construction  to  the  effect that any ambiguities  are  to  be  resolved
against the drafting party shall not be employed in the interpretation of
this Agreement or any amendments or exhibits hereto.

      9.20  Time of Essence.   Time is of the essence for the performance
by Borrower of the Obligations set forth in this Agreement.

      9.21  Limitation of Actions.   Borrower agrees that  any  claim  or
cause of action by Borrower against FINOVA, or any of FINOVA's directors,
officers,  employees,  agents,  accountants  or  attorneys,  based  upon,
arising  from,  or  relating to this Agreement, or any other  present  or
<PAGE>
future agreement, or any other transaction contemplated hereby or thereby
or  relating  hereto  or  thereto, or any other matter,  cause  or  thing
whatsoever,  whether or not relating hereto or thereto,  occurred,  done,
omitted  or  suffered  to  be done by FINOVA, or by  FINOVA's  directors,
officers,  employees, agents, accountants or attorneys, whether  sounding
in  contract or in tort or otherwise, shall be barred unless asserted  by
Borrower  by the commencement of an action or proceeding in  a  court  of
competent jurisdiction by the filing of a complaint within one year after
the  first act, occurrence or omission upon which such claim or cause  of
action,  or  any  part thereof, is based and service  of  a  summons  and
complaint  on  an  officer of FINOVA or any other  Person  authorized  to
accept service of process on behalf of FINOVA, within 30 days thereafter.
Borrower  agrees  that such one-year period of time is a  reasonable  and
sufficient  time for Borrower to investigate and act upon any such  claim
or  cause  of action.  The one-year period provided herein shall  not  be
waived,  tolled,  or extended except by a specific written  agreement  of
FINOVA.   This  provision  shall survive any  termination  of  this  Loan
Agreement or any other agreement.

      9.22 Liability.   Neither FINOVA nor any FINOVA Affiliate shall  be
liable for any indirect, special, incidental or consequential damages  in
connection  with any breach of contract, tort or other wrong relating  to
this Agreement or the Obligations or the establishment, administration or
collection  thereof  (including without limitation damages  for  loss  of
profits,  business interruption, or the like), whether such  damages  are
foreseeable  or  unforeseeable, even if FINOVA has been  advised  of  the
possibility  of  such damages.  Neither FINOVA, nor any FINOVA  Affiliate
shall  be liable for any claims, demands, losses or damages, of any  kind
whatsoever,  made, claimed, incurred or suffered by the Borrower  through
the  ordinary  negligence  of FINOVA, or any FINOVA  Affiliate.   "FINOVA
Affiliate"  shall  mean FINOVA's directors, officers, employees,  agents,
attorneys  or  any other Person or entity affiliated with or representing
FINOVA.

      9.23  Notice of Breach by FINOVA.   Borrower agrees to give  FINOVA
written notice of (i) any action or inaction by FINOVA or any attorney of
FINOVA  in  connection  with any Loan Documents that  may  be  actionable
against  FINOVA  or  any attorney of FINOVA or (ii) any  defense  to  the
payment of the Obligations for any reason, including, but not limited to,
commission of a tort or violation of any contractual duty or duty implied
by  law.  Borrower  agrees  that unless such notice  is  fully  given  as
promptly  as  possible (and in any event within thirty (30)  days)  after
Borrower  has  knowledge,  or with the exercise of  reasonable  diligence
should  have  had  knowledge, of any such action,  inaction  or  defense,
Borrower  shall not assert, and Borrower shall be deemed to have  waived,
any claim or defense arising therefrom.

      9.24  Application of Insurance Proceeds.   The net proceeds of  any
casualty insurance insuring the Collateral, after deducting all costs and
expenses (including attorneys' fees) of collection, shall be applied,  at
FINOVA's option, either toward replacing or restoring the Collateral,  in
a  manner and on terms satisfactory to FINOVA, or toward payment  of  the
Obligations.  Any proceeds applied to the payment of Obligations shall be
applied  in  such  manner as FINOVA may elect.  In no  event  shall  such
application relieve Borrower from payment in full of all installments  of
principal  and  interest which thereafter become  due  in  the  order  of
maturity thereof.
<PAGE>
      9.25   Power  of  Attorney.    Borrower  appoints  FINOVA  and  its
designees  as  Borrower's attorney, with the power to endorse  Borrower's
name  on  any checks, notes, acceptances, money orders or other forms  of
payment  or  security  that  come  into  FINOVA's  possession;  to   sign
Borrower's  name  on  any  invoice or bill  of  lading  relating  to  any
Receivable,  on drafts against customers, on assignments of  Receivables,
on  notices of assignment, financing statements and other public records,
on  verifications  of  accounts and on notices to  customers  or  account
debtors; to send requests for verification of Receivables to customers or
account debtors; after the occurrence of any Event of Default, to  notify
the  post  office  authorities  to change the  address  for  delivery  of
Borrower's  mail  to  an address designated by FINOVA  and  to  open  and
dispose  of  all mail addressed to Borrower; and to do all  other  things
FINOVA  deems  necessary or desirable to carry  out  the  terms  of  this
Agreement.   Borrower  hereby ratifies and  approves  all  acts  of  such
attorney.   Neither FINOVA nor any of its designees shall be  liable  for
any acts or omissions nor for any error of judgment or mistake of fact or
law  while acting as Borrower's attorney.  This power, being coupled with
an  interest,  is  irrevocable  until the  Obligations  have  been  fully
satisfied  and FINOVA's obligation to provide loans hereunder shall  have
terminated
      9.26  Governing  Law; Waivers.   THIS AGREEMENT, INCLUDING  WITHOUT
LIMITATION  ENFORCEMENT  OF  THE OBLIGATIONS,  SHALL  BE  INTERPRETED  IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE CONFLICT OF LAWS RULES) OF
THE  STATE OF ARIZONA GOVERNING CONTRACTS TO BE PERFORMED ENTIRELY WITHIN
SUCH  STATE.   BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION  OF
ANY  STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF MARICOPA IN  THE
STATE OF ARIZONA OR, AT THE SOLE OPTION OF FINOVA, IN ANY OTHER COURT  IN
WHICH FINOVA SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH  HAS
SUBJECT  MATTER  JURISDICTION OVER THE MATTER IN  CONTROVERSY.   BORROWER
WAIVES ANY OBJECTION OF FORUM NON CONVENIENS AND VENUE.  BORROWER FURTHER
WAIVES  PERSONAL SERVICE OF ANY AND ALL PROCESS UPON BORROWER, AND  AGREE
THAT  ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED
TO  BORROWER AT THE ADDRESS(ES)  SET FORTH IN SCHEDULE SECTION  9.26  AND
SERVICE  SO  MADE  SHALL BE DEEMED TO BE COMPLETED  UPON  ACTUAL  RECEIPT
THEREOF.   BORROWER  FURTHER WAIVES ANY RIGHT IT MAY  OTHERWISE  HAVE  TO
COLLATERALLY ATTACK ANY JUDGMENT ENTERED AGAINST IT.
      9.27  MUTUAL  WAIVER OF RIGHT TO JURY TRIAL.   FINOVA AND  BORROWER
EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
BASED  UPON,  ARISING  OUT  OF,  OR IN ANY  WAY  RELATING  TO:  (i)  THIS
AGREEMENT;  (ii)   ANY  OTHER PRESENT OR FUTURE INSTRUMENT  OR  AGREEMENT
BETWEEN  FINOVA AND BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS  OF
FINOVA  OR  BORROWER  OR  ANY  OF THEIR DIRECTORS,  OFFICERS,  EMPLOYEES,
AGENTS,   ATTORNEYS  OR  ANY  OTHER PERSONS  AFFILIATED  WITH  FINOVA  OR
BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE.

Borrower:
NETWORK AMERICA, INC.
By: /s/ Patrick A. Custer
Patrick A. Custer, Chief Executive Officer
Subscribed and sworn before me on this the 30th  day of October, 1998.
/s/   Mary E. Wood
         Notary Public

FINOVA:
FINOVA CAPITAL CORPORATION
By:__/s/__Pete Martinez_________________
       Pete Martinez, V.P.
<PAGE>
                               Schedule to
                       Loan and Security Agreement

Borrower: Network America, Inc.
Address: 7116 South Mingo Road
         Tulsa, Oklahoma 74133

Date:     October 30, 1998

This Schedule forms an integral part of the Loan and Security Agreement
between the above Borrower and FINOVA Capital Corporation dated the above
date, and all references herein and therein to "this Agreement" shall be
deemed to refer to said Agreement and to this Schedule.

DEFINITIONS (SECTION 1):

     "Guarantor(s)" means uniView Technologies Corporation

     "Subordinating Creditor" means uniView Technologies Corporation

TOTAL FACILITY (SECTION 2.1):  $2,150,000.00

LOANS (SECTION 2.2):

                 Revolving  Credit  Loans:  A revolving  line  of  credit
                 consisting   of   loans   against  Borrower's   Eligible
                 Receivables ("Receivable Loans") and against  Borrower's
                 Eligible  Inventory ("Inventory Loans") (the  Receivable
                 Loans  and  the  Inventory Loans shall  be  collectively
                 referred  to  as  the "Revolving Credit  Loans")  in  an
                 aggregate outstanding principal amount not to exceed the
                 lesser of (a) or (b) below:
                    (a)   Two   Million   Dollars  ($2,000,000.00)   (the
                    "Revolving Credit Limit"), less any Loan Reserves, or
                    (b)  the sum of
                      (i)  an amount equal to (A) eighty percent (80%) of
                      the net amount of Eligible Receivables; plus
                      (ii)  an amount not to exceed the lesser of:
                         (A)   fifty  percent  (50%)  of  the  value   of
                         Borrower's Eligible Inventory, calculated at the
                         lower of cost or market value, or
                         (B)       Seventy Hundred Fifty Thousand Dollars
                              ($750,000.00); less,
                      (iii)  any Loan Reserves.

                Capital  Expenditure Term Loans:  one or more term  loans
                for  the  purpose of purchasing equipment ("Term  Loans")
                in  an  aggregate  outstanding principal  amount  not  to
                exceed  One Hundred Fifty Thousand Dollars ($150,000.00);
                provided, that the Terms Loans, if any, shall be in  such
                amounts  and  on such terms as are set forth on  separate
                promissory notes of Borrower from time to time,  each  in
                form  and  substance satisfactory to FINOVA in  its  sole
                discretion. Advances under the Term Loan are  limited  to
                seventy-five  percent (75%) of the cost of the  equipment
                purchased,  and  are  contingent upon  complete  covenant
                compliance. All advances must be supported by  sufficient
                documentation required by FINOVA in its sole  discretion.
                Borrower  shall pay monthly interest only for  the  first
                six  months  after the execution date of such  promissory
                note.   The  principal balance shall  be  amortized  over
                eighteen  (18)  months thereafter, with the  first  (1st)
                payment  of  principal beginning on the first  (1st)  day
                of  the seventh month and continuing on the first day  of
                each  month  thereafter, with each payment being  in  the
                amount  equal  to  1/18th of the  principal  amount  then
                outstanding  under such promissory note.  Notwithstanding
                the  foregoing, the final installment shall  be  due  and
                payable  on  the second anniversary date of  the  closing
                date,   together  with  accrued,  but  unpaid   interest.
                Interest  shall be payable monthly on the  first  day  of
                each  and  every month, beginning on the first (1st)  day
                of  the month immediately following the execution date of
                each promissory note.

INTEREST AND FEES (SECTION 2.6):
                 Revolving  Interest  Rate.  Borrower  shall  pay  FINOVA
                 interest  on the daily outstanding balance of Borrower's
                 Revolving  Credit Loans at a per annum rate of  two  and
                 one  quarter  percent (2.25%) in excess of the  rate  of
                 interest announced publicly by Citibank, N.A.,  (or  any
                 successor  thereto), from time to  time  as  its  "prime
                 rate"  (the  "  Prime  Rate")  which  may  not  be  such
                 institution's lowest rate.  The interest rate chargeable
                 hereunder  in  respect  of the  Revolving  Credit  Loans
                 (herein,  the  "Revolving Interest Rate") and  the  Term
                 Loans  (herein, the "Term Interest Rate") (collectively,
                 the "Interest Rate") shall be increased or decreased, as
                 the  case may be, without notice or demand of any  kind,
                 upon  the announcement of any change in the Prime  Rate.
                 Each  change  in  the  Prime  Rate  shall  be  effective
                 hereunder on the first day following the announcement of
                 such  change.  Interest charges and all other  fees  and
                 charges herein shall be computed on the basis of a  year
                 of  three  hundred and sixty (360) days and actual  days
                 elapsed and shall be payable to FINOVA in arrears on the
                 first day of each month.
                 Collateral  Monitoring  Fee.  At  the  closing  of  this
                 transaction and on the first day of each calendar  month
                 thereafter,  Borrower  shall  pay  FINOVA  a  collateral
                 monitoring   fee  of  Five  Hundred  Dollars   ($500.00)
                 ("Collateral  Monitoring Fee"); provided  however,  that
                 Borrower agrees and acknowledges that each Loan  Year  a
                 full  year's fee shall be deemed earned at the beginning
                 of the respective Loan Year.
                                    Facility Fee.  Borrower shall pay  to
                 FINOVA  a  facility fee equal to one  percent  (1%)  per
                 annum  of  the  amount of the Total Facility  ("Facility
                 Fee").  The Facility Fee shall be deemed fully earned at
                 the  time  when  due and is otherwise  due  and  payable
                 annually, commencing upon the first anniversary  of  the
                 date  of  this  Agreement and due and  payable  on  each
                 subsequent anniversary thereof.
                              Examination Fee.  Borrower agrees to pay to
                 FINOVA an Examination Fee in the amount of Five Hundred
                 Dollars ($500.00) per person per day in connection with
                 each audit or examination of Borrower performed by
                 FINOVA prior to or after the date hereof, plus all costs
                 and expenses incurred in connection therewith (the
                 "Examination Fee").  Except in the Event of Default,
                 such examinations shall not occur more frequently than
                 four (4) times per annum.   Without limiting the
                 generality of the foregoing, Borrower shall pay to
                 FINOVA an initial Examination Fee in an amount equal to
                 Five Hundred Dollars ($500.00) per person per day, plus
                 all costs and expenses incurred in connection therewith.
                 Such initial Examination Fee shall be deemed fully
                 earned at the time of payment and due and payable upon
                 the closing of this transaction, and shall be deducted
                 from any good faith deposit paid by Borrower to FINOVA
                 prior to the date of this Agreement.

ESTABLISHMENT OF LOCKBOX ACCOUNT OR DOMINION ACCOUNT (SECTION 2.9(c))
               A Dominion Account shall be established for the collection
               of funds.

CONDITIONS OF CLOSING (SECTION 4.1):
                 The  obligation  of FINOVA to make the  initial  advance
                 hereunder or to issue or arrange for the issuance of the
                 initial  letter  of credit hereunder is subject  to  the
                 fulfillment,  to  the satisfaction  of  FINOVA  and  its
                 counsel,  of  each  of  the  following  conditions,   in
                 addition to the conditions set forth in Sections 4.1 and
                 4.2 above:
     (a) Lease and Landlord's Consent (Section 4.1(k)).  Location(s):
                      7116 South Mingo Road, Tulsa, Oklahoma 74133
                      2529 Gregg Street, Fayetteville, Arkansas  72703
                      205 West Hartford, Ponca City, Oklahoma 74601

                 (b)   No   Material  Adverse  Change  (Section  4.1(s)).
                 Financial  statements for Seller dated as  of  June  30,
                 1998.   Further, no material adverse change has occurred
                 in   the   Borrower's  business,  operations,  financial
                 condition, or assets or in the prospect of repayment  of
                 the Obligations since June 30, 1998.
                 (c)  Validity and Support Agreements.  Patrick A. Custer
                 and  Steven  T.  Douglas  shall each  have  delivered  a
                 Validity  and Support Agreement in favor of FINOVA,  and
                 in form and substance satisfactory to FINOVA.

                 Borrower shall cause the conditions precedent set  forth
                 in  Section 4.1 of this Agreement and set forth above in
                 this   Schedule  to  be  satisfied,  and  shall  provide
                 evidence  to  FINOVA that all such conditions  precedent
                 have been satisfied,  on or before the Closing Date.

BORROWER INFORMATION:
Borrower's State of Incorporation (Section 5.1):      Oklahoma
                                        
Borrower's copyrights, patents trademarks, and licenses (Section 5.5): None
                                                  
                         Fictitious Names/Prior Corporate Names  (Section
                    5.2):                    
                         Prior Corporate Names: Compu$ave (April 1994-
                    December 1997)
                    
                           Fictitious Names:      None
          Borrower Locations (Section 5.16)
                    
         7116 Mingo Road, Tulsa, Oklahoma 74133
         2529 Gregg Street, Fayetteville, Arkansas 72703
         205 West Hartford, Ponca City, Oklahoma 74601

                              Permitted Encumbrances (Section 1.1):
                              uniView  Technologies  Corporation  in  the
                              original  principal amount of Five  Hundred
                              Ninety  Thousand Dollars ($590,000.00),  as
                              evidenced  by  the  Revolving  Credit   and
                              Security Agreement dated June 15,  1998,  a
                              Note  of  even date in the amount of  Three
                              Hundred  Thousand Dollars ($300,000.00),  a
                              Note,  dated August 12, 1998, in the amount
                              of    Two    Hundred    Thousand    Dollars
                              ($200,000.00), and a Note, dated August 26,
                              1998,    for   Ninety   Thousand    Dollars
                              ($90,000.00).

FINANCIAL COVENANTS  (SECTION 6.1.13):
                    Borrower  shall  comply with  all  of  the  following
                    covenants.  Compliance shall be determined as of  the
                    end of each month or quarter (as determined by FINOVA
                    in   its   sole  discretion),  except  as   otherwise
                    specifically provided below:

          Net Worth.     Borrower shall maintain Net Worth as follows: Not
less than            (a)       Five   Hundred   Sixty   Thousand   Dollars
                    ($560,000.00) from the Closing Date to June 29, 1999;
                     (b)       Six Hundred Thousand Dollars ($600,000.00)
                     from June 30, 1999 thereafter.

NEGATIVE COVENANTS (SECTION 6.2):
                              Employee Advances:  Borrower shall not make any
               loans  or  advances to Employees except  in  the  ordinary
               course  of business and consistent with past practices  of
               Borrower in an aggregate amount not exceeding at any  time
               Twenty Five Thousand Dollars ($25,000.00).

                     Existing  Guaranties:     [Borrower to  describe  on
               separate Exhibit.]

          Capital  Expenditures:    Borrower shall not make or incur  any
               Capital  Expenditure if, after giving effect thereto,  the
               aggregate  amount of all Capital Expenditures by  Borrower
               in  any fiscal year (beginning with the 1998 fiscal  year)
               would exceed One Hundred Thousand Dollars ($100,000.00).

          Compensation:        Borrower shall not pay total compensation,
               including    salaries,   withdrawals,    fees,    bonuses,
               commissions, drawing accounts and other payments,  whether
               directly or indirectly, in money or otherwise, during  any
               fiscal year to all of Borrower's executives, officers  and
               directors (or any relative thereof) in an amount in excess
               of  one  hundred  fifteen percent  (115%)  of  such  total
               compensation  paid  in  the immediately  preceding  fiscal
               year.

          Indebtedness:    Borrower shall not create,  incur,  assume  or
               permit  to  exist any Indebtedness (including Indebtedness
               in  connection  with Capital Leases) in excess  of  Twenty
               Five  Thousand  Dollars ($25,000.00) other  than  (i)  the
               Obligations,  (ii)  trade payables and  other  contractual
               obligations  to  suppliers and customers incurred  in  the
               ordinary  course of business and (iii) other  Indebtedness
               existing  on  the date of this Agreement and reflected  in
               Exhibit ____ attached hereto (other than Indebtedness paid
               on the date of this Agreement from proceeds of the initial
               advances hereunder).

REPORTING REQUIREMENTS (SECTION 9.1):
               1.Borrower  shall provide FINOVA with monthly agings  aged
                 by  invoice  date  and  reconciliations  of  Receivables
                 within ten (10) days after the end of each month.
               2.Borrower  shall  provide FINOVA  with  monthly  accounts
                 payable  agings  aged  by invoice date,  outstanding  or
                 held  check registers and inventory certificates  within
                 ten (10) days after the end of each month.
               3.Borrower  shall  provide FINOVA with  monthly  perpetual
                 inventory reports for the Inventory valued at the  lower
                 of  cost  or  market (in accordance with GAAP)  or  such
                 other  inventory reports as are reasonably requested  by
                 FINOVA,  all within ten (10) days after the end of  each
                 month.
               4.Borrower  shall  provide FINOVA with  monthly  unaudited
                 financial  statements within thirty (30) days after  the
                 end of each month.
               5.Borrower  shall provide FINOVA with audited consolidated
                 and  consolidating  fiscal financial  statements  within
                 one  hundred  twenty (120) days after the  end  of  each
                 fiscal  year, as more specifically described in  Section
                 9.1(b)  hereof,  and  with  an  opinion  issued   by   a
                 Certified  Public  Accountant  which  is  acceptable  to
                 FINOVA.
               6.Borrower  shall  provide FINOVA  with  annual  operating
                 budgets  (including  income statements,  balance  sheets
                 and  cash  flow statements, by month) for  the  upcoming
                 fiscal  year of Borrower within thirty (30)  days  prior
                 to the end of each fiscal year of Borrower.
               7.Borrower's   balance   sheets  for   purposes   of   the
                 definition  of Prepared Financials shall be as  of  June
                 30, 1998.

TERM (SECTION 9.2):
                                   The initial term of this Agreement
                 shall be two (2) year(s) from the date hereof (the
                 "Initial Term") and shall be automatically renewed for
                 successive periods of one (1) year each (each, a
                 "Renewal Term"), unless earlier terminated as provided
                 in Section 7 or 9.2 above or elsewhere in this
                 Agreement.


TERMINATION FEE (SECTION 9.2):
                 The  Termination Fee applicable to the Revolving  Credit
                 Loans facility and the Term Loans facility provided  for
                 in  Section  9.2(d)  shall be an  amount  equal  to  the
                 following percentage of the Total Facility, as set forth
                 in  Section  2.1  of this Schedule, as of  the  date  of
                 notice of such termination:
                 (i)      Four  percent  (4%), if such early  termination
                    occurs on or prior to the first anniversary (1st)  of
                    the date of this Agreement;
                 (ii)     Two  percent  (2%), if such  early  termination
                    occurs after the first (1st) anniversary of the  date
                    of this Agreement.

DISBURSEMENT (SECTION 9.11):
                 Unless  and until Borrower otherwise directs  FINOVA  in
                 writing,   all  loans  shall  be  wired  to   Borrower's
                 operating account.

ADDRESSES FOR SERVICE OF PROCESS (SECTION 9.26):

                              BORROWER: NETWORK AMERICA, INC.
                                        ATTN: Steven T. Douglas
                                        7116 South Mingo Road
                                        Tulsa, Oklahoma 74133

                              GUARANTOR: UNIVIEW TECHNOLOGIES CORPORATION
                                         ATTN: Patrick A. Custer
                                         10911 Petal Street
                                         Dallas, Texas   75238

                              AGENT FOR PROCESS:  Billy J. Robinson
                                                  General Counsel
                                                  10911 Petal Street
                                                  Dallas, Texas 75238

Network America, Inc.
"Borrower"

__/s/  Patrick A. Custer_____________
Patrick  A.  Custer, Chief  Executive Officer

      Subscribed  and sworn before me on this the 30th  day  of  October,
1998.

                                   _/s/_______________________________
                                   Notary Public

                                   FINOVA CAPITAL CORPORATION

                                   /s/___________________________________
                                   Name:_______________________________
                                   Title:________________________________