<PAGE>

      AMENDMENT NO. 1 TO LOAN & SECURITY AGREEMENT (ACCOUNTS AND INVENTORY)


         This Amendment dated as of October 28, 1999 among Troy Group, Inc.
("Troy"), Troy Systems International, Inc. ("TSI"), Troy XCD, Inc. ("Troy XCD")
and each other Person which becomes a signatory hereto (collectively "Borrower")
and Comerica Bank - California ("Bank").

                                    RECITALS:

         A. Troy, TSI, Troy XCD and Bank executed that certain Loan and Security
Agreement dated as of October 20, 1998 as supplemented by (I) Addendum A to Loan
& Security Agreement (LIBOR), (ii) Addendum B to Loan & Security Agreement,
(iii) Environmental Rider, (iv) Addendum A to Environmental Rider, (v) Equipment
Rider and (vi) Inventory Rider (Revolving Advance), each dated as of October 20,
1998 (as so supplemented, the "Agreement").

         B. Troy, TSI, Troy XCD and Bank desire to amend the Agreement as set
forth below.

         The parties agree as follows:

         1. The term "Borrower" wherever used in the Agreement shall mean Troy
Group, Inc., Troy Systems International, Inc., Troy XCD, Inc., and each other
Person which executes a Joinder Agreement after the date hereof.

         2. The following definitions set forth in Section 1 of the Agreement
are amended to read as follows:

         "`ACQUISITION LOAN' MEANS THE CREDIT EXTENDED TO BORROWER BY BANK UNDER
         SECTION 2.1A HEREOF."

         "`ACQUISITION NOTE' MEANS THE PROMISSORY NOTE IN THE FORM ANNEXED
         HERETO ISSUED BY BORROWER ON THE DATE HEREOF AND PAYABLE TO BANK."

         "`DOMESTIC SUBSIDIARY' MEAN ANY PERSON WHICH IS ORGANIZED UNDER THE
         LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA AND WHICH, DIRECTLY
         OR INDIRECTLY, IS A WHOLLY OWNED SUBSIDIARY OF TROY."

         "`EBITDA' MEANS AS OF ANY DATE OF DETERMINATION, THE EARNINGS OF TROY
         GROUP, INC. AND ITS CONSOLIDATED SUBSIDIARIES FOR THE FOUR QUARTER
         PERIOD ENDING ON SUCH DATE OF DETERMINATION BEFORE INTEREST, TAXES,
         DEPRECIATION AND AMORTIZATION, ALL AS DETERMINED IN ACCORDANCE WITH
         GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED."

         "`FIXED RATE' MEANS TWO AND ONE HALF PERCENT (2.50%) OVER THE PER ANNUM
         INTEREST RATE WHICH BANK DETERMINES TO BE ITS COST OF OBTAINING FUNDS
         IN AN AMOUNT AND WITH AMORTIZATION AND TERMS COMPARABLE TO THE
         ACQUISITION NOTE. BORROWER ACKNOWLEDGES THAT IN DETERMINING THE FIXED
         RATE, BANK WILL USE VARIOUS SOURCES OF INFORMATION INCLUDING
         INFORMATION AVAILABLE

<PAGE>

         FROM REUTERS AND TELERATE AND THAT SUCH INFORMATION, AS CONCLUSIVELY
         DETERMINED BY BANK (IN A MANNER CONSISTENT WITH BANK'S METHODS OF
         DETERMINING ITS COST OF FUNDS FOR OTHER TRANSACTIONS) WILL FORM THE
         BASIS OF BANK'S DETERMINATION OF THE COST OF FUNDS, WHICH DETERMINATION
         SHALL BE CONCLUSIVE FOR ALL PURPOSES."

         "`JOINDER AGREEMENT' MEANS A JOINDER AGREEMENT IN THE FORM ANNEXED
         HERETO AS EXHIBIT "A" TO BE EXECUTED AND DELIVERED BY ANY PERSON
         REQUIRED TO BECOME A BORROWER PURSUANT TO SECTION 6.27 OF THIS
         AGREEMENT."

         "`PERMITTED ACQUISITION' MEANS ANY ACQUISITION BY TROY GROUP, INC. OR A
         WHOLLY OWNED SUBSIDIARY OF TROY GROUP, INC. (THE "ACQUIROR") OF ALL OR
         SUBSTANTIALLY ALL OF THE ASSETS OF ANOTHER PERSON, OR OF A DIVISION OR
         LINE OF BUSINESS OF ANOTHER PERSON OR SHARES OF STOCK OR OTHER
         OWNERSHIP INTERESTS OF ANOTHER PERSON, WHICH IS CONDUCTED IN ACCORDANCE
         WITH THE FOLLOWING REQUIREMENTS:

                  "(a) SUCH ACQUISITION IS OF A BUSINESS OR PERSON WHICH HAS
         TECHNOLOGIES, PRODUCT LINES AND BUSINESSES COMPLIMENTARY TO THE
         ACQUIROR; AND

                  "(b) IF THE AGGREGATE ADVANCES MADE BY BANK UNDER THE
         ACQUISITION LOAN AS OF THE DATE OF THE ACQUISITION AFTER GIVING EFFECT
         TO SUCH ACQUISITION IS IN EXCESS OF THREE MILLION DOLLARS ($3,000,000):

                  "(I)   (A) BORROWER SHALL HAVE DELIVERED TO BANK NOT LESS THAN
                  TEN (10) BUSINESS NOR MORE THAN NINETY (90) BUSINESS DAYS
                  PRIOR TO THE CLOSING DATE OF THE ACQUISITION NOTICE OF SUCH
                  ACQUISITION INCLUDING SUCH DETAILS OF THE ACQUISITION AS MAY
                  BE REQUIRED BY BANK TOGETHER WITH PRO FORMA PROJECTED
                  FINANCIAL INFORMATION;

                           "(B) THE VALUE OF THE GOODWILL AND OTHER INTANGIBLES
                  ACQUIRED THROUGH THE ACQUISITION SHALL NOT EXCEED FIFTY
                  PERCENT (50%) OF THE PURCHASE PRICE OF SUCH ACQUISITION
                  COMPUTED ON THE BASIS OF TOTAL ACQUISITION CONSIDERATION PAID
                  OR INCURRED, OR TO BE PAID OR INCURRED, BY THE ACQUIROR,
                  INCLUDING THE AMOUNT OF DEBT ASSUMED OR TO WHICH SUCH ASSETS,
                  BUSINESSES OR BUSINESS OR OWNERSHIP INTERESTS OR SHARES, OR
                  ANY PERSON SO ACQUIRED IS SUBJECT, INCLUDING THE VALUE OF ANY
                  COMMON SHARES TRANSFERRED AS A PART OF SUCH ACQUISITION
                  ("PURCHASE PRICE"); AND

                           "(C) THE RATIO OF THE PURCHASE PRICE TO EBITDA (AS OF
                  THE LAST DAY OF THE MOST RECENT FISCAL QUARTER) SHALL NOT
                  EXCEED 7.0 TO 1;

                  OR

                  "(ii) BANK SHALL HAVE APPROVED SUCH ACQUISITION IN WRITING
                  PRIOR TO ITS CONSUMMATION, WHICH APPROVAL SHALL BE GIVEN OR
                  DENIED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT BY THE BANK OF
                  THE INFORMATION REQUIRED UNDER PART (B)(I)(A) OF THIS
                  DEFINITION OF PERMITTED ACQUISITION."


                                       2

<PAGE>

         "`PRO FORMA FINANCIAL INFORMATION' MEANS AS TO ANY PROPOSED
         ACQUISITION, A STATEMENT EXECUTED BY THE CHIEF FINANCIAL OFFICER
         (SUPPORTED BY REASONABLE DETAIL) SETTING FORTH THE TOTAL CONSIDERATION
         TO BE PAID OR INCURRED IN CONNECTION WITH THE PROPOSED ACQUISITION AND
         PRO FORMA COMBINED PROJECTED FINANCIAL INFORMATION FOR TROY GROUP, INC.
         AND ITS CONSOLIDATED SUBSIDIARIES AND THE ACQUISITION TARGET (IF
         APPLICABLE), CONSISTING OF PROJECTED BALANCE SHEETS AS OF THE PROPOSED
         EFFECTIVE DATE OF THE ACQUISITION OR THE CLOSING DATE, INCLUDING
         SUFFICIENT DETAIL TO PERMIT CALCULATION OF THE AMOUNTS AND RATIOS
         DESCRIBED IN SECTION 6.17 HEREOF, AS PROJECTED AS OF THE EFFECTIVE DATE
         OF THE ACQUISITION AND ACCOMPANIED BY (I) A STATEMENT SETTING FORTH A
         CALCULATION OF THE RATIOS AND AMOUNTS SO DESCRIBED, (ii) A STATEMENT IN
         REASONABLE DETAIL SPECIFYING ALL MATERIAL ASSUMPTIONS UNDERLYING THE
         PROJECTIONS AND (iii) SUCH OTHER INFORMATION AS BANK SHALL REASONABLY
         REQUEST."

         "`TANGIBLE EFFECTIVE NET WORTH' AS USED IN THIS AGREEMENT MEANS NET
          WORTH AS DETERMINED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED,
          INCREASED BY SUBORDINATED DEBT IF ANY, AND DECREASED BY
         THE NET BOOK VALUE OF THE FOLLOWING: PATENTS, LICENSES, GOODWILL,
         SUBSCRIPTION LISTS, ORGANIZATION EXPENSES, TRADE RECEIVABLES CONVERTED
         TO NOTES, AND MONEY DUE FROM AFFILIATES (INCLUDING OFFICERS, DIRECTORS,
         SUBSIDIARIES AND COMMONLY HELD COMPANIES)."

         3. Section 2.1a is added to the Agreement as follows:

                  "2.1a IN ADDITION TO THE LOAN MADE BY BANK FROM TIME TO TIME
         UNDER SECTION 2.1 OF THIS AGREEMENT, UPON THE REQUEST OF BORROWER MADE
         AT ANY TIME AND FROM TIME TO TIME FROM THE DATE HEREOF THROUGH OCTOBER
         1, 2000, AND SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED, BANK SHALL
         LEND TO BORROWER SUMS NOT TO EXCEED TEN MILLION DOLLARS ($10,000,000)
         IN AGGREGATE PRINCIPAL AMOUNT, SUBJECT TO THE TERMS OF THIS AGREEMENT.
         THE PROCEEDS OF THE ACQUISITION LOAN SHALL BE USED SOLELY TO FINANCE
         PERMITTED ACQUISITIONS. THE FIRST THREE MILLION DOLLARS ($3,000,000) OF
         ADVANCES OF THE ACQUISITION LOAN MAY BE USED BY BORROWER TO FINANCE UP
         TO 100% OF THE PURCHASE PRICE OF PERMITTED ACQUISITIONS. THEREAFTER,
         THE NEXT SEVEN MILLION DOLLARS ($7,000,000) OF ADVANCES OF THE
         ACQUISITION LOAN MAY BE USED BY BORROWER TO FINANCE UP TO 50% OF THE
         PURCHASE PRICE OF PERMITTED ACQUISITIONS.

                  "THE INDEBTEDNESS OUTSTANDING UNDER THE ACQUISITION LOAN SHALL
         BE EVIDENCED BY THE ACQUISITION NOTE. THE PRINCIPAL INDEBTEDNESS
         OUTSTANDING UNDER THE ACQUISITION NOTE SHALL BE REPAID IN SIXTY (60)
         INSTALLMENTS EACH EQUAL TO 1/60TH OF THE PRINCIPAL AMOUNT OUTSTANDING
         UNDER THE ACQUISITION NOTE ON OCTOBER 1, 2000, COMMENCING ON NOVEMBER
         1, 2000 AND ON THE FIRST DAY OF EACH MONTH THEREAFTER UNTIL OCTOBER 1,
         2005 WHEN THE ENTIRE UNPAID BALANCE OF PRINCIPAL AND INTEREST THEREON
         SHALL BE DUE AND PAYABLE IN FULL. INTEREST SHALL BE PAYABLE MONTHLY ON
         THE FIRST DAY OF EACH MONTH. PREPAYMENTS OF THE ACQUISITION LOAN SHALL
         BE APPLIED TO INSTALLMENTS DUE THEREUNDER IN THE INVERSE ORDER OF THEIR
         MATURITIES."

         4. Section 6.6 (r) and (s) are added to the Agreement as follows:

                  "r. MAKE OR PERMIT ANY OF ITS SUBSIDIARIES TO MAKE ANY LOAN OR
         ADVANCE TO FOREIGN SUBSIDIARIES IN EXCESS OF $1,000,000 IN THE
         AGGREGATE AT ANY TIME OUTSTANDING.


                                       3

<PAGE>

                  "s. MAKE OR PERMIT ANY OF ITS SUBSIDIARIES TO MAKE ANY
         INVESTMENT IN ANY FOREIGN SUBSIDIARY OTHER THAN AN INVESTMENT BY THE
         ACQUIROR NOT TO EXCEED THE PURCHASE PRICE OF THE PERMITTED
         ACQUISITION."

         5. Section 6.17(b) is amended to read as follows:

                  "b. TANGIBLE EFFECTIVE NET WORTH IN AN AMOUNT NOT LESS THAN
         (I) PRIOR TO THE FIRST ADVANCE UNDER THE ACQUISITION NOTE, $24,000,000,
         AND (ii) UPON AND AT ALL TIMES AFTER THE FIRST ADVANCE UNDER THE
         ACQUISITION NOTE, $13,500,000."

         6. Section 6.17(d) is amended to read as follows:

                  "d. A QUICK RATIO OF CASH PLUS SECURITIES PLUS RECEIVABLES TO
         CURRENT LIABILITIES OF NOT LESS THAN (I) PRIOR TO THE FIRST ADVANCE
         UNDER THE ACQUISITION NOTE, 2.25 TO 1.0; AND (ii) UPON AND AT ALL TIMES
         AFTER THE FIRST ADVANCE UNDER THE ACQUISITION NOTE, 1.00 TO 1.0."

         7. Section 6.17(e) is amended to read as follows:

                  "e. A RATIO OF TOTAL LIABILITIES (LESS DEBT SUBORDINATED TO
         BANK) TO TANGIBLE EFFECTIVE NET WORTH OF LESS THAN 2.25 TO 1.0."

         8. Section 6.17(f) is amended to read as follows:

                  "f. A RATIO OF CASH FLOW TO FIXED CHARGES OF NOT LESS THAN (I)
         PRIOR TO THE FIRST ADVANCE UNDER THE ACQUISITION NOTE, 2.00 TO 1.0 AND
         (ii) UPON AND AT ALL TIMES AFTER THE FIRST ADVANCE UNDER THE
         ACQUISITION NOTE, 1.25 TO 1.0."

         9. Section 6.27 is added to the Agreement as follows:

                  "6.27 WITH RESPECT TO EACH PERSON WHICH BECOMES A DOMESTIC
         SUBSIDIARY OF TROY GROUP, INC. SUBSEQUENT TO THE DATE HEREOF, WITHIN
         THIRTY (30) DAYS AFTER SUCH PERSON IS ACQUIRED, CREATED OR OTHERWISE
         BECOMES A DOMESTIC SUBSIDIARY (WHICHEVER FIRST OCCURS), THE BORROWER
         SHALL CAUSE TO BE EXECUTED AND DELIVERED TO BANK A JOINDER AGREEMENT
         WHEREBY SUCH DOMESTIC SUBSIDIARY BECOMES OBLIGATED AS A BORROWER
         HEREUNDER, TOGETHER WITH SUCH SUPPORTING DOCUMENTATION, INCLUDING,
         WITHOUT LIMITATION, CORPORATE AUTHORITY ITEMS, CERTIFICATES, AND
         OPINIONS OF COUNSEL, AND BORROWER SHALL TAKE OR CAUSE TO BE TAKEN, SUCH
         STEPS AS ARE NECESSARY OR ADVISABLE UNDER APPLICABLE LAW, AS DETERMINED
         BY BANK, TO PERFECT THE LIENS GRANTED UNDER THIS AGREEMENT AS A RESULT
         OF THE EXECUTION AND DELIVERY OF SUCH JOINDER AGREEMENT. UPON EXECUTION
         AND DELIVERY OF THE JOINDER AGREEMENT AND SUCH SUPPORTING
         DOCUMENTATION, SUCH DOMESTIC SUBSIDIARY SHALL BE DEEMED A BORROWER
         HEREUNDER."


                                       4

<PAGE>

         10. Addendum A (LIBOR) to the Agreement is amended as follows:

         (I) Section 2 of Addendum A is amended to read as follows:

                  "INTEREST RATE OPTIONS. BORROWER SHALL HAVE THE FOLLOWING
                  OPTIONS REGARDING THE INTEREST RATE TO BE PAID BY BORROWER ON
                  ADVANCES UNDER THE NOTE (IN ADDITION TO ANY OTHER OPTIONS
                  PROVIDED FOR IN THE AGREEMENT):

                  a.       WITH RESPECT TO ADVANCES UNDER SECTION 2.1 OF THE
                           AGREEMENT, A RATE EQUAL TO TWO PERCENT (2.00%) ABOVE
                           BANK'S LIBOR FOR THE RELEVANT LIBOR PERIOD OR ONE
                           QUARTER PERCENT (0.25%) BELOW THE BASE RATE AS
                           DEFINED IN THE NOTE; OR

                  b.       WITH RESPECT TO ADVANCES UNDER SECTION 2.1A OF THE
                           AGREEMENT, A RATE EQUAL TO TWO AND ONE HALF PERCENT
                           (2.50%) ABOVE BANK'S LIBOR FOR THE RELEVANT LIBOR
                           PERIOD OR ONE QUARTER PERCENT (0.25%) ABOVE THE BASE
                           RATE AS DEFINED IN THE NOTE.

                  `LIBOR OPTION' SHALL MEAN THE LIBOR-BASED RATE APPLICABLE
                  UNDER SUBPART a OR b OF THIS SECTION 2. `BASE RATE OPTION'
                  SHALL MEAN THE APPLICABLE INTEREST RATE WHICH IS BASED ON THE
                  BASE RATE UNDER SUBPART A OR B OF THIS SECTION 2."

         (ii) Each Advance of the Acquisition Loan which bears interest at the
         LIBOR Rate Option shall be a minimum of $1,000,000.

         11. Item (1) under "OTHER COVENANTS:" set forth on Addendum B to the
Agreement is amended to read as follows:

                  "(1) POST-ACQUISITION BALANCE SHEET AND COVENANT COMPLIANCE
         CERTIFICATE WITHIN 60 DAYS AFTER THE EFFECTIVE DATE OF EACH PERMITTED
         ACQUISITION; AND"

         12. In addition to the Base Rate Option and the LIBOR Rate Option,
commencing October 1, 2000, Borrower shall have the option to select the Fixed
Rate as the applicable interest rate for the entire indebtedness outstanding
under the Acquisition Loan. In the event Borrower selects the Fixed Rate as the
applicable interest rate with respect to the Acquisition Loan, the Fixed Rate
shall be the applicable interest rate until the maturity date of the Acquisition
Loan.

         In the event the Borrower selects the Fixed Rate as the applicable
interest rate with respect to the Acquisition Loan, the Bank does not have to
accept any prepayment of principal under the Acquisition Note except as
described below or as required under applicable law. The Borrower may prepay
principal of the Acquisition Note in increments of $50,000 at any time as long
as the Bank is provided written notice of the prepayment. The notice of
prepayment shall contain the following information: (a) the date of prepayment
(the "Prepayment Date") and (b) the amount of principal to be prepaid. On the
Prepayment Date, the Borrower will pay to the Bank, in addition to the other
amounts then due on the Acquisition Note under the Agreement, the Prepayment
Amount described


                                       5

<PAGE>

below. The Bank, in its sole discretion, may accept any prepayment of
principal even if not required to do so under the Agreement and may deduct
from the amount to be applied against principal the other amounts required as
part of the Prepayment Amount.

         If the Bank exercises its right to accelerate the payment of the
Acquisition Note prior to maturity, the Borrower will pay to the Bank, in
addition to the other amounts then due under the Agreement, on the date
specified by the Bank as the Prepayment Date, the Prepayment Amount. The
Bank's determination of the Prepayment Amount will be conclusive in the
absence of obvious error or fraud.

         The Prepayment Amount is the sum of: (I) the amount of principal
which the Borrower has elected to prepay or the amount of principal which the
Bank has required the Borrower to prepay because of acceleration, as the case
may be (the "Prepaid Principal Amount"), (ii) interest accruing on the
Prepaid Principal Amount up to, but not including, the Prepayment Date, (iii)
Five Hundred Dollars ($500) plus (iv) the present value, discounted at the
Reinvestment Rates (as defined below), of the positive amount by which (A)
the interest the Bank would have earned had the Prepaid Principal Amount been
paid according at the Acquisition Note's amortization schedule at the
Acquisition Note's interest rate exceeds (B) the interest the Bank would earn
by reinvesting the Prepaid Principal Amount at the Reinvestment Rates.

         "Reinvestment Rates" mean the per annum rates of interest equal to
one half percent (1/2%) above the rates of interest reasonably determined by
the Bank to be in effect not more than seven days prior to the Prepayment
Date in the secondary market for United States Treasury Obligations in
amount(s) and with maturity(ies) which correspond (as closely as possible) to
the principal installment amount(s) and the payment date(s) against which the
Prepaid Principal Amount will be applied.

         13. The Joinder Agreement is added to the Agreement as Exhibit A.

         14. This Amendment shall be effective as of October 28, 1999.

         15. Except as expressly set forth herein, all of the terms and
conditions of the Agreement shall remain in full force and effect.



COMERICA BANK -  CALIFORNIA                 TROY GROUP, INC.


By:  Barbara D'Amato                        By:   /s/ Patrick J. Dirk
   ----------------------------                ------------------------------

Its:   Vice President                       Its:    Chairman and CEO
    ---------------------------                 -----------------------------


                                       6

<PAGE>

                                            TROY SYSTEMS INTERNATIONAL, INC.


                                            By:   /s/ Patrick J. Dirk
                                               ------------------------------

                                            Its:    Chairman and CEO
                                                -----------------------------

                                            TROY XCD, INC.


                                            By:   /s/ Patrick J. Dirk
                                               ------------------------------

                                            Its:    Chairman and CEO
                                                -----------------------------


                                       7

<PAGE>

                                   EXHIBIT "A"

                                JOINDER AGREEMENT

         This Joinder Agreement is dated as of __________________, by
____________________, a ___________________ ("New Borrower").

                                    RECITALS:

         A. New Borrower is a direct or indirect Domestic Subsidiary of Troy
Group, Inc. ("Company").

         B. New Borrower desires to become a party as a Borrower to that
certain Loan and Security Agreement (Accounts and Inventory) dated October
20, 1998 (as supplemented by the addenda and riders annexed thereto and as
amended by Amendment No. 1 dated October 28, 1999 (as may be further amended,
restated, supplemented or replaced from time to time, the "Agreement") by and
among Company, the other Borrowers signatory thereto (by execution and
delivery of the Agreement or of a Joinder Agreement) and Comerica Bank -
California ("Bank"), and to receive all the benefits of and to become subject
to the obligations thereof.

         C. Pursuant to Section 6.27 of the Agreement the New Borrower must
execute and deliver this Joinder Agreement.

         In consideration of the benefits to be derived by the New Borrower
under the Agreement and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the New Borrower agrees as
follows:

         1. Capitalized terms used in the opening paragraph, the recitals and
as otherwise used herein and not defined have the same meanings assigned to
such terms in the Agreement.

         2. Upon its execution, this Joinder Agreement is made a part of the
Agreement for all purposes, and the New Borrower shall be and become a party
to the Agreement and shall without any further actions or conditions have all
the rights and become subject to all the obligations of one of the Borrower
thereunder.

         3. The New Borrower (a) represents and warrants that it is legally
authorized to enter into this Joinder Agreement, (b) confirms that it has
received copies of the Agreement, the other loan documents executed and
delivered in connection therewith and all related documents ("Loan
Documents"), and that on the basis of its review and analysis of this
information has decided to enter into this Joinder Agreement, (c) confirms
that it is a subsidiary of Company, (d) adopts by reference thereto all of
the representations and warranties applicable to it as set forth in the
Agreement as fully and with the same force and effect as though each such
representation and warranty were set forth in its entirety in the Joinder
Agreement and confirms and agrees that it shall perform each and every
covenant applicable to it as one of the Borrower as provided in the Agreement
and that it will at all times be in compliance with the terms of the
Agreement, the other Loan Documents and all of the


                                       8

<PAGE>

obligations and covenants set forth therein to the same extent as though each
and every such agreement and covenant were set forth in their entirety in
this Joinder Agreement required to be performed by it as one of the Borrower
thereunder.

         4. New Borrower shall be considered, and deemed to be, for all
purposes of the Agreement and the other Loan Documents, one of the Borrower
under the Agreement as fully as though New Borrower had executed and
delivered the Agreement at the time originally executed and delivered by the
Company and hereby ratifies and confirms its obligations under the Agreement
and the other Loan Documents, all in accordance with the terms hereof.

         5. No Event of Default (as defined in the Agreement) has occurred
and is continuing under the Agreement.

         6. This Joinder Agreement shall not become effective until the New
Borrower has complied with all of the terms and conditions of Section 6.27 of
the Agreement.

         7. This Joinder Agreement shall be governed by the Laws of the State
of California and shall be binding upon New Borrower and its successors and
assigns.

         IN WITNESS WHEREOF, the undersigned New Borrower has executed and
delivered this Joinder Agreement as of the date first written above.

                                              [NEW BORROWER]


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

                                              Its:
                                                  ---------------------------

Acknowledged and approved as of
the date first set forth above.

COMERICA BANK - CALIFORNIA


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

Its:
    --------------------------------


                                       9