LOAN AGREEMENT

                         Dated as of January 30, 1997

INNODATA  CORPORATION,  a  Delaware corporation, having its principal place of
business  at 95 Rockwell Place, Brooklyn, New York 11217 (the "Borrower"), and
THE  CHASE MANHATTAN BANK, a New York banking corporation, having an office at
One  Pierrepont Plaza, Brooklyn, New York 11201-2791 (the "Bank") hereby agree
as  follows:

                                   ARTICLE I

                       DEFINITIONS AND ACCOUNTING TERMS

SECTION  1.01. CERTAIN DEFINED TERMS. As used in this Agreement, the following
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terms  shall  have  the  following  meanings  (such  meanings  to  be  equally
applicable  to  both  the  singular  and  plural  forms of the terms defined):

"ADJUSTED  LIBOR  RATE"  means,  with  respect  to any Eurodollar Loan for any
Interest  Period,  an interest rate per annum (rounded, if not already a whole
multiple  of  1/100  of  one (.01%) percent to the nearest 1/100 of one (.01%)
percent)  equal  to  the  product  of  (a)  the  LIBOR  Rate and (b) Statutory
Reserves.

"AFFILIATE"  means, as to any Person (i) a Person which directly or indirectly
controls,  or  is controlled by, or is under common control with, such Person;
(ii)  a  Person  which  directly or indirectly beneficially owns or holds five
(5%)  percent or more of any class of voting stock of, or five (5%) percent or
more  of  the  equity  interest  in,  such Person; or (iii) a Person five (5%)
percent  or more of the voting stock of which, five (5%) or more of the equity
interest  of  which,  is  directly or indirectly beneficially owned or held by
such Person. The term control means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person,  whether  through  the ownership of voting securities, by contract, or
otherwise.

"AGREEMENT"  means  this  Loan Agreement, as amended, supplemented or modified
from  time  to  time.

"BOARD  OF  GOVERNORS"  means  the  Board  of Governors of the Federal Reserve
System  of  the  United  States  of  America.

"BUSINESS  DAY"  means  a  day  of the year on which banks are not required or
authorized  to  close  in  New  York  City, provided that, if the relevant day
relates  to  a  Eurodollar  Loan, a Eurodollar Interest Period, or notice with
respect  to  a  Eurodollar  Loan,  the term "Business Day" shall mean a day on
which  dealings in dollar deposits are also carried on in the London Interbank
Market  and  banks  are  open  for  business  in  London.

"CAPITAL  LEASE" means a lease which has been or should be, in accordance with
GAAP,  capitalized  on  the  books  of  the  lessee.

"COLLATERAL"  means  all  property which is subject or is to be subject to the
Lien  granted  by  the  Security  Agreement.

"COMMITMENT"  means the Bank's obligation, subject to the terms and conditions
hereof,  to  make Revolving Credit Loans to the Borrower pursuant to the terms
and  conditions  of  this  Agreement and to convert the outstanding balance of
such  Revolving  Credit  Loans  to  the  Converted Term Loan on the Conversion
Date.

"CONSOLIDATED  AFFILIATES"  means,  as  to any Person from time to time, those
Affiliates  of  such  Person  which  are  consolidated with such Person in the
financial  statements  delivered  pursuant  to  Section  5.01  (b).

"CONSOLIDATED  CAPITAL  EXPENDITURES"  means,  as to any Person, the aggregate
amount of any expenditures (including purchase money Liens) by such Person and
its  Consolidated Affiliates for assets (including fixed assets acquired under
Capital  Leases)  which  it  is  contemplated will be used or usable in fiscal
years  subsequent  to  the  year  of  acquisition.

"CONSOLIDATED  CURRENT  ASSETS"  means,  as  to  any  Person, at any date, the
aggregate  amount of all assets of such Person and its Consolidated Affiliates
which  would  be  properly  classified  as  current  assets  at such date, but
excluding any prepaid items such as rent or insurance and deferred assets, all
computed  and  consolidated  in  accordance  with  GAAP.

"CONSOLIDATED  CURRENT  LIABILITIES"  means,  as  to any Person, the aggregate
amount  of  all  liabilities  of  such  Person and its Consolidated Affiliates
(including  tax  and other proper accruals) which would be properly classified
as  current  liabilities,  including  the  current  portion of the outstanding
principal  amount  of  the  Notes, all computed and consolidated in accordance
with  GAAP.

"CONSOLIDATED  EBITDA"  shall  mean,  with  respect  to  the  Borrower and its
Consolidated  Affiliates  for  any period of determination, the sum of (i) net
income  excluding any non-operating income (i.e., other than in the Borrower's
ordinary  course  of  business), (ii) Interest Expense, (iii) depreciation and
amortization  and  (iv) Federal, state and local income taxes, in each case of
the  Borrower and its Consolidated Affiliates on a consolidated basis for such
period,  computed  in  accordance  with  GAAP.

"CONSOLIDATED  SUBORDINATED  DEBT"  means,  as  to  any  Person,  all  of  the
Subordinated Debt of such Person and its Consolidated Affiliates, computed and
consolidated  in  accordance  with  GAAP.

"CONSOLIDATED  TANGIBLE  NET WORTH" means, as to any Person, the excess of (i)
the  sum  of  such  Person's  Consolidated  Total  Assets  plus  such Person's
Consolidated  Subordinated  Debt,  including the current portion thereof, less
all  intangible  assets  properly  classified  as such in accordance with GAAP
including,  but  without limitation, patents, patent rights, trademarks, trade
names,  franchises,  copyrights,  licenses  (other than licenses for purchased
software  used  in  such  Person's ordinary course of business, in amounts not
exceeding  $1,300,000.00  in  the  aggregate), permits and goodwill, over (ii)
such  Person's  Consolidated  Total  Liabilities.

"CONSOLIDATED  TOTAL ASSETS" means, as to any Person, the aggregate book value
of  the  assets  of  such  Person  and  its  Consolidated Affiliates after all
appropriate  adjustments  in  accordance  with  GAAP  (including,  without
limitation,  reserves for doubtful receivables, obsolescence, depreciation and
amortization  and  excluding  the amount of any write-up or revaluation of any
asset).

"CONSOLIDATED  TOTAL  LIABILITIES"  means,  as  to  any  Person,  all  of  the
liabilities  of  such  Person  and  its Consolidated Affiliates, including all
items  which,  in accordance with GAAP would be included on the liability side
of  the  balance sheet (other than capital stock, capital surplus and retained
earnings)  computed  and  consolidated  in  accordance  with  GAAP.

"CONSOLIDATED  TOTAL  UNSUBORDINATED LIABILITIES" means, as to any Person, the
Consolidated  Total  Liabilities  less  Consolidated Subordinated Debt of such
Person  and  its  Consolidated  Affiliates,  computed  and  consolidated  in
accordance  with  GAAP.

"CONSOLIDATED  UNFUNDED  CAPITAL  EXPENDITURES"  means,  as  to  any  Person,
Consolidated  Capital  Expenditures made by such Person without the incurrence
of  Debt;  provided,  however,  that  100%  of  the purchase price of Eligible
Equipment  financed  with  Revolving  Credit  Loans  shall  be deemed a funded
capital  expenditure.

"CONVERSION  DATE"  means  December  31,  1997.

"CONVERTED  TERM LOAN" shall have the meaning assigned in Section 2.05 hereof.

"CONVERTED  TERM  LOAN  MATURITY  DATE"  means  the  third  anniversary of the
Conversion  Date.

"CONVERTED  TERM LOAN NOTE" means a promissory note of the Borrower payable to
the  order of the Bank, in substantially the form of Exhibit B annexed hereto,
evidencing  the  indebtedness  of  the Borrower to the Bank resulting from the
Converted  Term  Loan  made  by  the  Bank  to  the  Borrower pursuant to this
Agreement.

"DEBT"  means,  as  to  any  Person, (i) all indebtedness or liability of such
Person  for  borrowed money; (ii) indebtedness of such Person for the deferred
purchase  price  of  property or services (including trade obligations); (iii)
obligations  of  such  Person  as  a lessee under Capital Leases; (iv) current
liabilities  of  such  Person in respect of unfunded vested benefits under any
Plan;  (v)  obligations  of such Person under letters of credit issued for the
account  of  such  Person;  (vi)  obligations  of  such  Person  arising under
acceptance  facilities;  (vii)  all  guaranties,  endorsements (other than for
collection or deposit in the ordinary course of business) and other contingent
obligations  to  purchase,  to  provide  funds for payment, to supply funds to
invest  in  any  other Person, or otherwise to assure a creditor against loss;
(viii)  obligations  secured  by  any  Lien  on  property owned by such Person
whether  or  not  the  obligations  have  been  assumed;  and  (ix)  all other
liabilities  recorded  as  such,  or which should be recorded as such, on such
Person's  financial  statements  in  accordance  with-GAAP.

"DEBT SERVICE COVERAGE RATIO" shall mean, with respect to the Borrower and its
Consolidated  Affiliates  on a consolidated basis for the applicable period of
determination, the ratio of (A) Consolidated EBITDA less Consolidated Unfunded
Capital Expenditures for the period of determination to (B) the sum of (i) the
aggregate  of  payments of principal with respect to indebtedness for borrowed
money  (other  than  indebtedness  relating  to  the  Line  of Credit or other
indebtedness  obtained  in  compliance with Section 5.02 (a) (x) hereof during
the period of determination), plus (ii) the aggregate of payments of principal
on  Capitalized  Lease  obligations  during  the period of determination, plus
(iii) cash Interest Expense during the period of determination, plus (iv) cash
dividend  payments made by the Borrower and, without duplication, Consolidated
Affiliates  during  the  period  of  determination;  provided,  however,  that
dividends  paid to or from the Borrower to or from Consolidated Affiliates, as
the  case  may  be,  shall  not  be  considered cash dividend payments for the
purposes  of  this  clause  (iv).

"DEFAULT" means any of the events specified in Section 6.01 of this Agreement,
whether  or  not  any  requirement  for  notice  or lapse of time or any other
condition  has  been  satisfied.

"DOLLARS"  AND THE SIGN "$" mean lawful money of the United States of America.

"ELIGIBLE EQUIPMENT" means any item of equipment which, after giving effect to
the  purchase  thereof  through  the  use  of  proceeds  of  a Loan to be made
hereunder,  will  be  owned by the Borrower free and clear of any Lien, except
the  Bank's Lien under the Security Agreement, and which will meet each of the
following  criteria:

(a)         such equipment constitutes personalty and "equipment", and neither
constitutes  nor  includes,  fixtures,  inventory,  chattel paper, accounts or
contract  rights  as  such terms are defined in the Uniform Commercial Code of
New  York  as  in  effect  from  time  to  time;

(b)         such equipment is not (i) a motor vehicle; (ii) the subject of any
lease  or  conditional  sales arrangement; or (iii) intended for use primarily
for  personal,  family  or  household  purposes;

(c)        such equipment is not "consumer goods" as such terms are defined in
the  Uniform  Commercial  Code  of  New  York  as in effect from time to time;

(d)     such equipment at all times will be located in either the Philippines,
Sri  Lanka,  India,  the  United Kingdom or the State of New York, California,
Maryland  or New Jersey, and the Bank (i) has received notice of such location
pursuant  to Section 2.01 hereof, and (ii) continues to receive reports of the
location of such equipment outside the United States as part of the Borrower's
quarterly  reporting  requirements  pursuant  to Section 5.01 (b) (ii) hereof;

(e)          such equipment is not interrelated or interconnected (in a manner
similar  to  an  attachment  or  accession)  to  other  equipment which is not
Collateral;

(f)       such equipment is in good condition, repair and working order and is
insured  in  accordance  with  this  Agreement  and  the  Security  Agreement;

(g)         with respect to any software forming a component of equipment, the
Borrower has a license or a right to use such software, which license or right
by  its  terms  may be assigned to the Bank pursuant to the Security Agreement
and/or  an  exercise  by  the  Bank  of  its  rights  thereunder;

(h)          such  equipment  is  not  aircraft  or  aircraft  parts;  and

(i)        the Bank is the holder of a first priority security interest in the
Borrower's  interest  therein, and such security interest is perfected against
all  Persons  and  is  subject  to  no  other  Liens.

"ERISA"  means the Employee Retirement Income Security Act of 1974, as amended
from  time  to  time, the regulations promulgated thereunder and the published
interpretations  thereof  as  in  effect  from  time  to  time.

"ERISA  AFFILIATE"  means  any trade or business (whether or not incorporated)
which  together with any other Person would be treated, with such Person, as a
single  employer  under  Section  4001  of  ERISA.

"EURODOLLAR  LOAN"  means  a  Loan  bearing  interest  at  a rate based on the
Adjusted  LIBOR  Rate  in accordance with the provisions of Article II hereof.

"EVENT  OF  DEFAULT" means any of the events specified in Section 6.01 of this
Agreement,  provided  that  any requirement for notice or lapse of time or any
other  condition  has  been  satisfied.

"FIXED  RATE  LOANS"  means  Eurodollar  Loans.

"GAAP"  means  Generally  Accepted  Accounting  Principles.

"GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES"  means  those generally accepted
accounting  principles  and  practices  which  are  recognized  as such by the
American  Institute  of  Certified  Public  Accountants  acting  through  the
Financial  Accounting  Standards  Board  ("FASB") or through other appropriate
boards  or  committees  thereof  and  which  are  consistently applied for all
periods so as to properly reflect the financial condition, operations and cash
flows  of  a Person, except that any accounting principle or practice required
to  be  changed  by  the  FASB (or other appropriate board or committee of the
FASB)  in  order  to  continue as a generally accepted accounting principle or
practice  may  be so changed. Any dispute or disagreement between the Borrower
and  the  Bank  relating to the determination of Generally Accepted Accounting
Principles  shall,  in the absence of manifest error, be conclusively resolved
for all purposes hereof by the written opinion with respect thereto, delivered
to  the  Bank,  of  the  independent  accountants selected by the Borrower and
approved  by  the  Bank  for  the  purpose  of auditing the periodic financial
statements  of  the  Borrower.

"HAZARDOUS  MATERIALS"  includes,  without  limit,  any  flammable explosives,
radioactive  materials,  hazardous  materials,  hazardous wastes, hazardous or
toxic  substances,  or  related  materials  defined  in  the  Comprehensive
Environmental  Response,  Compensation,  and Liability Act of 1980, as amended
(42  U.S.C.  Sections  9601,  et seq.), the Hazardous Materials Transportation
Act,  as  amended  (49 U.S.C. Section 1801 et seq.), the Resource Conservation
and  Recovery  Act,  as amended (42 U.S.C. Sections 9601 et. seq.), and in the
regulations  adopted  and  publications  promulgated  pursuant thereto, or any
other  federal,  state  or  local  environmental  law,  ordinance,  rule  or
regulation.

"INTEREST  DETERMINATION  DATE"  means,  in the case of a Fixed Rate Loan, the
last  day  of  the  applicable  Interest  Period.

"INTEREST  EXPENSE"  means,  with respect to the Borrower and its Consolidated
Affiliates  for  the  applicable period of determination thereof, the interest
expense  of  the  Borrower  and its Consolidated Affiliates during such period
determined  on  a consolidated basis in accordance with GAAP, and shall in any
event include, without limitation (i) the amortization of debt discounts, (ii)
the amortization of all fees payable in connection with the incurrence of Debt
to  the  extent  included  in  interest  expense, and (iii) the portion of any
Capital  Lease  obligations  allocable  to  interest  expense.

"INTEREST  PAYMENT  DATE"  means  (i)  as  to  each Fixed Rate Loan, the first
Business  Day of each month during the applicable Interest Period and the last
day of the applicable Interest Period and (ii) as to each Prime Rate Loan, the
first  Business  Day  of  each  month.

"INTEREST  PERIOD"  means (i) as to any Eurodollar Loan, the period commencing
on  the  date  of  such  Eurodollar  Loan  and  ending  on  the  numerically
corresponding day in the calendar month that is one, two, three, six or twelve
months  thereafter;  as the Borrower may elect (or, if there is no numerically
corresponding  day,  on  the last Business Day of such month), and (ii) if any
Interest  Period would end on a day which is not a Business Day, such Interest
Period  shall be extended to the next succeeding Business Day unless such next
succeeding  Business  Day would fall in the next calendar month, in which case
such  Interest  Period  shall end on the next preceding Business Day, (iii) no
Interest  Period in respect of a Fixed Rate Loan representing a portion of the
principal  required  to  be  paid  in  accordance with the terms hereof may be
selected  unless  the  outstanding  Prime  Rate Loans and Fixed Rate Loans for
which  the  relevant  Interest  Periods  end  on  or prior to the date of such
payment  are  in  an  aggregate  amount  which will be sufficient to make such
payment,  (iv)  interest shall accrue from and including the first day of such
Interest Period to but excluding the date of payment of such interest, and (v)
no  Interest  Period  of particular duration with respect to a Eurodollar Loan
may  be  selected  by  the  Borrower  if  the  Bank  determines,  in  its sole
discretion,  that  Eurodollar  Loans  with  such  maturities are not generally
available.

"INVESTMENT"  means  any  stock,  evidence  of  Debt  or other security of any
Person,  any  loan,  advance,  contribution of capital, extension of credit or
commitment  therefor,  including without limitation the guaranty of loans made
to  others  (except  for  current  trade  and customer accounts receivable for
services rendered in the ordinary course of business and payable in accordance
with  customary  trade  terms  in  the  ordinary  course  of business) and any
purchase  of  (i)  any  security  of  another  Person  or (ii) any business or
undertaking  of  any  Person  or  any  commitment  or  option to make any such
purchase,  or  any  other  investment.

"LIBOR  RATE" means the rate (rounded upwards, if not already a whole multiple
of  1/16  of one (1%) percent, to the next higher of 1/16 of one (1%) percent)
at  which  dollar  deposits  approximately  equal  in  principal amount to the
requested  Eurodollar  Loan and for a maturity equal to the requested Interest
Period  are offered in immediately available funds to the London office of the
Bank  by  leading  banks  in  the  London  Interbank Market for Eurodollars at
approximately  11:00  a.m.,  London time, three (3) Business Days prior to the
commencement  of  such  Interest  Period.

"LIEN"  means  any  mortgage,  deed  of  trust,  pledge,  security  interest,
hypothecation,  assignment,  deposit arrangement, encumbrance, lien (statutory
or  other),  or  preference,  priority,  or  other  security  agreement  or
preferential  arrangement,  charge,  or  encumbrance  of  any  kind  or nature
whatsoever, including, without limitation, any conditional sale or other title
retention  agreement,  any  financing  lease  having  substantially  the  same
economic  effect  as  any  of  the  foregoing, and the filing of any financing
statement  under  the  Uniform  Commercial  Code  or  comparable  law  of  any
jurisdiction  to  evidence  any  of  the  foregoing.

"LINE  OF  CREDIT"  shall have meaning ascribed thereto in Section 5.02(a) (x)
hereof.

"LOAN" OR "LOANS" means the Revolving Credit Loans or the Converted Term  Loan
or  any  or all of the same as the context may require and includes Prime Rate
Loans  and  Fixed  Rate  Loans.

"LOAN  DOCUMENTS"  means this Agreement, the Notes, the Security Agreement and
any  other document executed or delivered pursuant to this Agreement, the Swap
Documentation  or  the  Line  of  Credit.

"MATERIAL  ADVERSE  CHANGE"  means,  as  to any Person, (i) a material adverse
change in the financial condition, business, operations, properties or results
of  operations of such Person or (ii) any event or occurrence which could have
a  material  adverse  effect  on  the  ability  of  such Person to perform its
obligations  under  the  Loan  Documents.

"MULTIEMPLOYER  PLAN"  means  a Plan described in Section 4001(a) (3) of ERISA
which  covers  employees  of  the  Borrower  or  any  ERISA  Affiliate.

"NOTE"  OR  "NOTES" means the Revolving Credit Note or the Converted Term Loan
Note  or  any  or  all  of  the  same  as  the  context  may  require.

"PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding
to  any  or  all  of  its  functions  under  ERISA.

"PERMITTED  INVESTMENTS" means, after giving effect to Investments made by the
Borrower  in  accordance  with  the  terms  and  conditions  hereof (i) direct
obligations  of  the  United  States  of  America  or  any governmental agency
thereof,  or  obligations guaranteed by the United States of America, provided
that  such  obligations  mature  within  one year from the date of acquisition
thereof;  (ii)  time  certificates of deposit having a maturity of one year or
less  issued  by  any commercial bank organized and existing under the laws of
the  United  States  or  any  state  thereof  and having aggregate capital and
surplus in excess of $1,000,000,000.00; (iii) money market mutual funds having
assets  in excess of $2,500,000,000; (iv) commercial paper rated not less than
P-1  or A-1 or their equivalent by Moody's Investor Services, Inc. or Standard
& Poor's Corporation, respectively; or (v) tax exempt securities rated Prime 2
or  better  by  Moody's Investor Services, Inc. or A-1 or better by Standard &
Poor's  Corporation.

"PERSON"  means  an individual, partnership, corporation (including a business
trust), joint stock -company, trust, unincorporated association, joint venture
or  other  entity  or  a  federal,  state  or local government, or a political
subdivision  thereof  or  any  agency  of  such  government  or  subdivision.

"PLAN"  means  any  employee benefit plan established, maintained, or to which
contributions  have  been  made  by  the  Borrower  or  any  ERISA  Affiliate.

"PRIME  RATE" means the rate per annum announced by the Bank from time to time
as  its  prime rate in effect at its principal office on a 360-day basis; each
change  in  the  Prime  Rate  shall  be  effective  on the date such change is
announced  to  become  effective.

"PRIME  RATE  LOAN"  means  a Loan bearing interest at the Prime Rate plus the
margin  as  set  forth  in  Section  2.08  hereof.

"PROHIBITED  TRANSACTION"  means  any  transaction set forth in Section 406 of
ERISA  or  Section  4975 of the Internal Revenue Code of 1986, as amended from
time  to  time.

"REGULATION  D"  means Regulation D of the Board of Governors, as the same may
be  amended  and  in  effect  from  time  to  time.

"REGULATION  G"  means Regulation G of the Board of Governors, as the same may
be  amended  and  in  effect  from  time  to  time.

"REGULATION  T"  means Regulation T of the Board of Governors, as the same may
be  amended  and  in  effect  from  time  to  time.

"REGULATION  U"  means Regulation U of the Board of Governors, as the same may
be  amended  and  in  effect  from  time  to  time.

"REGULATION  X"  means Regulation X of the Board of Governors, as the same may
be  amended  and  in  effect  from  time  to  time.

"REPORTABLE EVENT" means any of the events set forth in Section 4043 of ERISA.

"REVOLVING  CREDIT  LOANS"  shall  have  the  meaning assigned to such term in
Section  2.01  of  this  Agreement.

"REVOLVING CREDIT NOTE" means a promissory note of the Borrower payable to the
order  of  the  Bank,  in  substantially the form of Exhibit A annexed hereto,
evidencing  the  aggregate  indebtedness of the Borrower to the Bank resulting
from  Revolving Credit Loans made by the Bank to the Borrower pursuant to this
Agreement.

"SECURITY  AGREEMENT" means a security agreement, in substantially the form of
Exhibit  C  annexed hereto, to be executed and delivered pursuant to the terms
of  this  Agreement.

"STATUTORY  RESERVES" means a fraction (expressed as a decimal), the numerator
of  which  is  the  number  one and the denominator of which is the number one
minus  the  aggregate  of  the maximum reserve percentages (including, without
limitation,  any  marginal,  special,  emergency,  or  supplemental  reserves)
expressed  as  a  decimal  established by the Board of Governors and any other
banking  authority  to  which the Bank is subject with respect to the Adjusted
LIBOR  Rate  for  Eurocurrency  Liabilities (as defined in Regulation D). Such
reserve  percentages  shall  include,  without limitation, those imposed under
such Regulation D. Eurodollar Loans shall be deemed to constitute Eurocurrency
Liabilities  and  as  such  shall  be  deemed  to  be  subject to such reserve
requirements without benefit of or credit for proration, exceptions or offsets
which  may be available from time to time to the Bank under such Regulation D.
Statutory  Reserves shall be adjusted automatically on and as of the effective
date  of  any  change  in  any  reserve  percentage.

"SUBORDINATED  DEBT"  means  Debt  of  any  Person, the repayment of which the
obligee  has  agreed in writing, on terms which have been approved by the Bank
in  advance  in  writing, shall be subordinate and junior to the rights of the
Bank  with  respect  to  Debt  owing  from  such  Person  to  the  Bank.

"SUBSIDIARY"  means,  as  to any Person, any corporation, partnership or joint
venture  whether  now  existing or hereafter organized or acquired: (i) in the
case  of  a corporation, of which a majority of the securities having ordinary
voting  power for the election of directors (other than securities having such
power  only by reason of the happening of a contingency) are at the time owned
by  such  Person and/or one or more Subsidiaries of such Person or (ii) in the
case  of a partnership or joint venture of which a majority of the partnership
or  other ownership interests are at the time owned by such Person and/or more
of  its  Subsidiaries.

"SWAP  DOCUMENTATION"  shall  have  the  meaning  ascribed  thereto in Section
3.01(i)  hereof.

SECTION  1.02.  COMPUTATION  OF  TIME  PERIODS.  In  this  Agreement  in   the
                -------------------------------
computation  of  periods  of  time  from a specified date to a later specified
date,  the  word  "from"  means  "from  and  including" and the words "to" and
"until"  each  means  "to  but  excluding".

SECTION  1.03.  ACCOUNTING  TERMS.  Except  as  otherwise  herein specifically
                ------------------
provided,  each accounting term used herein shall have the meaning given to it
under  GAAP.  Without  limiting  the  generality  of  the  foregoing, the term
"current  portion"  shall  mean  that  portion of the amount to be received or
expended,  as the case may be, during the immediately next succeeding four (4)
consecutive  fiscal  quarterly  periods  reflected in the financial statements
having  been  most recently delivered to the Bank in accordance with the terms
and  conditions  hereof.



                                  ARTICLE II

                         AMOUNT AND TERMS OF THE LOANS

SECTION 2.01. THE REVOLVING CREDIT LOANS. The Bank agrees, on the date of this
              ---------------------------
Agreement,  and  on  the  terms  and  conditions  and  in  reliance  upon  the
representations  and  warranties  hereinafter  set forth in this Agreement, to
lend to the Borrower prior to the Conversion Date such amounts as the Borrower
may  request  from  time  to  time (individually, a "Revolving Credit Loan" or
collectively,  the  "Revolving  Credit  Loan"),  provided,  however,  that the
aggregate  amount  of  such Revolving Credit Loans outstanding at any one time
shall  not  exceed One Million ($1, 000,000.00) Dollars (the "Commitment"), or
such  lesser  amount of the Commitment as may be reduced pursuant to the terms
hereof.  Revolving  Credit Loans borrowed and repaid may not be reborrowed and
the  Commitment shall be reduced by the amount of such repaid Revolving Credit
Loans.  The  Bank  shall have no obligation to respond to a notice given under
Section  2.02  hereof  or  to make a Revolving Credit Loan unless (1) the Bank
shall  have  received,  at  least  3  days  prior  to the proposed date of the
requested Revolving Credit Loan, true and complete copies of purchase invoices
(in  form  and substance satisfactory to the Bank) in respect of the equipment
which  is to be purchased with the proceeds of such requested Revolving Credit
Loan;  (2)  the  Borrower  demonstrates  to  the Bank's satisfaction that such
equipment  meets  all of the criteria of Eligible Equipment including, without
limitation,  the  name of the country outside the United States or the name(s)
of  the  State(s)  and  counties  within  the  United States within which such
equipment will be located; and (3) the Revolving Credit Loan to be used to pay
up  to  80%  of  the purchase price of such equipment will constitute the only
Debt incurred with respect to such equipment, and each request by the Borrower
for  a  Revolving  Credit  Loan  hereunder  shall  constitute  the  Borrower's
representation  and warranty that the substance of each of clauses (2) and (3)
above,  and  all  information  provided  in  compliance therewith, is true and
complete  in  all  respects.

Each Revolving Credit Loan shall be a Prime Rate Loan or a Fixed Rate Loan (or
a  combination  thereof)  as  the  Borrower  may  request  subject  to  and in
accordance  with  Section 2.02. The Bank may at its option make any Eurodollar
Loan by causing a foreign branch or affiliate to make such Loan, provided that
any exercise of such option shall not affect the obligation of the Borrower to
repay  such  Loan  in  accordance with the terms of the Revolving Credit Note.
Subject  to  the  other provisions hereof, Revolving Credit Loans of more than
one  type  may  be  outstanding  at  the  same  time.

SECTION  2.02.  NOTICE  OF  REVOLVING  CREDIT  LOANS.
                -------------------------------------

(a)          The  Borrower  shall  give  the  Bank irrevocable written, telex,
telephonic (immediately confirmed in writing) or facsimile notice (i) at least
three (3) Business Days prior to each Revolving Credit Loan comprised in whole
or  in  part  of one or more Eurodollar Loans, and (ii) prior to 11:00 a.m. on
the  day of each Revolving Credit Loan consisting solely of a Prime Rate Loan.
Such  notice shall specify the date of such borrowing, the amount thereof, and
whether  such  Loan is to be (or what portion or portions thereof are to be) a
Prime  Rate  Loan  or  a  Fixed  Rate  Loan  and,  if such Loan or any portion
therefore is to consist of one or more Fixed Rate Loans, the principal amounts
thereof  and  Interest  Period or Interest Periods with respect thereto. If no
election  as  to  a  type  of  Loan is specified in such notice, such Loan (or
portion  thereof  as  to which no election is specified) shall be a Prime Rate
Loan.    If  no election as to the Interest Period is specified in such notice
with  respect  to  any  Eurodollar  Loan, the Borrower shall be deemed to have
selected  an  Interest  Period  of  one  month's  duration.

(b)     The Borrower may elect, subject to the terms and conditions hereof, to
continue  a Fixed Rate Loan or a portion thereof from one Interest Period into
a  subsequent  Interest  Period by giving the Bank at least three (3) Business
Days'  prior  written, telex, telephonic (immediately confirmed in writing) or
facsimile  irrevocable  notice  of  its  intention  to  do  so  (subject  to
availability).    If  no  such  election is made, or if an election is made to
continue  a  Fixed Rate Loan at the end of its Interest Period when such Loans
are  not  available,  and  the  applicable  Fixed  Rate  Loan is not otherwise
continued  or converted, such Fixed Rate Loan shall automatically be converted
to  a  Prime  Rate  Loan  on  the  expiration  of  such  Interest  Period.

(c)     No Interest Period may be selected with respect to a Loan which would,
in  either case, end later than the Conversion Date or the Converted Term Loan
Maturity  Date.

SECTION  2.03.  REVOLVING  CREDIT NOTE. Each Revolving Credit Loan shall be in
                -----------------------
the  minimum  principal  amount,  and  in minimum multiples thereafter, of One
Hundred  Thousand  ($100,000.00)  Dollars, except that if a Prime Rate Loan so
requested  shall  exhaust  the remaining available Commitment, such Prime Rate
Loan  may  be  in  an  amount  equal  to the amount of the remaining available
Commitment,  and  shall  be  evidenced  by  the  Revolving  Credit Note of the
Borrower.  The  Revolving Credit Note shall be dated the date hereof and be in
the  principal amount of One Million ($1,000,000.00) Dollars, and shall mature
on the Conversion Date, at which time the entire outstanding principal balance
and  all  interest thereon shall be due and payable. The Revolving Credit Note
shall  be  entitled  to  the  benefits  and  subject to the provisions of this
Agreement.

At  the  time  of  the making of each Revolving Credit Loan and at the time of
each  payment of principal thereon, if any, the holder of the Revolving Credit
Note  is  hereby authorized by the Borrower to make a notation on the schedule
annexed  to the Revolving Credit Note of the date and amount, and the type and
Interest  Period  of the Revolving Credit Loan or payment, as the case may be.
Failure to make a notation with respect to any Revolving Credit Loan shall not
limit  or  otherwise  affect the obligation of the Borrower hereunder or under
the  Revolving Credit Note with respect to such Revolving Credit Loan, and any
payment of principal on the Revolving Credit Note by the Borrower shall not be
affected  by  the  failure  to  make  a  notation  thereof  on  said schedule.

SECTION  2.04.  CONVERSION  AND CONTINUATION OF LOANS. The Borrower shall have
                --------------------------------------
the  right, at any time, on three (3) Business Days' prior irrevocable written
notice  to  the  Bank  (which notice, to be effective, must be received by the
Bank  not  later  than  11:00  a.m.,  New  York  City time, on the third (3rd)
Business  Day  preceding  the  date  of  any continuation or conversion (i) to
continue  any  Fixed  Rate  Loan or portion thereof into a subsequent Interest
Period  (subject  to availability) or (ii) to convert a Prime Rate Loan into a
Fixed  Rate  Loan  (subject  to  availability),  subject  to  the  following:

(a)      no Event of Default shall have occurred and be continuing at the time
of  any  proposed  conversion  or  continuation;

(b)       in the case of a continuation or conversion of fewer than all Loans,
the  aggregate principal amount of each Fixed Rate Loan continued or converted
shall  be  in  the  minimum  amount  of  $100,000  and in minimum multiples of
$100,000;

(c)     each continuation or conversion shall be effected by the Bank applying
the  proceeds of the new Loan to the Loan (or portion thereof) being continued
or  converted;

(d)     if the new Loan made as a result of a continuation or conversion shall
be  a  Fixed  Rate  Loan, the first Interest Period with respect thereto shall
commence  on  the  date  of  continuation  or  conversion;

(e)          each  request  for a Eurodollar Loan which shall fail to state an
applicable  Interest  Period  shall  be deemed to be a request for an Interest
Period  of  one  month;  and

(f)         in the event that the Borrower shall not give notice to continue a
Fixed  Rate Loan as provided above, such Loan shall automatically be converted
into  a Prime Rate Loan at the expiration of the then current Interest Period.

SECTION  2.05.  CONVERSION  DATE:  MAKING  OF  CONVERTED  TERM  LOAN.
                -----------------------------------------------------

(a)       The Borrower shall be obligated to pay to the Bank on the Conversion
Date  the  then outstanding principal amount of the Revolving Credit Loans and
all  accrued  but unpaid interest thereon. The Bank agrees, upon the terms and
subject to the conditions hereof including, without limitation, the conditions
of Section 3.03 hereof, and provided that no Default or Event of Default shall
have occurred and be continuing, to make a converted term loan (the "Converted
Term  Loan") to the Borrower, on the Conversion Date in an amount equal to the
lesser of the Commitment or the aggregate principal amount of Revolving Credit
Loans  then  outstanding  under  the  Revolving  Credit  Note.

(b)        The Bank shall make the Converted Term Loan by crediting the amount
thereof  towards  the  repayment  of  the principal amount of Revolving Credit
Loans  outstanding  under  the  Revolving  Credit  Note.

(c)     The Converted Term Loan shall bear interest, at the Borrower's option,
at  a  rate per annum equal to an interest rate based upon the Eurodollar Rate
or  upon  the  Prime  Rate, in each case, as set forth in Section 2.08 hereof.

SECTION  2.06.  CONVERTED  TERM  LOAN  NOTE.  The Converted Term Loan shall be
                ----------------------------
evidenced  by the Converted Term Loan Note of the Borrower. The Converted Term
Loan Note shall be dated the Conversion Date and shall mature on the Converted
Term Loan Maturity Date at which time the entire outstanding principal balance
and  all  interest  thereon  shall be due and payable. The Converted Term Loan
Note  shall  be entitled to the benefits and subject to the provisions of this
Agreement.

SECTION  2.07. REPAYMENT OF CONVERTED TERM LOAN NOTE. The principal balance of
               --------------------------------------
the Converted Term Loan Note together with interest at the applicable interest
rate(s)  shall  be payable in thirty-six (36) monthly installments, due on the
first  Business  Day  of  each month beginning on the first such day after the
Conversion  Date,  and  continuing  on the first Business Day of each calendar
month  thereafter, each such installment being in an amount equal to 1/36th of
the  principal  amount  of  the  Converted  Term  Loan.

SECTION  2.08.  PAYMENT  OF  INTEREST.
                ----------------------

(a)      In the case of a Prime Rate Loan, interest shall be payable at a rate
per  annum  (computed on the basis of the actual number of days elapsed over a
year  of  360  days) equal to 3/4% in excess of the Prime Rate (which interest
rate  shall change when and as the Prime Rate changes). Such interest shall be
payable  on  each  Interest  Payment  Date, commencing with the first Interest
Payment Date after the date of such Prime Rate Loan. Any change in the rate of
interest  on  a Note due to a change in the Prime Rate shall take effect as of
the  date  of  such  change  in  the  Prime  Rate.

(b)      In the case of a Eurodollar Loan, interest shall be payable at a rate
per  annum  (computed on the basis of the actual number of days elapsed over a
year  of 360 days) equal to the Adjusted LIBOR Rate plus three and one half of
one (3 1/2%) percent. Interest shall be payable on each Interest Payment Date,
commencing  with  the  first  Interest  Payment  Date  after  the date of such
Eurodollar  Loan  and  on  each  Interest  Determination  Date. The Bank shall
determine  the  rate  of interest applicable to each requested Eurodollar Loan
for  each  Interest  Period  at  11:00 a.m., New York City time, or as soon as
practicable  thereafter,  three (3) Business Days prior to the commencement of
such  Interest Period and shall notify the Borrower of the rate of interest so
determined.  Such  determination  shall  be  conclusive absent manifest error.

SECTION  2.09.  USE  OF  PROCEEDS.  The proceeds of the Revolving Credit Loans
                ------------------
shall  be  used  by  the Borrower to finance not more than 80% of the purchase
price of Eligible Equipment covered by invoices delivered to the Bank prior to
the  making  of  a Revolving Credit Loan, all pursuant to Section 2.01 hereof.
The  proceeds  of  the  Converted  Term  Loan  shall  be  used by the Borrower
exclusively  to  satisfy  existing obligations to the Bank under the Revolving
Credit  Note.  No part of the proceeds of any Loan may be used for any purpose
that  directly  or indirectly violates or is inconsistent with, the provisions
of  Regulations  G,  T,  U  or  X.

SECTION  2.10.  COMMITMENT FEE; DEFAULT FEE. The Borrower agrees to pay to the
                ----------------------------
Bank from the date of this Agreement through and including the Conversion Date
on  the first Business Day of each month a commitment fee computed at the rate
of  one  eighth  of one (1/8%) percent per annum (computed on the basis of the
actual  number  of  days  elapsed  over  360 days) on the average daily unused
amount  of  the Commitment, such commitment fee being payable for the calendar
month,  or  part  thereof,  preceding the payment date. Additionally, upon the
occurrence  of any Event of Default hereunder, the Borrower shall pay the Bank
$1,000.00  per each such occurrence, irrespective of a decision by the Bank to
waive,  or  refrain  from  waiving,  such  Event  of  Default.

SECTION  2.11. REDUCTION OF COMMITMENT. Upon at least three (3) Business Days'
               ------------------------
prior  written  notice,  the Borrower may irrevocably elect to have the unused
Commitment  terminated in whole or reduced in part provided, however, that any
such  partial  reduction  shall be in a minimum amount of One Hundred Thousand
($100,000.00)  Dollars,  or  whole  multiples  thereof.  The  Commitment, once
terminated  or  reduced,  shall  not be reinstated without the express written
approval  of  the  Bank.

SECTION  2.12.  PREPAYMENT.
                -----------

(a)     The Borrower shall have the right at any time and from time to time to
prepay any Prime Rate Loan, in whole or in part, without premium or penalty on
the  same  day  on  which  telephonic notice is given to the Bank (immediately
confirmed  in  writing)  of  such prepayment provided, however, that each such
prepayment  shall  be on a Business Day and shall be in an aggregate principal
amount  which  is  an  integral  multiple  of  $100,000.

(b)       The Borrower shall have the right at any time and from time to time,
subject  to  the  indemnity and reimbursement provisions hereof, to prepay any
Eurodollar  Loan,  in  whole  or  in  part,  on  three (3) Business Days prior
irrevocable  written  notice  to  the  Bank,  provided,  however,  that  such
prepayment  may  only  be  made  on  an  Interest  Determination  Date.

(c)       The Borrower shall have the right at any time and from time to time,
subject  to  the  indemnity and reimbursement provisions hereof, to prepay the
Converted Term Loan, in whole or in part upon at least three (3) Business Days
prior  irrevocable  written  notice  to the Bank; provided, however, that each
such  prepayment  shall  be  on  a  Business  Day and shall be in an aggregate
principal  amount  which  is  an  integral  multiple  of  $100,000.

(d)       The notice of prepayment shall set forth the prepayment date and the
principal  amount of the Loan being prepaid and shall be irrevocable and shall
commit  the  Borrower to prepay such Loan by the amount and on the date stated
therein.  All  prepayments  shall  be  accompanied  by accrued interest on the
principal  amount  being  prepaid  to  the date of prepayment. Each prepayment
shall be applied first towards unpaid interest on the amount being prepaid and
then  towards  the  principal  in  whole or partial prepayment of Loans by the
Borrower.  In  the  absence  of  such  specification, amounts being prepaid in
respect  of  Revolving  Credit  Loans shall be applied first to any Prime Rate
Loan then outstanding. Eurodollar Loans may be prepaid only in accordance with
the provisions of paragraph (b) above. In the case of the Converted Term Loan,
all  partial  prepayments shall be applied to installments of principal of the
Converted  Term  Loan  in  the  inverse  order  of  maturity.

SECTION  2.13.  REIMBURSEMENT  BY  BORROWER.
                ----------------------------

(a)       The Borrower shall reimburse the Bank upon the Bank's demand for any
loss  incurred  or  to  be  incurred  by  it  in the reemployment of the funds
released  by  any  prepayment  or  conversion of a Fixed Rate Loan required or
permitted  by  this Agreement, if such Fixed Rate Loan is prepaid or converted
(whether  voluntarily  or  by  acceleration) other than on the last day of the
Interest  Period  for such Fixed Rate Loan, or if the Borrower fails to borrow
(or  is  not  able  to  borrow because of an Event of Default or for any other
reason  hereunder)  after having given the Bank notice of such borrowing. Such
loss  shall  be  the  product  of (i) the difference as determined by the Bank
between  (x)  the  rate  of  interest applicable to such Fixed Rate Loan being
prepaid  for the remainder of the Interest Period and (y) the rate of interest
payable on United States Treasury obligations in an amount and with a maturity
similar  to  such Fixed Rate Loan times (ii) the aggregate amount of principal
so  prepaid  or  converted  times  (iii)  the  number of days remaining in the
applicable  Interest  Period  divided  by  360.

(b)       The Borrower shall reimburse the Bank upon the Bank's demand for any
loss,  cost  or  expense  incurred  or  to  be  incurred  by it (in the Bank's
determination)  as  a  result  of  any  prepayment  or  conversion  (whether
voluntarily  or by acceleration) of any Eurodollar Loan other than on the last
day  of  the Interest Period for such Loan, or if the Borrower fails to borrow
the  Eurodollar  Loan (or is not able to borrow because of an Event of Default
or  for  any  other  reason hereunder) after having given the Bank irrevocable
notice of such borrowing. Such reimbursement shall include, but not be limited
to,  any  loss, cost or expense incurred by the Bank in obtaining, liquidating
or  redeploying  any  funds  used  or  to be used in making or maintaining the
Eurodollar  Loan.

SECTION  2.14.  STATUTORY RESERVES. It is understood that the cost to the Bank
                -------------------
of  making  or  maintaining  Eurodollar Loans may fluctuate as a result of the
applicability of, or change in, Statutory Reserves. The Borrower agrees to pay
to  the  Bank  from  time  to  time,  such  amounts  as  shall be necessary to
compensate  the  Bank for the portion of the cost of making or maintaining any
Eurodollar  Loans  made  by  it resulting from any such Statutory Reserves, or
change  therein,  it being understood that the rates of interest applicable to
Eurodollar  Loans  hereunder  have  been  determine don the basis of Statutory
Reserves in effect at the time of determination of the Adjusted LIBOR Rate and
that  such  rates  do not reflect costs imposed on the Bank in connection with
any  change to such Statutory Reserves. It is agreed that for purposes of this
paragraph  the  Eurodollar  Loans made hereunder shall be deemed to constitute
Eurocurrency  Liabilities  as defined in Regulation D and to be subject to the
reserve  requirements  of Regulation D without benefit or credit of proration,
exemptions or offsets which might otherwise be available to the Bank from time
to  time  under  Regulation  D.

SECTION  2.15.  INCREASED  COSTS.  If,  after  the date of this Agreement, the
                -----------------
adoption  of,  or  any  change  in,  any  applicable  law, regulation, rule or
directive,  or  any  interpretation  thereof by any authority charged with the
administration  or  interpretation  thereof:

(a)     subjects the Bank to any tax with respect to its Commitment, the Notes
or on any amount paid or to be paid under or pursuant to this Agreement or the
Notes  (other than any tax measured by or based upon the overall net income of
the  Bank);

(b)       changes the basis of taxation of payments to the Bank of any amounts
payable  hereunder  (other  than any tax measured by or based upon the overall
net  income  to  the  Bank);

(c)     imposes, modifies or deems applicable any reserve, capital adequacy or
deposit  requirements  against  any  assets  held by, deposits with or for the
account  of,  or  loans  made  by,  the  Bank;  or

(d)      imposes on the Bank any other condition affecting its Commitment, the
Notes or this Agreement; and the result of any of the foregoing is to increase
the cost to the Bank of maintaining this Agreement or the Commitment or making
the  Loans,  or  to  reduce  the  amount of any payment (whether of principal,
interest  or  otherwise) receivable by the Bank or to require the Bank to make
any payment on or calculated reference to the gross amount of any sum received
by  it,  in  each  case by an amount which the Bank in its sole judgment deems
material,  then  and  in  any  such  case:

      (i)  the Bank shall promptly advise the Borrower of such event, together
with  the  date  thereof,  the  amount  of such increased cost or reduction or
payment  and  the  way  in  which  such  amount  has  been  calculated;  and

      (ii)  the Borrower shall pay to the Bank, within ten (10) days after the
advice referred to in subsection (a) hereinabove, such an amount or amounts as
will compensate the Bank for such additional cost, reduction or payment for so
long  as  the  same  shall  remain  in  effect.

The  determination  of  the  Bank  as  to  additional amounts payable shall be
conclusive  evidence  of  such  amounts  absent  manifest  error.

SECTION  2.16.  CAPITAL  ADEQUACY.  If the Bank shall have determined that the
                ------------------
applicability of any law, rule, regulation or guideline, or the adoption after
the  date  hereof  of  any  other law, rule, regulation or guideline regarding
capital  adequacy,  or  any  change  in  any  of  the  foregoing  or  in  the
interpretation  or  administration of any of the foregoing by any governmental
authority,   central bank or comparable agency charged with the interpretation
or administration thereof, or compliance by the Bank (or any lending office of
the  Bank)  or  the  Bank's  holding  company  with  any  request or directive
regarding  capital  adequacy  (whether  or not having the force of law) of any
such  authority,  central  bank  or  comparable  agency, has or would have the
effect  of reducing the rate of return on the Bank's capital or on the capital
of  the  Bank's  holding  company, if any, as a consequence of its obligations
hereunder  to  a level below that which the Bank or the Bank's holding company
could  have  achieved but for such adoption, change or compliance (taking into
consideration  to  the  Bank's policies and the policies of the Bank's holding
company  with  respect to capital adequacy) by an amount deemed by the Bank to
be  material,   then from time to time the Borrower shall pay to the Bank such
additional amount or amounts as will compensate the Bank or the Bank's holding
company  for  any  such  reduction  suffered.

SECTION  2.17.  CHANGE  IN  LEGALITY.
                ---------------------

(a)       Notwithstanding anything to the contrary contained elsewhere in this
Agreement,    if  any  change  after the date hereof in law, rule, regulation,
guideline  or  order,    or  in the interpretation thereof by any governmental
authority  charged with the administration thereof, shall make it unlawful for
the  Bank  to  make or maintained any Fixed Rate Loan or to give effect to its
obligations as contemplated hereby with respect to a Fixed Rate Loan, then, by
written  notice  to  the  Borrower,  the  Bank  may:

      (1) declare that Fixed Rate Loans will not thereafter be made hereunder,
whereupon  the  Borrower  shall  be prohibited from requesting such Fixed Rate
Loans  hereunder  unless  such  declaration  is  subsequently  withdrawn;  and

      (2)require that, subject to the provisions hereof, all outstanding Fixed
Rate Loans made by it be converted to a Prime Rate Loan, whereupon all of such
Fixed  Rate  Loans shall be automatically converted to a Prime Rate Loan as of
effective  date  of  such  notice  as  provided  in  paragraph  (b)  below.

(b)      For purposes hereof, a notice to the Borrower by the Bank pursuant to
paragraph  (a)  above  shall  be  effective, for the purposes of paragraph (a)
above,  if  lawful,  and if any Fixed Rate Loans shall then be outstanding, on
the last day of the then current Interest Period; otherwise, such notice shall
be  effective  on  the  date  of  receipt  by  the  Borrower.

SECTION 2.18. INDEMNITY. The Borrower will indemnify the Bank against any loss
              ----------
or expense which the Bank may sustain or incur as a consequence of any default
in  payment  or  prepayment  of  the  principal amount of any Loan or any part
thereof  or  interest accrued thereon, as and when due and payable (at the due
date  thereof, by notice of prepayment or otherwise), or the occurrence of any
Event  of  Default, including but not limited to any loss or expense sustained
or  incurred  in liquidating or employing deposits from third parties acquired
to affect or maintain such Loan or any part thereof. The Bank shall provide to
the  Borrower  a  statement,  signed by an officer of the Bank, explaining the
amount of any such loss or expense (including the calculation of such amount),
which  statement  shall,  in the absence of manifest error, be conclusive with
respect  to  the  parties  hereto.

SECTION  2.19.  CHANGE  IN  LIBOR; AVAILABILITY OF RATES. In the event, and on
                -----------------------------------------
each  occasion,  that, on the day the interest rate for any Fixed Rate Loan is
to  be  determined,  for  (i) a requested Eurodollar Loan, the Bank shall have
determined  (which  determination,  absent manifest error, shall be conclusive
and  binding  upon  the  Borrower)  that  dollar deposits in the amount of the
principal  amount of the requested Eurodollar Loan are not generally available
in the London Interbank Market, or that the rate at which such dollar deposits
are  being offered will not adequately and fairly reflect the cost to the Bank
of  making  or maintaining the principal amount of such Eurodollar Loan during
such  Interest  Period, such Eurodollar Loan shall be unavailable, or (ii) the
Converted  Term  Loan,  the  Bank  shall have determined (which determination,
absent manifest error, shall be conclusive and binding upon the Borrower) that
reasonable  means  do  not  exist  for ascertaining the rate of interest to be
applied to such Converted Term Loan, Loans based on such rate (or rates) shall
be  unavailable.  The  Bank  shall,  as  soon  as practicable thereafter, give
written, telex or telephonic notice of such determination of unavailability to
the  Borrower.  Any request by the Borrower for an unavailable Fixed Rate Loan
shall  be  deemed  to  have  been  a request for a Prime Rate Loan. After such
notice  shall  have  been  given  and  until  the Bank shall have notified the
Borrower  that  the  circumstances giving rise to such notice no longer exist,
each  subsequent request for an unavailable Fixed Rate Loan shall be deemed to
be  a  request  for  a  Prime  Rate  Loan.

SECTION  2.20.  AUTHORIZATION  TO DEBIT BORROWER'S ACCOUNT. The Bank is hereby
                -------------------------------------------
authorized  to  debit  the Borrower's account maintained with the Bank for all
scheduled  payments  of  principal  and/or  interest  under  the Notes and the
commitment  fee  to  be paid periodically pursuant to the terms and conditions
hereof.

SECTION  2.21.  LATE  CHARGES,  DEFAULT  INTEREST.
                ----------------------------------

(a)          If  the  Borrower  shall  default in the payment of any principal
installment  of  or  interest  on  any  Loan  or any other amount becoming due
hereunder, the Borrower shall pay interest, to the extent permitted by law, on
such  defaulted  amount  up  to  the  date of actual payment (after as well as
before  judgment)  at  a  rate  per annum (computed on the basis of the actual
number  of  days elapsed over a year of 360 days) equal to two (2%) percent in
excess  of  the  interest rate otherwise in effect with respect to the type of
Loan  in  connection  with  which  the  required  payments have not been made.

(b)          Upon  the  occurrence  and during the continuation of an Event of
Default,  the Borrower shall pay interest on all amounts owing under the Notes
and  this  Agreement  (after  as  well as before judgment) at a rate per annum
(computed on the basis of the actual number of days elapsed over a year of 360
days)  equal  to  two (2%) percent in excess of the interest rate otherwise in
effect  hereunder.

SECTION  2.22.  PAYMENTS.All  payments  by the Borrower hereunder or under the
                ---------
Notes  shall  be  made  in  U.S. dollars in immediately available funds at the
office of the Bank by 12:00 noon, New York City time on the date on which such
payment  shall  be  due. Interest on the Notes shall accrue from and including
the  date of each Loan to but excluding the date on which such Loan is paid in
full  or  refinanced  with  a  Loan  of  a  different  type.

SECTION  2.23.  INTEREST  ADJUSTMENTS.
                ----------------------

(a)         If the provisions of this Agreement or the Notes would at any time
otherwise  require  payment  by  the  Borrower  to  the  Bank of any amount of
interest  in excess of the maximum amount then permitted by applicable law the
interest  payments  shall  be reduced to the extent necessary so that the Bank
shall  not  receive  interest  in excess of such maximum amount. To the extent
that,  pursuant  to  the  foregoing  sentence, the Bank shall receive interest
payments  hereunder  or  under  the  Notes  in  an amount less than the amount
otherwise  provided,  such deficit (hereinafter called the "Interest Deficit")
will  cumulate  and  will  be  carried  forward  (without  interest) until the
termination  of  this  Agreement.  Interest  otherwise  payable  to  the  Bank
hereunder  and  under  the

(b)         Notes for any subsequent period shall be increased by such maximum
amount  of  the Interest Deficit that may be so added without causing the Bank
to  receive  interest  in  excess  of  the  maximum  amount  then permitted by
applicable  law.

(c)        The amount of the Interest Deficit shall be treated as a prepayment
penalty  and  paid  in  full  at  the  time  of any optional prepayment by the
Borrower  to  the  Bank  of  all outstanding Loans. The amount of the Interest
Deficit relating to the Notes at the time of any complete payment of the Notes
at  that time outstanding (other than an optional prepayment thereof) shall be
cancelled  and  not  paid.

SECTION  2.24. PARTICIPATIONS, ETC. The Bank shall have the right at any time,
               --------------------
with or without notice to the Borrower, to sell, assign, transfer or negotiate
all  or  any part of the Revolving Credit Note or the Converted Term Loan Note
or  the  Commitment  or  grant  participations  therein  to  one or more banks
(foreign or domestic, including an affiliate of the Bank), insurance companies
or  other  financial institutions, pension funds or mutual funds. The Borrower
agrees  and  consents  to  the  Bank providing financial and other information
regarding  its  business  and  operations  to  prospective  purchasers  or
participants  and  further agree that to the extent that the Bank should sell,
assign,  transfer or negotiate all or any part of the Notes or the Commitment,
the  Bank  shall be forever released and discharged from its obligations under
the  Notes,  the  Commitment  and  this  Agreement to the extent same is sold,
assigned,  transferred  or  negotiated.



                                  ARTICLE III

                             CONDITIONS OF LENDING

SECTION  3.01.  CONDITION  PRECEDENT  TO  THE  MAKING OF THE INITIAL REVOLVING
                --------------------------------------------------------------
CREDIT  LOAN.  The obligation of the Bank to make the initial Revolving Credit
     --------
Loan contemplated by this Agreement is subject to the condition precedent that
the  Bank  shall have received from the Borrower on or before the date of this
Agreement  the  following,  each  dated  such  day,  in  form  and  substance
satisfactory  to  the  Bank  and  its  counsel:

(a)        The Revolving Credit Note duly executed and payable to the order of
the  Bank  and  receipt  of  the  Bank  of an origination fee in the amount of
$5,000.00.

(b)     Certified (as of the date of this Agreement) copies of the resolutions
of  the  Board  of  Directors  of  the  Borrower  authorizing  the  Loans  and
authorizing  and approving this Agreement and the other Loan Documents and the
execution,  delivery  and  performance  thereof  and  certified  copies of all
documents  evidencing  other  necessary  corporate  action  and  governmental
approvals,  if  any,  with  respect  to  this  Agreement  and  the  other Loan
Documents.

(c)      A certificate of the Secretary or an Assistant Secretary (attested to
by  another  officer)  of  the  Borrower  certifying:  (i)  the names and true
signatures  of the officer or officers of the Borrower authorized to sign this
Agreement,  the  Revolving Credit Note, the Converted Term Loan Note and other
Loan Documents to be delivered hereunder on behalf of the Borrower; and (ii) a
copy  of  the  Borrower's  by-laws as complete and correct on the date of this
Agreement.

(d)      Copies of the certificate of incorporation and all amendments thereto
of the Borrower certified by the Secretary of State (or equivalent officer) of
the  state of incorporation of the Borrower and a certificate of existence and
good  standing  with  respect  to the Borrower from the Secretary of State (or
equivalent  officer)  of  any  state in which the Borrower is authorized to do
business.

(e)          An  opinion of Oscar Folger, Esq., counsel for the Borrower as to
certain  matters referred to in Article IV hereof and as to such other matters
as  the  Bank  or  its  counsel  may  reasonably  request.

(f)     From the Borrower, an executed Security Agreement giving to the Bank a
first  priority perfected security interest in the Eligible Equipment to which
the  initial  Revolving  Credit  Loan  relates  and  a first priority security
interest  in  all  other assets of the Borrower including, but not limited to,
all personal property, equipment, fixtures, inventory, accounts, chattel paper
and  general  intangibles  all  whether  now  owned or hereafter acquired (the
"Collateral");  provided,  however, that the Bank's first priority position in
the  Collateral  shall  not  relate  to  the assets of the Borrower more fully
described  on  Schedule  5.02  (a) annexed hereto under the heading: "Existing
Liens"  until  the  obligations  underlying such existing liens on such assets
(hereinafter,  the  "Existing  Liens")  are  satisfied.

(g)          From  the  Borrower, (i) a lien search (effective the date of the
initial  Revolving  Credit  Loan) conducted in (A) the offices of the New York
Secretary  of  State  and  the  Secretary  of State of each of California, New
Jersey  and Maryland and (B) the Clerk of Kings County, New York and the clerk
of each county within the States of California, New Jersey and Maryland within
which  Eligible  Equipment  to  be  financed  with  proceeds  of Loans will be
located,  in  each case demonstrating that no Liens exist against the Borrower
except for Existing Liens; (ii) the invoices required pursuant to Section 2.01
hereof  in  respect  of  the Eligible Equipment to which the initial Revolving
Credit  Loan  relates;  and  (iii)  UCC-1  filings perfecting the Bank's first
priority  security  interest  in the Collateral including, without limitation,
Bank's  first  priority  security  interest  in  such  Eligible  Equipment.

(h)       Receipt and review by the Bank to its satisfaction of (A) a property
damage  insurance  policy  for  the  for  the Collateral, in the amount of the
greater  of  (1)  the replacement value of the Collateral or (2) the principal
amount  outstanding  under  the  Loans,  naming the Bank as loss payee with an
insurance  company  acceptable  to  the  Bank.  The policies shall provide for
thirty  (30)  days  prior  notice  to  the  Bank  of  cancellation  or change.

(i)          The  Bank shall have received documentation in form and substance
satisfactory  to  the  Bank  in  its  sole discretion (collectively, the "Swap
Documentation"),  fully  executed  by  the Borrower, providing for one or more
interest  rate  swap  transactions.

(j)          The  following  statements  shall be true and the Bank shall have
received  a  certificate signed by the President or Chief Financial Officer of
the  Borrower  dated  the  date  hereof,  stating  that:

(1)          The  representations and warranties contained in Section 2.01 and
Article  IV of this Agreement are true and correct on and as of such date; and

(2)          No Default or Event of Default has occurred and is continuing, or
would  result  from  the  making  of  the  initial  Revolving  Credit  Loan.

(k)     All legal matters incident to this Agreement and the Loan transactions
contemplated hereby shall be satisfactory to Cullen and Dykman, counsel to the
Bank.

(l)       The Bank's counsel shall have been paid their fees and disbursements
relating  to  this  Agreement,  the  Loan  Documents  and  the  transactions
contemplated  hereby  and  thereby.

(m)      Receipt by the Bank of such other approvals, opinions or documents as
the  Bank  or  its  counsel  may  reasonably  request.

SECTION  3.02.  CONDITIONS  PRECEDENT  TO  ALL  REVOLVING  CREDIT  LOANS.  The
                ---------------------------------------------------------
obligations  of  the  Bank  to make each Revolving  Credit Loan (including the
initial  Revolving  Credit  Loan)  shall  be  subject to the further condition
precedent  that  on  the  date  of  such  Revolving  Credit  Loan:

     The following statements shall be true and the Bank shall have received a
certificate  signed  by  the  President  or the Chief Financial Officer of the
Borrower  dated  the  date  of  such  Revolving  Credit  Loan,  stating  that:

(a)          The  representations and warranties contained in Section 2.01 and
Article  IV  of  this Agreement are true and correct on and as of such date as
though  made  on  and  as  of  such  date;  and

(b)          No Default or Event of Default has occurred and is continuing, or
would  result  from  such  Revolving  Credit  Loan.

     The Borrower shall have compiled with each of the terms and conditions of
Section  2.01  relating  to  the  Collateral  for  such  Revolving Credit Loan
including,  without  limitation,  the delivery of an amendment to the Security
Agreement  and  UCC-3    amendment statements, in each case, referring to, and
describing  in  sufficient  detail,  such  Collateral  and  providing invoices
relating  thereto,  and  the  Borrower  shall  have demonstrated to the Bank's
satisfaction that such Collateral meets the criteria of Eligible Equipment and
that,  after  giving  effect  to the making of such Revolving Credit Loan, the
Bank  will  have  a first priority security interest in the Collateral located
within  the  United  States.

     The  Bank shall have received such other approvals, opinions or documents
as  the  Bank  may  reasonably  request.

SECTION  3.03. CONDITIONS PRECEDENT TO THE CONVERTED TERM LOAN. The obligation
               ------------------------------------------------
of  the Bank to make the Converted Term Loan shall be subject to the condition
precedent  that  the Bank shall have received on or before the Conversion Date
all  of  the  documents  required  by  Sections  3.01 and 3.02 and each of the
following,  in  form  and  substance satisfactory to the Bank and its counsel:

     The  Converted  Term  Loan  Note  duly  executed  by  the  Borrower:

     An  opinion  of  Oscar  Folger, Esq., counsel for the Borrower, dated the
Conversion  Date, as to such matters as the Bank or its counsel may reasonably
request;

     Officer's  Certificate,  Etc.  The following statements shall be true and
     ----------------------------
the  Bank  shall  have  received  a certificate signed by the President or the
Chief  Financial  Officer  of  the  Borrower dated the Conversion Date stating
that:

(a)          The  representations and warranties contained in Section 2.01 and
Article  IV of this Agreement are true and correct on and as of the Conversion
Date  as  though  made  on  and  as  of  such  date;  and

(b)          No Default or Event of Default has occurred and is continuing, or
would  result  from  the  making  of  the  Converted  Term  Loan.

     Additional  Documentation.  The  Bank  shall  have  received  such  other
     -------------------------
approvals,  opinions,  or  documents as the Bank or its counsel may reasonably
     --
request.



                                  ARTICLE IV

                         REPRESENTATION AND WARRANTIES

SECTION 4.01. REPRESENTATIONS AND WARRANTIES. On the date hereof, on each date
that  the Borrower requests a Revolving Credit Loan and on the Conversion Date
the  Borrower  represents  and  warrants  as  follows:

(a)        On the date hereof, the only Subsidiaries of the Borrower are those
set  forth  on Schedule 4.01(a) annexed hereto, which Schedule accurately sets
forth  with  respect  to each such Subsidiary, its name and address, any other
addresses  at  which it conducts business, its state of incorporation and each
other  jurisdiction  in  which it is qualified to do business and the identity
and  share  holdings  of  its  stockholders.  Except  as set forth on Schedule
4.01(a), all of the issued and outstanding shares of each Subsidiary which are
owned  by  the  Borrower  are  owned  by  the  Borrower  free and clear of any
mortgage,  pledge,  lien  or  encumbrance.  Except  as  set  forth on Schedule
4.01(a),  there  are  not  outstanding  any  warrants,  options,  contracts or
commitments  of any kind entitling any Person to purchase or otherwise acquire
any shares of common or capital stock or other equity interest of the Borrower
or  any  Subsidiary  of the Borrower, nor are there outstanding any securities
which  are  convertible  into  or exchangeable for any shares of the common or
capital  stock  of  the  Borrower  or  any  Subsidiary  of  the  Borrower.

(b)      The Borrower is a corporation duly incorporated, validly existing and
in  good  standing under the laws of its jurisdiction of incorporation and has
the corporate power to own its assets and to transact the business in which it
is  presently  engaged  and  is  duly qualified and is in good standing in all
other  jurisdictions  where  the  character or nature of its business requires
such  qualification.

(c)        The execution, delivery and performance by the Borrower of the Loan
Documents to which it is a party are within the Borrower's corporate power and
have  been  duly  authorized  by all necessary corporate action and do not and
will  not  (i)  require  any  consent  or  approval of the stockholders of the
Borrower;  (ii) do not contravene the Borrower's certificate of incorporation,
charter  or by-laws; (iii) violate any provision of any law, rule, regulation,
contractual  restriction,  order,  writ,  judgment,  injunction,  or  decree,
determination  or award binding on or affecting the Borrower; (iv) result in a
breach  of  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 it or its properties may be bound or affected; or (v)
result  in, or require, the creation or imposition of any Lien (other than the
Existing Liens and the Lien of the Loan Documents) upon or with respect to any
of  the  properties  now  owned  or  hereafter  acquired  by  the  Borrower.

(d)       No authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for the
due  execution,  delivery and performance by the Borrower of any Loan Document
to  which it is a party, except authorizations, approvals, actions, notices or
filings  which  have  been  obtained,  taken  or  made,  as  the  case may be.

(e)          The  Loan  Documents when delivered hereunder will have been duly
executed  and delivered on behalf of the Borrower and will be legal, valid and
binding  obligations  of  the  Borrower,  enforceable  against the Borrower in
accordance  with  their  respective  terms.

(f)          The  consolidated  financial  statements  of the Borrower and its
Consolidated  Affiliates  for  the fiscal year ended December 31, 1995 and the
three  fiscal quarterly periods ended September 30, 1996, copies of which have
been  furnished  to  the  Bank,  fairly present the financial condition of the
Borrower  and  its  Consolidated Affiliates as at such date and the results of
operations  of  the  Borrower  and  its Consolidated Affiliates for the period
ended on such date, all in accordance with GAAP, and since such date there has
been  (i)  no  material  increase  in  the liabilities of the Borrower and its
Consolidated  Affiliates  and  (ii) no Material Adverse Change in the Borrower
and  its  Consolidated  Affiliates.

(g)      There is no pending or threatened action, proceeding or investigation
affecting  the  Borrower  or  any Subsidiary of the Borrower before any court,
governmental  agency  or  arbitrator,  which  may either in one case or in the
aggregate,  result  in  a  Material Adverse Change in the Borrower or any such
Subsidiary.

(h)          The  Borrower  has filed all federal, state and local tax returns
required  to  be  filed  and have paid all taxes, assessments and governmental
charges  and  levies  thereon to be due, including interest and penalties. The
federal income tax liability of the Borrower has been determined and satisfied
for all taxable years up to and including the taxable year ending December 31,
1995.

(i)     The Borrower and each Subsidiary of the Borrower possess all licenses,
permits,  franchises,  patents,  copyrights,  trademarks  and  trade names, or
rights  thereto,  to  conduct their respective businesses substantially as now
conducted  and as presently proposed to be conducted, and neither the Borrower
nor  any  such  Subsidiary  is  in  violation of any similar rights of others.

(j)      Neither the Borrower nor any Subsidiary of the Borrower is a party to
any  indenture,  loan  or  credit  agreement  or any other agreement, lease or
instrument  or  subject  to  any  charter or corporate restriction which could
result  in  a  Material Adverse Change in the Borrower or any such Subsidiary.

(k)        The Borrower is not engaged in the business of extending credit for
the  purpose  of  purchasing  or  carrying margin stock (within the meaning of
Regulation G, T, U or X), and no proceeds of any Loan will be used to purchase
or  carry  any  margin  stock or to extend credit to others for the purpose of
purchasing  or  carrying any margin stock or in any other way which will cause
the  Borrower  to  violate  the  provisions  of  Regulations  G,  T,  U, or X.

(l)        No proceeds of any Loan will be used to acquire any security in any
transaction  which  is  subject to Section 13 or 14 of the Securities Exchange
Act  of  1934.

(m)       The Borrower and each Subsidiary of the Borrower are in all material
respects  in compliance with all federal and state laws and regulations in all
jurisdictions  where the failure to comply with such laws or regulations could
result  in  a  Material Adverse Change in the Borrower or any such Subsidiary.

(n)     The Borrower, each Subsidiary of the Borrower and each ERISA Affiliate
are  in  compliance in all material respects with all applicable provisions of
ERISA.  Neither  a  Reportable Event nor a Prohibited Transaction has occurred
and is continuing with respect to any Plan; no notice of intent to terminate a
Plan  has  been filed nor has any Plan been terminated; no circumstances exist
which  constitute  grounds  under  Section 4042 of ERISA entitling the PBGC to
institute  proceedings  to  terminate, or appoint a trustee to administrate, a
Plan,  nor has the PBGC instituted any such proceedings; neither the Borrower,
any  Subsidiary  of  the  Borrower  nor  any ERISA Affiliate has completely or
partially  withdrawn under Sections 4201 or 4204 of ERISA from a Multiemployer
Plan;  the  Borrower, each Subsidiary of the Borrower and each ERISA Affiliate
have met their minimum funding requirements under ERISA with respect to all of
their  Plans  and the present fair market value of all Plan assets exceeds the
present  value  of  all  vested benefits under each Plan, as determined on the
most  recent  valuation  date of the Plan in accordance with the provisions of
ERISA  for  calculating  the  potential  liability  of  the Borrower, any such
Subsidiary or any ERISA Affiliate to PBGC or the Plan under Title IV of ERISA;
and  neither  the  Borrower,  any  such Subsidiary nor any ERISA Affiliate has
incurred  any  liability  to  the  PBGC  under  ERISA.

(o)         The Borrower and each Subsidiary of the Borrower are in compliance
with  all  federal,  state  or  local  laws, ordinances, rules, regulations or
policies  governing  Hazardous Materials and neither the Borrower nor any such
Subsidiary  has  used  Hazardous Materials on, from, or affecting any property
now  owned  or  occupied or hereafter owned or occupied by the Borrower or any
such  Subsidiary  in  any  manner which violates federal, state or local laws,
ordinances,  rules,  regulations  or  policies  governing  the  use,  storage,
treatment,  transportation,  manufacture,  refinement, handling, production or
disposal  of  Hazardous  Materials, and that to the best of the Borrower's and
such  Subsidiaries'  knowledge,  no  prior  owner  of any such property or any
tenant,  subtenant,  prior  tenant  or  prior  subtenant  have  used Hazardous
Materials  on,  from  or  affecting such property in any manner which violates
federal,  state  or  local  laws,  ordinances, rules, regulations, or policies
governing  the  use,  storage,  treatment,  transportation,  manufacture,
refinement,  handling,  production  or  disposal  of  Hazardous  Materials.

(p)     The proceeds of the Revolving Credit Loans and the Converted Term Loan
shall  be  used  exclusively  for  the  purposes  set  forth  herein.

(q)      The properties and assets of the Borrower are not subject to any Lien
other  than  the  Existing  Liens  and  the  Liens  under  the Loan Documents.

(r)          Neither  the  business  nor the properties of the Borrower or any
Subsidiary  of  the  Borrower  are  affected by any fire, explosion, accident,
strike, hail, earthquake, embargo, act of God or of the public enemy, or other
casualty  (whether  or  not  covered  by  insurance),  which could result in a
Material  Adverse  Change  in  the  Borrower  or  any  such  Subsidiary.

(s)          The  Lien  on  the  Collateral  created by the Security Agreement
constitutes a valid first priority perfected security interest in favor of the
Bank,  except  for  that portion of the Collateral to which the Existing Liens
relate.  Each  Lien  on  Eligible  Equipment created by the Security Agreement
constitutes, or will constitute, as the case may be, a first priority security
interest  in  favor  of  the  Bank.

(t)          Schedule  4.01(x)  is  a  complete and correct list of all credit
agreements,  indentures,  purchase agreements, guaranties, Capital Leases, and
other  investments,  agreements and arrangements presently in effect providing
for or relating to extensions of credit (including agreements and arrangements
for  the issuance of letters of credit or for acceptance financing) in respect
of which the Borrower is in any manner directly or contingently obligated, and
the  maximum  principal or face amounts of the credit in question, outstanding
or  to be outstanding, are correctly stated, and all Liens of any nature given
or  agreed  to  be  given  as  security  therefor  are  correctly described or
indicated  in  such  Schedule.



                                   ARTICLE V

                           COVENANTS OF THE BORROWER

SECTION  5.01.  AFFIRMATIVE  COVENANTS.  So  long  as  any amount shall remain
                -----------------------
outstanding  under  the Revolving Credit Note or the Converted Term Loan Note,
or so long as the Commitment shall remain in effect, the-Borrower will, unless
the  Bank  shall  otherwise  consent  in  writing:

     Compliance  with  Laws,  Etc.  Comply,  and  cause each Subsidiary of the
     -----------------------------
Borrower  to comply, in all material respects with all applicable laws, rules,
regulations  and  orders,  where  the  failure  to so comply could result in a
Material  Adverse  Change  in  the  Borrower  or  any  such  Subsidiary.

     Reporting  Requirements.  Furnish  to  the  Bank:
     ------------------------

(a)         Annual Financial Statements. As soon as available and in any event
            ----------------------------
within  ninety (90) days after the end of each fiscal year of the Borrower (1)
a  copy  of  the audited consolidated financial statements of the Borrower and
its  Consolidated  Affiliates  for  such  year,  including balance sheets with
related  statements  of  income  and  retained earnings and statements of cash
flows,  all  in  reasonable  detail  and setting forth in comparative form the
figures  for  the  previous fiscal year, together with an unqualified opinion,
prepared  by independent certified public accountants selected by the Borrower
and  satisfactory to the Bank, all such financial statements to be prepared in
accordance  with GAAP; and (2) annual projections relating to the Borrower and
its  Consolidated Affiliates on a consolidated basis covering the then current
fiscal  year  together  with  the  next  succeeding  fiscal  year  thereafter.

(b)      Quarterly Financial Statements. As soon as available and in any event
         -------------------------------
within  forty  five  (45) days after the end of each of the first three fiscal
quarters  of  each  fiscal  year  of  the Borrower, a copy of the consolidated
financial  statements of the Borrower and its Consolidated Affiliates for such
quarter,  including  a  balance  sheet  with  related statements of income and
retained  earnings and a statement of cash flows, all in reasonable detail and
setting  forth  in comparative from the figures for the comparable quarter for
the  previous  fiscal year, prepared by the Borrower and satisfactory to Bank,
all  such  financial  statements  to  be prepared in accordance with GAAP. The
Borrower  and the Bank acknowledge that delivery to the Bank of the Borrower's
10Q statement as delivered to the Securities and Exchange Commission (together
with  all  amendments  thereto,  if  applicable)  shall  satisfy  Borrower's
obligations  under  this Section 5.01(b) (ii) to the extent such 10Q statement
contains  the  financial  statements referred to in this Section 5.01(b) (ii).

(c)          Management  Letters. Promptly upon receipt thereof, copies of any
             --------------------
reports  submitted to the Borrower by independent certified public accountants
in  connection  with  examination  of the financial statements of the Borrower
made  by  such  accountants;

(d)         Certificate of No Default. Simultaneously with the delivery of the
            --------------------------
financial  statements  referred  to  in  Section  5.01(b)  (i)  and  (ii),  a
certificate  of  the  President or the Chief Financial Officer of the Borrower
(1)  certifying  that  no  Default  or  Event  of  Default has occurred and is
continuing,  or  if  a  Default  or  Event  of  Default  has  occurred  and is
continuing,  a  statement  as  to  the  nature thereof and the action which is
proposed  to  be  taken  with  respect  thereto;  and  (2)  with  computations
demonstrating  compliance  with  the  covenants  contained  in  Section  5.03.

(e)      Notice of Litigation. Promptly after the commencement thereof, notice
         ---------------------
of  all  actions,  suits  and  proceedings  before  any  court or governmental
department, commission, board, bureau, agency, or instrumentality, domestic or
foreign,  affecting  the  Borrower or any Subsidiary of the Borrower which, if
determined  adversely to the Borrower or any such Subsidiary could result in a
Material  Adverse  Change  in  the  Borrower  or  any  such  Subsidiary.

(f)       Notice of Defaults and Events of Default. As soon as possible and in
          -----------------------------------------
any  event  within five (5) days after the occurrence of each Default or Event
of  Default,  a  written  notice  setting forth the details of such Default or
Event  of Default and the action which is proposed to be taken by the Borrower
with  respect  thereto.

(g)      ERISA Reports. Promptly after the filing or receiving thereof, copies
         --------------
of  all  reports,  including annual reports, and notices which the Borrower or
any  Subsidiary  of  the  Borrower files with or receives from the PBGC or the
U.S.  Department  of  Labor  under  ERISA;  and  as soon as possible after the
Borrower  or  any  such  Subsidiary  knows  or  has  reason  to  know that any
Reportable  Event  or  Prohibited Transaction has occurred with respect to any
Plan or that the PBGC or the Borrower or any such Subsidiary has instituted or
will  institute proceedings under Title IV or ERISA to terminate any plan, the
Borrower  will deliver to the Bank a certificate of the President or the Chief
Financial  Officer of the Borrower setting forth details as to such Reportable
Event  or  Prohibited  Transaction  or  Plan  termination  and  the action the
Borrower  proposes  to  take  with  respect  thereto.

(h)         Reports to Other Creditors. Promptly after the furnishing thereof,
            ---------------------------
copies of any statement or report furnished to any other party pursuant to the
terms of any indenture, loan, or credit or similar agreement and not otherwise
required  to  be  furnished  to  the Bank pursuant to any other clause of this
Section  5.01(b).

(i)       Proxy Statements, Etc. Promptly after the sending or filing thereof,
          ----------------------
copies  of  all  proxy  statements, financial statements and reports which the
Borrower  sends  to its stockholders, and copies of all regular, periodic, and
special reports, and all registration statements which the Borrower files with
the Securities and Exchange Commission or any governmental authority which may
be  substituted  therefor,  or  with  any  national  securities  exchange.

(j)       General Information. Such other information respecting the condition
          --------------------
or  operations,  financial  or otherwise, of the Borrower or any Subsidiary of
the  Borrower  as  the  Bank  may  from  time  to  time  reasonably  request.

     Taxes.  Pay  and  discharge,  and  cause  its  Subsidiaries  to  pay  and
     ------
discharge,  all  taxes,  assessments and governmental charges upon it or them,
     ----
its  or  their  income and its or their properties prior to the dates on which
penalties  are  attached  thereto, unless and only to the extent that (i) such
taxes  shall  be contested in good faith and by appropriate proceedings by the
Borrower  or  any  such  Subsidiary,  as  the  case  may be, and (ii) there be
adequate reserves therefor in accordance with GAAP entered on the books of the
Borrower  or  any  such  Subsidiary.

     Corporate Existence. Preserve and maintain, and cause its Subsidiaries to
     --------------------
preserve  and  maintain,  their  corporate  existence and good standing in the
jurisdiction  of their incorporation and the rights, privileges and franchises
and  the  Borrower  and  each such Subsidiary in each case where failure to so
preserve or maintain could result in a Material Adverse Change in the Borrower
or  such  Subsidiary.

     Maintenance  of  Properties  and  Insurance.  (i)  Keep,  and  cause  any
     --------------------------------------------
Subsidiaries  to  keep,  the  respective  properties  and  assets (tangible or
     ---
intangible)  that  are  useful  and necessary in its business, in good working
     -
order and condition, reasonable wear and tear excepted; and (ii) maintain, and
cause  any  Subsidiaries  to  maintain,  insurance  with financially sound and
reputable  insurance  companies  or  associations in such amounts and covering
such  risks  as are usually carried by companies engaged in similar businesses
and  owning  properties  doing business in the same general areas in which the
Borrower  and  any  such  Subsidiaries  operate.

     Books  of  Record  and  Account. Keep and cause any Subsidiaries to keep,
     --------------------------------
adequate  records  and  proper  books  of record and account in which complete
entries  will  be  made  in  a  manner  to enable the preparation of financial
statements  in  accordance with GAAP, reflecting all financial transactions of
the  Borrower  and  any  such  Subsidiaries.

     Visitation.  Upon  3  Business  Days prior notice, permit the Bank or any
     -----------
agents or representatives thereof, to examine and make copies of and abstracts
from  the  books and records of, and visit the properties of, the Borrower and
to  discuss the affairs, finances and accounts of the Borrower with any of the
officers  or  directors  of  the  Borrower  or  the  Borrower's  independent
accountants.

     Performance and Compliance with Other Agreements. Perform and comply with
     -------------------------------------------------
each  of  the provisions of each and every agreement the failure to perform or
comply with which could result in a Material Adverse Change in the Borrower or
any  Subsidiary.

     Continued  Perfection  of  Liens and Security Interest. Record or file or
     -------------------------------------------------------
rerecord  or  refile  the Loan Documents or a financing statement or any other
filing  or recording or refiling or rerecording in each and every office where
and  when necessary to preserve and perfect the security interests of the Loan
Documents.

     Pension Funding. Comply with the following and cause each ERISA Affiliate
     ----------------
of  the  Borrower  or  any  Subsidiary  of  the  Borrower  to  comply with the
following:

(a)          engage solely in transactions which would not subject any of such
entities  to  either  a  civil  penalty assessed pursuant to Section 502(i) of
ERISA  or a tax imposed by Section 4975 of the Internal Revenue Code in either
case  in  an  amount  in  excess  of  $25,000.00;

(b)      make full payment when due of all amounts which, under the provisions
of any Plan or ERISA, the Borrower, any such Subsidiary or any ERISA Affiliate
of  any  of  same  is  required  to  pay  as  contributions  thereto;

(c)          all  applicable  provisions  of the Internal Revenue Code and the
regulations  promulgated  thereunder, including but not limited to Section 412
thereof,  and  all  applicable  rules,  regulations and interpretations of the
Accounting  Principles  Board  and  the  Financial Accounting Standards Board;

(d)          not fail to make any payments in an aggregate amount greater than
$25,000.00 to any Multiemployer Plan that the Borrower, any such Subsidiary or
any  ERISA  Affiliate  may be required to make under any agreement relating to
such  Multiemployer  Plan,  or  any  law  pertaining  thereto;  or

(e)          not  take any action regarding any Plan which could result in the
occurrence  of  a  Prohibited  Transaction.

     Licenses. Maintain at all times, and cause each Subsidiary to maintain at
     ---------
all times, all licenses or permits necessary to the conduct of its business or
as  may  be  required  by  any governmental agency or instrumentality thereof.

     New Affiliates. Cause any Affiliate of the Borrower formed after the date
     ---------------
of  this Agreement to become a Guarantor of all Debts and other obligations of
the  Borrower  to the Bank; provided, however, that this Section 5.01(1) shall
relate  only  to  such  Affiliates  in the event (i) the Borrower's Investment
therein  equals or exceeds $1,000,00.00; or (ii) such Affiliate would still be
considered  an  Affiliate  of the Borrower after application of the definition
"Affiliate"  set  forth  in  Article  1  hereof with the percentages set forth
therein  deemed  to  be  80%  instead  of  5%.

SECTION  5.02.  NEGATIVE  COVENANTS.  So  long  as  any  amount  shall  remain
                --------------------
outstanding  under  the Revolving Credit Note or the Converted Term Loan Note,
or  so  long  as the Commitment shall remain in effect, the Borrower will not,
without  the  written  consent  of  the  Bank:

     Liens,  Etc.  Create, incur, assume or suffer to exist, any Lien, upon or
with  respect  to  any  of  its  properties,  now owned or hereafter acquired,
except:

(a)          Liens  in  favor  of  the  Bank  and  the  Existing  Liens;

(b)       Liens for taxes or assessments or other government charges or levies
if  not  yet due and payable or if due and payable if they are being contested
in  good  faith  by appropriate proceedings and for which appropriate reserves
are  maintained;

(c)       Liens imposed by law, such as mechanics', materialmen's, landlords',
warehousemen's,  and  carriers'  Liens,  and  other  similar  Liens,  securing
obligations incurred in the ordinary course of business which are not past due
or  which are being contested in good faith by appropriate proceedings and for
which  appropriate  reserves  have  been  established;

(d)          Liens under workers' compensation, unemployment insurance, Social
Security,  or  similar  legislation;

(e)          Liens,  deposits,  or  pledges to secure the performance of bids,
tenders,  contracts  (other  than  contracts for the payment of money), leases
(permitted  under  the  terms  of  this  Agreement),  public  or  statutory
obligations,  surety,  stay,  appeal,  indemnity, performance or other similar
bonds,  or  other  similar  obligations  arising  in  the  ordinary  course of
business;

(f)      Liens and Existing Liens described in Schedule 5.02(a), provided that
no  such  Liens  or  Existing  Liens  or  obligations secured thereby shall be
renewed,  extended  or  refinanced;

(g)          Judgment and other similar Liens arising in connection with court
proceedings  (other  than  those  described  in Section 6.01(f)), provided the
execution  or  other  enforcement  of such Liens is effectively stayed and the
claims  secured  thereby  are  being  actively  contested in good faith and by
appropriate  proceedings;

(h)     Easements, rights-of-way, restrictions, and other similar encumbrances
which,  in  the  aggregate,  do  not  materially interfere with the Borrower's
occupation,  use and enjoyment of the property or assets encumbered thereby in
the  normal  course  of  its  business  or  materially impair the value of the
property  subject  thereto;

(i)         Purchase money Liens on any property other than Eligible Equipment
hereafter  acquired  or the assumption of any Lien on property existing at the
time  of  such  acquisition,  or  a  Lien  incurred  in  connection  with  any
conditional  sale  or  other  title  retention  agreement  or a Capital Lease,
provided  that:

(j)          Any  property subject to any of the foregoing does not constitute
Eligible Equipment finance or to be financed by a Loan hereunder, and has been
acquired  by  the Borrower in the ordinary course of its business and the Lien
on any such property has been created contemporaneously with such acquisition;

(k)     Each such Lien shall attach only to the property so acquired and fixed
improvements  thereon;

(l)      The obligation secured by such Lien is permitted by the provisions of
Section  5.02(b) after giving effect to the other terms and conditions hereof;
and

(m)       Liens granted by the Borrower to a lender in order to secure working
capital  financing  on  terms  similar  to  those governing the line of credit
maintained  by  the  Bank  for  the Borrower (the "Line of Credit"); provided,
however,  that the Borrower and the Bank acknowledge and agree that such Liens
may  only  be  granted  in  the event the Bank refuses a request for borrowing
under  the Line of Credit and there are no loans outstanding under the Line of
Credit  at  the time of such refusal; provided, further, that the Borrower and
the  Bank  acknowledge  and  agree that such additional Liens shall be granted
upon  terms  and conditions which in all respects fully subordinate the rights
of  payment  and  remedy  of  such  lender  to  the  rights of the Bank to the
indefeasible repayment of all indebtedness, liabilities and obligations of the
Borrower  to  the  Bank  and  all  of  the  Bank's  remedies relating thereto.

     Debt.  Create,  incur,  assume,  or  suffer  to  exist, any Debt, except:
     -----

(a)          Debt  of  the  Borrower under this Agreement, the Notes, the Swap
Documentation  and  the  Line  of  Credit;

(b)       Debt described in Schedule 5.02(b), provided that no such Debt shall
be  renewed,  extended  or  refinanced;

(c)          Subordinated Debt including, without limitation, any indebtedness
secured  by liens granted in accordance with Section 5.02(a) (x) hereof for so
long  as  such  indebtedness  remains  Subordinated  Debt;

(d)        Accounts payable to trade creditors for goods or services which are
not  aged more than One Hundred Eighty (180) days past due and with respect to
which,  payment  has  been  demanded, and current operating liabilities (other
than for borrowed money) which are not more than One Hundred Eighty (180) days
past  due,  in  each case incurred in the ordinary course of business and paid
within  the  specified time, unless contested in good faith and by appropriate
proceedings;

(e)     Debt of the Borrower secured by purchase money Liens or Existing Liens
permitted  by  Section  5.02(a)  (ix).

     Lease  Obligations.  Create,  incur,  assume,  or  suffer  to  exist  any
     -------------------
obligation  as lessee for the rental or hire of any real or personal property,
     ---
except  (i)  Capital Leases permitted by Section 5.02(a); (ii) leases existing
on  the  date  of  this  Agreement and any extensions or renewals thereof; and
(iii) leases (other than Capital Leases) which do not in the aggregate require
the  Borrower  to  make payments (including taxes, insurance, maintenance, and
similar  expenses which the Borrower is required to pay under the terms of any
lease)  in  any  fiscal  year  of  the  Borrower in excess of One Million Five
Hundred  Thousand  ($1,500,000.00)  Dollars.

     Merger.  Merge into, or consolidate with or into, or have merged into it,
     -------
any  Person;  and,  for the purpose of this subsection (d), the acquisition or
sale by the Borrower by lease, purchase or otherwise, of all, or substantially
all,  of the common stock or the assets of any Person shall be deemed a merger
of  such Person with the Borrower; provided, however, that notwithstanding the
foregoing,  the  Borrower  shall be permitted to enter into agreements, and to
consummate transactions relating to (i) mergers or joint ventures resulting in
the  Borrower  as  the  surviving  entity  thereof (or, in the case of a joint
venture,  if  the  entity(s)  formed  as  a  result  of  the  joint  venture
constitute(s)  an  Affiliate  of  the  Borrower)  and  involving  aggregate
consideration  to be paid upon the consummation thereof in an aggregate amount
of  less  than  $1,000,000.00;  and  (ii)  mergers or joint ventures involving
aggregate  consideration  to  be  paid  upon  the  consummation  thereof in an
aggregate amount equal to or exceeding $1,000,000.00 with respect to which the
Borrower  has  received  the  Bank's  prior  written  consent.

     Sale  of  Assets, Etc. Sell, assign, transfer, lease or otherwise dispose
     -----------------
of any of its assets, (including a sale leaseback transaction) with or without
recourse,  except  for  (i)  inventory  disposed  of in the ordinary course of
business;  and  (ii) the sale or other disposition of assets no longer used or
useful  in  the  conduct  of  its  business.

     Investments, Etc. After giving effect to the terms and conditions hereof,
     -----------------
make  any  Investment  other  than  Permitted  Investments.

     Transactions  With  Affiliates.  Except  for  transactions  between  the
     -------------------------------
Borrower  and  Consolidated  Subsidiaries  or  Guarantors  and  except  in the
     --
ordinary course of business and pursuant to the reasonable requirements of the
     --
Borrower's  or  a  Subsidiary's business and upon fair and reasonable terms no
less  favorable  to the Borrower or the Subsidiary than would be obtained in a
comparable arm's length transaction with a Person not an Affiliate, enter into
any transaction including, without limitation, the purchase, sale, or exchange
of  property  or  the  rendering  of  any  service,  with  any  Affiliate.

     Prepayment of Outstanding Debt. Pay, in whole or in part, any outstanding
     -------------------------------
Debt  (other  than Debt owing to the Bank) of the Borrower, which by its terms
is  not  then  due  and  payable.

     Guarantees. Guaranty, or in any other way become directly or contingently
     -----------
obligated  for any Debt of any other Person (including any agreements relating
to working capital maintenance, take or pay contracts or similar arrangements)
other  than  the  endorsement  of  negotiable  instruments  for deposit in the
ordinary  course  of  business.

     Change  of  Business.  Materially  alter  the  nature  of  its  business.
     ---------------------

     Fiscal  Year.  Change  the  ending  date of its fiscal year from December
     -------------
31st.

     Losses.  Incur  a net loss for any fiscal year; provided, however, that a
     -------
net  loss of not more than $650,000 may be incurred by the Borrower in respect
of  its  fiscal  year  ending  December  31,  1996.

     Accounting  Policies. Change any accounting policies, except as permitted
     ---------------------
by  GAAP.

     Change  of  Tax Status. Change its tax reporting status without the prior
     -----------------------
written  consent  of  the  Bank.

     Dividends, Etc. Declare or pay any dividends, purchase, redeem, retire or
     ---------------
otherwise  acquire  for  value  any  of  its  capital  stock  now or hereafter
outstanding,  or  make any distribution of assets to its stockholders as such,
whether  in  cash,  assets,  or in obligations of the Borrower; or allocate or
otherwise  set  apart  any sum for the payment of any dividend or distribution
on, or for the purchase, redemption or retirement of any shares of its capital
stock;  or make any other distribution by reduction of capital or otherwise in
respect  of  any  share  of  its  capital  stock;  provided, however, that the
Borrower  may  declare and pay stock dividends in respect of its capital stock
and may repurchase shares of its common stock so long as both before and after
giving  effect  to  any such declaration, payment or repurchase, no Default or
Event  of  Default  then  exists.

     Hazardous  Material.  The  Borrower  and  each Subsidiary of the Borrower
     --------------------
shall  not  cause  or permit any property owned or occupied by the Borrower or
any  such  Subsidiary  to be used to generate, manufacture, refine, transport,
treat,  store,  handle,  dispose,  transfer,  produce  or  process  Hazardous
Materials,  except  in compliance with all applicable federal, state and local
laws  or  regulations  nor  shall the Borrower or any such Subsidiary cause or
permit, as a result of any intentional or unintentional act or omission on the
part  of  the  Borrower  or  any such Subsidiary or any tenant or subtenant, a
release  of  Hazardous  Materials  onto  any property owned or occupied by the
Borrower  or  any such Subsidiary or onto any other property. The Borrower and
each  such  Subsidiary  shall  not fail to comply with all applicable federal,
state  and  local  laws,  ordinances,  rules  and regulations, whenever and by
whomever  triggered, and shall not fail to obtain and comply with, any and all
approvals,  registrations  or  permits required thereunder. The Borrower shall
execute  any  documentation  required  by  the  Bank  in  connection  with the
representations,  warranties  and  covenants  contained  in this paragraph and
Section  4.01  of  this  Agreement.

     Loans;  Advances.Make  any  loan or advance to any third party; provided,
     -----------------
however,  that  the  Borrower  may  make  loans  and advances (i) in unlimited
amounts  to  wholly  owned Subsidiaries which are also Consolidated Affiliates
and  Guarantors  hereunder;  (ii)  in  amounts not exceeding $1,000,000.00 per
entity  to Affiliates and Subsidiaries which are not Guarantors hereunder; and
(iii)  in an aggregate amount not to exceed $100,000.00 to third parties which
are  not  Guarantors,  Affiliates  or  Subsidiaries.

     Agree  to acquire stock or assets of any Person without the prior written
consent  of  the  Bank.

SECTION  5.03.  FINANCIAL  REQUIREMENTS.  So  long  as any amount shall remain
                ------------------------
outstanding under the Revolving Credit Note or the Converted Term Loan Note or
so  long  as  the  Commitment shall remain in effect or so long as there shall
remain  outstanding  any  indebtedness,  liabilities  or  obligations  of  the
Borrower  to  the  Bank:

(a)     Minimum Consolidated Tangible Net Worth. The Borrower will maintain as
        ----------------------------------------
at  the  dates referred to below a Consolidated Tangible Net Worth of not less
than  the  amounts  set  forth  below  opposite  each  such  date(s):

<TABLE>

<CAPTION>



<S>                                                         <C>

Dates                                                       Minimum Consolidated 
                                                            Tangible Net Worth

12/31/96                                                    $       8,100,000.00

3/31/97 and 6/30/97                                         $       7,800,000.00

9/30/97 and the last day of each fiscal quarter thereafter  $       8,000,000.00
</TABLE>



(b)        Leverage Ratio. The Borrower will maintain as the dates referred to
           ---------------
below  a  ratio of Consolidated Total Liabilities to Consolidated Tangible Net
Worth  at  not  greater  than the ratio set forth below opposite each date(s):

<TABLE>

<CAPTION>



<S>                             <C>

                                Maximum Ratio of Consolidated 
                                Total Liabilities to
Dates                           Consolidated Tangible Net Worth

12/31/96 and the last day of
each fiscal quarter thereafter                        1.00:1.00
</TABLE>



(c)       Debt Service Coverage Ratio. The Borrower will maintain for the four
          ----------------------------
consecutive  fiscal  quarterly  periods ending on a determination date, a Debt
Service Coverage Ratio at not less than the ratio set forth below opposite the
applicable  determination  date:

<TABLE>

<CAPTION>



<S>                                                  <C>

Determination Date:                                  Minimum Debt Service Coverage Ratio

December 31, 1997                                                              1.00:1.00

March 31, 1998 and the last day of each 
fiscal quarter thereafter                                                      1.25:1.00
</TABLE>



                                  ARTICLE VI

                               EVENTS OF DEFAULT

SECTION  6.01.  EVENTS  OF DEFAULT. If any of the following events ("Events of
                -------------------
Default")  shall  occur  and  be  continuing:

(a)         The Borrower shall fail to pay any installment of principal of, or
interest  on  the Revolving Credit Note or the Converted Term Loan Note or any
fees  or  other amounts owed in connection with this Agreement within ten (10)
days  after  due  under  the  terms  hereof;  or

(b)       Any representation or warranty made by the Borrower herein or in the
Loan Documents or which is contained in any certificate, document, opinion, or
financial or other statement furnished at any time under or in connection with
any  Loan  Document shall prove to have been incorrect in any material respect
when  made;  or

(c)        The Borrower shall fail to perform any term, covenant, or agreement
contained  in  this  Agreement  or  in any other Loan Document (other that the
Notes)  or  any  other  agreement,  instrument  or  document on its part to be
performed  or  observed  in  favor  of the Bank or any other Person including,
without  limitation,  with  respect  to  the Swap Documentation or the Line of
Credit.

(d)       The Borrower or any Subsidiary of the Borrower shall fail to pay any
Debt  (excluding Debt evidenced by the Revolving Credit Note and the Converted
Term  Loan Note) of the Borrower, or any such Subsidiary (as the case may be),
or  any  interest or premium thereon, when due (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise) and such failure shall
continue after the applicable grace period, if any, specified in the agreement
or  instrument relating to such Debt; or any other default under any agreement
or  instrument  relating  to any such Debt, or any other event shall occur and
shall  continue  after  the applicable grace period, if any, specified in such
agreement  or  instrument,  if  the  effect  of  such  default  or event is to
accelerate,  or  to  permit the acceleration of, the maturity of such Debt; or
any  such  Debt  shall  be  declared  to be due and payable, or required to be
prepaid  (other  than  by a regularly scheduled required prepayment), prior to
the  stated  maturity  thereof;  or

(e)     The Borrower or any Subsidiary of the Borrower shall generally not pay
its Debts as such Debts become due, or shall admit in writing its inability to
pay its Debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against the Borrower or
any  such  Subsidiary  seeking  to  adjudicate  it a bankrupt or insolvent, or
seeking  liquidation,  winding  up,  reorganization,  arrangement, adjustment,
protection,  relief,  or composition of it or its Debts under any law relating
to  bankruptcy,  insolvency or reorganization or relief of debtors, or seeking
the entry of an order for relief or the appointment of a receiver, trustee, or
other  similar official for it or for any substantial part of its property and
if  instituted  against  the  Borrower  or  any  such  Subsidiary shall remain
undismissed  for  a  period of 30 days; or the Borrower or any such Subsidiary
shall  take any action to authorize any of the actions set forth above in this
subsection  (e);  or

(f)        Any judgment or order or combination of judgments or orders for the
payment  of  money, in excess of $50,000 in the aggregate, which sum shall not
be  subject  to  full,  complete  and  effective  insurance coverage, shall be
rendered against the Borrower or any Subsidiary of the Borrower and either (i)
enforcement  proceedings  shall  have been commenced by any creditor upon such
judgment  or  order  or  (ii) there shall be any period of 30 consecutive days
during  which  a stay of enforcement of such judgment or order, by reason of a
pending  appeal  or  otherwise,  shall  not  be  in  effect;  or

(g)          Any  of  the  following events occur or exist with respect to the
Borrower,  any  Subsidiary  of  the  Borrower  or any ERISA Affiliate: (i) any
Prohibited  Transaction  involving  any  Plan;  (ii)  any Reportable Even with
respect  to any Plan; (iii) the filing under Section 4041 of ERISA of a notice
of intent to terminate any Plan or the termination of any Plan; (iv) any event
or circumstance that might constitute grounds  entitling the PBGC to institute
proceedings  under  Section  4042  of ERISA for the termination of, or for the
appointment  of  a  trustee to administer, any Plan, or the institution of the
PBGC of any such proceedings; (v) complete or partial withdrawal under Section
4201  or  4204  of  ERISA  from  a  Multiemployer  Plan  or the reorganization
insolvency,  or termination of any Multiemployer Plan; and in each case above,
such event or condition, together with all other events or conditions, if any,
could  in the opinion of the Bank subject the Borrower, any such Subsidiary or
any  ERISA  Affiliate  to  any  tax,  penalty, or other liability to a Plan, a
Multiemployer  Plan, the PBGC, or otherwise (or any combination thereof) which
in  the  aggregate  exceeds  or  may  exceed Fifty Thousand ($50,000) Dollars.

(h)          This  Agreement or any other Loan Document, at any time after its
execution  and  delivery  and  for  any reason, ceases to be in full force and
effect  or  shall  be  declared  to  be  null  and  void,  or  the validity or
enforceability  of  any  document  or  instrument  delivered  pursuant to this
Agreement  shall be contested by the Borrower or any party to such document or
instrument  or  the Borrower or any party to such document or instrument shall
deny  that  it  has  any  or  further  liability  or obligation under any such
document  or  instrument;  or

(i)         An event of default specified in any Loan Document other than this
Agreement  shall  have  occurred  and  be  continuing.

(j)       Any event occurs which would, after notice or lapse of time or both,
adversely  affect  the  security interest of the Bank in Collateral including,
without  limitation,  any first priority security interest granted to the Bank
under  the  terms  hereof  and  the  Loan  Documents  in  Eligible  Equipment.

SECTION  6.02.  REMEDIES ON DEFAULT. Upon the occurrence and continuance of an
                --------------------
Event  of  Default  the  Bank may by notice to the Borrower, (i) terminate the
Commitment,  (ii)  declare  the Revolving Credit Note, the Converted Term Loan
Note,  all interest thereon and all other amounts payable under this Agreement
to be forthwith due and payable, whereupon the Commitment shall be terminated,
the Revolving Credit Note, the Converted Term Loan Note, all such interest and
all  such  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 and (ii) proceed to enforce its rights
whether  by  suit  in  equity  or  by  action  at  law,  whether  for specific
performance  of  any  covenant or agreement contained in this Agreement or any
Loan  Document,  or in aid of the exercise of any power granted in either this
Agreement  or  any  Loan  Document  or proceed to obtain judgment or any other
relief  whatsoever appropriate to the enforcement of its rights, or proceed to
enforce  any  other legal or equitable right which the Bank may have by reason
of  the  occurrence  of  any  Event  of  Default  hereunder  or under any Loan
Document,  provided,  however,  upon  the  occurrence  of  an Event of default
referred  to  in  Section  6.01(e),  the  Commitment  shall  be  immediately
terminated,  the  Revolving  Credit Note and the Converted Term Loan Note, all
interest  thereon  and all other amounts payable under this Agreement shall be
immediately  due  and  payable without presentment, demand, protest or further
notice  of any kind, all of which are hereby expressly waived by the Borrower.
Any  amounts  collected pursuant to action taken under this Section 6.02 shall
be  applied to the payment of, first, any costs incurred by the Bank in taking
such  action,  including  but  without limitation attorneys fees and expenses,
second,  to  payment  of the accrued interest on the Revolving Credit Note and
the Converted Term Loan Note, and third, to payment of the unpaid principal of
the  Revolving  Credit  Note  and  the  Converted  Term  Loan  Note.

SECTION 6.03. REMEDIES CUMULATIVE. No remedy conferred upon or reserved to the
              --------------------
Bank  hereunder  or  in  any  Loan Document is intended to be exclusive of any
other available remedy, but each and every such remedy shall be cumulative and
in  addition  to  every  other  remedy  given under this Agreement or any Loan
Document  or  now  or  hereafter  existing  at  law or in equity.  No delay or
omission  to  exercise  any  right or power accruing upon any Event of Default
shall  impair  any  such  right  or power or shall be construed to be a waiver
thereof,   but any such right and power may be exercised from time to time and
as  often as may be deemed expedient. In order to entitle the Bank to exercise
any  remedy  reserved  to  it in this Article VI, it shall not be necessary to
give any notice, other than such notice as may be herein expressly required in
this  Agreement  or  in  any  Loan  Document.



                                  ARTICLE VII

                                 MISCELLANEOUS

SECTION  7.01.  AMENDMENTS,  ETC.  No  amendment, modification, termination or
                -----------------
waiver of any provision of any Loan Document to which the Borrower is a party,
nor  consent  to any departure by the Borrower from any Loan Document to which
it  is  a  party,  shall in any event be effective unless the same shall be in
writing  and  signed  by  the  Bank,  and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

SECTION  7.02. NOTICES, ETC. All notices and other communications provided for
               -------------
hereunder  shall  be  in  writing  (including  telegraphic  communication) and
mailed,  telegraphed,  sent  by facsimile or delivered, if to the Borrower, at
the  address  of the Borrower set forth at the beginning of this Agreement and
if  to the Bank, at the address of the Bank set forth at the beginning of this
Agreement  to  the  attention  of  the  Bank's Account Officer, or, as to each
party,  at  such  other  address  as  shall  be designated by such party' in a
written notice complying as to delivery with the terms of this Section 7.02 to
the other parties. All such notices and communications shall be effective when
mailed, telegraphed or delivered, except that notices to the Bank shall not be
effective  until  received  by  the  Bank.

SECTION  7.03.  NO  WAIVER,  REMEDIES.  No  failure on the part of the Bank to
                ----------------------
exercise,  and  no  delay  in exercising, any right, power or remedy under any
Loan  Document,  shall  operate  as  a waiver thereof; nor shall any single or
partial  exercise  of  any right under any Loan Document preclude any other or
further  exercise  thereof  or  the  exercise of any other right. The remedies
provided  in  the  Loan  Documents  are  cumulative  and  not exclusive of any
remedies  provided  by  law.

SECTION 7.04. COSTS, EXPENSES AND TAXES.  The Borrower agrees to pay on demand
              --------------------------
all  costs  and  expenses  of  the  Bank  in  connection with the preparation,
execution, delivery and administration of this Agreement, the Revolving Credit
Note,  the  Converted  Term Loan Note and any other Loan Documents, including,
without limitation, the fees and expenses of counsel for the Bank with respect
thereto  and  with  respect  to  advising  the  Bank  as  to  its  rights  and
responsibilities  under  this  Agreement,  and  all costs and expenses, if any
(including  counsel  fees and expenses), in-connection with the enforcement of
this  Agreement,  the  Revolving Credit Note, the Converted Term Loan Note and
any  other Loan Documents. The Borrower shall at all times protect, indemnify,
defend  and  save  harmless  the  Bank  from  and  against any and all claims,
actions,  suits  and  other  legal  proceedings, and liabilities, obligations,
losses,  damages, penalties, judgments, costs, expenses or disbursements which
the  Bank may, at any time, sustain or incur by reason of or in consequence of
or  arising  out  of  the  execution  and  delivery  of this Agreement and the
consummation  of  the  transactions  contemplated  hereby.  The  Borrower
acknowledges  that  it  is  the  intention  of  the  parties  hereto that this
Agreement  shall  be  construed  and applied to protect and indemnify the Bank
against  any  and  all  risks  involved  in the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby, all of
which risks are hereby assumed by the Borrower, including, without limitation,
any  and  all risks of the acts or omissions, whether rightful or wrongful, of
any  present  or  future  de  jure  or  de  facto  government  or governmental
authority,  provided  that the Borrower shall not be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits,  costs,  expenses  or  disbursements  resulting  from  the Bank's gross
negligence  or  willful  misconduct. The provisions of this Section 7.04 shall
survive  the  payment  of  the  Notes  and  the termination of this Agreement.

SECTION  7.05.  RIGHT  OF  SET-OFF.  Upon  (i)  the  occurrence and during the
                -------------------
continuance  of any Event of Default and (ii) the declaration of the making of
the  Revolving  Credit  Note  or  the Converted Term Loan Note due and payable
pursuant  to  the provisions of Section 6.02, the Bank is hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to set
off  and  apply  any  and  all  deposits  (general or special, time or demand,
provisional  or  final)  at  any  time held and other indebtedness at any time
owing  by the Bank to or for the credit or the account of the Borrower against
any and all of the obligations of the Borrower now or hereafter existing under
this Agreement and the Revolving Credit Note and the Converted Term Loan Note,
irrespective  of whether or not the Bank shall have made any demand under this
Agreement  or  the  Revolving  Credit Note or the Converted Term Loan Note and
although  such obligations may be unmatured. The rights of the Bank under this
Section  are  in addition to all other rights and remedies (including, without
limitation,  other  rights  of  set-off)  which  the  Bank  may  have.

SECTION  7.06.  BINDING  EFFECT. This Agreement shall become effective when it
                ----------------
shall  have been executed by the Borrower and the Bank and thereafter it shall
be  binding  upon  and  inure  to the benefit of the Borrower and the Bank and
their  respective  successors  and assigns, except that the Borrower shall not
have  any  right to assign its rights hereunder to any interest herein without
the  prior  written  consent  of  the  Bank.

SECTION  7.07.  FURTHER  ASSURANCES.  The Borrower agrees at any time and from
                --------------------
time  to  time  at  its  expense,  upon request of the Bank or its counsel, to
promptly  execute,  deliver,  or  obtain or cause to be executed, delivered or
obtained any and all further instruments and documents and to take or cause to
be  taken  all  such other action the Bank may deem desirable in obtaining the
full  benefits  of, or in preserving the liens on or security interests in the
Collateral.

SECTION  7.08.  SECTION  HEADINGS, SEVERABILITY, ENTIRE AGREEMENT. Section and
                --------------------------------------------------
subsection  headings  have been inserted herein for convenience only and shall
not  be construed as part of this Agreement. Every provision of this Agreement
and  each  Loan Document is intended to be severable; if any term or provision
of  this  Agreement,  any  Loan  Document,  or any other document delivered in
connection  herewith shall be invalid, illegal or unenforceable for any reason
whatsoever,  the  validity,  legality  and  enforceability  of  the  remaining
provisions  hereof  or  thereof  shall  not in any way be affected or impaired
thereby.  All exhibits and schedules to this Agreement shall be annexed hereto
and  shall  be  deemed  to  be  part of this Agreement. This Agreement and the
exhibits  and  schedules  attached  hereto  embody  the  entire  Agreement and
understanding  between  the  Borrower  and  the  Bank  and supersede all prior
agreements  and  understandings  relating  to  the  subject  matter  hereof.

SECTION  7.09. GOVERNING LAW.This Agreement, the Revolving Credit Note and the
               --------------
Converted  Term  Loan  Note and all other Loan Documents shall be governed by,
and  construed  in  accordance  with,  the  laws  of  the  State  of New York.

SECTION  7.10. WAIVER OF JURY TRIAL. The Borrower, each Guarantor and the Bank
               ---------------------
waive  all  rights  to  trial  by  jury  on  any  cause  of action directly or
indirectly  involving  the terms, covenants or conditions of this Agreement or
any  Loan  Document.

SECTION 7.11. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
              --------------------------
number  of  counterparts  and  by  different  parties  hereto  in  separate
counterparts, each of which when so executed shall be deemed to be an original
and  all  of which taken together shall constitute one and the same agreement.

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.



INNODATA  CORPORATION



By:______/S/__________

Name:  Martin  Kaye

Title:  V.  P.  Finance





THE  CHASE  MANHATTAN  BANK

By:______/S/__________

Name:  Brian  A.  Ziemba

Title:  Vice  Presdident


<PAGE>
                             REVOLVING CREDIT NOTE

$1,000,000.00

Brooklyn,  New  York

January  30,  1997

FOR  VALUE  RECEIVED, on the earlier of the Conversion Date (as defined in the
Agreement  defined  below)  or  December  31,  1997,  INNODATA  CORPORATION, a
Delaware  corporation,  having  its principal place of business at 95 Rockwell
Place, Brooklyn, New York 11217 (the "Borrower"), promises to pay to the order
of  THE  CHASE MANHATTAN BANK ("Bank") at its office located at One Pierrepont
Plaza,  Brooklyn,  New York 11201, the principal sum of the lesser of: (a) ONE
MILLION  ($1,000,000.00) Dollars; or (b) the aggregate unpaid principal amount
of  all  Revolving  Credit  Loans  made  by  Bank  to Borrower pursuant to the
Agreement  (as  defined  below).

Borrower  shall pay interest on the unpaid principal balance of this Note from
time  to  time  outstanding,  at said office, at the rates of interest, at the
times  and  for  the  periods  set  forth  in  the  Agreement.

All  payments including prepayments on this Note shall be made in lawful money
of  the  United  States  of  America in immediately available funds. Except as
otherwise provided in the Agreement, if a payment becomes due and payable on a
day  other  than a Business Day, the maturity thereof shall be extended to the
next  succeeding  Business  Day,  and interest shall be payable thereon at the
rate  herein  specified  during  such  extension.

Borrower  hereby authorizes Bank to enter from time to time the amount of each
Loan  to  Borrower  and  the  amount of each payment on a Loan on the schedule
annexed  hereto  and  made  a  part  hereof.  Failure  of  Bank to record such
information  on  such  schedule  shall not in any way effect the obligation of
Borrower  to  pay  any  amount  due  under  this  Note.

This  Note  is  the  Revolving  Credit  Note  referred to in that certain Loan
Agreement  between  Borrower and Bank of even date herewith (the "Agreement"),
as  such Agreement may be further amended from time to time, and is subject to
prepayment  and  its  maturity  is  subject  to  acceleration  upon  the terms
contained  in  said Agreement. All capitalized terms used in this Note and not
defined  herein  shall  have  the  meanings  given  them  in  the  Agreement.

If  any  action or proceeding be commenced to collect this Note or enforce any
of  its  provisions,  Borrower further agrees to pay all costs and expenses of
such  action  or  proceeding  and  attorneys'  fees  and  expenses and further
expressly waives any and every right to interpose any counterclaim in any such
action  or  proceeding.  Borrower  hereby  submits  to the jurisdiction of the
Supreme  Court  of  the  State  of New York and agrees with Bank that personal
jurisdiction  over  Borrower shall rest with the Supreme Court of the State of
New  York  for  purposes  of  any  action  on  or  related  to  this Note, the
liabilities,  or the enforcement of either or all of the same. Borrower hereby
waives  personal service by manual delivery and agrees that service of process
may  be  made  post-paid  certified  mail  directed  to  the  Borrower  at the
Borrower's  address  set  forth  above  or  at  such  other `address as may be
designated  in writing by the Borrower to Bank in accordance with Section 7.02
of  the  Agreement,  and  that  upon  mailing  of such process such service be
effective  with  the  same effect as though personally served. Borrower hereby
expressly  waives  any  and every right to a trial by jury in any action on or
related  to  this Note, the liabilities or the enforcement of either or all of
the same. Bank may transfer this Note and may deliver the security or any part
thereof  to  the  transferee or transferees, who shall thereupon become vested
with  all  the  powers  and rights above given to Bank in respect thereto, and
Bank  shall  thereafter  be  forever  relieved  and  fully discharged from any
liability  or  responsibility in the matter. The failure of any holder of this
Note  to  insist  upon  strict performance of each and/or all of the terms and
conditions  hereof shall not be construed or deemed to be a waiver of any such
terms  or  condition.

Borrower  and all endorsers and guarantors hereof waive presentment and demand
for  payment,  notice  of  non-payment,  protest,  and  notice  of  protest.

This  Note  shall  be construed in accordance with and governed by the laws of
the  State  of  New  York.



 INNODATA  CORPORATION



 By:  _____/S/_____

 Name:  Martin  Kaye

 Title:  V.  P.  Finance


<PAGE>
                                     CHASE

                           GRID TIME PROMISSORY NOTE

January  30,  1997

For  value  received,  the  undersigned unconditionally (and if more than one,
jointly  and  severally)  promises  to pay to the order of THE CHASE MANHATTAN
BANK  ("Chase"),  at  its  office  located at 270 PARK AVE, NEW YORK, NEW YORK
10017,  or  to such other address as Chase may notify the undersigned, the sum
of  TWO  MILLION  AND  NO  CENTS Dollars ($2,000,000) or such unpaid principal
amount  of  each  loan  made to the undersigned by Chase and outstanding under
this  Note,  on  the maturity date(s) as shown on the attached schedule or any
continuation  of  the  schedule.

This  Note  includes  any  Schedule  or  Rider  attached  hereto.

MATURITY  DATE(S).  Each  loan  shall  mature  on the last day of the Interest
------------------
Period  therefor,  as  noted  on  the  Interest  Period column on the attached
-----
schedule.  As  to  a  Variable Rate loan, if no Interest Period is noted, then
-----
such  loan  is  payable  On  Demand.
---

INTEREST.  The undersigned promise(s) to pay interest on the unpaid balance of
---------
the  principal  amount  of  each such loan from and including the date of each
loan  to  but  excluding  the  date  such  loan  shall  be paid in full at the
following  applicable  rates  (check  Other  Rate  box  if  applicable):

Variable  Rate: A rate of interest per year which shall automatically increase
or  decrease  from time to time so that all times such rate shall remain equal
to  that  rate  of  interest  from time to time announced by Chase at its head
office  as  its  prime  commercial  lending rate (the "Prime Rate") plus 1/2%.
Changes in the rate of interest hereunder shall be effective as of and for the
entire  day  on  which  such  change  in  the  Prime  Rate  becomes effective.

and

x      Other  Rate:  see  Rider(s)  attached  hereto.

Interest  shall be payable, as to a Variable Rate loan, on the 1st day of each
month  and  as to an Other Rate loan, on the last day of each Interest Period,
or  if  such  Interest Period is more than 90 days, then on the 90th day after
the  date  of  such  loan  and on the last day of such Interest Period, unless
otherwise  specified  on  a  Rider  attached  hereto,  in  respect  of  the
corresponding  principal.  Interest shall be calculated on the basis of a year
of  360  days  and  payable  for  the  actual  number  of  days  elapsed.

After  the  occurrence  of  an Event of Default set forth below, Chase, at its
option, by written notice to the undersigned may increase the interest rate on
this Note by an additional four percent (4%) per year effective on the date of
such  notice.

PAYMENTS.  All  payments  under this Note shall be made in lawful money of the
---------
United  States of America and in immediately available funds at Chase's office
--
specified  above.  Chase  may (but shall not be obligated) debit the amount of
any  payment  (principal  or interest) under this Note when due to any deposit
account  of  (any  of) the undersigned with Chase. If the undersigned are more
than  one, all obligations of each of the undersigned under this Note shall be
joint  and  several. This Note may be prepaid without premium unless otherwise
specified  on  a  Rider attached hereto. Chase may apply any money received or
collected  for  payment  of  this Note to the principal of, interest on or any
other  amount  payable  under,  this  Note  in any order that Chase may elect.

Whenever  any  payment to be made hereunder (including principal and interest)
shall  be  stated to be due on a day which Chase's head office is not open for
business,  that payment will be due on the next following banking day, and any
extension  of  time  shall  in  each  case  be  included in the computation of
interest  payable  on  this  Note.

If any payment (principal or interest) shall not be paid when due other than a
payment  of  the  entire  principal  balance of the Note due upon acceleration
after  default,  the undersigned shall pay a late payment charge equal to five
percent  (5%)  of  the  amount  of  such delinquent payment, provided that the
amount  of  such  late payment charge shall be not less than $25 nor more than
$500.

AUTHORIZATIONS.  The  undersigned  hereby  authorizes  Chase to make loans and
---------------
disburse  the  proceeds  thereof  to  the  account  listed  below  and to make
----
repayments  of  such  loans  by debiting such account upon oral, telephonic or
----
telecopied  instructions  made  by  any  person purporting to be an officer or
---
agent  of the undersigned who is empowered to make such requests and give such
---
instructions. The undersigned may amend these instructions, from time to time,
effective  upon  actual  receipt of the amendment by Chase. Chase shall not be
responsible for the authority, or lack of authority, of any person giving such
telephonic  instructions  to  Chase pursuant to these provisions. By executing
this  Note,  the  undersigned  agrees  to  be bound to repay any loan obtained
hereunder  as  reflected  on  Chase's books and records and made in accordance
with  these  authorizations,  regardless of the actual receipt of the proceeds
thereof.

RECORDS.  The  date, amount and maturity date of each loan under this Note and
--------
each  payment  of principal, loan(s) to which such principal is applied (which
shall be at the discretion of Chase) and the outstanding principal balance  of
loans,  shall  be  recorded by Chase on its books and prior to any transfer of
this Note (or, at the discretion of Chase at any other time) endorsed by Chase
on  the  schedule  attached  or  any  continuation  of  the schedule. Any such
endorsement  shall  be  conclusive  absent  manifest  error.

REPRESENTATIONS  AND  WARRANTIES.  If  the  undersigned  is  other  than  an
---------------------------------
individual,  the  undersigned  represents  and warrants upon the execution and
----------
delivery  of  this  Note and upon each loan request hereunder, that: (a) it is
---
duly  organized and validly existing under the laws of the jurisdiction of its
--
organization  or  incorporation  and,  if  relevant  under  such laws, in good
standing; (b) it has the power to execute and deliver this Note and to perform
its obligations hereunder and has taken all necessary action to authorize such
execution,  delivery  and  performance;  (c)  such  execution,  delivery  and
performance  do  not  violate  or  conflict with any law applicable to it, any
provision  of its organizational documents, any order or judgment of any court
or  other  agency  of  government applicable to it or any of its assets or any
material  contractual restriction binding on or materially affecting it or any
of  its  assets;  (d) to the best of undersigned's knowledge, all governmental
and  other consents that are required to have been obtained by it with respect
to  this  Note  have  been  obtained  and are in full force and effect and all
conditions  of  any such consents have been complied with; (e) its obligations
under  this  Note  constitute  its  legal,  valid  and  binding  obligations,
enforceable  in  accordance  with  its  terms  except  to the extent that such
enforcement  may  be  limited  by  applicable  bankruptcy, insolvency or other
similar  laws  affecting  creditors'  rights  generally;  (f)  all  financial
statements and related information furnished and to be furnished to Chase from
time  to  time by the undersigned are true and complete and fairly present the
financial  or  other  information  stated  therein as at such dates or for the
periods  covered  thereby;  (g)  there  are  no actions, suits, proceedings or
investigations  pending  or,  to  the knowledge of the undersigned, threatened
against  or affecting the undersigned before any court, governmental agency or
arbitrator, which involve forfeiture of any assets of the undersigned or which
may  materially  adversely  affect  the  financial  condition,  operations,
properties or business of the undersigned or the ability of the undersigned to
perform  its  obligation  under  this Note; and (h) there has been no material
adverse  change  in  the financial condition of the undersigned since the last
such financial statements or information. If the undersigned is an individual,
the  undersigned  represents  and  warrants  at  the  times  set  forth at the
beginning  of this section, the correctness of clauses (c), (d), (e), (f), (g)
and  (h)  above  to  the  extent  applicable  to  an  individual.

NO  COMMITMENT. This Note does not create and shall not be deemed or construed
---------------
to  create any contractual commitment to lend by Chase. Any such commitment in
respect  of  this  Note can only be made by and shall only be effective to the
extent  set  forth in a separate writing expressly designated for that purpose
and  subscribed  by  a  duly  authorized  officer  of  Chase.

SECURITY.  As  collateral security for the payment of this Note and of any and
---------
all  other  obligations  and  liabilities  of  the  undersigned  to Chase, now
existing  or  hereafter  arising,  the  undersigned grants to Chase a security
interest  in  and  a lien upon and right of offset against all moneys, deposit
balances,  securities or other property or interest therein of the undersigned
now  or  at  any  time  hereafter  held  or  received by or for or left in the
possession  or  control  of  Chase  or  any  of  its  affiliates,  including
subsidiaries,  whether  for  safekeeping,  custody,  transmission, collection,
pledge  or  for  any  other  or  different  purpose.

DEFAULT. IF any of the following events of default shall occur with respect to
--------
any  of  the  undersigned  (each  an  "Event  of  Default").

(a)        the undersigned shall fail to pay the principal of, or interest on,
this  Note,  or  any other amount payable under this Note, as and when due and
payable;

(b)      any representation or warranty made or deemed made by the undersigned
in this Note or in any document granting security or support for (or otherwise
executed  in  connection  with)  this Note or by any third party supporting or
liable with respect to this Note (whether by guaranty, subordination, grant of
security  or  any  other  credit  support,  a  "Third  Party") in any document
evidencing  the  obligations  of  a  Third  Party  (this  Note  and all of the
foregoing  documents  and  all  agreements,  instruments  or  other  documents
executed  by  the undersigned or a Third Party being the "Facility Documents")
or  which  is  contained  in  any certificate, document, opinion, financial or
other statement furnished at any time under or in connection with any Facility
Document,  shall prove to have been incorrect in any material respect on or as
of  the  date  made  or  deemed  made;

(c)        the undersigned or any Third Party shall fail to perform or observe
any term, covenant or agreement contained in any Facility Document on its part
to  be  performed  or  observed,  and  such  failure  shall  continue  for  30
consecutive  days;

(d)          the undersigned or any Third Party shall fail to pay when due any
indebtedness (including but not limited to indebtedness for borrowed money) or
if  any such indebtedness shall become due and payable, or shall be capable of
becoming  due and payable at the option of any holder thereof, by acceleration
of  its  maturity,  or if there shall be any default by the undersigned or any
Third  Party  under  any  agreement  relating  to  such  indebtedness;

(e)         the undersigned or any Third Party: (i) shall generally not, or be
unable  to,  or shall admit in writing its inability to, pay its debts as such
debts  become due; (ii) shall make an assignment for the benefit of creditors;
(iii)  shall  file a petition in bankruptcy or for any relief under any law of
any  jurisdiction  relating  to  reorganization,  arrangement, readjustment of
debt,  dissolution  or  liquidation;  (iv)  shall have any such petition filed
against  it  and  the same shall remain undismissed for a period of 30 days or
shall  consent  or  acquiesce  thereto;  or  (v)  shall  have  had a receiver,
custodian  or trustee appointed for all or a substantial part of its property;

(f)          if  the  undersigned  or  any  Third Party is an individual, such
individual  shall  die  or  be  declared  incompetent;

(g)     any Third Party Facility Document shall at any time and for any reason
cease  to  be  in full force and effect or shall be declared null and void, or
its  validity or enforceability shall be contested by the relevant Third Party
or  such  Third  Party  shall  deny it has any further liability or obligation
under any Facility Document or shall fail to perform its obligations under any
Facility  Document;  (h) any security agreement or other agreement (whether by
the  undersigned  or  any  Third  Party)  granting  a security interest, lien,
mortgage or other encumbrance securing obligations under any Facility Document
shall  at  any  time  and for any reason cease to create a valid and perfected
first priority security interest, lien, mortgage or other encumbrance in or on
the property purported to be subject to such agreement or shall cease to be in
full  force  and effect or shall be declared null and void, or the validity or
enforceability  of  any such agreement shall be contested by any party to such
agreement, or such party shall deny it has any further liability or obligation
under  such  agreement  or  any  such  party  shall fail to perform any of its
obligations  under  such  agreement.

(h)     the undersigned shall make or permit to be made any material change in
the  character,  management  or  direction  of  the  undersigned's business or
operations  (including,  but  not  limited  to,  a  change  in  its  executive
management  or in the ownership of its capital stock which effects a change in
the  control of any such business or operations), which is not satisfactory to
Chase;

(i)         the undersigned or any Third Party shall suffer a material adverse
change  in  its  business,  financial  condition,  properties  or  prospects;

(j)     any action, suit, proceeding or investigation against or affecting the
undersigned  or  a  Third  Party before any court or governmental agency which
involves  forfeiture  of  any assets of the undersigned or a Third Party shall
have  been  commenced;  or

(k)       one or more judgments, decrees or orders for the payment of money in
excess  of  $50,000 in the aggregate shall be rendered against the undersigned
and  shall  continue  unsatisfied and in effect for a period of 30 consecutive
days  without being vacated, discharged, satisfied or stayed or bonded pending
appeal.

THEN, IN ANY SUCH CASE, if Chase shall elect by notice to the undersigned, the
unpaid  principal  amount  of this Note, together with accrued interest, shall
become  forthwith  due  and  payable; provided that in the case of an event of
default  under  (e)  above, the unpaid principal amount of this Note, together
with  accrued  interest,  shall immediately become due and payable without any
notice  or  other  action  by  Chase.

THE  EVENTS  OF  DEFAULT  AND  REMEDIES SET FORTH ABOVE ARE IN ADDITION TO AND
WITHOUT  IN  ANY WAY DIMINISHING ANY RIGHT BY CHASE TO MAKE DEMAND FOR PAYMENT
AT  ANY  TIME.

CERTAIN  WAIVERS.  The  undersigned  waive(s) presentment, notice of dishonor,
-----------------
protest  and  any  other  notice  or  formality  with  respect  to  this Note.
---

COSTS.  The  undersigned  agree(s) to reimburse Chase on demand for all costs,
------
expenses  and  charges  (including,  without  limitation,  fees and charges of
--
external  legal  counsel  for  Chase and costs allocated by its internal legal
--
department) in connection with the preparation, interpretation, performance or
--
enforcement  of  this  Note  and  the  Facility  Documents.

NOTICES. All notices, requests, demands or other communications to or upon the
--------
undersigned  or  Chase shall be in writing and shall be deemed to be delivered
upon  receipt  if  delivered  by  hand or overnight courier or five days after
mailing  to  the  address  (a)  of  the  undersigned  as set forth next to the
undersigned's  execution  of this Note, (b) of Chase as first set forth above,
or (c) of the undersigned or Chase at such other address as the undersigned or
Chase  shall  specify  to  the  other  in  writing.

ASSIGNMENT.  This  note shall be binding upon the undersigned and its or their
-----------
successors  and  shall  inure  to  the benefit of Chase and its successors and
assigns.

AMENDMENT  AND  WAIVER.  This  Note may be amended only by a writing signed on
-----------------------
behalf  of  each  party and shall be effective only to the extent set forth in
---
that  writing.  No  delay  by Chase in exercising any power or right hereunder
--
shall  operate  as  a waiver thereof or of any other power or right; nor shall
--
any  single or partial exercise of any power or right preclude other or future
--
exercise  thereof,  or  the  exercise  of  any other power or right hereunder.

GOVERNING  LAW:  JURISDICTION.  This  Note  shall governed by and construed in
------------------------------
accordance  with the laws of the State of New York, Connecticut or New Jersey,
----
depending  on  the  location  of  the Chase office set forth in this Note. The
undersigned consent(s) to the nonexclusive jurisdiction and venue of the state
or  federal courts located in such state. In the event of a dispute hereunder,
suit  may  be  brought  against  the  undersigned  is  such  courts  or in any
jurisdiction  where  the  undersigned  or  any  of  its assets may be located.
Service of process by Chase in connection with any dispute shall be binding on
the  undersigned  if  sent  to  the  undersigned  by  registered  mail  at the
address(es)  specified below or to such further address(es) as the undersigned
may  specify  to  Chase  in  writing.

MAXIMUM  INTEREST.  Notwithstanding  any  other  provision  of  this Note, the
------------------
undersigned  shall  not  be  required  to pay any amount pursuant to this Note
------
which  is  in excess of the maximum amount permitted to be charged by national
----
banks under applicable law and any such excess interest paid shall be refunded
to  the  undersigned  or  applied  to  principal  owing  hereunder.

Commercial  Transaction.  IF THE UNDERSIGNED IS A CONNECTICUT DOMICILED ENTITY
OR  RESIDENT,  EACH  OF THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT THIS NOTE AND
THE TRANSACTIONS CONTEMPLATED HEREBY CONSTITUTE COMMERCIAL TRANSACTIONS WITHIN
THE  MEANING  OF SECTION 52L-278a OF THE CONNECTICUT GENERAL STATUTES. EACH OF
THE  UNDERSIGNED  EXPRESSLY  WAIVES  ANY  AND  ALL  RIGHTS,  CONSTITUTIONAL OR
OTHERWISE,  WITH  RESPECT  TO  NOTICE AND HEARING AND ANY RIGHTS UNDER CHAPTER
903A  OF  THE  CONNECTICUT GENERAL STATUTES IN CONNECTION WITH ANY PREJUDGMENT
REMEDY  AVAILABLE  TO    CHASE.

BORROWER  WAIVERS.  THE  UNDERSIGNED  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
------------------
INTENTIONALLY WAIVE(S) (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY
----------
RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS NOTE
OR  ANY  FACILITY DOCUMENT, AND AGREES THAT ANY SUCH DISPUTE SHALL, AT CHASE'S
OPTION,  BE  TRIED  BEFORE  A  JUDGE  SITTING  WITHOUT  A  JURY.

IN  ADDITION,  THE UNDERSIGNED WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE BASED
UPON ANY STATUTE OF LIMITATIONS OR ANY CLAIM OF DELAY BY CHASE AND ANY SET-OFF
OR  COUNTERCLAIM  OF  ANY  NATURE  OR  DESCRIPTION.

Chase  Account  No.  to  be  charged  for

Disbursements  and  Payments:  012  -080020



INNODATA  CORPORATION


By  _____/S/_____

Print  Name  MARTY  KAYE
Title:    Chief  Financial  Officer


By  ________

Print  Name:
Title:


Address  for  notices
95  ROCKWELL
BROOKLYN,  NY  11217
Telecopier  No.  (718)  260  4375