<PAGE>

                                                                   EXHIBIT 10.14

                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

         THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of
October 15, 2003 (as amended, modified or restated from time-to-time, the
"Agreement"), will serve to set forth the terms of the financing transactions by
and among ARDINGER FAMILY PARTNERSHIP, LTD., a Texas partnership ("Lender"),
VIEWCAST.COM, INC., f/k/a MULTIMEDIA ACCESS CORPORATION, a Delaware corporation
("ViewCast"), OSPREY TECHNOLOGIES, INC., a Delaware corporation ("Osprey"), and
VIDEOWARE, INC., a Delaware corporation ("VideoWare").

                                    RECITALS

         WHEREAS, ViewCast and Lender have entered into that certain (a) Loan
Agreement dated as of October 22, 1998 (as amended, modified or restated as of
even date herewith, the "Original Loan Agreement"), (b) that certain Security
Agreement dated as of October 22, 1998 (as amended, modified or restated as of
even date herewith, the "Original Security Agreement"), and (c) Pledge Agreement
dated as of October 22, 1998 (as amended, modified or restated as of even date
herewith, the "Original Pledge Agreement");

         WHEREAS, ViewCast, Osprey and VideoWare and Lender desire to amend and
restate the indebtedness evidenced by that certain Promissory Note dated as of
October 22, 1998, in the original principal amount of $9,000,000.00 (as amended,
modified or restated as of even date herewith, the "Original Promissory Note")
executed by ViewCast and payable to the order of Lender and secured by the
Original Loan Agreement, the Original Security Agreement, and the Original
Pledge Agreement, together with all other agreements, instruments and documents
evidencing, securing, governing, guaranteeing or pertaining thereto, the
"Original Loan Documents";

         WHEREAS, ViewCast, Osprey and VideoWare desire to establish their
borrowing potential on a consolidated basis to the same extent possible if they
were merged into a single corporate entity and that this Agreement reflects the
establishment of a credit facility which would not otherwise be available to
ViewCast, Osprey and VideoWare if they were not jointly and severally liable for
payment of all of the Indebtedness (as defined below); and

         WHEREAS, ViewCast, Osprey and VideoWare have determined that each will
benefit specifically and materially from the Term Loan and Loans (as defined
below) contemplated by this Agreement; and

         WHEREAS, ViewCast, Osprey and VideoWare have requested and bargained
for the structure and terms of and security for the transactions contemplated by
this Agreement; and

         WHEREAS, it is both a condition precedent to the obligations of Lender
hereunder and a desire of ViewCast, Osprey and VideoWare that each execute and
deliver to Lender this Agreement;

         WHEREAS, it is both a condition precedent to the obligations of Lender
hereunder and a desire of ViewCast, Osprey and VideoWare (jointly and severally,
"Borrower") to execute and


LOAN AND SECURITY AGREEMENT  - Page  1

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deliver to Lender this Agreement;

         NOW THEREFORE, the parties hereto, intending to be legally bound, agree
as follows:

         1. DEFINITIONS. As used in this Agreement, the following terms shall
have the meanings indicated below:

                  (a) "Code" shall mean the Uniform Commercial Code as in effect
         in the State of Texas on the date of this Agreement or as it may
         hereafter be amended from time to time.

                  (b) "Collateral" shall mean:

                           (i) All present and future accounts, chattel paper,
         documents, instruments, deposit accounts, commercial tort claims,
         commodity accounts, commodity contracts, instruments, investment
         property, letters of credit, letter of credit rights, contract rights,
         money and general intangibles now or hereafter owned, held, or acquired
         by Borrower.

                           (ii) All present and hereafter acquired inventory and
         goods (including without limitation, all raw materials, work in process
         and finished goods) held, possessed, owned, held on consignment, or
         held for sale, lease, return or to be furnished under contracts of
         services, in whole or in part, by Borrower wherever located.

                           (iii) All equipment and fixtures of whatsoever kind
         and character now or hereafter possessed, held, acquired, leased or
         owned by Borrower, together with all replacements, accessories,
         additions, substitutions and accessions to all of the foregoing, all
         records relating in any way to the foregoing.

                           (iv) All Patents, Copyrights, Trademarks and Licenses
         now or hereafter owned, held, or acquired by Borrower (including
         without limitation, those Patents, Copyrights, Trademarks, and Licenses
         set forth on Exhibit A attached hereto, if any).

         The term "Collateral," as used herein, shall also include all PRODUCTS
         and PROCEEDS of all of the foregoing (including without limitation,
         insurance payable by reason of loss or damage to the foregoing
         property) and any property, securities, guaranties or monies of
         Borrower which may at any time come into the possession of Lender. The
         term Collateral shall include all of Borrower's records relating in any
         way to the foregoing (including, without limitation, any computer
         software, whether on tape, disk, card, strip, cartridge or any other
         form). The designation of proceeds does not authorize Borrower to sell,
         transfer or otherwise convey any of the foregoing property except
         finished goods intended for sale or services provided in the ordinary
         course of Borrower's business or as otherwise provided herein.

                  (c) "Consolidated Capital Expenditures" shall mean, for any
         period, all capital expenditures of Borrower on a consolidate basis
         (i.e, capital expenditures for ViewCast, Osprey and VideoWare) for
         such period, as determined in accordance with generally accepted
         accounting principals.

LOAN AND SECURITY AGREEMENT  - Page  2

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                  (d) "Consolidated EBITDA" shall mean, for any period, the sum
         of (i) consolidated net income for Borrower (i.e, net income for
         ViewCast, Osprey and VideoWare) for such period, plus (ii) an amount
         which, in the determination of consolidated net income for such period,
         has been deducted for (A) consolidated interest expense, (B) total
         federal, state, local and foreign income, value added and similar taxes
         accrued during such period, (C) losses (or minus gains) on the sale or
         disposition of assets outside the ordinary course of business, and (D)
         depreciation, amortization expense and other non-cash charges, all as
         determined in accordance with generally accepted accounting principals.

                  (e) "Copyright" shall mean all right, title and interest in
         and to the copyright applications and copyrights of Borrower and those
         copyrights which are hereafter obtained or acquired by Borrower and all
         registrations, applications and recordings thereof, including, without
         limitation, all reissues, divisions, continuations, renewals,
         extensions and continuations-in-part thereof, and all applications,
         registrations and recordings in the United States Copyright Office or
         in any similar office or agency of the United States, or any State
         thereof, all whether now owned or hereafter acquired by Borrower.

                  (f) "Debt Payments" shall mean, as of any date of
         determination for Borrower, the sum of all payments of principal and
         interest on indebtedness or Redeemable Preferred Stock for the applied
         period ending on the date of determination (including the payments due
         on capital leases during the applicable period ending on the date of
         determination) and excluding any voluntary or required prepayments on
         the Notes.

                  (g) "Excess Cash Flow" shall mean, with respect to any six
         month period of Borrower on a consolidated basis, an amount equal to
         (i) Consolidated EBITDA for such period, minus (ii) Consolidated
         Capital Expenditures for such period, minus (iii) Debt Payments made
         during such period, minus (iv) tax payments for amounts accrued in
         respect of federal, state, local and foreign income, franchise,
         property, sales, value added and similar taxes with respect to such
         period, minus (v) any consolidated negative working capital at the end
         of such period, minus (vi) a capital reserve for scheduled payments due
         and budgeted operating and capital expenditures for the subsequent
         fiscal year period in excess of any consolidated positive net working
         capital at the end of such period, and plus (vii) distributions
         received by Borrower from any other wholly owned subsidiaries.

                  (h) "Indebtedness" shall mean (i) all indebtedness,
         obligations and liabilities of Borrower to Lender of any kind or
         character, now existing or hereafter arising, whether direct, indirect,
         related, unrelated, fixed, contingent, liquidated, unliquidated, joint,
         several or joint and several, and regardless of whether such
         indebtedness, obligations and liabilities may, prior to their
         acquisition by Lender, be or have been payable to or in favor of a
         third party and subsequently acquired by Lender (it being contemplated
         that Lender may make such acquisitions from third parties), including
         without limitation all indebtedness, obligations and liabilities of
         Borrower to Lender now existing or hereafter arising under the Notes,
         this Agreement, the other Loan Documents

LOAN AND SECURITY AGREEMENT  - Page  3




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         or any draft, acceptance, guaranty, endorsement, letter of credit,
         assignment, purchase, overdraft, discount, indemnity agreement or
         otherwise, (ii) all accrued but unpaid interest on any of the
         indebtedness described in (i) above, (iii) all obligations of Borrower
         to Lender under the Loan Documents, (iv) all costs and expenses
         incurred by Lender in connection with the collection and administration
         of all or any part of the indebtedness and obligations described in
         (i), (ii) and (iii) above or the protection or preservation of, or
         realization upon, the collateral securing all or any part of such
         indebtedness and obligations, including without limitation all
         reasonable attorneys' fees, and (v) all renewals, extensions,
         modifications and rearrangements of the indebtedness and obligations
         described in (i), (ii), (iii) and (iv) above.

                  (i) "Licenses" shall mean the patent, trademark or copyright
         license agreements of Borrower as any of the same may from time to time
         be amended or supplemented and those licenses which are hereafter
         obtained or acquired by Borrower.

                  (j) "Loan Documents" shall mean this Agreement, the Notes, the
         Pledge Agreement, and the other agreements, instruments and documents
         evidencing, securing, governing, guaranteeing or pertaining to the
         Loans.

                  (k) "Notes" shall mean the Revolving Credit Note (as defined
         below) and the Term Note (as defined below).

                  (l) "Patents" shall mean all right, title and interest in and
         to the patent applications and patents of Borrower and those patents
         which are hereafter obtained or acquired by Borrower and all
         registrations, applications and recordings thereof, including, without
         limitation, all reissues, divisions, continuations, renewals,
         extensions and continuations-in-part thereof, and all applications,
         registrations and recordings in the United States Patent and Trademark
         Office or in any similar office or agency of the United States, or any
         State thereof, all whether now owned or hereafter acquired by Borrower.

                  (m) "Pledge Agreement" shall mean that certain Amended and
         Restated Pledge Agreement dated as of even date herewith as amended,
         modified, or restated from time-to-time between Borrower and Lender.

                  (n) "Trademarks" shall mean the registered trademarks and
         pending applications of Borrower and those trademarks which are
         hereafter adopted or acquired by Borrower, and all right, title and
         interest therein and thereto, and all registrations, applications, and
         recordings thereof, including, without limitation, applications,
         registrations and recordings in the United States Patent and Trademark
         Office or in any similar office or agency of the United States, any
         State thereof, all whether now owned or hereafter acquired by Borrower.

All words and phrases used herein shall have the meaning specified in the Code
except to the extent such meaning is inconsistent with this Agreement. Terms not
otherwise defined herein shall have the same meanings as in the Notes.

         2. CREDIT FACILITIES.


LOAN AND SECURITY AGREEMENT  - Page  4



<PAGE>


                  (a) EXISTING DEBT. As of the date of this Agreement, the
         outstanding principal balance of the indebtedness under the Original
         Loan Documents is $7,509,582.15 and the accrued and unpaid interest
         thereunder is $1,243,665.18 (the "Existing Debt"). Borrower and Lender
         agree to allocate (i) $600,000.00 of such existing indebtedness to the
         Revolving Credit Facility (as defined below), (ii) $6,909,582.15 to the
         Term Loan (as defined below), and (iii) 1,243,665.18 to accrued and
         unpaid interest (the "Accrued Interest"). As of even date herewith, the
         balance of the Loans is $1,100,000.00. Borrower hereby acknowledges and
         agrees that no right of offset, defense, counterclaim, claim, causes of
         action or objection in favor of Borrower against Lender exists arising
         out of or with respect to any of the Existing Debt, the Accrued
         Interest, the Original Loan Documents, or with respect to any other
         documents or instruments now or heretofore evidencing, securing or in
         any way relating to any of the foregoing, and Borrower does hereby
         expressly waive, release and relinquish any and all such defenses,
         setoffs, claims, counterclaims and causes of action, if any, against
         Lender relating to the Existing Debt, the Accrued Interest or the
         Original Loan Documents.

                  (b) REVOLVING CREDIT FACILITY. Subject to the terms and
         conditions set forth in this Agreement and the other Loan Documents,
         Lender hereby agrees to lend to Borrower an aggregate sum not to exceed
         $2,000,000.00 (the "Revolving Credit Facility"), on a revolving basis
         from time to time during the period commencing on the date hereof and
         continuing until the earlier of (i) written demand for payment, (ii)
         the acceleration of the Indebtedness pursuant to the terms of this
         Agreement; or (iii) December 31, 2004 (the "Revolving Maturity Date").
         Provided that no Event of Default shall have occurred and be
         continuing, Lender will automatically renew the Revolving Credit
         Facility for a period of one (1) year from December 1, 2004 and for
         successive one year periods thereafter (but in no event beyond December
         31, 2006) unless Lender notifies Borrower within that the Revolving
         Credit Facility will not be renewed within thirty (30) days prior to
         such renewal date. If at any time the sum of the aggregate principal
         amount of Loans outstanding hereunder exceeds the Credit Facility (an
         "Overadvance"), Borrower shall immediately repay the amount of such
         Overadvance plus all accrued and unpaid interest thereon.
         Notwithstanding anything contained herein to the contrary, an
         Overadvance shall be considered a Loan and shall bear interest as such
         and be secured by this Agreement. Subject to the terms and conditions
         hereof, Borrower may borrow, repay and reborrow the Loans under the
         Revolving Credit Facility. All advances under this Agreement shall be
         collectively called the "Loans." Lender reserves the right to require
         Borrower to give Lender not less than one (1) Business Day prior notice
         of each Loan, specifying (i) the aggregate amount of such Loan, (ii)
         the requested date of such advance, and (ii) the purpose for such Loan.
         All Loans shall be in the sole discretion of Lender.

                  (c) TERM LOAN. Subject to the terms and conditions set forth
         in this Agreement and the other Loan Documents, Lender agrees to make
         available to Borrower a term loan credit facility (the "Term Loan")
         commencing on the date hereof and until the earlier of (i) the
         acceleration of the Indebtedness pursuant to the terms of this
         Agreement; or (ii) December 31, 2006 (the "Term Maturity Date") in a
         single advance and in an aggregate amount not to exceed $6,909,582.25.
         Borrower may not reborrow any sums prepaid under the Term Loan.

LOAN AND SECURITY AGREEMENT  - Page  5




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                  (d) MANDATORY PREPAYMENT OF TERM LOAN. Commencing on December
         31, 2003, within sixty (60) days after December 31 and June 30 of each
         calendar year (each such date, being a "Measuring Date"), Borrower
         shall prepay the Term Loan in an amount equal to (i) twenty-five
         percent (25%) of the Excess Cash Flow earned during the six (6) month
         period immediately preceding the Measuring Date, less (ii) the amount
         of any voluntary prepayments of the Term Loan during such prior three
         month period. All such prepayments shall be applied to payments due
         under the Term Loan in the inverse order of maturity.

                  (e) MANDATORY PREPAYMENT OF LOANS. Borrower shall prepay the
         Loans in an amount equal to $1,100,000 from the net proceeds of (i) any
         loan from a third party to Borrower or any subsidiary of Borrower, or
         (ii) the proceeds from any equity offering by Borrower or any
         subsidiary of Borrower.

                  (f) ACCRUED INTEREST. The Accrued Interest shall be paid in
         thirty-three (33) equal consecutive monthly installments commencing on
         April 30, 2004 and continuing on the last Business Day of each calendar
         month thereafter, with a final payment being made on the Term Maturity
         Date.

         3. PROMISSORY NOTES. The Revolving Credit Facility shall be evidenced
by a promissory note (such promissory note in the form of Exhibit B attached
hereto, together with any amendments, modifications, replacements,
substitutions, restatements, renewals, extensions and increases thereof, the
"Revolving Credit Note") duly executed by Borrower and payable to the order of
Lender, in form and substance acceptable to Lender. Interest on the Revolving
Credit Note shall accrue at the rate set forth therein. The principal of and
interest on the Revolving Credit Note shall be due and payable in accordance
with the terms and conditions set forth in the Revolving Credit Note and in this
Agreement. The Term Loan shall be evidenced by a promissory note (such
promissory note in the form of Exhibit C attached hereto, together with any
amendments, modifications, replacements, substitutions, restatements, renewals,
extensions and increases thereof, the "Term Note") duly executed by Borrower and
payable to the order of Lender, in form and substance acceptable to Lender.
Interest on the Term Note shall accrue at the rate set forth therein. The
principal of and interest on the Term Note shall be due and payable in
accordance with the terms and conditions set forth in the Term Note and in this
Agreement.

         4. COLLATERAL. As collateral and security for the Indebtedness,
Borrower hereby grants to Lender, its successors and assigns, a first priority
lien and security interest in and to the Collateral.

         5. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants, and upon each request for a Loan under the Revolving Credit Facility
or for the Term Loan represents and warrants to Lender as follows:

                  (a) EXISTENCE. Borrower is (i) duly organized, validly
         existing and in good standing under the laws of the State of Delaware,
         and (ii) duly qualified and licensed in all other states and
         jurisdictions where it is doing business, except where the failure to
         be so qualified or licensed would not (A) have a material adverse
         effect on Borrower, or (B) effect the enforceability of the lien
         granted Lender on the Collateral. Borrower has all requisite power and
         authority to execute and deliver the Loan Documents.

LOAN AND SECURITY AGREEMENT  - Page  6


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                  (b) BINDING OBLIGATIONS. The execution, delivery, and
         performance of the Loan Documents by Borrower have been duly authorized
         by all necessary action by Borrower, and constitute legal, valid and
         binding obligations of Borrower, enforceable in accordance with their
         respective terms, except as limited by bankruptcy, insolvency or
         similar laws of general application relating to the enforcement of
         creditors' rights and except to the extent specific remedies may
         generally be limited by equitable principles.

                  (c) NO CONSENT. The execution, delivery and performance of the
         Loan Documents, and the consummation of the transactions contemplated
         thereby, do not (i) conflict with, result in a violation of, or
         constitute a default under (1) any provision of its organizational
         document or other instrument binding upon Borrower, (2) any law,
         governmental regulation, court decree or order applicable to Borrower,
         or (3) any agreement, judgment, license, order or permit applicable to
         or binding upon Borrower, (ii) require the consent, approval or
         authorization of any third party, or (iii) result in or require the
         creation of any lien, charge or encumbrance upon any assets or
         properties of Borrower or of any person except as may be expressly
         contemplated in the Loan Documents.

                  (d) FINANCIAL CONDITION. Each financial statement of Borrower
         supplied to the Lender truly discloses and fairly presents Borrower's
         financial condition as of the date of each such statement. There has
         been no material adverse change in such financial condition or results
         of operations of Borrower subsequent to the date of the most recent
         financial statement supplied to the Lender.

                  (e) LITIGATION. There are no actions, suits or proceedings,
         pending or, to the knowledge of Borrower, threatened against or
         affecting Borrower, or the assets or properties of Borrower, before any
         court or governmental department, commission or board, which, if
         determined adversely, would have a material adverse effect on the
         financial condition, properties, or operations of Borrower.

                  (f) TAXES; GOVERNMENTAL CHARGES. Borrower has filed all
         federal, state and local tax reports and returns required by any law or
         regulation to be filed by it and has either duly paid all taxes, duties
         and charges indicated due on the basis of such returns and reports, or
         made adequate provision for the payment thereof, and the assessment of
         any material amount of additional taxes in excess of those paid and
         reported is not reasonably expected.

                  (g) OWNERSHIP AND LIENS. Borrower has good and marketable
         title to the Collateral free and clear of all liens, security
         interests, encumbrances or adverse claims, (other than the Permitted
         Liens). To Borrower's knowledge, no dispute, right of setoff,
         counterclaim or defense exists with respect to all or any part of the
         Collateral. Borrower has not executed any other security agreement
         currently affecting the Collateral and no effective financing statement
         or other instrument similar in effect covering all or any part of the
         Collateral is on file in any recording office.

                  (h) SECURITY INTEREST. Borrower has and will have at all times
         full right, power and authority to grant a security interest in the
         Collateral to Lender in the manner provided herein, free and clear of
         any lien, security interest or other charge or

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         encumbrance other than for the Permitted Liens. This Agreement creates
         a legal, valid and binding security interest in favor of Lender in the
         Collateral securing the Indebtedness. Possession by Lender of certain
         types of Collateral from time to time or the filing of the financing
         statements delivered prior hereto or concurrently herewith by Borrower
         to Lender will perfect and establish the first priority of Lender's
         security interest hereunder in the Collateral other than for the
         Permitted Liens.

                  (i) LOCATION. Borrower's chief executive office and the office
         where the records concerning the Collateral are kept is at its address
         set forth on the signature page hereof. All Collateral shall be kept at
         such address and at such other locations as identified to Lender in
         writing from time-to-time.

                  (j) OPERATION OF BUSINESS. To the best of it's knowledge,
         Borrower possesses all licenses, permits, franchises, patents,
         copyrights, trademarks, and trade names, or rights thereto, to conduct
         business as now conducted and as presently proposed to be conducted,
         and Borrower is not in violation of any valid rights or others with
         respect to any of the foregoing.

         6. AFFIRMATIVE COVENANTS. Until all Indebtedness of Borrower under the
Loan Documents is fully paid and satisfied, and Lender has no further commitment
to lend hereunder, Borrower agrees and covenants that it will, unless Lender
shall otherwise consent in writing:

                  (a) ACCOUNTS AND RECORDS. Maintain its books and records in
         accordance with generally accepted accounting principles.

                  (b) RIGHT OF INSPECTION. Permit Lender to visit its properties
         and installations and to examine, audit and make and take away copies
         or reproductions of Borrower's books and records, at all reasonable
         times and upon prior written notice.

                  (c) RIGHT TO ADDITIONAL INFORMATION. Furnish Lender with such
         information and statements, lists of assets and liabilities, tax
         returns, and other reports with respect to Borrower's financial
         condition and business operations as Lender may reasonably request from
         time to time.

                  (d) COMPLIANCE WITH LAWS. Conduct its business in an orderly
         and efficient manner consistent with good business practices, and
         perform and comply with all applicable statutes, rules, regulations or
         ordinances imposed by any governmental unit upon Borrower, its
         businesses, operations and properties (including without limitation,
         all applicable environmental statutes, rules, regulations and
         ordinances), where the failure to perform or comply could have a
         material adverse effect on the business, operations or properties of
         Borrower.

                  (e) TAXES. Pay and discharge when due all of its indebtedness
         and obligations, including without limitation, all assessments, taxes,
         governmental charges, levies and liens, of every kind and nature,
         imposed upon Borrower or its properties, income, or profits, prior to
         the date on which penalties would attach, and all lawful claims that,
         if unpaid, might become a lien or charge upon any of Borrower's
         properties, income, or profits; provided, however, Borrower will not be
         required to pay and discharge any

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         such assessment, tax, charge, levy, lien or claim so long as (i) the
         legality of the same shall be contested in good faith by appropriate
         judicial, administrative or other legal proceedings, and (ii) Borrower
         shall have established on its books adequate reserves with respect to
         such contested assessment, tax, charge, levy, lien or claim in
         accordance with generally accepted accounting principles, consistently
         applied.

                  (f) INSURANCE. Maintain insurance, including but not limited
         to, fire insurance, comprehensive property damage, public liability,
         worker's compensation, business interruption and other insurance deemed
         reasonably necessary. Borrower will, at its own expense, maintain
         insurance with respect to all Collateral in such amounts, against such
         risks, in such form and with such insurers, as shall be satisfactory to
         Lender from time to time. Each policy of insurance maintained by
         Borrower shall (i) name Borrower and Lender as insured parties
         thereunder (without any representation or warranty by or obligation
         upon Lender) as their interests may appear, (ii) contain the agreement
         by the insurer that any loss thereunder shall be payable to Lender
         notwithstanding any action, inaction or breach of representation or
         warranty by Borrower, (iii) provide that there shall be no recourse
         against Lender for payment of premiums or other amounts with respect
         thereto, and (iv) provide that at least thirty (30) days prior written
         notice of cancellation or of lapse shall be given to Lender by the
         insurer. Borrower will deliver to Lender original or duplicate policies
         of such insurance and, as often as Lender may reasonably request, a
         report of a reputable insurance broker with respect to such insurance.
         Borrower will also, at the request of Lender, duly execute and deliver
         instruments of assignment of such insurance policies and cause the
         respective insurers to acknowledge notice of such assignment. All
         insurance payments in respect of loss of or damage to any Collateral
         shall be paid to Lender and applied by Lender in accordance with the
         Loan Documents.

                  (g) NOTICE OF INDEBTEDNESS. Promptly inform Lender of the
         creation, incurrence or assumption by Borrower of any actual or
         contingent liabilities not permitted under this Agreement.

                  (h) NOTICE OF LITIGATION. Promptly after the commencement
         thereof, notify Lender of all actions, suits and proceedings before any
         court or any governmental department, commission or board in which
         Borrower is a plaintiff or defendant or any of the properties or assets
         of Borrower are the subject of such actions, suits or proceedings.

                  (i) NOTICE OF MATERIAL ADVERSE CHANGE. Promptly inform Lender
         of (i) any and all material adverse changes in Borrower's financial
         condition, and (ii) all claims made against Borrower that could
         materially affect the financial condition of Borrower.

                  (j) OWNERSHIP AND LIENS. Borrower will maintain good and
         marketable title to all Collateral free and clear of all liens,
         security interests, encumbrances or adverse claims, except for the
         security interest created by this Agreement or Permitted Liens.
         Borrower will cause any financing statement or other security
         instrument with respect to the Collateral to be terminated, except for
         Permitted Liens. Borrower will defend at its expense Lender's right,
         title and security interest in and to the Collateral against the claims
         of any third party.

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                  (k) FURTHER ASSURANCES. Borrower will from time to time at its
         expense promptly execute and deliver all further instruments and
         documents and take all further action necessary or appropriate or that
         Lender may reasonably request in order (i) to perfect and protect the
         security interest created or purported to be created hereby and the
         priority of such security interest, (ii) to enable Lender to exercise
         and enforce its rights and remedies hereunder in respect of the
         Collateral, and (iii) to otherwise effect the purposes of this
         Agreement, including without limitation: (1) executing and filing such
         financing or continuation statements, or amendments thereto; and (2)
         furnishing to Lender from time to time statements and schedules further
         identifying and describing the Collateral and such other reports in
         connection with the Collateral, all in reasonable detail satisfactory
         to Lender..

                  (l) ACCOUNTS AND GENERAL INTANGIBLES. Borrower will, except as
         otherwise provided herein, collect, at Borrower's own expense, all
         amounts due or to become due under each of the accounts and general
         intangibles. In connection with such collections, Borrower may and, at
         Lender's direction, will take such action not otherwise forbidden
         herein as Borrower or Lender may deem reasonably necessary or advisable
         to enforce collection or performance of each of the accounts and
         general intangibles. Borrower will also duly perform and cause to be
         performed all of its material obligations with respect to the goods or
         services, the sale or lease or rendition of which gave rise or will
         give rise to each account and all of its obligations to be performed
         under or with respect to the general intangibles. Borrower also
         covenants and agrees to take any action and/or execute any documents
         that Lender may request in order to comply with the Federal Assignment
         of Claims Act, as amended.

                  (m) CHATTEL PAPER, DOCUMENTS AND INSTRUMENTS. Borrower will
         take such action as may be requested by Lender in order to cause any
         chattel paper, documents or instruments to be valid and enforceable and
         will cause all chattel paper to have only one original counterpart.
         Upon request by Lender, Borrower will deliver to Lender all originals
         of chattel paper, documents or instruments and will mark all chattel
         paper with a legend indicating that such chattel paper is subject to
         the security interest granted hereunder.

                  (n) MAINTENANCE OF EXISTENCE. Preserve and maintain its
         corporate existence and good standing in the jurisdiction of its
         organization, and qualify and remain qualified as a foreign entity in
         each jurisdiction in which such qualification is required.

                  (o) MAINTENANCE OF PROPERTIES. Maintain, keep, and preserve
         all of its properties (tangible and intangible) necessary or useful in
         the conduct of its business.

                  (p) CONDUCT OF BUSINESS. Continue to engage in an efficient
         and economical manner in a business of the same general type as now
         conducted by it on the date of this Agreement within Borrower's powers
         under organizational documents.

         7. NEGATIVE COVENANTS. Until all Indebtedness of Borrower under the
Loan Documents is fully paid and satisfied, and the Lender has no further
commitment to lend hereunder, Borrower will not, without the prior written
consent of Lender:


LOAN AND SECURITY AGREEMENT  - Page  10




<PAGE>


                  (a) NATURE OF BUSINESS. Make any material change in the nature
         of its business as carried on as of the date hereof.

                  (b) LIQUIDATIONS, MERGERS, CONSOLIDATIONS. Liquidate, merge or
         consolidate with or into any other entity.

                  (c) LIENS. Create or incur any lien or encumbrance on any of
         its assets, other than (i) liens and security interests securing
         indebtedness owing to Lender, (ii) liens for taxes, assessments or
         similar charges either (1) not yet due, or (2) being contested in good
         faith by appropriate proceedings and for which Borrower has established
         adequate reserves, and (iii) liens approved in writing by Lender
         (collectively, the "Permitted Liens").

                  (d) INDEBTEDNESS. Create, incur or assume any indebtedness for
         borrowed money or issue or assume any other note, debenture, bond or
         other evidences of indebtedness, or guarantee any such indebtedness or
         such evidences of indebtedness of others, other than (i) borrowings
         from Lender, (ii) Borrower's for a permitted purpose not to exceed
         $250,000.00 per year, (iii) trade payables in the ordinary course of
         business, or (iv) as previously consented to in writing by Lender.

                  (e) LOANS. Make loans that aggregate $100,000 to, or guarantee
         any obligation of any other person, firm, or corporation, without
         written permission from the Lender.

                  (f) TRANSACTIONS WITH AFFILIATES. Enter into any transaction,
         including, without limitation, the purchase, sale or exchange of
         property or the rendering of any service, with any Affiliate of
         Borrower, except in the ordinary course of and pursuant to the
         reasonable requirements of Borrower's business and upon fair and
         reasonable terms no less favorable to Borrower than would be obtained
         in a comparable arm's-length transaction with a person or entity not an
         Affiliate of Borrower. As used herein, the term "Affiliate" means any
         individual or entity directly or indirectly controlling, controlled by,
         or under common control with, another individual or entity.

                  (g) DIVIDENDS. Declare or pay any dividends on any equity
         interest of Borrower, make any other distributions with respect to any
         payment on account of the purchase, redemption, or other acquisition or
         retirement of any equity interest of Borrower, or make any other
         distribution, sale, transfer or lease of any of Borrower's assets other
         than in the ordinary course of business, unless any such amounts are
         directly utilized for the payment of (i) principal or interest on
         indebtedness and obligations owing from time to time by Borrower to
         Lender, or (ii) taxes owing by a shareholder of Borrower to the extent
         that such taxes are incurred as a result of the business operations of
         Borrower.

                  (h) TRANSFER OR ENCUMBRANCE. Borrower will not (i) sell,
         assign (by operation of law or otherwise), transfer, exchange, lease or
         otherwise dispose of any of the Collateral, (ii) grant a lien or
         security interest in or execute, file or record any financing statement
         or other security instrument with respect to the Collateral than the
         Permitted Liens, or (iii) deliver actual or constructive possession of
         any of the Collateral

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<PAGE>


         to any party other than Lender, except for (1) transfers previously
         disclosed to Lender, (2) sales of inventory in the ordinary course of
         business, and (3) the sale or other disposal of any item of equipment
         which is worn out or obsolete and which has been replaced by an item of
         equal suitability and value, owned by Borrower and made subject to the
         security interest under this Agreement, but which is otherwise free and
         clear of any lien, security interest, encumbrance or adverse claim
         other than Permitted Liens; provided, however, the exceptions permitted
         in clauses (1) through (3) above shall automatically terminate upon the
         occurrence of an Event of Default.

                  (i) IMPAIRMENT OF SECURITY INTEREST. Take any action that
         would in any manner impair the value or enforceability of Lender's
         security interest in any Collateral.

                  (j) COMPROMISE OF COLLATERAL. Adjust, settle, compromise,
         amend or modify any Collateral, except an adjustment, settlement,
         compromise, amendment or modification in good faith and in the ordinary
         course of business; provided, however, this exception shall
         automatically terminate upon the occurrence of an Event of Default.
         Borrower shall provide to Lender such information concerning (i) any
         adjustment, settlement, compromise, amendment or modification of any
         Collateral, and (ii) any claim asserted by any account debtor for
         credit, allowance, adjustment, dispute, setoff or counterclaim, as
         Lender may reasonably request from time to time.

                  (k) FINANCING STATEMENT FILINGS. Cause or permit any change in
         the location of (i) any Collateral, (ii) any records concerning any
         Collateral, (iii) Borrower's chief executive office, or (iv) the state
         of Borrower's organization to a jurisdiction other than as represented
         herein unless Borrower shall have notified Lender in writing of such
         change at least sixty (60) days prior to the effective date of such
         change, and shall have first taken all action required by Lender for
         the purpose of further perfecting or protecting the security interest
         in favor of Lender in the Collateral.

                  (l) CAPITAL EXPENDITURES. Make capital expenditures in any
         fiscal year in excess of $100,000.00 in the aggregate.

                  (m) LEASES. Create, incur, assume, or suffer to exist, any
         obligation as lessee for the rental or hire of any real or personal
         property, except leases totaling in the aggregate $500,000.00 in any
         fiscal year of Borrower.

                  (n) INVESTMENTS. Purchase any stock or debt obligations for
         cash (except obligations of the U.S. government).

                  (o) CHANGES IN MANAGEMENT OR OWNERSHIP. Make any changes in
         management that might materially change the character or operating
         philosophy of Borrower.

         8. REPORTING REQUIREMENTS. Until the Indebtedness of Borrower under
this Agreement and the other Loan Documents is fully paid and satisfied, and the
Lender has no further commitment to lend hereunder, Borrower will, unless Lender
shall otherwise consent in writing, furnish to Lender:


LOAN AND SECURITY AGREEMENT  - Page  12




<PAGE>


                  (a) INTERIM FINANCIAL STATEMENTS. As soon as available, and in
         any event within forty-five (45) days after the end of each calendar
         quarter, financial statements of Borrower as of the end of such
         calendar quarter all in form and substance and in reasonable detail
         satisfactory to Lender and duly certified (subject to year-end review
         adjustments) by an appropriate person (i) as being true and correct in
         all material aspects to the best of his or her knowledge (subject to
         year end adjustments), and (ii) as having been prepared in accordance
         with generally accepted accounting principles, consistently applied.

                  (b) ANNUAL FINANCIAL STATEMENTS AND TAX RETURNS. As soon as
         available and in any event within (i) one hundred-twenty (120) days
         after the end of each fiscal year of Borrower, a balance sheet, cash
         flow and income statement of Borrower as of the end of such fiscal
         year, in each case compiled by independent public accountants of
         recognized standing acceptable to Lender, and (ii) within thirty (30)
         days of filing, annual income tax returns for Borrower.

                  (c) NOTICE OF LITIGATION. Promptly after the commencement
         thereof, notice of all actions, suits, and proceedings before any court
         or governmental department, commission, board, bureau, agency, or
         instrumentality, domestic or foreign, affecting Borrower which, if
         determined adversely to Borrower could have a material adverse effect
         on the financial condition, properties, or operations of Borrower.

                  (d) NOTICE OF DEFAULT AND EVENTS OF DEFAULT. As soon as
         possible and in any event within thirty (30) days after the concurrence
         of each default or event of default, a written notice setting forth the
         details of such default or event of default and the action which is
         proposed to be taken by Borrower with respect thereto.

                  (e) GENERAL INFORMATION. Such other information respecting the
         condition or operations, financial or otherwise, of Borrower or any
         subsidiary as the Lenders may from time to time reasonably request,
         including copies of all filings with the Securities and Exchange
         Commission.

         9. RIGHTS OF LENDER. Lender shall have the rights contained in this
Section at all times that this Agreement is effective.

                  (a) ADDITIONAL FINANCING STATEMENTS FILINGS. Borrower hereby
         authorizes Lender to file, without the signature of Borrower, one or
         more financing or continuation statements, and amendments thereto,
         relating to the Collateral. Borrower hereby irrevocably authorizes
         Lender at any time and from time to time to file in any Uniform
         Commercial Code jurisdiction any initial financing statements and
         amendments thereto that (i) indicate the Collateral (A) as all assets
         of Borrower or words of similar effect, regardless of whether any
         particular asset comprised in the Collateral falls within the scope of
         Article or Chapter 9 of the Code, or (B) as being of an equal or lesser
         scope or with greater detail, and (ii) contain any other information
         required by Chapter 9 of the Code for the sufficiency or filing office
         acceptance of any financing statement or amendment.

LOAN AND SECURITY AGREEMENT  - Page  13




<PAGE>


                  (b) POWER OF ATTORNEY. Borrower hereby irrevocably appoints
         Lender as Borrower's attorney-in-fact, such power of attorney being
         coupled with an interest, with full authority in the place and stead of
         Borrower and in the name of Borrower or otherwise, from time to time in
         Lender's reasonable discretion, to take any action and to execute any
         instrument which Lender may deem necessary or appropriate to accomplish
         the purposes of this Agreement, including without limitation: (i) to
         obtain and adjust insurance required by Lender hereunder; (ii) to
         demand, collect, sue for, recover, compound, receive and give
         acquittance and receipts for moneys due and to become due under or in
         respect of the Collateral; (iii) to receive, endorse and collect any
         drafts or other instruments, documents and chattel paper in connection
         with clause (i) or (ii) above; and (iv) to file any claims or take any
         action or institute any proceedings which Lender may deem necessary or
         appropriate for the collection and/or preservation of the Collateral or
         otherwise to enforce the rights of Lender with respect to the
         Collateral.

                  (c) PERFORMANCE BY LENDER. If Borrower fails to perform any
         agreement or obligation provided herein, Lender may itself perform, or
         cause performance of, such agreement or obligation, and the expenses of
         Lender incurred in connection therewith shall be a part of the
         Indebtedness, secured by the Collateral and payable by Borrower on
         demand.

                  (d) BORROWER'S RECEIPT OF PROCEEDS. All amounts and proceeds
         (including instruments and writings) received by Borrower in respect of
         such accounts or general intangibles shall be received in trust for the
         benefit of Lender hereunder and, upon request of Lender, shall be
         segregated from other property of Borrower and shall be forthwith
         delivered to Lender in the same form as so received (with any necessary
         endorsement) and applied to the Indebtedness in accordance with the
         Loan Documents.

                  (e) NOTIFICATION OF ACCOUNT DEBTORS. Lender may at its
         reasonable discretion from time to time notify any or all obligors
         under any accounts or general intangibles (i) of Lender's security
         interest in such accounts or general intangibles and direct such
         obligors to make payment of all amounts due or to become due to
         Borrower thereunder directly to Lender, and (ii) to verify the accounts
         or general intangibles with such obligors. Lender shall have the right,
         at the expense of Borrower, to enforce collection of any such accounts
         or general intangibles and to adjust, settle or compromise the amount
         or payment thereof, in the same manner and to the same extent as
         Borrower.

         10. EVENTS OF DEFAULT. Each of the following shall constitute an "Event
of Default" under this Agreement:

                  (a) The failure, refusal or neglect of Borrower to pay when
         due any part of the principal of, or interest on, the Notes, or any
         other Indebtedness owing to Lender by Borrower from time to time and
         such failure, refusal or neglect shall continue unremedied for a period
         of five (5) Business Days after written notice from Lender to Borrower.

                  (b) The failure of Borrower to timely and properly observe,
         keep or perform any covenant, agreement, warranty or condition required
         herein or in any of the other Loan Documents which is not cured within
         ten (10) Business Days following written notice from Lender to
         Borrower.

LOAN AND SECURITY AGREEMENT  - Page  14




<PAGE>


                  (c) The occurrence of an event of default under any of the
         other Loan Documents or under any other agreement now existing or
         hereafter arising between Lender and Borrower which is not cured within
         ten (10) Business Days following written notice from Lender to
         Borrower.

                  (d) Any representation contained herein or in any of the other
         Loan Documents made by Borrower is false or misleading in any material
         respect.

                  (e) The occurrence of any event which permits the acceleration
         of the maturity of any indebtedness owing by Borrower or any of its
         subsidiaries to any third party under any agreement or understanding.

                  (f) If Borrower: (i) becomes insolvent, or makes a transfer in
         fraud of creditors, or makes an assignment for the benefit of
         creditors, or admits in writing its inability to pay its debts as they
         become due; (ii) generally is not paying its debts as such debts become
         due; (iii) has a receiver, trustee or custodian appointed for, or take
         possession of, all or substantially all of its assets, either in a
         proceeding brought by it or in a proceeding brought against it and such
         appointment is not discharged or such possession is not terminated
         within sixty (60) days after the effective date thereof or it consents
         to or acquiesces in such appointment or possession; (iv) files a
         petition for relief under the United States Bankruptcy Code or any
         other present or future federal or state insolvency, Bankruptcy or
         similar laws (all of the foregoing hereinafter collectively called
         "Applicable Bankruptcy Law") or an involuntary petition for relief is
         filed against it under any Applicable Bankruptcy Law and such
         involuntary petition is not dismissed within sixty (60) days after the
         filing thereof, or an order for relief naming it is entered under any
         Applicable Bankruptcy Law, or any composition, rearrangement,
         extension, reorganization or other relief of Borrowers now or hereafter
         existing is requested or consented to by it; (v) fails to have
         discharged within a period of thirty (30) days any attachment,
         sequestration or similar writ levied upon any property of it; or (vi)
         fails to pay within thirty (30) days any final money judgment against
         it.

                  (g) Except as otherwise provided in this Agreement, the
         liquidation, dissolution, merger or consolidation of any such entity.

                  (h) The entry of any judgment against Borrower or the issuance
         or entry of any attachments or other liens against any of the property
         of Borrower for an amount in excess of $10,000.00 (individually or in
         the aggregate) if undischarged, unbonded or undismissed on the date on
         which such judgment could be executed upon.

                  (i) The Collateral or any portion thereof is taken on
         execution or other process of law in any action against Borrower.

                  (j) The holder of any lien or security interest on any of the
         assets of Borrower, including without limitation, the Collateral
         (without hereby implying the consent of Lender to the existence or
         creation of any such lien or security interest on the Collateral),
         declares a default thereunder or institutes foreclosure or other
         proceedings for the enforcement of its remedies thereunder.

LOAN AND SECURITY AGREEMENT  - Page  15




<PAGE>


                  (k) This Agreement shall at any time after its execution and
         delivery and for any reason cease (i) to create a valid and perfected
         first priority security interest in and to the property purported to be
         subject to this Agreement; or (ii) to be in full force and effect or
         shall be declared null and void, or the validity of enforceability
         hereof shall be contested by Borrower, or Borrower shall deny it has
         any further liability or obligation under this Agreement or the other
         Loan Documents.

Nothing contained in this Agreement shall be construed to limit the events of
default enumerated in any of the other Loan Documents and all such events of
default shall be cumulative.

         11.      REMEDIES AND RELATED RIGHTS. If an Event of Default shall have
occurred, and without limiting any other rights and remedies provided herein,
under any of the Loan Documents or otherwise available to Lender, Lender may
exercise one or more of the rights and remedies provided in this Section.

                  (a) REMEDIES. Upon the occurrence of any one or more of the
         foregoing Events of Default, (i) the entire unpaid balance of principal
         of the Notes, together with all accrued but unpaid interest thereon,
         and all other indebtedness owing to Lender by Borrower at such time
         shall, at the option of Lender, become immediately due and payable
         without further notice, demand, presentation, notice of dishonor,
         notice of intent to accelerate, notice of acceleration, protest or
         notice of protest of any kind, all of which are expressly waived by
         Borrower, and (ii) Lender may, at its option, cease further advances
         under the Notes and this Agreement; provided, however, concurrently and
         automatically with the occurrence of an Event of Default under
         Subsection 13(f): (i) further advances under the Notes and this
         Agreement, and (ii) the Notes and all other Indebtedness owing to
         Lender by Borrower at such time shall, without any action by Lender,
         become due and payable, without further notice, demand, presentation,
         notice of dishonor, notice of acceleration, notice of intent to
         accelerate, protest or notice of protest of any kind, all of which are
         expressly waived by Borrower. All rights and remedies of Lender set
         forth in this Agreement and in any of the other Loan Documents may also
         be exercised by Lender, at its option to be exercised in its sole
         discretion, upon the occurrence of an Event of Default, and not in
         substitution or diminution of any rights now or hereafter held by
         Lender under the terms of any other agreement.

                  (b) OTHER REMEDIES. Lender may from time to time at its
         discretion, without limitation and without notice except as expressly
         provided in any of the Loan Documents:


                           (i) exercise in respect of the Collateral all the
                  rights and remedies of a Lender under the Code (whether or not
                  the Code applies to the affected Collateral);

                           (ii) require Borrower to, and Borrower hereby agrees
                  that it will at its expense and upon request of Lender,
                  assemble the Collateral as directed by Lender and make it
                  available to Lender at a place to be designated by Lender
                  which is reasonably convenient to both parties;

LOAN AND SECURITY AGREEMENT  - Page  16




<PAGE>


                           (iii) reduce its claim to judgment or foreclose or
                  otherwise enforce, in whole or in part, the security interest
                  granted hereunder by any available judicial procedure;

                           (iv) sell or otherwise dispose of, at its office, on
                  the premises of Borrower or elsewhere, the Collateral, as a
                  unit or in parcels, by public or private proceedings, and by
                  way of one or more contracts (it being agreed that the sale or
                  other disposition of any part of the Collateral shall not
                  exhaust Lender's power of sale, but sales or other
                  dispositions may be made from time to time until all of the
                  Collateral has been sold or disposed of or until the
                  Indebtedness has been paid and performed in full), and at any
                  such sale or other disposition it shall not be necessary to
                  exhibit any of the Collateral;

                           (v) buy the Collateral, or any portion thereof, at
                  any public sale;

                           (vi) buy the Collateral, or any portion thereof, at
                  any private sale if the Collateral is of a type customarily
                  sold in a recognized market or is of a type which is the
                  subject of widely distributed standard price quotations;

                           (vii) apply for the appointment of a receiver for the
                  Collateral, and Borrower hereby consents to any such
                  appointment; and

                           (viii) at its option, retain the Collateral in
                  satisfaction of the Indebtedness whenever the circumstances
                  are such that Lender is entitled to do so under the Code or
                  otherwise.

                  Borrower agrees that in the event Borrower is entitled to
                  receive any notice under the Uniform Commercial Code, as it
                  exists in the state governing any such notice, of the sale or
                  other disposition of any Collateral, reasonable notice shall
                  be deemed given when such notice is deposited in a depository
                  receptacle under the care and custody of the United States
                  Postal Service, postage prepaid, at Borrower's address set
                  forth on the signature page hereof, five (5) days prior to the
                  date of any public sale, or after which a private sale, of any
                  of such Collateral is to be held. Lender shall not be
                  obligated to make any sale of Collateral regardless of notice
                  of sale having been given. Lender may adjourn any public or
                  private sale from time to time by announcement at the time and
                  place fixed therefor, and such sale may, without further
                  notice, be made at the time and place to which it was so
                  adjourned.

                  (c) APPLICATION OF PROCEEDS. If any Event of Default shall
         have occurred, Lender may at its discretion apply or use any cash held
         by Lender as Collateral, and any cash proceeds received by Lender in
         respect of any sale or other disposition of, collection from, or other
         realization upon, all or any part of the Collateral as follows in such
         order and manner as Lender may elect:

                           (i) to the repayment or reimbursement of the
                  reasonable costs and expenses (including, without limitation,
                  reasonable attorneys' fees and expenses) incurred by Lender in
                  connection with (1) the administration of the Loan Documents,
                  (2) the custody, preservation, use or operation of, or the
                  sale of, collection from, or other

LOAN AND SECURITY AGREEMENT  - Page  17




<PAGE>


                  realization upon, the Collateral, and (3) the exercise or
                  enforcement of any of the rights and remedies of Lender
                  hereunder;

                           (ii) to the payment or other satisfaction of any
                  liens and other encumbrances upon the Collateral;

                           (iii) to the satisfaction of the Indebtedness;

                           (iv) by holding such cash and proceeds as Collateral;

                           (v) to the payment of any other amounts required by
                  applicable law (including without limitation, Section
                  9.504(a)(3) of the Code or any other applicable statutory
                  provision); and

                           (vi) by delivery to Borrower or any other party
                  lawfully entitled to receive such cash or proceeds whether by
                  direction of a court of competent jurisdiction or otherwise.

                  (d) DEFICIENCY. In the event that the proceeds of any sale of,
         collection from, or other realization upon, all or any part of the
         Collateral by Lender are insufficient to pay all amounts to which
         Lender is legally entitled, Borrower and any party who guaranteed or is
         otherwise obligated to pay all or any portion of the Indebtedness shall
         be liable for the deficiency, together with interest thereon as
         provided in the Loan Documents.

                  (e) NON-JUDICIAL REMEDIES. In granting to Lender the power to
         enforce its rights hereunder without prior judicial process or judicial
         hearing, Borrower expressly waives, renounces and knowingly
         relinquishes any legal right which might otherwise require Lender to
         enforce its rights by judicial process. Borrower recognizes and
         concedes that non-judicial remedies are consistent with the usage of
         trade, are responsive to commercial necessity and are the result of a
         bargain at arm's length. Nothing herein is intended to prevent Lender
         or Borrower from resorting to judicial process at either party's
         option.

                  (f) OTHER RECOURSE. Borrower waives any right to require
         Lender to proceed against any third party, exhaust any Collateral or
         other security for the Indebtedness, or to have any third party joined
         with Borrower in any suit arising out of the Indebtedness or any of the
         Loan Documents, or pursue any other remedy available to Lender.
         Borrower further waives any and all notice of acceptance of this
         Agreement and of the creation, modification, rearrangement, renewal or
         extension of the Indebtedness. Borrower further waives any defense
         arising by reason of any disability or other defense of any third party
         or by reason of the cessation from any cause whatsoever of the
         liability of any third party. Until all of the Indebtedness shall have
         been paid in full, Borrower shall have no right of subrogation and
         Borrower waives the right to enforce any remedy which Lender has or may
         hereafter have against any third party, and waives any benefit of and
         any right to participate in any other security whatsoever now or
         hereafter held by Lender. Borrower authorizes Lender, and without
         notice or demand and without any reservation of rights against Borrower
         and without affecting Borrower's liability hereunder or on the

LOAN AND SECURITY AGREEMENT  - Page  18

<PAGE>


         Indebtedness to (i) take or hold any other property of any type from
         any third party as security for the Indebtedness, and exchange,
         enforce, waive and release any or all of such other property, (ii)
         apply such other property and direct the order or manner of sale
         thereof as Lender may in its discretion determine, (iii) renew, extend,
         accelerate, modify, compromise, settle or release any of the
         Indebtedness or other security for the Indebtedness, (iv) waive,
         enforce or modify any of the provisions of any of the Loan Documents
         executed by any third party, and (v) release or substitute any third
         party.

         12. INDEMNITY. Borrower hereby indemnifies and agrees to hold harmless
Lender, and its officers, directors, employees, agents and representatives (each
an "Indemnified Person") from and against any and all liabilities, obligations,
claims, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any kind or nature (collectively, the "Claims") which may be
imposed on, incurred by, or asserted against, any Indemnified Person arising in
connection with the Loan Documents, the Indebtedness or the Collateral
(including without limitation, the enforcement of the Loan Documents and the
defense of any Indemnified Person's actions and/or inactions in connection with
the Loan Documents). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY
TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART
ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER
INDEMNIFIED PERSON, except to the limited extent the Claims against an
Indemnified Person are proximately caused by such Indemnified Person's gross
negligence or willful misconduct. If Borrower or any third party ever alleges
such gross negligence or willful misconduct by any Indemnified Person, the
indemnification provided for in this Section shall nonetheless be paid upon
demand, subject to later adjustment or reimbursement, until such time as a court
of competent jurisdiction enters a final judgment as to the extent and effect of
the alleged gross negligence or willful misconduct. The indemnification provided
for in this Section shall survive the termination of this Agreement and shall
extend and continue to benefit each individual or entity who is or has at any
time been an Indemnified Person hereunder.

         13. WAIVER AND AGREEMENT. Neither the failure nor any delay on the part
of Lender to exercise any right, power or privilege herein or under any of the
other Loan Documents shall operate as a waiver thereof, nor shall any single or
partial exercise of such right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. No
waiver of any provision in this Agreement or in any of the other Loan Documents
and no departure by Borrower therefrom shall be effective unless the same shall
be in writing and signed by Lender, and then shall be effective only in the
specific instance and for the purpose for which given and to the extent
specified in such writing. No modification or amendment to this Agreement or to
any of the other Loan Documents shall be valid or effective unless the same is
signed by the party against whom it is sought to be enforced.

         14. BENEFITS. This Agreement shall be binding upon and inure to the
benefit of Lender and Borrower, and their respective successors and assigns,
provided, however, that Borrower may not, without the prior written consent of
Lender, assign any rights, powers, duties or obligations under this Agreement or
any of the other Loan Documents.

LOAN AND SECURITY AGREEMENT  - Page  19




<PAGE>


         15. NOTICES. All notices, requests, demands or other communications
required or permitted to be given pursuant to this Agreement shall be in writing
and given by (a) personal delivery, (b) expedited delivery service with proof of
delivery, or (c) United States mail, postage prepaid, registered or certified
mail, return receipt requested, sent to the intended addressee at the address
set forth on the signature page hereof and shall be deemed to have been received
either, in the case of personal delivery, as of the time of personal delivery,
in the case of expedited delivery service, as of the time of the expedited
delivery and in the manner provided herein, or in the case of mail, upon the
third day after deposit in a depository receptacle under the care and custody of
the United States Postal Service. Either party shall have the right to change
its address for notice hereunder to any other location within the continental
United States by notice to the other party of such new address at least thirty
(30) days prior to the effective date of such new address.

         16. CONSTRUCTION. This Agreement and the other Loan Documents have been
executed and delivered in the State of Texas, shall be governed by and construed
in accordance with the laws of the State of Texas, and shall be performable by
the parties hereto in the county in Texas where the Lender's address set forth
on the signature page hereof is located.

         17. INVALID PROVISIONS. If any provision of this Agreement or any of
the other Loan Documents are held to be illegal, invalid or unenforceable under
present or future laws, such provision shall be fully severable and the
remaining provisions of this Agreement or any of the other Loan Documents shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance.

         18. EXPENSES. Borrower shall pay all costs and expenses (including,
without limitation, reasonable attorneys' fees) in connection with (a) the
drafting and execution of the Loan Documents and the transactions contemplated
therein (b) any action required in the course of administration of the
indebtedness and obligations evidenced by the Loan Documents, and (c) any action
in the enforcement of Lender's rights upon the occurrence of an Event of
Default.

         19. PARTICIPATION OF THE LOANS. Borrower agrees that Lender may, at its
option, sell interests in the Loans and its rights under this Agreement to a
financial institution or institutions and, in connection with each such sale,
Lender may disclose any financial and other information available to Lender
concerning Borrower to each perspective purchaser subject to obtaining a
confidentiality agreement with each prospective purchaser prior to disclosing
Borrower's confidential information.

         20. CONFLICTS. In the event any term or provision hereof is
inconsistent with or conflicts with any provision of the other Loan Documents,
the terms and provisions contained in this Agreement shall be controlling.

         21. COUNTERPARTS. This Agreement may be separately executed in any
number of counterparts, each of which shall be an original, but all of which,
taken together, shall be deemed to constitute one and the same instrument.

         22. AMENDMENT AND CONSOLIDATION. This Agreement is an amendment,
restatement and consolidation of the Original Loan Agreement and the Original
Security Agreement.


LOAN AND SECURITY AGREEMENT  - Page  20




<PAGE>


                            NOTICE OF FINAL AGREEMENT

         THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES, AND THE SAME MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK









LOAN AND SECURITY AGREEMENT  - Page  21

<PAGE>


             AGREED and accepted as of the date first written above.

LENDER:                                            ADDRESS:

ARDINGER FAMILY PARTNERSHIP, LTD.                  1990 Lakepointe Drive,
                                                   Lewisville, TX  75057
By: _________________________
Name: H.T. Ardinger, Jr.
Title: General Partner

BORROWER:                                          ADDRESS:

VIEWCAST.COM, INC.

By: _______________________                        17300 N. Dallas Parkway
Name:______________________                        Suite 2000
Title:_____________________                        Dallas, TX  75248

OSPREY TECHNOLOGIES, INC.

By: _______________________                        17300 N. Dallas Parkway
Name:______________________                        Suite 2000
Title:_____________________                        Dallas, TX  75248


VIDEOWARE, INC.

By: _______________________                        17300 N. Dallas Parkway
Name:______________________                        Suite 2000
Title:_____________________                        Dallas, TX  75248
















LOAN AND SECURITY AGREEMENT  - Page  22




<PAGE>


STATE OF TEXAS            Section
COUNTY___________________ Section

         This instrument was acknowledged before me on October __, 2003, by
HORACE T. ARDINGER, JR., the General Partner of the ARDINGER FAMILY TRUST, LTD.


         [SEAL]                             ____________________________________
                                            Notary Public, State of Texas


STATE OF TEXAS            Section
COUNTY OF________________ Section

         This instrument was acknowledged before me on October __, 2003, by
________________, the ____________________ of VIEWCAST.COM, INC.

         [SEAL]                             ____________________________________
                                            Notary Public, State of Texas



STATE OF TEXAS            Section
COUNTY OF________________ Section

         This instrument was acknowledged before me on October __, 2003, by
________________, the ____________________ of OSPREY TECHNOLOGIES, INC.

         [SEAL]                             ____________________________________
                                            Notary Public, State of Texas


STATE OF TEXAS            Section
COUNTY OF________________ Section

         This instrument was acknowledged before me on October __, 2003, by
________________, the ____________________ of VIDEOWARE, INC.

         [SEAL]                             ____________________________________
                                            Notary Public, State of Texas





LOAN AND SECURITY AGREEMENT  - Page  23




<PAGE>


                                    EXHIBIT A

                  TRADEMARKS, PATENTS, COPYRIGHTS AND LICENSES













LOAN AND SECURITY AGREEMENT  - Page  24



<PAGE>


                                    EXHIBIT B
                              AMENDED AND RESTATED
                                PROMISSORY NOTE
                            (REVOLVING CREDIT NOTE)

$2,000,000.00                                                   October 15, 2003

         FOR VALUE RECEIVED, on or before the Revolving Maturity Date,
VIEWCAST.COM, INC. a Delaware corporation, OSPREY TECHNOLOGIES, INC., a Delaware
corporation, and VIDEOWARE, INC., a Delaware corporation (jointly and severally,
"Borrower"), promises to pay to the order of ARDINGER FAMILY PARTNERSHIP, LTD.
("Lender") at its offices at 1990 Lakepointe Drive, Lewisville, TX 75057 the
principal amount of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) or such which
is outstanding from time to time (the "Total Principal Amount") under this
promissory note ("Note"), together with interest on such portion of the Total
Principal Amount which has been advanced to Borrower from the date advanced
until paid at a rate per annum equal to the lesser of (a) the Maximum Rate (as
defined below), (b) a rate (the "Contract Rate") equal to the sum of (i) the
Prime Rate (as defined below), plus (ii) three percent (3%), or (c) nine and
one-half percent (9.50%), each change in the rate to be charged on this Note to
become effective without notice to Borrower on the effective date of each such
change in the Maximum Rate or the Prime Rate, as the case may be; provided,
however, that if at any time the Contract Rate shall exceed the Maximum Rate,
thereby causing the interest on this Note to be limited to the Maximum Rate,
then any subsequent reduction in the Prime Rate shall not reduce the rate of
interest on this Note below the Maximum Rate until the total amount of interest
accrued on this Note equals the amount of interest which would have accrued on
this Note if the Contract Rate had at all times been in effect.

         "Prime Rate" means the rate of interest per annum which is equal to the
variable rate of interest per annum equal to the prime rate as published from
time to time in the "Money Rates" table of The Wall Street Journal (Southwest
Edition) as of the date of this Note and as of the first Business Day of each
calendar year thereafter. If the prime rate is no longer published in the "Money
Rates" table of The Wall Street Journal (Southwest Edition), then Lender will
choose a substitute index that is based upon comparable information. "Maximum
Rate," means at the particular time in question the maximum rate of interest
that, under applicable law, may then be charged on this Note.

         The principal balance of and all accrued but unpaid interest on this
Note shall be due and payable as follows:

         (a)  Interest shall be due and payable on demand as it accrues; and

         (b) Thereafter, one (1) final installment of all outstanding principal
         and all accrued and unpaid interest hereunder shall be due and payable
         on the Revolving Maturity Date.

         This Note evidences Indebtedness from time to time owing by Borrower to
Lender pursuant to that certain Amended and Restated Loan and Security Agreement
dated as of October 15, 2003 by and between Borrower and Lender (as amended,
restated and modified from

Amended and Restated Promissory Note - Page 1




<PAGE>


time to time, the "Loan Agreement"). The holder of this Note is entitled to the
benefits and security provided in the Loan Documents. This Note is the note
referred to in the Loan Agreement as the "Revolving Credit Note." Capitalized
terms not otherwise defined herein, shall have the same meanings as in the Loan
Agreement.

         Under the Loan Agreement, and pursuant to the terms thereof, Borrower
may request advances and make payments hereunder from time to time, provided
that it is understood and agreed that the aggregate principal amount outstanding
from time to time hereunder shall not at any time exceed the Total Principal
Amount. The unpaid balance of this Note shall increase and decrease with each
new advance or payment hereunder, as the case may be. This Note shall not be
deemed terminated or canceled prior to the Revolving Maturity Date set forth for
this Note, although the entire principal balance hereof may from time to time be
paid in full. Pursuant to the terms of the Loan Agreement, Borrower may borrow,
repay and reborrow hereunder. Unless otherwise agreed to in writing, or
otherwise required by applicable law, payments will be applied first to unpaid
accrued interest, then to principal, and any remaining amount to any unpaid
collection costs, delinquency charges and other charges; provided, however, upon
occurrence of another Event of Default, Lender reserves the right to apply
payments among principal, interest, delinquency charges, collection costs and
other charges, at its discretion. All payments of principal or interest on this
Note shall be made in lawful money of the United States of America in
immediately available funds, at the address of Lender indicated above, or such
other place as the holder of this Note shall designate in writing to Borrower.
If any payment of principal or interest on this Note shall become due on a day,
which is not a Business Day (as hereinafter defined), such payment shall be made
on the next succeeding Business Day and any such extension of time shall be
included in computing interest in connection with such payment. As used herein,
the term "Business Day" shall mean any day other than a Saturday, Sunday or any
other day on which national banking associations are authorized to be closed.
The books and records of Lender shall be prima facie evidence of all outstanding
principal and accrued and unpaid interest on this Note.

         Borrower agrees that upon the occurrence of any one or more Events of
Default the holder of this Note may, at its option, without further notice or
demand, (i) declare the outstanding principal balance of and accrued but unpaid
interest on this Note at once due and payable, (ii) foreclose all liens securing
payment hereof, (iii) pursue any and all other rights, remedies and resources
available to the holder hereof, including but not limited to any such rights,
remedies or resources under the Loan Documents, at law or in equity, or (iv)
pursue any combination of the foregoing.

         The failure to exercise the option to accelerate the maturity of this
Note or any other right, remedy or recourse available to the holder hereof upon
the occurrence of an Event of Default hereunder shall not constitute a waiver of
the right of the holder of this Note to exercise the same at that time or at any
subsequent time with respect to such Event of Default or any other Event of
Default. The rights, remedies and resources of the holder hereof, as provided in
this Note and in any of the other Loan Documents, shall be cumulative and
concurrent and may be pursued separately, successively or together as often as
occasion therefore shall arise, at the sole discretion of the holder hereof. The
acceptance by the holder hereof of any payment under this Note which is less
than the payment in full of all amounts due and payable at the time of such
payment shall not (i) constitute a waiver of or impair, reduce, release or
extinguish any right, remedy or recourse of the holder hereof, or nullify any
prior exercise of any such right, remedy

Amended and Restated Promissory Note - Page 2




<PAGE>


or recourse, or (ii) impair, reduce, release or extinguish the obligations of
any party liable under any of the Loan Documents as originally provided herein
or therein.

         This Note and all of the other Loan Documents are intended to be
performed in accordance with, and only to the extent permitted by, all
applicable usury laws. If any provision hereof or of any of the other Loan
Documents or the application thereof to any person or circumstance shall, for
any reason and to any extent, be invalid or unenforceable, neither the
application of such provision to any other person or circumstance nor the
remainder of the instrument in which such provision is contained shall be
affected thereby and shall be enforced to the greatest extent permitted by law.
It is expressly stipulated and agreed to be the intent of the holder hereof to
at all times comply with the usury and other applicable laws now or hereafter
governing the interest payable on the indebtedness evidenced by this Note. If
the applicable law is ever revised, repealed or judicially interpreted so as to
render usurious any amount called for under this Note or under any of the other
Loan Documents, or contracted for, charged, taken, reserved or received with
respect to the indebtedness evidenced by this Note, or if Lender's exercise of
the option to accelerate the Revolving Maturity of this Note, or if any
prepayment by Borrower results in Borrower having paid any interest in excess of
that permitted by law, then it is the express intent of Borrower and Lender that
all excess amounts theretofore collected by Lender be credited on the principal
balance of this Note (or, if this Note and all other indebtedness arising under
or pursuant to the other Loan Documents have been paid in full, refunded to
Borrower), and the provisions of this Note and the other Loan Documents
immediately be deemed reformed and the amounts thereafter collectable hereunder
and thereunder reduced, without the necessity of the execution of any new
document, so as to comply with the then applicable law, but so as to permit the
recovery of the fullest amount otherwise called for hereunder or thereunder. All
sums paid, or agreed to be paid, by Borrower for the use, forbearance,
detention, taking, charging, receiving or reserving of the indebtedness of
Borrower to Lender under this Note or arising under or pursuant to the other
Loan Documents shall, to the maximum extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the full term of such
indebtedness until payment in full so that the rate or amount of interest on
account of such indebtedness does not exceed the usury ceiling from time to time
in effect and applicable to such indebtedness for so long as such indebtedness
is outstanding. To the extent federal law permits Lender to contract for, charge
or receive a greater amount of interest, Lender will rely on federal law instead
of the Texas Finance Code, as supplemented by Texas Credit Title for the purpose
of determining the Maximum Rate. Additionally, to the maximum extent permitted
by applicable law now or hereafter in effect, Lender may, at its option and from
time to time, implement any other method of computing the Maximum Rate under the
Texas Finance Code, as supplemented by Texas Credit Title, or under other
applicable law by giving notice, if required, to Borrower as provided by
applicable law now or hereafter in effect. Notwithstanding anything to the
contrary contained herein or in any of the other Loan Documents, it is not the
intention of Lender to accelerate the Revolving Maturity of any interest that
has not accrued at the time of such acceleration or to collect unearned interest
at the time of such acceleration.

         If this Note is placed in the hands of an attorney for collection, or
is collected in whole or in part by suit or through probate, bankruptcy or other
legal proceedings of any kind, Borrower agrees to pay, in addition to all other
sums payable hereunder, all costs and expenses of collection, including but not
limited to reasonable attorneys' fees.

Amended and Restated Promissory Note - Page 3



<PAGE>



         Borrower and any and all endorsers and guarantors of this Note
severally waive presentment for payment, notice of nonpayment, protest, demand,
notice of protest, notice of intent to accelerate, notice of acceleration and
dishonor, diligence in enforcement and indulgences of every kind and without
further notice hereby agree to renewals, extensions, exchanges or releases of
collateral, taking of additional collateral, indulgences or partial payments,
either before or after Revolving Maturity.

         THIS NOTE IS GIVEN IN AMENDMENT, RESTATEMENT AND EXTENSION, BUT NOT
EXTINGUISHMENT OF ALL AMOUNTS LEFT OWING AND UNPAID UNDER THAT CERTAIN
PROMISSORY NOTE DATED OCTOBER 22, 1998 (AS THE SAME HAS BEEN AMENDED, MODIFIED
OR RESTATED TO EVEN DATE HEREWITH), EXECUTED BY BORROWER AND PAYABLE TO THE
ORDER OF LENDER IN THE ORIGINAL PRINCIPAL AMOUNT OF $9,000.000.00.

         THIS NOTE HAS BEEN EXECUTED UNDER, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, EXCEPT AS SUCH LAWS ARE
PREEMPTED BY APPLICABLE FEDERAL LAWS.

                     REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

Amended and Restated Promissory Note - Page 4




<PAGE>


         EXECUTED as of the date first written above.

BORROWER:

VIEWCAST.COM, INC.

By: _________________________

Name:________________________

Title:_______________________


OSPREY TECHNOLOGIES, INC.

By: _________________________

Name:________________________

Title:_______________________


VIDEOWARE, INC.

By: _________________________

Name:________________________

Title:_______________________




Amended and Restated Promissory Note - Page 5




<PAGE>


                                    EXHIBIT C
                                PROMISSORY NOTE
                                  (TERM NOTE)

$6,909,582.25                                                   October 15, 2003

         FOR VALUE RECEIVED, on or before the Term Maturity Date, VIEWCAST.COM,
INC. a Delaware corporation, OSPREY TECHNOLOGIES, INC., a Delaware corporation,
and VIDEOWARE, INC., a Delaware corporation (jointly and severally, "Borrower"),
promises to pay to the order of ARDINGER FAMILY PARTNERSHIP, LTD. a Texas
partnership ("Lender") at its offices at 1990 Lakepointe Drive, Lewisville, TX
75057 the principal amount of SIX MILLION NINE HUNDRED AND NINE THOUSAND FIVE
HUNDRED AND EIGHTY-TWO AND 25/100 DOLLARS ($6,909,582.25) or such which is
outstanding from time to time (the "Total Principal Amount") under this
promissory note ("Note"), together with interest on the Total Principal Amount
from the date hereof until paid at a fluctuating rate per annum which shall from
be equal to the lesser of (a) the Maximum Rate (as defined below), (b) a rate
(the "Contract Rate") equal to the sum of (i) the Prime Rate (as defined below),
plus (ii) three percent (3%), or (c) nine and one-half percent (9.50%), each
change in the rate to be charged on this Note to become effective without notice
to Borrower on the effective date of each such change in the Maximum Rate or the
Prime Rate, as the case may be; provided, however, that if at any time the
Contract Rate shall exceed the Maximum Rate, thereby causing the interest on
this Note to be limited to the Maximum Rate, then any subsequent reduction in
the Prime Rate shall not reduce the rate of interest on this Note below the
Maximum Rate until the total amount of interest accrued on this Note equals the
amount of interest which would have accrued on this Note if the Contract Rate
had at all times been in effect.

         "Prime Rate" means the rate of interest per annum which is equal to the
variable rate of interest per annum equal to the prime rate as published from
time to time in the "Money Rates" table of The Wall Street Journal (Southwest
Edition) as of the date of this Note and as of the first Business Day of each
calendar year thereafter. If the prime rate is no longer published in the "Money
Rates" table of The Wall Street Journal (Southwest Edition), then Lender will
choose a substitute index that is based upon comparable information. "Maximum
Rate," means at the particular time in question the maximum rate of interest
that, under applicable law, may then be charged on this Note.

         The principal balance of and all accrued but unpaid interest on this
Note shall be due and payable as follows:

         (a) Thirty (33) consecutive monthly principal payments in the amount
         equal to a thirty (30) year amortization (monthly) of the Total
         Principal Amount outstanding as of the date of this Note shall be due
         and payable commencing on April 30, 2004 and continuing on the last day
         of each calendar month thereafter; and

         (b) One (1) final installment of all outstanding principal and all
         accrued and unpaid interest hereunder shall be due and payable on the
         Term Maturity Date.

At maturity (whether by acceleration or otherwise), Borrower must repay the
entire principal balance of this Note and unpaid interest then due. Lender is
under no obligation to refinance the

Promissory Note - Page 1


<PAGE>


Term Loan at that time. Borrower will, therefore, be required to make payment
out of other assets Borrower may own; or Borrower will have to find a lender
willing to lend Borrower the money at prevailing market rates, which may be
considerably higher than the interest rate on the Loan.

         This Note evidences Indebtedness owing by Borrower to Lender pursuant
to that certain Amended and Restated Loan and Security Agreement dated as of
October 15, 2003 by and between Borrower and Lender (as amended, restated and
modified from time to time, the "Loan Agreement"). The holder of this Note is
entitled to the benefits and security provided in the Loan Documents. This Note
is the note referred to in the Loan Agreement as the "Term Note." Capitalized
terms not otherwise defined herein, shall have the same meanings as in the Loan
Agreement. This Note may be prepaid in whole or in part at any time. This Note
is subject to the mandatory prepayment provisions set forth in the Loan
Agreement.

         Unless otherwise agreed to in writing, or otherwise required by
applicable law, payments will be applied first to unpaid accrued interest, then
to principal, and any remaining amount to any unpaid collection costs,
delinquency charges and other charges; provided, however, upon occurrence of
another Event of Default, Lender reserves the right to apply payments among
principal, interest, delinquency charges, collection costs and other charges, at
its discretion. All payments of principal or interest on this Note shall be made
in lawful money of the United States of America in immediately available funds,
at the address of Lender indicated above, or such other place as the holder of
this Note shall designate in writing to Borrower. If any payment of principal or
interest on this Note shall become due on a day, which is not a Business Day (as
hereinafter defined), such payment shall be made on the next succeeding Business
Day and any such extension of time shall be included in computing interest in
connection with such payment. As used herein, the term "Business Day" shall mean
any day other than a Saturday, Sunday or any other day on which national banking
associations are authorized to be closed. The books and records of Lender shall
be prima facie evidence of all outstanding principal and accrued and unpaid
interest on this Note.

         Borrower agrees that upon the occurrence of any one or more Events of
Default the holder of this Note may, at its option, without further notice or
demand, (i) declare the outstanding principal balance of and accrued but unpaid
interest on this Note at once due and payable, (ii) foreclose all liens securing
payment hereof, (iii) pursue any and all other rights, remedies and resources
available to the holder hereof, including but not limited to any such rights,
remedies or resources under the Loan Documents, at law or in equity, or (iv)
pursue any combination of the foregoing.

         The failure to exercise the option to accelerate the maturity of this
Note or any other right, remedy or recourse available to the holder hereof upon
the occurrence of an Event of Default hereunder shall not constitute a waiver of
the right of the holder of this Note to exercise the same at that time or at any
subsequent time with respect to such Event of Default or any other Event of
Default. The rights, remedies and resources of the holder hereof, as provided in
this Note and in any of the other Loan Documents, shall be cumulative and
concurrent and may be pursued separately, successively or together as often as
occasion therefore shall arise, at the sole discretion of the holder hereof. The
acceptance by the holder hereof of any payment under this Note which is less
than the payment in full of all amounts due and payable at the time of such
payment shall not (i) constitute a waiver of or impair, reduce, release or
extinguish any right,

Promissory Note - Page 2


<PAGE>


remedy or recourse of the holder hereof, or nullify any prior exercise of any
such right, remedy or recourse, or (ii) impair, reduce, release or extinguish
the obligations of any party liable under any of the Loan Documents as
originally provided herein or therein.

         This Note and all of the other Loan Documents are intended to be
performed in accordance with, and only to the extent permitted by, all
applicable usury laws. If any provision hereof or of any of the other Loan
Documents or the application thereof to any person or circumstance shall, for
any reason and to any extent, be invalid or unenforceable, neither the
application of such provision to any other person or circumstance nor the
remainder of the instrument in which such provision is contained shall be
affected thereby and shall be enforced to the greatest extent permitted by law.
It is expressly stipulated and agreed to be the intent of the holder hereof to
at all times comply with the usury and other applicable laws now or hereafter
governing the interest payable on the indebtedness evidenced by this Note. If
the applicable law is ever revised, repealed or judicially interpreted so as to
render usurious any amount called for under this Note or under any of the other
Loan Documents, or contracted for, charged, taken, reserved or received with
respect to the indebtedness evidenced by this Note, or if Lender's exercise of
the option to accelerate the Term Maturity of this Note, or if any prepayment by
Borrower results in Borrower having paid any interest in excess of that
permitted by law, then it is the express intent of Borrower and Lender that all
excess amounts theretofore collected by Lender be credited on the principal
balance of this Note (or, if this Note and all other indebtedness arising under
or pursuant to the other Loan Documents have been paid in full, refunded to
Borrower), and the provisions of this Note and the other Loan Documents
immediately be deemed reformed and the amounts thereafter collectable hereunder
and thereunder reduced, without the necessity of the execution of any new
document, so as to comply with the then applicable law, but so as to permit the
recovery of the fullest amount otherwise called for hereunder or thereunder. All
sums paid, or agreed to be paid, by Borrower for the use, forbearance,
detention, taking, charging, receiving or reserving of the indebtedness of
Borrower to Lender under this Note or arising under or pursuant to the other
Loan Documents shall, to the maximum extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the full term of such
indebtedness until payment in full so that the rate or amount of interest on
account of such indebtedness does not exceed the usury ceiling from time to time
in effect and applicable to such indebtedness for so long as such indebtedness
is outstanding. To the extent federal law permits Lender to contract for, charge
or receive a greater amount of interest, Lender will rely on federal law instead
of the Texas Finance Code, as supplemented by Texas Credit Title for the purpose
of determining the Maximum Rate. Additionally, to the maximum extent permitted
by applicable law now or hereafter in effect, Lender may, at its option and from
time to time, implement any other method of computing the Maximum Rate under the
Texas Finance Code, as supplemented by Texas Credit Title, or under other
applicable law by giving notice, if required, to Borrower as provided by
applicable law now or hereafter in effect. Notwithstanding anything to the
contrary contained herein or in any of the other Loan Documents, it is not the
intention of Lender to accelerate the Term Maturity of any interest that has not
accrued at the time of such acceleration or to collect unearned interest at the
time of such acceleration.

         If this Note is placed in the hands of an attorney for collection, or
is collected in whole or in part by suit or through probate, bankruptcy or other
legal proceedings of any kind, Borrower agrees to pay, in addition to all other
sums payable hereunder, all costs and expenses of collection, including but not
limited to reasonable attorneys' fees.

Promissory Note - Page 3


<PAGE>


         Borrower and any and all endorsers and guarantors of this Note
severally waive presentment for payment, notice of nonpayment, protest, demand,
notice of protest, notice of intent to accelerate, notice of acceleration and
dishonor, diligence in enforcement and indulgences of every kind and without
further notice hereby agree to renewals, extensions, exchanges or releases of
collateral, taking of additional collateral, indulgences or partial payments,
either before or after Term Maturity.

         THIS NOTE IS GIVEN IN AMENDMENT, RESTATEMENT AND EXTENSION, BUT NOT
EXTINGUISHMENT OF ALL AMOUNTS LEFT OWING AND UNPAID UNDER THAT CERTAIN
PROMISSORY NOTE DATED OCTOBER 22, 1998 (AS THE SAME HAS BEEN AMENDED, MODIFIED
OR RESTATED TO EVEN DATE HEREWITH), EXECUTED BY BORROWER AND PAYABLE TO THE
ORDER OF LENDER IN THE ORIGINAL PRINCIPAL AMOUNT OF $9,000.000.00.

         THIS NOTE HAS BEEN EXECUTED UNDER, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, EXCEPT AS SUCH LAWS ARE
PREEMPTED BY APPLICABLE FEDERAL LAWS.

                     REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


Promissory Note - Page 4


<PAGE>


         EXECUTED as of the date first written above.

BORROWER:

VIEWCAST.COM, INC.

By: _________________________

Name:________________________

Title:_______________________

OSPREY TECHNOLOGIES, INC.

By: _________________________

Name:________________________

Title:_______________________

VIDEOWARE, INC.

By: _________________________

Name:________________________

Title:_______________________









Promissory Note - Page 5