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                                                                   EXHIBIT 10.18

                   SENIOR LOAN AND SECURITY AGREEMENT NO. 4673

THIS SENIOR LOAN AND SECURITY AGREEMENT NO. 4673 (this "Security Agreement") is
dated as of June 23, 2000 between RESOURCE/PHOENIX, INC., a California
corporation ("Borrower") and LEASE MANAGEMENT ASSOCIATES, INC., a Nevada
corporation ("Lender").

                                    RECITALS

      A.    Borrower desires to borrow from Lender in one or more borrowings the
Commitment amount as defined in Section 3(a)(ii) below, and Lender desires to
loan, subject to the terms and conditions herein set forth, such amount to
Borrower (each, a "Loan" and collectively, the "Loans"). Such borrowings shall
be evidenced by one or more Senior Secured Promissory Notes (each, a "Note" and
collectively, the "Notes"), in the form attached hereto.

      B.    As security for Borrower's obligations to Lender under this Security
Agreement, the Notes and any other agreement between Borrower and Lender,
Borrower will grant to Lender hereunder a first priority security interest in
the items described on Exhibit A ( the "Collateral").

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

SECTION 1. TERM OF AGREEMENT. The term of this Security Agreement begins on the
date set forth above and shall continue thereafter and be in effect so long as
and at any time any Note entered into pursuant to this Security Agreement is in
effect. The Term and monthly payment amount payable with respect to each item of
Collateral shall be as set forth in and as stated in the respective Note(s). The
terms of each Note hereto are subject to all conditions and provisions of this
Security Agreement as it may at any time be amended. Each Note shall constitute
a separate and independent Loan and contractual obligation of Borrower and shall
incorporate the terms and conditions of this Security Agreement and any
additional provisions contained in such Note. In the event of a conflict between
the terms and conditions of this Security Agreement and any provisions of such
Note, the provisions of such Note shall prevail with respect to such Note only.

SECTION 2. NON-CANCELABLE LOAN. This Security Agreement and each Note cannot be
canceled or terminated except as expressly provided herein. Borrower agrees that
its obligations to pay all monthly payment amounts and other sums payable
hereunder (and under any Note) and the rights of Lender and any assignee in and
to such monthly payment amounts and other sums, are absolute and unconditional
and are not subject to any abatement, reduction, setoff, defense, counterclaim
or recoupment due or alleged to be due to, or by reason of, any past, present or
future claims which Borrower may have against Lender, any assignee, the
manufacturer or seller of the Collateral, or against any person for any reason
whatsoever.

SECTION 3. LENDER COMMITMENT. (a) General Terms. Subject to the terms and
conditions of this Security Agreement, Lender hereby agrees to make one or more
senior secured Loans to Borrower, subject to the following conditions: (i) each
Loan shall be evidenced by a Note; (ii) the total principal amount of the Loans
shall not exceed $3,000,000 in the aggregate (the "Commitment"); (iii) at the
time of each Loan, no Event of Default or event which with the giving of notice
or passage of time, or both, could become an Event of Default shall have
occurred, as reasonably determined by Lender, and certified by Borrower; (iv) at
the time of each Loan, Borrower has reimbursed Lender for all UCC filing costs,
inspection and labeling costs, and appraisal fees, if any; (v) for each Loan,
Borrower shall present to



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Lender a list of proposed Collateral for approval by Lender in its sole
discretion; (vi) for each Loan, Borrower shall have provided Lender with each of
the closing documents described in Exhibit B hereto (which documents shall be in
form and substance reasonably acceptable to Lender); (vii) there shall be no
material adverse change in Borrower's condition, financial or otherwise, that
would materially impair the ability of Borrower to meet its payment and other
obligations under this Loan (a "Material Adverse Effect") as reasonably
determined by Lender, and Borrower so certifies, from (yy) the date of the most
recent financial statements delivered by Borrower to Lender to (zz) the date of
the proposed Loan; (viii) Borrower shall use the proceeds of all Loans hereunder
to purchase or reimburse the purchase of Collateral; (ix) prior to each funding
Lender has confirmed that Borrower's financial condition is satisfactory to
Lender; and (x) Lender has received in form and substance acceptable to Lender:
(a) Borrower's interim financial statements signed by a financial officer of
Borrower, (b) Borrower's business plan and/or projections as may be amended from
time to time; and (c) complete copies of the Borrower's audit reports for its
most recent fiscal year, which shall include at least Borrower's balance sheet
as of the close of such year, and Borrower's statement of income and retained
earnings and of changes in financial position for such year, prepared on a
consolidated basis and certified by independent public accountants. Such
certificate shall not be qualified or limited because of restricted or limited
examination by such accountant of any material portion of the Borrower's
records. Such reports shall be prepared in accordance with generally accepted
accounting principles and practices consistently applied.

      (b)   The Notes. Each Loan shall be evidenced by a Note. Each Note shall
bear interest and be payable at the times and in the manner provided therein.
Following payment of the Indebtedness related to each Note, Lender shall return
such Note, marked "cancelled," to Borrower. Borrower has the ability to prepay
all, but not fewer than all, outstanding Notes in whole but not in part. The
prepayment amount shall be the remaining Note Balance shown on the GAAP
Accounting for RESOURCE/PHOENIX, INC., Note 1 plus 20% of the original principal
amount of each outstanding Note calculated in accordance with End of Loan
Position Section 29. The prepayment conditions are as follows: (a) Borrower must
provide Lender with at least five (5) days' advance written notice of its
intention to prepay; and (b) the prepayment date must fall on a regular monthly
payment date.

SECTION 4. SECURITY INTERESTS. (a) Borrower hereby grants to Lender a first
security interest in all Collateral; (b) This Security Agreement secures (i) the
payment of the principal of and interest on the Notes and all other sums due
thereunder and under this Security Agreement (the "Indebtedness") and (ii) the
performance by Borrower of all of its other covenants now or hereafter existing
under the Notes, this Security Agreement and any other obligation owed by
Borrower to Lender (the "Obligations").

SECTION 5. BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants that (a) it is in good standing under the laws of the state of its
formation, duly qualified to do business and will remain duly qualified during
the term of each Loan in each state where necessary to carry on its present
business and operations, including the jurisdiction(s) where the Collateral will
be located as specified on each Exhibit A to each Note, except where failure to
be so qualified would not have a Material Adverse Effect; (b) it has full
authority to execute and deliver this Security Agreement and the Notes and
perform the terms hereof and thereof, and this Security Agreement and the Notes
have been duly authorized, executed and delivered and constitute valid and
binding obligations of Borrower enforceable in accordance with their terms; (c)
the execution and delivery of this Security Agreement and the Notes will not
contravene any law, regulation or judgment affecting Borrower or result in any
breach of any material agreement or other instrument binding on Borrower; (d) no
consent of Borrower's shareholders or holder of any indebtedness, or filing
with, or approval of, any governmental agency or commission, which has not
already been obtained or performed, as appropriate, is a condition to the
performance of the terms of this Security Agreement or the Notes; (e) there is
no action or proceeding



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pending or threatened against Borrower before any court or administrative agency
which might have a Material Adverse Effect on the business, financial condition
or operations of Borrower; (f) at the time any Loan is made hereunder, Borrower
owns and will keep all of the Collateral free and clear of all liens, claims and
encumbrances, and, except for this Security Agreement, there is no deed of
trust, mortgage, security agreement or other third party interest against any of
the Collateral other than Permitted Liens (as defined below); (g) at the time
any Loan is made hereunder, Borrower has good and marketable title to the
Collateral; (h) at the time any Loan is made hereunder, all Collateral has been
received, installed and is ready for use and is satisfactory in all respects for
the purposes of this Security Agreement; (i) the Collateral is, and will remain
at all times under applicable law, removable personal property, which is free
and clear of any lien or encumbrance except in favor of Lender other than
Permitted Liens (as defined below), notwithstanding the manner in which the
Collateral may be attached to any real property; (j) all credit and financial
information submitted to Lender herewith or at any other time is and will at the
time given be true and correct in all material respects; and (k) the security
interest granted to Lender hereunder is a first priority security interest, and
(l) on or before January 1, 2000, Borrower's computer system shall be Year 2000
performance compliant and will thus be able to accurately process date data
from, into and between the twentieth and twenty-first centuries including leap
year calculations. "Permitted Liens" shall mean and include: (i) liens for taxes
or other governmental charges not at the time delinquent or thereafter payable
without penalty or being contested in good faith; and (ii) liens of carriers,
warehousemen, mechanics, materialmen, vendors, landlords and other liens arising
by operation of law incurred in the ordinary course of business.

SECTION 6. METHOD AND PLACE OF PAYMENT. Borrower shall pay to Lender, at such
address as Lender specifies in writing, all amounts payable to it under this
Security Agreement and the Notes.

SECTION 7. LOCATION; INSPECTION; LABELS. All of the Collateral shall be located
at the address (the "Collateral Location") shown on Exhibit A to each Note and
shall not be moved without Lender's prior written consent which location shall
in all events be within the United States. All of the records regarding the
Collateral shall be located at 2401 Kerner Boulevard, San Rafael, California
94901, or such other location of which Borrower has given notice to Lender in
accordance with this Security Agreement. Lender shall have the right to inspect
Collateral, including records relating thereto, and Borrower's books and records
at any time (upon reasonable notification) during regular business hours, such
books and records to be maintained in accordance with generally accepted
accounting principles. Borrower shall be responsible for all labor, material and
freight charges incurred in connection with any removal or relocation of
Collateral which is requested by Borrower and consented to by Lender, as well as
for any charges due to the installation or moving of the Collateral. Payments
under the Notes and under this Security Agreement shall continue during any
period in which the Collateral is in transit during a relocation. During
Borrower's regular business hours and upon at least two days' notice to
Borrower, Lender or its agent shall mark and label Collateral, which labels (to
be provided by Lender) shall state that such Collateral is subject to a security
interest of Lender, and Borrower shall keep such labels on the Collateral as so
labeled.

SECTION 8. COLLATERAL MAINTENANCE. (a) General. Upon reasonable notice, Borrower
will permit Lender to inspect each item of Collateral and its maintenance
records during Borrower's regular business hours. Borrower will at its sole
expense comply with all applicable laws, rules, regulations, requirements and
orders with respect to the use, maintenance, repair, condition, storage and
operation of each item of Collateral. Any addition or improvement that is so
required or cannot be so removed will immediately become Collateral of Lender.
(b) Service and Repair. Borrower will at its sole expense maintain and service
and repair any damage to each item of Collateral in a manner consistent



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with prudent industry practice and Borrower's own practice so that such item of
Collateral is at all times (i) in the same condition as when delivered to
Borrower, except for ordinary wear and tear, and (ii) in good operating order
for the function intended by its manufacturer's warranties and recommendations.

SECTION 9. LOSS OR DAMAGE. Borrower assumes the entire risk of loss to the
Collateral through use, operation or otherwise. Borrower hereby indemnifies and
holds harmless Lender from and against all claims, loss of Loan payments, costs,
damages, and expenses relating to or resulting from any loss, damage or
destruction of the Collateral, any such occurrence being hereinafter called a
"Casualty Occurrence." Notwithstanding any Casualty Occurrence, the Loan to
which such casualtied item of Collateral is subject shall continue in full force
and effect without any abatement in the monthly payment due. Borrower shall, at
its election, (a) no later than thirty (30) days after such Casualty Occurrence
repair the Collateral returning it to good operating condition, (b) no later
than thirty (30) days after such Casualty Occurrence replace the Collateral with
Collateral acceptable to Lender in its reasonable discretion, in good condition
and repair taking all steps required by Lender to perfect Lender's first
priority security interest therein, which replacement Collateral shall be
subject to the terms of this Security Agreement, or (c) on the next regular
monthly payment date which falls after such thirty (30) days, or if there is no
such payment date, thirty (30) days after such Casualty Occurrence pay to Lender
an amount equal to the Balance Due (as defined below) for each lost or damaged
item of Collateral. The Balance Due for each such item is the sum of: (i) all
amounts for each item which may be then due or accrued to the payment date, plus
(ii) as of such payment date, an amount equal to the product of the fraction
specified below times the sum of all remaining payments under the respective
Note, including the amount of any mandatory or optional payment required or
permitted to be paid by Borrower to Lender at the maturity of the Note
discounting to present value the amounts in (ii) at a rate of 6% per annum
compounded monthly on the basis of a 360 day year ("Discount Rate"). The
numerator of the fraction shall be the collateral value (as set forth on the
applicable Note) of the item and the denominator shall be the aggregate
collateral value of all items under the Note. Upon the making of such payments,
Lender shall release such item of Collateral from its lien hereunder.

SECTION 10. INSURANCE. Borrower at its expense shall keep the Collateral insured
against all risks of physical loss for at least the replacement value of the
Collateral and in no event for less than the amount payable following a Casualty
Occurrence (as provided in Section 9). Such insurance shall provide for a loss
payable endorsement to Lender and/or any assignee of Lender. Borrower shall
maintain commercial general liability insurance, including products liability
and completed operations coverage, with respect to loss or damage for personal
injury, death or property damage in an amount not less than $2,000,000 in the
aggregate, naming Lender and/or Lender's assignee as additional insured. Such
insurance shall contain insurer's agreement to give thirty (30) days' advance
written notice to Lender before cancellation or material change of any policy of
insurance. Borrower will provide Lender and any assignee of Lender with a
certificate of insurance from the insurer evidencing Lender's or such assignee's
interest in the policy of insurance. Such insurance shall cover any Casualty
Occurrence to any unit of Collateral. Notwithstanding anything in Section 9 or
this Section 10 to the contrary, this Security Agreement and Borrower's
obligations hereunder shall remain in full force and effect with respect to any
unit of Collateral which is not subject to a Casualty Occurrence. If Borrower
fails to provide or maintain insurance as required herein, Lender shall have the
right, but shall not be obligated, to obtain such insurance. In that event,
Borrower shall pay to Lender the cost thereof.

SECTION 11. MISCELLANEOUS AFFIRMATIVE COVENANTS. So long as any portion of the
Indebtedness is unpaid and as long as any of the Obligations are outstanding
Borrower will: (a) duly pay all governmental taxes and assessments at the time
they become due and payable; provided, however, Borrower may contest the same in
good faith so long as no payment default by Borrower has occurred



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and is continuing; (b) comply with all applicable material governmental laws,
rules and regulations relating to its business and the Collateral where a
failure to comply would have a Material Adverse Effect; (c) take no action to
adversely affect Lender's security interest in the Collateral as a first and
prior perfected security interest; (d) furnish Lender with its annual audited
financial statements within ninety (90) days following the end of Borrower's
fiscal year, unaudited quarterly financial statements within forty-five (45)
days after the end of each fiscal quarter, and within thirty (30) days of the
end of each month a financial statement for that month prepared by Borrower, and
including an income statement and balance sheet, all of which shall be certified
by an officer of Borrower as true and correct and shall be prepared in
accordance with generally accepted accounting principles consistently applied,
and such other information as Lender may reasonably request; and (e) promptly
(but in no event more than five (5) days after the occurrence of such event)
notify Lender of any change in Borrower's condition during the commitment period
which constitutes a Material Adverse Effect, and of the occurrence of any Event
of Default.

SECTION 12. INDEMNITIES. Borrower will protect, indemnify and save harmless
Lender and any assignees from and against all liabilities, obligations, claims,
damages, penalties, causes of action, costs and expenses (including reasonable
attorneys' fees and expenses), imposed upon or incurred by or asserted against
Lender or any assignee of Lender by Borrower or any third party by reason of the
occurrence or existence (or alleged occurrence or existence) of any act or event
relating to or caused by any portion of the Collateral, or its purchase,
acceptance, possession, use, maintenance or transportation, including without
limitation, consequential or special damages of any kind, any failure on the
part of Borrower to perform or comply with any of the terms of this Security
Agreement or any Note, claims for latent or other defects, claims for patent,
trademark or copyright infringement and claims for personal injury, death or
property damage, including those based on Lender's negligence or strict
liability in tort and excluding only those based on Lender's gross negligence or
willful misconduct. In the event that any action, suit or proceeding is brought
against Lender by reason of any such occurrence, Borrower, upon Lender's
request, will, at Borrower's expense, resist and defend such action, suit or
proceeding or cause the same to be resisted and defended by counsel designated
and approved by Lender. Borrower's obligations under this Section 12 shall
survive the payment in full of all the Indebtedness and the performance of all
Obligations with respect to acts or events occurring or alleged to have occurred
prior to the payment in full of all the Indebtedness and the performance of all
Obligations.

SECTION 13. TAXES. Borrower agrees to reimburse Lender (or pay directly if
instructed by Lender) and any assignee of Lender for, and to indemnify and hold
Lender and any assignee harmless from, all fees (including, but not limited to,
license, documentation, recording and registration fees), and all sales, use,
gross receipts, personal property, occupational, value added or other taxes,
levies, imposts, duties, assessments, charges, or withholdings of any nature
whatsoever, together with any penalties, fines, additions to tax, or interest
thereon (the foregoing collectively "Impositions"), except same as may be
attributable to Lender's income, arising at any time prior to or during the term
of any Notes or of this Security Agreement, or upon termination or early
termination of this Security Agreement and levied or imposed upon Lender
directly or otherwise by any Federal, state or local government in the United
States or by any foreign country or foreign or international taxing authority
upon or with respect to (a) the Collateral, (b) the exportation, importation,
registration, purchase, ownership, delivery, leasing, financing, possession,
use, operation, storage, maintenance, repair, return, sale, transfer of title,
or other disposition thereof, (c) the rentals, receipts, or earnings arising
from the Collateral, or any disposition of the rights to such rentals, receipts,
or earnings, (d) any payment pursuant to this Security Agreement or the Notes,
or (e) this Security Agreement, the Notes or any transaction or any part hereof
or thereof.



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SECTION 14. RELEASE OF LIENS. Upon payment of all of the Indebtedness and
performance of all of the Obligations, Lender shall execute UCC termination
statements and such other documents as Borrower shall reasonably request to
evidence the release of Lender's lien relating to the Collateral.

SECTION 15. ASSIGNMENT. WITHOUT LENDER'S PRIOR WRITTEN CONSENT WHICH CONSENT
WILL NOT BE UNREASONABLY WITHHELD OR DELAYED, BORROWER SHALL NOT (a) ASSIGN,
TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS SECURITY AGREEMENT,
ANY NOTE, ANY COLLATERAL, OR ANY INTEREST THEREIN, (b) LEASE OR LEND COLLATERAL
OR PERMIT IT TO BE USED BY ANYONE OTHER THAN BORROWER OR BORROWER'S EMPLOYEES,
CONTRACTORS AND AGENTS OR (c) MERGE INTO, CONSOLIDATE WITH OR CONVEY OR TRANSFER
ITS PROPERTIES SUBSTANTIALLY AS AN ENTIRETY TO ANY OTHER PERSON OR ENTITY.
LENDER MAY ASSIGN ANY OF THE NOTES, THIS SECURITY AGREEMENT OR ITS SECURITY
INTEREST IN ANY OR ALL COLLATERAL, OR ANY OR ALL OF THE ABOVE, IN WHOLE OR IN
PART TO ONE OR MORE ASSIGNEES OR SECURED PARTIES WITHOUT NOTICE TO BORROWER. If
Borrower is given notice of such assignment it agrees to acknowledge receipt
thereof in writing and Borrower shall execute such additional documentation as
Lender's assignee and/or secured party shall reasonably require at Lender's
expense. Each such assignee and/or secured party shall have all of the rights,
but (except as provided in this Section 15) none of the obligations, of Lender
under this Security Agreement, unless such assignee or secured party expressly
agrees to assume such obligations in writing. Borrower shall not assert against
any assignee and/or secured party any defense, counterclaim or offset that
Borrower may have against Lender. Notwithstanding any such assignment, and
providing no Event of Default has occurred and is continuing, Lender, or its
assignees, secured parties, or their agents or assigns, shall not interfere with
Borrower's right to quietly enjoy use of Collateral subject to the terms and
conditions of this Security Agreement. Subject to the foregoing, the Notes and
this Security Agreement shall inure to the benefit of, and are binding upon, the
successors and assignees of the parties hereto. Borrower acknowledges that any
such assignment by Lender will not change Borrower's duties or obligations under
this Security Agreement and the Notes or increase any burden or risk on
Borrower.

SECTION 16. DEFAULT. (a) Events of Default. Any of the following events or
conditions shall constitute an "Event of Default" hereunder: (i) Borrower's
failure to pay any monies due to Lender hereunder or under any Note beyond the
tenth (10th) day after the same is due; (ii) Borrower's failure to comply with
its obligations under Section 10 or Section 15; (iii) any representation or
warranty of Borrower made in this Security Agreement or the Notes or in any
other agreement, statement or certificate furnished to Lender in connection with
this Security Agreement or the Notes shall prove to have been incorrect in any
material respect when made or given; (iv) Borrower's failure to comply with or
perform any material term, covenant or condition of this Security Agreement or
any Note or under any other agreement between Borrower and Lender or under any
lease or mortgage of real property covering the location of the Collateral if
such failure to comply or perform is not cured by Borrower within thirty (30)
days after Borrower knows of the noncompliance or nonperformance or notice from
Lender or such longer period that Borrower is diligently attempting to effect
such cure; (v) seizure of any of the Collateral under legal process; (vi) the
filing by or against Borrower or any guarantor under any guaranty executed in
connection with this Security Agreement ("Guarantor") of a petition for
reorganization or liquidation under the Bankruptcy Code or any amendment thereto
or under any other insolvency law providing for the relief of debtors; (vii) the
voluntary or involuntary making of an assignment of a substantial portion of its
assets by Borrower or by any Guarantor for the benefit of its creditors, the
appointment of a receiver or trustee for Borrower or any Guarantor or for any of
Borrower's or Guarantor's assets, the institution by or against Borrower or any
Guarantor of any formal or informal proceeding for dissolution, liquidation,
settlement of claims against or winding up of the affairs of



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Borrower or any Guarantor provided that in the case of all such involuntary
proceedings, same are not dismissed within sixty (60) days after commencement;
(viii) the making by Borrower or by any Guarantor of a transfer of all or a
material portion of Borrower's or Guarantor's assets or inventory not in the
ordinary course of business; or (ix) any default or breach by any Guarantor of
any of the terms of its guaranty to Lender in connection with this Security
Agreement.

      (b)   Remedies. If any Event of Default has occurred, Lender may in its
sole discretion exercise one or more of the following remedies with respect to
any or all of the Collateral: (i) declare due any or all of the aggregate sum of
all remaining payments under the Notes, including the amount of any mandatory or
optional payment required or permitted to be paid by Borrower to Lender at the
maturity of the Notes ("Remaining Payments"); (ii) proceed by appropriate court
action or actions either at law or in equity to enforce Borrower's performance
of the applicable covenants of the Notes and this Security Agreement or to
recover all damages and expenses incurred by Lender by reason of an Event of
Default; (iii) except as provided by law, without court order or prior demand,
enter upon the premises where the Collateral is located and take immediate
possession of and remove it without liability of Lender to Borrower or any other
person or entity; (iv) terminate this Security Agreement and sell the Collateral
at public or private sale, or otherwise dispose of, hold, use or lease any or
all of the Collateral in a commercially reasonable manner; or (v) exercise any
other right or remedy available to it under applicable law. If Lender has
declared due any or all of the Remaining Payments, Borrower will pay immediately
to Lender, without duplication, (A) the Remaining Payments discounted to present
value at the Discount Rate, (B) all amounts which may be then due or accrued,
and (C) all other amounts due under this Security Agreement and under the Notes
(Lender's Return, as referred to below, means the amounts described in clauses
(A), (B) and (C) above). The net proceeds of any sale or lease of such
Collateral will be credited against Lender's Return. The net proceeds of a sale
of the Collateral pursuant to this Section 16(b) is defined as the sales price
of the Collateral less selling expenses, including, without limitation, costs of
remarketing the Collateral and all refurbishing costs and commissions paid with
respect to such remarketing. The net proceeds of a lease of the Collateral
pursuant to this Section 16(b) is defined as the amount equal to the monthly
payments due under such lease (discounted to present value at the Discount Rate)
plus the residual value of the Collateral at the end of the basic term of such
lease, as reasonably determined by Lender, and discounted at the Discount Rate.

At Lender's request, Borrower shall assemble the Collateral and make it
available to Lender at such time and location as Lender may reasonably
designate. Borrower waives any right it may have to redeem the Collateral.

Declaration that any or all amounts under this Security Agreement and/or the
Notes are immediately due and payable and Lender's taking possession of any or
all Collateral shall not terminate this Security Agreement or any of the Notes
unless Lender so notifies Borrower in writing. None of the above remedies is
intended to be exclusive but each is cumulative and may be enforced separately
or concurrently.

      (c)   Application of Proceeds. The proceeds of any sale of all or any part
of the Collateral and the proceeds of any remedy afforded to Lender by this
Security Agreement shall be paid to and applied as follows:

            First, to the payment of reasonable costs and expenses of suit or
foreclosure, if any, and of the sale, if any, including, without limitation,
refurbishing costs, costs of remarketing and commissions related to remarketing,
all Remedy Expenses, all expenses, liabilities and advances incurred or made
pursuant to this Security Agreement or any Note by Lender in connection with
foreclosure, suit,



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sale or enforcement of this Security Agreement or the Notes, and taxes,
assessments or liens superior to Lender's security interest granted by this
Security Agreement;

            Second, to the payment of all other amounts not described in item
Third below due under this Security Agreement and all Notes;

            Third, to pay Lender an amount equal to Lender's Return, to the
extent not previously paid by Borrower; and

            Fourth, to the payment of any surplus to Borrower or to whomever may
lawfully be entitled to receive it.

      (d)   Effect of Delay; Waiver; Foreclosure on Collateral. No delay or
omission of Lender, in exercising any right or power arising from any Event of
Default shall prevent Lender from exercising that right or power if the Event of
Default continues. No waiver of an Event of Default, whether full or partial, by
Lender or such holder shall be taken to extend to any subsequent Event of
Default, or to impair the rights of Lender in respect of any damages suffered as
a result of the Event of Default. The giving, taking or enforcement of any other
or additional security, collateral or guaranty for the payment or discharge of
the Indebtedness and performance of the Obligations shall in no way operate to
prejudice, waive or affect the security interest created by this Security
Agreement or any rights, powers or remedies exercised hereunder or thereunder.
Lender shall not be required first to foreclose on the Collateral prior to
bringing an action against Borrower for sums owed to Lender under this Security
Agreement or under any Note.

SECTION 17. LATE PAYMENTS. Borrower shall pay Lender a late charge of 5% of any
payment owed Lender by Borrower which is not paid when due (taking into account
applicable grace periods), for every month such payment is not paid when due. If
such amounts have not been received by Lender at Lender's place of business or
by Lender's designated agent by the date such amounts are due under this
Security Agreement or the Notes, Lender shall bill Borrower for such charges.
Borrower acknowledges that invoices for amounts due hereunder or under the Notes
are sent by Lender for Borrower's convenience only. Borrower's non-receipt of an
invoice will not relieve Borrower of its obligation to make payments hereunder
or under the Notes.

SECTION 18. PAYMENTS BY LENDER. If Borrower shall fail to make any payment or
perform any act required hereunder (including, but not limited to, maintenance
of any insurance required by Section 10), then Lender may, but shall not be
required to, after such notice to Borrower as is reasonable under the
circumstances, make such payment or perform such act with the same effect as if
made or performed by Borrower. Borrower will upon demand reimburse Lender for
all sums paid and all reasonable costs and expenses incurred in connection with
the performance of any such act.

SECTION 19. FINANCING STATEMENTS. Borrower hereby appoints Lender (and each of
Lender's officers, employees or agents designated by Lender) with full power of
substitution by Lender, as Borrower's attorney, with power to execute and
deliver on Borrower's behalf, financing statements and other documents necessary
to perfect and/or give notice of Lender's security interest in any of the
Collateral. Notwithstanding the above, Borrower will, upon Lender's request,
execute all financing statements pursuant to the Uniform Commercial Code and all
such other documents reasonably requested by Lender to perfect Lender's security
interests hereunder. Borrower authorizes Lender to file financing statements
signed only by Lender (where such authorization is permitted by law) at all
places where Lender deems necessary.



                                       8
<PAGE>   9

SECTION 20. NATURE OF TRANSACTION. Lender makes no representation whatsoever,
express or implied, concerning the legal character of the transaction evidenced
hereby, for tax or any other purpose.

SECTION 21. SUSPENSION OF LENDER'S OBLIGATIONS. The obligations of Lender
hereunder will be suspended to the extent that Lender is hindered or prevented
from complying therewith because of labor disturbances, including but not
limited to strikes and lockouts, acts of God, fires, floods, storms, accidents,
industrial unrest, acts of war, insurrection, riot or civil disorder, any order,
decree, law or governmental regulations or interference, failure of the
manufacturer to deliver any item of Collateral or any cause whatsoever not
within the sole and exclusive control of Lender.

SECTION 22. LENDER'S EXPENSE. Borrower shall pay Lender all reasonable costs and
expenses including reasonable attorney's fees, litigation expenses and the fees
of collection agencies, incurred by Lender (a) in enforcing any of the terms,
conditions or provisions hereof and related to the exercise of its remedies
("Remedy Expenses"), and (b) in connection with any bankruptcy or post-judgment
proceeding, whether or not suit is filed and, in each and every action, suit or
proceeding, including any and all appeals and petitions therefrom.

SECTION 23. ALTERATIONS; ATTACHMENTS. No alterations or attachments shall be
made to the Collateral without Lender's prior written consent, which shall not
be given for changes that will adversely affect the reliability and utility of
the Collateral or which cannot be removed without damage to the Collateral, or
which in any way decrease the value of the Collateral for purposes of resale or
lease. All attachments and improvements to the Collateral shall be deemed to be
"Collateral" for purposes of the Security Agreement, and a first priority
security interest therein shall immediately vest in Lender.

SECTION 24. CHATTEL PAPER. (a) One executed copy of the Security Agreement will
be marked "Original" and all other counterparts will be duplicates. To the
extent, if any, that this Security Agreement constitutes chattel paper (as such
term is defined in the Uniform Commercial Code as in effect in any applicable
jurisdiction) no security interest in the Security Agreement may be created in
any documents other than the "Original." (b) There shall be only one original of
each Note and it shall be marked "Original," and all other counterparts will be
duplicates. To the extent, if any, that any Notes to this Security Agreement
constitutes chattel paper (or as such term is defined in the Uniform Commercial
Code as in effect in any applicable jurisdiction) no security interest in any
Note(s) may be created in any documents other than the "Original."

SECTION 25. STOCK WARRANT. Borrower agrees that it will issue to Lender upon
execution of this Security Agreement a Warrant in the form of the Warrant
Agreement attached hereto as Exhibit C.

SECTION 26. NOTICES. All notices hereunder shall be in writing, by registered
mail, or reliable messenger or delivery service (including overnight service)
and shall be directed, as the case may be, to Lender at 2401 Kerner Boulevard,
San Rafael, California 94901, Attention: Gus Constantin, President and to
Borrower at 2401 Kerner Boulevard, San Rafael, California 94901, Attention:
Gregory Thornton, Chief Financial Officer, or at such other address as the
parties may notify one another of in writing from time to time.

SECTION 27. MISCELLANEOUS. (a) Borrower shall provide Lender with such corporate
resolutions, financial statements and other documents as Lender shall reasonably
request from time to time. (b) Borrower represents that the Collateral hereunder
is used solely for business purposes. (c)



                                       9
<PAGE>   10

Time is of the essence with respect to this Security Agreement. (d) Borrower
acknowledges that Borrower has read this Security Agreement and the Notes,
understands them and agrees to be bound by their terms and further agrees that
this Security Agreement and the Notes constitute the entire agreement between
Lender and Borrower with respect to the subject matter hereof and supersede all
previous agreements, promises, or representations. (e) This Security Agreement
and the Notes may not be changed, altered or modified except by an instrument
signed by an officer or authorized representative of Lender and Borrower. (f)
Any failure of Lender to require strict performance by Borrower or any waiver by
Lender of any provision herein or in a Note shall not be construed as a consent
or waiver of any other breach of the same or any other provision. (g) If any
provision of this Security Agreement or any Note is held invalid, such
invalidity shall not affect any other provisions hereof or thereof. (h) The
obligations of Borrower to pay the Indebtedness and perform the Obligations
shall survive the expiration or earlier termination of this Security Agreement
and each Note until all Obligations of Borrower to Lender have been met and all
liabilities of Borrower to Lender and any assignee have been paid in full. (i)
Borrower will notify Lender at least 30 days before changing its name, principal
place of business or chief executive office. (j) Borrower will, at its expense,
promptly execute and deliver to Lender such documents and assurances (including
financing statements) and take such further action as Lender may reasonably
request in order to carry out the intent of this Security Agreement and Lender's
rights and remedies.

SECTION 28. JURISDICTION AND WAIVER OF JURY TRIAL. This Security Agreement and
each Note shall be deemed to have been made under and shall be governed by the
laws of the State of California in all respects, including matters of
construction, validity and performance. At Lender's sole discretion, option and
election, jurisdiction and venue for any legal action between the parties
arising out of or relating to this Security Agreement or any Note shall be in
the Superior Court of Marin County, California, or, in cases where federal
diversity jurisdiction is available, in the United States District Court for the
Northern District of California located in San Francisco, California. BORROWER,
TO THE EXTENT IT MAY LAWFULLY DO SO, HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN
ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS SECURITY AGREEMENT, ANY NOTE, ANY
SECURITY DOCUMENTS, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH.

SECTION 29. END OF LOAN POSITION. (a) General. At the expiration of the term of
the first Note, Borrower shall make a final payment equal to 20% of the Note's
original principle amount, ("End of Loan Position"). This requirement shall be
Borrower's End of Loan Position with respect to all Notes under the Security
Agreement.

In the event Borrower retains possession of the Collateral after the end of the
term of any Note and does not make the payment specified above, all obligations
of Borrower under the Security Agreement, including payments at the current
rate, shall remain in full force and effect during such holdover period until
the earlier of such time as Borrower makes its final payment as set forth herein
above or Lender exercises its remedies pursuant to Section 16 of the Security
Agreement.

IN WITNESS WHEREOF, Borrower and Lender have caused this Security Agreement to
be executed as of the date and year first above written.

LEASE MANAGEMENT ASSOCIATES, INC.         RESOURCE/PHOENIX, INC.

By: /s/ Gus Constantin                    By: /s/ Lisa Olsen
   ----------------------------------        ----------------------------------



                                       10
<PAGE>   11

Name: Gus Constantin                      Name (Print): Lisa Olsen
     --------------------------------                  ------------------------

Title: President                          Title: Vice President & Chief
       ------------------------------            Financial Officer
                                                -------------------------------


                                          HEADQUARTERS LOCATION:
                                          2401 Kerner Blvd.
                                          San Rafael, CA 94901
                                          County of Marin

                                          EXHIBITS AND SCHEDULES
                                          Exhibit A -- Collateral Description
                                          Exhibit B -- Closing Memorandum
                                          Exhibit C -- Stock Warrant



                                       11
<PAGE>   12

                                    NOTE NO. 01
                                    TO SENIOR LOAN AND SECURITY AGREEMENT
                                    NO. 4673
                                    DATED AS OF JUNE 23, 2000
                                    BETWEEN RESOURCE/PHOENIX, INC.
                                    AS BORROWER AND
                                    LEASE MANAGEMENT ASSOCIATES, INC. AS LENDER


                         SENIOR SECURED PROMISSORY NOTE

$3,000,000.00                                                     June 23, 2000


FOR VALUE RECEIVED, the undersigned, RESOURCE/PHOENIX, INC., a California
corporation ("Borrower"), hereby promises to pay to the order of LEASE
MANAGEMENT ASSOCIATES, INC., or its assigns (the "Lender") the principal sum of
Three Million Dollars ($3.000.000.00), together with interest thereon until the
principal is fully repaid. Principal and interest shall be payable in
consecutive monthly installments, each of which shall be equal to the percentage
specified below of the principal sum and in the amounts each month specified
below.

<TABLE>
<CAPTION>
      Month                  Payment Amount                    Percentage
      -----                  --------------                    ----------
<S>                          <C>                               <C>
      1-36                     $90,000.00                        3.000%
</TABLE>

The first monthly payment shall be due immediately prior to the date of this
Note. An interim payment will be due on the first day of the month immediately
following the date of this Note (unless the date of this Note is the first day
of the month in which case no interim payment is due on that day), for the
period from (and including) the date Lender funds the principal amount of this
Note until (but not including) the first day of the following month and shall be
equal to 1/30th of the monthly payment multiplied by the number of days, if any,
between (and including) the funding date and the first day of the following
month. The second monthly payment shall be due on the first day of the second
month following the date of this Note and each succeeding payment shall be made
on the first day of each succeeding month.

Borrower's End of Loan Position payment shall be due on the first day of the
thirty-seventh (37th) month as provided below:

(a)   General. At the expiration of the term of the first Note, Borrower shall
make a final payment equal to 20% of the Note's original principal amount, ("End
of Loan Position"). This requirement shall be Borrower's End of Loan Position
with respect to all Notes under the Security Agreement.

Borrower has the ability to prepay all, but not fewer than all, outstanding
Notes in whole but not in part. The prepayment amount shall be the remaining
Note Balance shown on the GAAP Accounting for RESOURCE/PHOENIX, INC. plus 20% of
the original principal amount of each outstanding Note calculated in accordance
with Section 29. The prepayment conditions are as follows: (a) Borrower must
provide Lender with at least five (5) days' advance written notice of its
intention to prepay; and (b) the prepayment date must fall on a regular monthly
payment date.



                                        1
<PAGE>   13

                                    NOTE NO. 01
                                    TO SENIOR LOAN AND SECURITY AGREEMENT
                                    NO. 4673
                                    DATED AS OF JUNE 23, 2000
                                    BETWEEN RESOURCE/PHOENIX, INC.
                                    AS BORROWER AND
                                    LEASE MANAGEMENT ASSOCIATES, INC. AS LENDER


Borrower shall pay Lender a late charge of 5% of any payment owed Lender by
Borrower which is not paid when due (taking into account applicable grace
periods), for every month such payment is not paid when due, but in no event an
amount greater than the highest rate permitted by applicable law.

Payments of principal and interest hereunder shall be made in lawful money of
the United States of America at the offices of Lender at 2401 Kerner Boulevard,
San Rafael, California 94901, or such other place as the Lender shall designate
to the Borrower in writing.

This Note is secured by a Senior Loan and Security Agreement, dated as of June
23, 2000 between Borrower and Lender (the "Security Agreement") and is entitled
to the benefits of the Security Agreement which contains, among other things,
provisions for (i) events of default and the Lender's rights and remedies
following an event of default (which include, but are not limited to,
acceleration of this Note), (ii) Collateral which secures the repayment of this
Note and is more particularly described on Exhibit A, and (iii) other rights and
remedies of Lender.

This Note may be declared due prior to its expressed maturity date only in the
events, on the terms and in the manner provided in the Security Agreement.

This Note shall be deemed to have been made under and shall be governed by the
laws of the State of California in all respects, including matters of
construction, validity and performance. At Lender's sole discretion, option and
election, jurisdiction and venue for any legal action between the parties
arising out of or relating to this Note shall be in the Superior Court of Marin
County, California, or, in cases where federal diversity jurisdiction is
available, in the United States District Court for the Northern District of
California located in San Francisco, California.

The Borrower hereby expressly waives presentment for payment, demand for
payment, notice of dishonor, protest, notice of protest, notice of nonpayment,
and all lack of diligence or delays in collection or enforcement of this Note.

                                          BORROWER:

                                          RESOURCE/PHOENIX, INC.

                                          By:
                                             ----------------------------------

                                          Name (Print):
                                                       ------------------------

                                          Title:
                                                -------------------------------



                                       2