AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

         AMENDED  AND  RESTATED  LOAN  AND  SECURITY  AGREEMENT  (the  "Restated
Agreement")  dated as of February 16, 2000, between DIRECTRIX,  INC., A Delaware
corporation (the "Borrower"), and J. ROGER  FAHERTY  and DONALD J. MCDONALD, JR.
(collectively, the "Original Lenders") and the persons whose names and addresses
appear on attached Schedule 1.01 (collectively, the "New Lenders").

                                    RECITALS

         WHEREAS,  the Borrower  and the Original  Lenders are parties to a Loan
and Security  Agreement  dated as of March 15, 1999, as amended,  (the "Original
Loan  Agreement")  that  provided  for the  Original  Lenders to loan up to $1.1
million (the "Original Maximum Amount") to the Borrower;

         WHEREAS,  the parties desire to set forth the terms of their  agreement
with respect to the  foregoing.Original  Lenders have loaned an aggregate amount
equal to the Original Maximum Amount to the Borrower;

         WHEREAS,  the New Lenders  desire to lend and the  Borrower  desires to
borrow an additional aggregate amount of up to $2.4 million from the New Lenders
(the "New Maximum Amount") in one loan or in installments ("Advances"); and

         WHEREAS,  the Original Lenders and the New Lenders  (collectively,  the
"Lenders")  wish to amend and restate the Original Loan  Agreement to govern the
terms and provisions of their loans to the Borrower.

         NOW, THEREFORE,  in consideration of the Advances made to the Borrower,
the parties hereby agree as follows:

                                    ARTICLE I
             TAKEDOWN; REPAYMENT OF THE ADVANCES; GRANT OF SECURITY

         SECTION  1.01.  LOANS.  The Original  Lenders  have already  loaned the
Borrower the Maximum  Original Amount.  The New Lenders  severally agree to make
Advances to the  Borrower  from time to time prior to March 15, 2001 (the period
of time ending on March 15, 2001 is referred to as the  "Commitment  Period") in
the manner set forth in Section 1.03 in an aggregate principal amount at any one
time outstanding which does not exceed the New Maximum Amount.

         SECTION 1.02. THE NOTES. The Borrower's  obligation to repay the unpaid
principal  amount of the Advances shall be evidenced by the notes in the form of
attached  Exhibit A (the  "Notes"),  payable to the Lenders or their  registered
assigns,  duly executed and delivered by the Borrower to the Lenders.  The notes
previously  issued by  Borrower  to the  Original  Lenders  under  the  Original
Agreement will be replaced with the Notes attached hereto;  the Original Lenders
will receive the replacement  notes upon surrender of their original notes.  The
Notes shall mature on March 15, 2002 (the "Maturity Date") and bear interest and
be subject to such other terms and  conditions as provided for herein and in the
Notes. At no time shall the amount  outstanding under this Agreement exceed $3.5
million.  The principal  amount of the  Advances,  together with all accrued and
unpaid interest shall be repaid on the Maturity Date.

         SECTION  1.03.  INITIAL  ADVANCES BY NEW LENDERS.  Upon receipt of duly
executed  Notes  after the date  hereof,  the New  Lenders  shall make the first
Advance  to the  Borrower  in the amount  requested  by  Borrower  up to the New
Maximum Amount pursuant to a written request (an "Advance Request"). The initial
Advance  Request and any further Advance  Requests under this Amended  Agreement
shall be signed by the Chairman and Chief Financial  Officer of the Borrower and
shall be for amounts of not less than $50,000 or integral multiples thereof. The
New Lenders  shall make all  subsequent  Advances  up to the New Maximum  Amount
within five  business  days of the New  Lenders'  receipt of an Advance  Request
therefor.  Until the New  Lenders  have made  Advances  equal to the New Maximum
Amount,  each New Lender  shall be  responsible  for his share of the Advance as
determined by  multiplying  the amount of the Advance by the amount of his First
Round Commitment Percentage ("First Round Commitment Percentage"),  as set forth
on Schedule 1.01.

         SECTION  1.04.  REPAYMENTS;  FURTHER  ADVANCES.  During the  Commitment
Period,  and after the New  Lenders  have made  Advances  up to the New  Maximum
Amount (i) the Borrower  may prepay  Advances  and  thereafter  may reborrow any
amounts repaid and (ii) any principal  payments and Advance  prepayments made by
the Borrower shall be made among the Lenders in accordance with their respective
Second Round Commitment Percentages ("Second Round Commitment  Percentages") set
forth on Schedule  1.01.  Any  reborrowing  by the Borrower shall be made by the
Lenders making Advances within 5 business days of receipt of an Advance Request.
Each Lender shall be  responsible  for his share of the Advance as determined by
multiplying  the  amount  of the  Advance  by the  amount  of his  Second  Round
Commitment Percentage.  After the Commitment Period, if the New Lenders have not
made  aggregate  Advances  up to the New  Maximum  Amount,  all  prepayments  of
principal shall be made parri passu among the Lenders in relative  proportion to
the  outstanding  principal  amounts  owed  to  each  Lender  at the  end of the
Commitment Period.

         SECTION  1.05.  PAYMENT OF INTEREST;  DEFAULT RATE.  Interest  shall be
payable on the outstanding  unpaid principal amount of the Notes at the rate and
at the times  specified  in the Notes.  Any amounts not paid when due shall bear
interest at the Default Rate (as such term is defined in the Notes).

         SECTION 1.06. LOAN RECORD.  The Lenders shall maintain a loan record in
which they  shall  record the date and  amount of each  Advance  and  payment or
prepayment  of principal  of the  Advances  and the  interest  paid with respect
thereto,  which record may be kept by recordations on the Notes.  The failure of
any Lender to make an entry in the loan  register  or any error made in any such
entry  shall  not in any  way  affect  the  Borrower's  obligations  under  this
Agreement, including the Borrower's obligations to repay the principal amount of
the Advances and the interest accrued from the actual date on which the Advances
are made.  The Borrower shall not be bound by any entry in the loan register not
made in accordance with the terms hereof.

         SECTION 1.06.  PREPAYMENTS;  MANDATORY  PREPAYMENT.  Any prepayments of
Advances  shall be applied  first to the payment of interest due  hereunder  and
then to principal. If the Borrower completes an offering of equity securities in
the  Borrower  which  results in net  proceeds  to the  Borrower of more than $5
million,  Borrower  shall be obligated to prepay the Notes in an amount equal to
no less than 50% of such net proceeds in excess of $5 million.

         SECTION 1.07. PLACE AND MANNER OF PAYMENTS. The Borrower shall make all
payments of principal and interest on the Advances to the Lenders in immediately
available  funds to such place as the Lenders  shall  instruct  the  Borrower in
writing.

         SECTION 1.08. PAYMENT WITHOUT SETOFF. The principal of, interest on and
all expenses and costs related to the Advances (collectively, the "Obligations")
shall be paid without  setoff or  counterclaim  and free and clear of and exempt
from,  and without  deduction for or on account of, any present or future taxes,
imposts, duties,  deduction,  withholdings or other charges of whatsoever nature
imposed,  levied,  collected,  withheld  or assessed  by any  government  or any
political subdivision or taxing authority thereof.

         SECTION  1.09.  ADVANCES  SCHEDULED.  As  security  for the  prompt and
unconditional  payment  of any and all  Obligations,  the  Borrower,  subject to
Section 3.07,  does hereby grant to the Lenders a continuing lien upon and first
security  interest  in the  Collateral  (as  defined  below) and hereby  grants,
pledges,  assigns and  transfers to the Lenders all of the  Collateral.  For the
purposes  of this  Agreement  "Collateral"  shall  mean and  include  all of the
Borrower's  assets,  including  without  limitation,  all Accounts  Receivables,
Accounts, , Machinery,  Equipment,  Furniture and Fixtures,  Hardware & Software
Inventory (as such terms are defined in the New York Uniform Commercial Code, as
amended),  the  Borrower's  option to  acquire  the  stock or C-band  television
network  business of Emerald  Media,  Inc. and the Proceeds of the foregoing (as
defined  such terms are  defined in the New York  Uniform  Commercial  Code,  as
amended).  Specifically  excluded  from  the  term  "Collateral"  shall  be  the
Borrower's  shares of Playboy  Class A Common  Stock  which are held in a margin
account by Bank of America NA as security for a margin loan.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants that the following  statements are
true and correct as of the date hereof and shall be true and correct on the date
each Advance is made:

         SECTION  2.01.   GOOD   STANDING.   The  Borrower  is  a  company  duly
constituted,  validly  existing and in good standing  under the laws of Delaware
and has all requisite  power and  authority to conduct its business,  to own its
properties,  and to execute and  deliver  and to perform  all of its  obligation
under this Agreement and the Notes.

         SECTION 2.02. AUTHORITY. The execution, delivery and performance by the
Borrower of this  Agreement  and the  issuance,  execution  and  delivery by the
Borrower of the Notes have been duly  authorized by all necessary  action of the
Borrower  and do not and will not (i) violate any  provision  of the  Borrower's
governing  documents  or any  law,  rule,  regulation,  order,  writ,  judgment,
injunction,   decree,   determination   or  award  presently  in  effect  having
applicability  to the  Borrower,  or (ii)  result  in a breach or  constitute  a
default under any indenture or loan or credit  agreement or any other agreement,
lease or instrument to which the Borrower is a party or by which the  Borrower's
properties  may be bound or affected,  and the Borrower is not in default  under
any such law, rule,  regulation,  order,  writ,  judgment,  injunction,  decree,
determination or award or any such indenture, agreement, lease or instrument.

         SECTION 2.03. OWNERSHIP OF COLLATERAL. The Borrower owns the Collateral
free and clear of any lien,  security interest or other charge or encumbrance of
any  kind  (collectively  the  "Liens"),  except  to the  extent  of  any  Liens
associated  with the equipment  lease  financing set forth on attached  Schedule
2.03  or  any  liens  specifically   permitted  by  the  Lenders  (collectively,
"Permitted Liens").

         SECTION 2.04.  REPRESENTATIONS RELATING TO THE COLLATERAL. No financing
statement  or  other  filing  listing  any of the  Collateral  is on file in any
jurisdiction  (other than any financing statement filed on behalf of the Lenders
as  secured  party  or in  connection  with a  Permitted  Lien);  (b) the  chief
executive  office of the Borrower is located at the address set forth in Section
5.03 herein; (c) the Borrower has not created and is not aware of any Lien on or
affecting any Collateral  other than the Lien created by this Agreement in favor
of the Lenders or the  Permitted  Liens;  and (d) the  Borrower  did not have or
conduct  business  under any name or trade name in any  jurisdiction  during the
past six  years  other  than the name set  forth on the  signature  page of this
Agreement, and the Borrower is entitled to use such name.

         SECTION 2.05. BINDING OBLIGATIONS. This Agreement constitutes, and when
executed and delivered to the Lenders by the Borrower the Notes will constitute,
legal,  valid and  binding  obligations  of the  Borrower  that are  enforceable
against the Borrower in accordance with their respective terms.

         SECTION 2.06. CONSENTS. All authorizations,  consents,  approvals,  and
licenses  of, and filing and  registrations  with,  any  governmental  authority
required under  applicable law or regulations for the Borrower to enter into and
perform its  obligations  under this  Agreement and the Notes have been obtained
and are in full force and effect.

                                   ARTICLE III
                                    COVENANTS

         So long as the Notes are  outstanding,  unless the  Lenders  shall have
waived compliance in writing, the Borrower agrees that:

         SECTION 3.01.  FINANCIAL  STATEMENTS.  The Borrower will deliver to the
Lenders: (a) within 90 days after the end of each fiscal quarter and each fiscal
year of the Borrower, a consolidated  balance sheet and consolidated  statements
of income and surplus  showing the  financial  condition of the Borrower and its
consolidated  subsidiaries  or affiliates,  if any, as at the close of such year
and the results of  operations  during such quarter of such year as the case may
be, all certified by a duly authorized officer of the Borrower and (b) promptly,
from time to time, such other  information  regarding the  operations,  business
affairs and  financial  condition of the Borrower as the Lenders may  reasonably
request.  Furthermore,  the Borrower will deliver to the Lenders  within 60 days
after the end of each fiscal quarter, a copy of Borrower's  quarterly  financial
statements, or year-to-date statements, as the case may be.

         SECTION 3.02.  NOTICE OF DEFAULTS.  The Borrower shall promptly  notify
the Lenders of the  occurrence  of any event of which the Borrower has knowledge
which,  alone or with lapse of time or notice or both, would constitute an Event
of Default (as hereinafter defined).

         SECTION 3.03.  NOTICE OF  PROCEEDINGS.  The Borrower will promptly give
notice  in  writing  to  the  Lenders  of  all  material  litigation,   arbitral
proceedings  and  regulatory  proceedings  affecting  the Borrower or any of its
subsidiaries  or  affiliates  or  the  property  of the  Borrower  or any of its
subsidiaries or affiliates.

         SECTION 3.04.  CERTAIN  AFFIRMATIVE  COVENANTS.  The Borrower will, and
will cause each of its  affiliates  to: (i) preserve and maintain its  existence
and all of its rights,  privileges and franchises  necessary or desirable in the
normal  conduct of its business,  and conduct its business in a regular  manner,
(ii)  comply with the  requirements  of all  material  applicable  laws,  rules,
regulations  and orders of any  governmental  body or  regulatory  agency having
jurisdiction,  (iii) pay and discharge all taxes,  assessments and  governmental
charges  or levies  imposed  on it or on its  income or profits or on any of its
property  prior to the date on  which  penalties  attach  thereto  (unless  such
payment is being contested in good faith and by proper  proceedings and which is
adequately  reserved),  (iv) maintain insurance in responsible companies in such
amounts  and  against  such  risks as are  usually  carried by owners of similar
businesses  and  properties  in the same general areas in which the Borrower and
its  affiliates  operate  and (v) keep all of its  properties  necessary  in its
business in good working order and  condition,  ordinary wear and tear excepted,
without mortgage or lien incurred other than in the ordinary course of business.

         SECTION 3.05. COLLATERAL.  Unless and until all of the Obligations have
been  indefeasibly  paid in full and all  commitments  of the  Lenders to extend
credit which,  once extended,  would give rise to  Obligations,  have expired or
been  terminated,  the Borrower shall: (a) keep the Collateral free and clear of
any Lien of any  kind,  other  than  the  Lien  created  by this  Agreement  and
Permitted  Liens;  (b) promptly  pay,  when due,  all taxes and  transportation,
storage,  warehousing and other charges and fees affecting or arising out of the
Collateral  and  defend the  Collateral  against  all claims and  demands of all
Persons at any time claiming any interest therein adverse to or the same as that
of the Lenders,  unless the  Borrower is disputing  such claim or demand in good
faith by appropriate proceedings;  (c) provide the Lenders with such information
as the  Lenders may from time to time  reasonably  request  with  respect to the
Collateral and the Borrower's  place of business or location of any  Collateral;
(d) give the Lenders at least 30 days' prior written notice before  changing the
Borrower's name or chief executive  office or changing the location or disposing
of any  Collateral  other  than  cash  and  cash  equivalents;  (e) not  sell or
otherwise dispose of any Collateral other than cash and cash equivalents  except
on commercially  reasonable  terms and in the ordinary  course of business;  (f)
permit the Lenders or their representatives, to have access to, examine and copy
at all  reasonable  times the  Collateral,  properties,  minute  books and other
corporate or  partnership  records,  books of accounts,  and financial and other
business  records of the Borrower  (including,  without  limitation,  all books,
records, ledger cards, computer programs, tapes and computer disks and diskettes
and other property recording, evidencing or relating to any Collateral); and (g)
promptly notify the Lenders upon the occurrence of any Event of Default of which
the Borrower has knowledge.

         SECTION 3.06.  PRESERVATION AND PROTECTION OF SECURITY INTEREST;  POWER
OF ATTORNEY.  Subject to Section 3.07, the Borrower will faithfully preserve and
protect the Lien in the  Collateral  created by this  Agreement and will, at its
own cost and  expense,  cause  such  Lien to be  perfected  and  continue  to be
perfected  and to be and remain prior to all other Liens,  so long as all or any
part of the Obligations  are  outstanding  and unpaid,  and for such purpose the
Borrower will from time to time at the request of the Lenders (i) make notations
of the  security  interest in  certificates  of title  constituting  proceeds of
Collateral,  a security  interest in which is  perfected by such  notation,  and
deliver the same to the Lenders and (ii) file or record, or cause to be filed or
recorded,   such  instruments,   documents  and  notices,   including,   without
limitation, financing statements and continuation statements, as the Lenders may
reasonably deem necessary or advisable from time to time in order to perfect and
continue to perfect the Lien and to maintain  their  priority over all the Lien.
The Borrower will do all such other acts and things and will execute and deliver
all such other instruments and documents, including further security agreements,
pledges,  endorsements,  assignments,  and notices as the Lenders may reasonably
deem  necessary or advisable  from time to time in order to perfect and preserve
the priority of the Lien in the Collateral as  contemplated  by this  Agreement.
The  Lenders,  acting  through  its  authorized  agent,  are hereby  irrevocably
appointed the attorney-in-fact of the Borrower to do, at the Borrower's expense,
all acts and things which the Lenders may reasonably deem necessary or advisable
to preserve,  perfect,  continue to perfect and/or  maintain the priority of the
Lien in the  Collateral,  including  the signing of financing,  continuation  or
other similar  statements  and notices on behalf of the Borrower,  and which the
Borrower is required to do by the terms of this  Agreement.  The Borrower hereby
authorizes the Lenders to sign and file financing statements with respect to the
Collateral  without the signature of the Borrower.  The Borrower shall be liable
for and pay all  filing  fees  for  financing  statements  with  respect  to the
Collateral.

         SECTION 3.07.  ADDITIONAL  LENDER.  The Borrower may borrow  additional
amounts from another lender  ("Additional  Borrowing") only if such borrowing is
subordinate to the Lenders' loan to the Borrower and Lenders'  security interest
in the Collateral.  The Lenders agree to negotiate in good faith with such other
lender on terms  mutually  acceptable to such parties and in a manner which will
facilitate  the  execution  of  documents  related  to an  Additional  Borrowing
consistent with the foregoing.

         SECTION 3.08. BORROWER SUBSIDIARIES.  If the Borrower forms or acquires
any subsidiaries ("Subsidiaries"),  at the Lenders' request, the Borrower agrees
to (i) cause the  Subsidiaries  to guarantee the Obligations and (ii) pledge the
stock of the Subsidiaries to the Lenders.

         SECTION 3.09. EMI RECEIVABLE.  The Borrower will not reduce, forgive or
compromise the account receivable owed by EMI to the Borrower.

         SECTION 3.10.  FINANCIAL COVENANTS.

                  3.10.1  Stockholders' Equity.  The  Borrower will not fail  to
maintain  Stockholders' Equity  of at least $3 million at the end of each fiscal
year  prior  to the  Maturity  Date  commencing  with  the  fiscal  year  ending
March 31, 2001.

                  3.10.2  EBITDA.   The  Borrower's EBITDA  shall not be, on  an
annual basis, less than zero and on a quarterly basis,  less  than  ($500,0000),
commencing  with  the  fiscal  quarter  ending September 30, 2000.

                  3.10.3  Definitions.  The defined terms  used in this  Section
3.10 shall have the following meanings:

         "Stockholders'  Equity" shall mean the Stockholders' Equity as reported
on  the  Borrower's audited financial statements for each the fiscal year ending
prior to the Maturity Date.

         "EBITDA"  shall mean the Borrower's earnings from continuing operations
before reductions for interest, taxes, depreciation and amortization and without
regard to  compensation  expenses  attributable  to the issuance or exercise  of
options or warrants.

                  3.10.5   ADDITIONAL PROVISIONS

                                    3.10.5.1   Borrower  and Lenders acknowledge
and  agree  that  if  Borrower engages in a major transaction,  which, for these
purposes,  means an acquisition, merger or similar transaction  which materially
alters  Borrower's  business,  assets  or property, then  the  Borrower  and the
Lenders  agree to  negotiate,  in  good  faith,  an  amendment  to  this Amended
Agreement which provides for an adjustment to these financial covenants.

                                    3.10.5.2   Notwithstanding     any    other
provision of this Amended Agreement to the contrary, Borrower may  elect  on one
occasion  to  waive a  violation  of one or  more  financial  covenants and such
violation  shall not be deemed an "Event of Default" as that  term is defined in
Section 4.01.

                  3.11 NO DIVIDENDS. The Borrower shall not pay any dividends or
make any  distribution  on, or purchase,  redeem,  or retire,  any shares of its
capital  stock or any warrants,  options,  or other rights to reacquire any such
shares other than dividends payable solely in shares of its common stock.

                                   ARTICLE IV
                                EVENTS OF DEFAULT

         SECTION 4.01.  EVENTS  OF  DEFAULT.   If  any  of  the following events
("Events of Default") shall occur:

            (a) the Borrower shall fail to pay any principal of the Notes within
three days of such principal becoming due and payable,  or shall fail to pay any
interest  thereon  within  twenty  days after  such  interest  becoming  due and
payable; or

            (b) any representation or warranty   made  in  connection  with  the
execution and delivery of this Agreement, the Notes or in any document delivered
pursuant hereto shall prove to have been incorrect in any material  respect upon
the date when made and shall  remain  unremedied  for thirty days after  written
notice thereof shall have been given to the Borrower by the Lenders; or

            (c) the Borrower shall fail to perform or observe any term, covenant
or agreement contained in this Agreement and any such failure remains unremedied
for  thirty  days  after  written  notice  thereof  shall have been given to the
Borrower by the Lenders; or

            (d) the Borrower shall cease to own the Collateral;

            (e) the  Borrower  shall  be  in default of its Transponder Services
Agreement  with  Loral  Skynet and such  default continue  after notice  thereof
from Loral Skynet for more than thirty days after notice thereof;

            (f) the net accounts receivable owed by EMI to the Borrower exceeds,
at any time, $2,000,000;

            (g) any indebtedness of the Borrower for borrowed money in excess of
$500,000  is not paid when due,  whether by  acceleration  or  otherwise,  or is
declared  to be due and  payable,  or  required  to be prepaid  (other than by a
regularly scheduled required payment),  prior to the stated maturity thereof and
such default is not cured within any applicable  cure or grace periods  provided
before therein; or

            (h)  the   Borrower  shall  make  an  assignment  for the benefis of
creditors,  file a petition in bankruptcy, be adjudicated insolvent or bankrupt,
petition or apply to any  tribunal for any receiver or trustee for itself or for
any  substantial  part of its property,  commence any proceeding  relating to it
under any  reorganization,  arrangement,  readjustment  of debt,  dissolution or
liquidation  law or statute of any  jurisdiction,  whether now or  hereafter  in
effect,  or by any act indicate its consent to, approval of, or acquiescence in,
any such  proceeding for the  appointment of any receiver of, or trustee for, it
or any  substantial  part of its property and such  appointment  shall  continue
undischarged  for a period of thirty days,  or a petition in  bankruptcy  or for
reorganization  shall be filed  against the  Borrower and shall not be dismissed
for a period of thirty days; then,  and in any such event,  the Lenders  may, in
their  sole  discretion,  by  notice to  the Borrower, declare the entire unpaid
principal amount of the Notes, all  interest accrued and unpaid thereon, and all
other amounts payable hereunder  to be forthwith due and payable,  whereupon the
Notes, all such accrued interest and all such other  amounts  shall  become  and
be  forthwith  due and  payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower.

         SECTION 4.02. EFFECT OF DEFAULT ON THE COLLATERAL. After the occurrence
and during the  continuance  of an Event of Default,  the Lenders  may,  without
notice to or demand (other than any notice  required by law, the giving of which
is not  waivable),  upon the  Borrower  (all of which are  hereby  waived by the
Borrower),  without  releasing  the  Borrower  from any  obligation  under  this
Agreement or any other  instruments  or agreements  with the Lenders and without
waiving any rights the Lenders may have: (i) demand, collect or receive upon all
or any part of the  Collateral;  (ii) in such  manner and to such  extent as the
Lenders may deem  necessary to protect the  Collateral or the interest,  rights,
powers  or  duties  of the  Lenders,  enter  into and upon any  premises  of the
Borrower and take and hold  possession of all or any part of the Collateral (the
Borrower  hereby  waiving and releasing any claim for damages in respect of such
taking) and exclude the  Borrower  and all other  Persons  from the  Collateral;
(iii) collect any and all income,  rents, issues,  profits and proceeds from the
Collateral,  the same being hereby  assigned and  transferred to the Lenders and
from time to time apply or accumulate such income,  rents,  issues,  profits and
proceeds in such order and manner as the Lenders in its sole  discretion,  shall
instruct,  it being understood that the collection or receipt of income,  rents,
issues, profits or proceeds from the Collateral after declaration of default and
election to cause the  Collateral  to be sold under the pursuant to the terms of
this Agreement shall not affect or impair any event of default or declaration of
default under any agreement or instrument  among the Borrower and the Lenders or
election to cause any Collateral to be sold or any sale  proceedings  predicated
on  the  same,  but  such   proceedings  may  be  conducted  and  sale  effected
notwithstanding  the  collection or receipt of any such income,  rents,  issues,
profits  and  proceeds;  (iv)  take  control  of any  and  all of the  Accounts,
contractual  or other  rights that are included in the  Collateral  and Proceeds
arising  from  any  such  Accounts  or  contractual  or  other  rights,  enforce
collection, either in the name of the Lenders or in the name of the Borrower, of
any or all of the  Accounts,  contractual  and other rights that are included in
the  Collateral  and  Proceeds  by  suit or  otherwise,  receive,  receipt  for,
surrender, release or exchange all or any part of such Collateral or compromise,
settle,  extend or renew  (whether or not longer than the  original  period) any
indebtedness  under such Collateral;  (v) sell all or any part of the Collateral
at public or private  sale at such place or places and at such time or times and
in such manner and upon such terms,  whether for cash or credit,  as the Lenders
in their sole discretion may determine; (vi) endorse in the name of the Borrower
any  instrument,  however  received by the Lenders  representing  Collateral  or
Proceeds  of any of the  Collateral;  and (vii)  exercise  all of the rights and
remedies  granted to a secured party under the New York Uniform  Commercial Code
and all other rights and remedies  given to the Lenders under this  Agreement or
any other instrument or agreement  otherwise  available at law or in equity. The
Lenders  shall be under no  obligation  to make any of the payments or do any of
the acts referred to in this Section 4.02 or elsewhere in this Agreement and any
of the actions  referred to in this Section 4.02 or elsewhere in this  Agreement
may be taken regardless of whether any notice of default or election to sell has
been given under this Agreement (provided, however, that all notices required by
law, the giving of which may not be waived,  shall be given in  accordance  with
such law) without regard to the adequacy of the security for the Obligations.

         SECTION 4.03. APPLICATION OF PROCEEDS OF SALE The Lenders may apply the
net proceeds of any sale, lease or other  disposition of Collateral  pursuant to
Section 4.02,  after  conducting all reasonable costs and expenses of every kind
incurred  thereon or incidental to the  retaking,  holding,  preparing for sale,
selling,  leasing,  or the like of the  Collateral or in any way relating to the
rights  of the  Lenders  thereunder,  including  attorneys'  fees  and  expenses
hereinafter provided for, to the payment, in whole or in part, of one or more of
the  Obligations in accordance  with the terms of this  Agreement.  The Borrower
shall  remain  liable to the  Lenders for the  payment of any  deficiency,  with
interest at the Default Rate, as provided in the Notes.

         The Borrower  agrees that  forthwith upon the occurrence of an Event of
Default it will  notify the  Lenders  of the  details  thereof  and  the  action
which it is taking or proposes to  take  with  regard   thereto.   If  an  Event
of  Default  occurs  and shall be  continuing  and the  Lenders,  in their  sole
discretion,  do not declare the Notes,  all interest accrued and unpaid thereon,
and all other amounts  payable  hereunder to be forthwith  due and payable,  the
terms of this  Agreement  and the Notes shall  continue in full force and effect
subject to the right of the Lenders to declare the Notes,  all interest  accrued
and unpaid thereon, and all other Obligations to be forthwith due and payable.

                                    ARTICLE V
                                  MISCELLANEOUS

         SECTION 5.01. NO WAIVER,  CUMULATIVE  REMEDIES.  No failure or delay on
the part of the  Lenders  or the  holder of the Notes in  exercising  any right,
power or remedy  hereunder  shall  operate  as a waiver  thereof,  nor shall any
single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right,  power or remedy
hereunder.  The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

         SECTION 5.02. AMENDMENTS. No amendment,  modification,  termination, or
waiver of any  provision  of this  Agreement  or the Notes,  nor  consent to any
departure by the Borrower therefrom,  shall in any event be effective unless the
same  shall be in  writing  and signed by the  Lenders  and then such  waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose  for which  given.  No notice to or demand on the  Borrower  in any case
shall  entitle the Borrower to any other or further  notice or demand in similar
or other circumstances.

         SECTION 5.03. ADDRESSES FOR NOTICES. All notices, requests, demands and
other  communications  provided for hereunder shall be in writing and, if to the
Lenders,  mailed by certified  mail or delivered to it, by hand or by facsimile,
addressed  to them at their  addresses  and/or  facsimile  numbers  set forth on
Schedule 1.101 and if to the Borrower,  mailed by certified mail or delivered to
it by hand or by facsimile, addressed to it at 236 West 26th Street, 12th Floor,
New York, NY 10001 (fax number 212-633-7414), Attention: J. Roger Faherty, Chief
Executive Officer and Donald J. McDonald,  Chief Financial Officer or as to each
party,  at such other  address as shall be  designated  by such party in written
notice  to the  other  party  complying  as to  delivery  with the terms of this
Section.  All notices,  requests,  demands and other communication  provided for
hereunder shall be effective when received.

         SECTION 5.05.  COSTS. The  Borrower  agrees to  pay all of the Lenders'
legal  and  other  professional  fees in  connection with this Agreement and the
enforcement thereof and of the Notes.

         SECTION 5.06. BINDING EFFECT,  ASSIGNMENT.  This Agreement shall become
effective  when it shall have been  executed by the Borrower and the Lenders and
thereafter  shall be binding  upon and inure to the benefit of the  Borrower and
the  Lenders  and their  respective  successors  and  assigns,  except  that the
Borrower  shall not have the right to assign its rights or obligation  hereunder
or any interest  herein without the prior written  consent of the Lenders except
that the  Borrower  may assign all of such  rights and  obligations,  including,
without  limitation,  the security  interest in the  Collateral to any successor
corporation following any merger of the Borrower.

         SECTION  5.07.  ADDITIONAL  SECURITY.  If the  Lenders at any time hold
security  for any  Obligations  in addition to the  Collateral,  the Lenders may
enforce the terms of this Agreement or otherwise realize upon the Collateral, at
their option,  either before or concurrently with the exercise of remedies as to
such other  security or, after a sale is made of such other  security,  they may
apply the  proceeds  upon the  Obligations  without  affecting  the status of or
waiving  any  right  to  exhaust  all  or  any  other  security,  including  the
Collateral,  and  without  waiving  any  breach or default or any right or power
whether exercised under this Agreement, contained in this Agreement, or provided
for in respect of any such other security.

         SECTION  5.08.  GOVERNING  LAW AND  SUBMISSION  TO  JURISDICTION.  This
Agreement  and the Notes shall be deemed to be contracts  made under the laws of
the State of New York,  and for all purposes shall be governed by, and construed
in  accordance  with,  the laws of said  State,  and the parties  hereto  hereby
irrevocably  agree to submit to the  jurisdiction  and venue of the  federal and
state courts of said State,  and the Borrower  authorizes the service of process
on it by registered or certified mail sent to any address  authorized in Section
5.03 as an address for the sending of notices.

         SECTION  5.09.  SEVERABILITY  OF  PROVISIONS.  Any  provision  of  this
Agreement which is prohibited or unenforceable in any jurisdiction  shall, as to
such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability   without  invalidating  the  remaining  provisions  hereof  or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.

         SECTION 5.10.  HEADINGS.  Article  and  Section  headings  used in this
Agreement are for convenience only and shall not affect the construction of this
Agreement.

         SECTION 5.11. EXECUTION IN COUNTERPARTS. This Agreement may be executed
and delivered  (including by facsimile) in any number of  counterparts,  each of
which when so executed and  delivered  shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.

         SECTION  5.12.  WAIVER OF TRIAL BY JURY.  EACH OF THE  LENDERS  AND THE
BORROWER  HEREBY WAIVES TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM
BROUGHT BY OR AGAINST IT ON ANY  MATTERS  WHATSOEVER,  IN  CONTRACT  OR IN TORT,
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS  AGREEMENT,  THE NOTES,  OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective  officers  thereunto duly authorized as of the date
first above written.




DIRECTRIX, INC.




By:
   --------------------------------
   J. Roger Faherty, Chairman & CEO

<PAGE>

ORIGINAL LENDERS




-----------------------------------
J. Roger Faherty




-----------------------------------
Donald J. McDonald, Jr.




NEW LENDERS


MARLIN CAPITAL CORP




By:
   --------------------------------
   Mark Eagen, President



-----------------------------------
Leland H. Nolan


NEW HORIZONS INVESTMENT CORP., N.V.




By:
   --------------------------------
   Russell Molina, Attorney-In-Fact

<PAGE>

<TABLE>
<CAPTION>


                                         Schedule 1.01

----------------------------------- ---------------------------- --------------- -----------------
        Original Lenders                  Address                  First Round     Second Round
                                       Facsimile Number             Commitment       Commitment
                                                                      %age             %age
<S>                                          <C>                       <C>               <C>
----------------------------------- ---------------------------- --------------- -----------------
                                    236 West 26th Street, 12th        81.82            25.71
J. Roger Faherty                    Floor
                                    New York, NY 10001
                                    Fax. No.: 212-633-7414
----------------------------------- ---------------------------- --------------- -----------------
Donald J. McDonald, Jr.             236 West 26th Street, 12th        18.18              5.71
                                    Floor
                                    New York, NY 10001
                                    Fax. No.: 212-633-7414
----------------------------------- ---------------------------- --------------- -----------------


----------------------------------- ---------------------------- --------------- -----------------
         New Lenders                      Address                  First Round     Second Round
                                       Facsimile Number             Commitment       Commitment
                                                                      %age             %age
----------------------------------- ---------------------------- --------------- -----------------
Leland H. Nolan                     90 Prince Street                  16.67            11.43
                                    New York, NY 10012
----------------------------------- ---------------------------- --------------- -----------------
Marlin Capital Corp                 11 South LaSalle Street           20.83            14.29
                                    Suite 3310
                                    Chicago, IL 60605
----------------------------------- ---------------------------- --------------- -----------------
New Horizons Investment Corp. N.V.  c/o 4900 Woodway, Suite 650       62.50            42.86
                                    Houston, TX 77056
----------------------------------- ---------------------------- --------------- -----------------

</TABLE>

<PAGE>

                                    Exhibit A
                             FORM OF PROMISSORY NOTE

                                                              New York, New York
                                                              Dated:      , 2000

                                 PROMISSORY NOTE

$XX.XX

         FOR VALUE RECEIVED DIRECTRIX,  INC., a company organized under the laws
of Delaware (the  "Borrower"),  does hereby  promise to PAY TO THE ORDER OF (THE
"LENDER")  the  principal  amount of UNITED STATES  DOLLARS  ($_______),  or the
aggregate  principal amount of all advances (the "Advances") made by the Lenders
pursuant to the Loan Agreement referred to below, whichever is less, at the time
and in the manner  specified in the Amended and  Restated  Loan  Agreement.  All
defined  terms used  herein  shall  have the  meanings  assigned  thereto in the
Amended and Restated Loan Agreement.

         The  Borrower  also  promises to pay  interest on the unpaid  principal
amount of this Note at 11% per annum.  The interest  rate in effect from time to
time pursuant to this Note shall be referred to herein as the "Applicable Rate".

         Interest on the Advances shall accrue and be due and payable monthly in
arrears on the last day of each month,  until the entire principal amount of the
Note has been repaid in full. All interest accrued hereunder not previously paid
shall be due and  payable  on the date that the last  payment  of the  principal
amount  hereof is paid or payable as set forth in Article 1 of the  Amended  and
Restated Loan Agreement.  Payments of interest and principal will be made to the
order of the Lender at its Account  ______________  maintained  at [Bank] in the
City of New York.

         Any amount of principal or interest  hereof which is not paid when due,
whether at stated maturity, by acceleration,  or otherwise,  shall bear interest
from the date when due until said amount is paid in full,  payable on demand, at
a rate per  annum  equal to 2% above  the then  Applicable  Rate  (the  "Default
Rate").

         Absent  manifest  error,  the  records  of the Lender and the notice in
respect  of  interest  due,  shall be  conclusive  as to  amounts  of  principal
outstanding and interest due on this Note from time to time.

         This Note is one of the Notes  referred  to in, and is  entitled to the
benefits of, the Amended and Restated  Loan and Security  Agreement  dated as of
January , 2000 among the Borrower,  the Lender and other persons which agreement
provides,  among other things,  contains  provisions for the acceleration of the
maturity hereof upon the happening of certain stated events.

         This Note shall be governed by the laws of the State of New York.

DIRECTRIX, INC.




By:____________________________________
Name:__________________________________
Title:_________________________________