EXHIBIT 10.37

                                 LOAN AGREEMENT

         THIS LOAN  AGREEMENT  made and  entered  into this 8th day of  January,
1991, by and between COMPUTER SCIENCE INNOVATIONS,  INC., as (the "Company") and
SUN  BANK,  NATIONAL  ASSOCIATION,  a  National  Banking  Association,  with its
principal  banking  offices  located in Orlando,  Orange  County,  Florida  (the
"Bank").

                                   WITNESSETH:

         WHEREAS,  the  Company  wishes  to  borrower  from  the Bank the sum of
$1,000,000.00  on a revolving line of credit as an operating  line,  hereinafter
referred to as Loan "A"; and the sum of $500,000.00 as a further  revolving line
of credit to support the Company's Egyptian Contract, hereinafter referred to as
Loan "B"; and

         WHEREAS,  the Bank is  willing  to make such  loans  upon the terms and
conditions set forth in this Agreement.

         NOW,  THEREFORE,  in consideration of the above premises and the mutual
covenants  and  conditions  contained  herein,  the  Company  and Bank  agree as
follows:


                                   ARTICLE ONE
                        DEFINITIONS AND ACCOUNTING TERMS

         Section  1.01.  Definitions.  For the purposes of this  Agreement,  the
following  terms shall have the  respective  meanings  specified in this Section
1.01 (such  meanings to be equally  applicable  to both the  singular and plural
forms of the terms defined):

     (a) "Agreement" shall mean this Loan Agreement.

     (b) "Bank  Office"  shall  mean any  branch  office of the Bank  located in
Brevard  County,  Florida,  which  office  is an  office  of the  Bank and not a
separate and distinct entity from the Bank.

     (c) "Current Assets" shall mean those assets which in the regular course of
business of the Company and its  subsidiaries  on a  consolidated  basis will be
readily and quickly realized or converted into cash, all in accordance with GAAP
within the applicable  accounting or time period,  together with such additional
assets as may readily be converted  into cash without  impairing the business of
the Company and its subsidiaries and shall include cash, temporary  investments,
receivables,   inventories  and   pre-payments,   but  shall  exclude  loans  to
stockholders.

     (d) "Current  Liabilities"  shall mean those liabilities of the Company and
its  subsidiaries  on a  consolidated  basis  or any  portion  thereof.  Current
liabilities shall be defined as current  maturities of long term debt plus notes
payable less than one (1) year, plus accounts payable,  plus taxes payable, plus
accrued expenses,  and any other liabilities due or that shall become due within
a twelve (12) month period.

     (e) "Debt to Net Worth Ratio" shall mean the ratio of total  liabilities to
Tangible Net Worth.

     (f) "Due Date" shall mean the date any payment of  principal or interest is
due and payable on the Loan or Note.

     (g) "Event of Default" shall mean an event of default  specified in Article
Seven of this Agreement.

     (h) "GAAP" shall mean generally accepted accounting principles consistently
applied to the particular item.

     (i) "Interest  Coverage Ratio" shall mean earnings before interest  expense
and taxes divided by interest expense.

     (j) "Loan" shall mean the following  credit  facilities made to the Company
by the Bank pursuant to an in accordance with the terms of this Loan Agreement:

          l)  Revolving Line of Credit in the amount of $1,000,000.00 (Loan "A")

          2)  Revolving Line of Credit in the amount of $500,000.00 (Loan "B")

     (k) "Loan  Documents"  shall mean this Agreement,  the Notes,  the Security
Agreement,  UCC Financing Statements,  Collateral Assignment of Contract Rights,
Landlord  Lien  Waivers,  Loan  Commitment  and  all  of  the  other  documents,
agreement,  certificates,  schedules,  notes,  statements and opinions,  however
described,  referenced  herein or executed or  delivered  pursuant  hereto or in
connection  with or arising with the Loan or the  transactions  contemplated  by
this Agreement.

     (l) "Loans from  Stockholders"  shall mean all loans or other advances made
to the Company from one or more Stockholder from time to time.

     (m) "Loan to  Stockholders"  shall mean all loans or other advances made by
the Company to one or more Stockholders from time to time.

     (n) "Note" shall mean the Company's Promissory Note or Notes evidencing the
Loan substantially in the form of Exhibit "A" attached hereto.

     (o) "Obligations"  shall mean,  individually and collectively,  the payment
and  performance of duties,  obligations  and  liabilities of the Company to the
Bank as described in or required by the Loan Documents.

     (p) "Person" shall mean any individual, joint venturer,  partnership, firm,
corporation,  trust, unincorporated organization or other organizational entity,
or a governmental  body or any department or agency  thereof,  and shall include
both the singular and the plural.

     (q) "Prime  Rate" shall mean the "annual  interest  rate  announced  by Sun
Bank,  Inc.,  from time to time as the Prime Rate (which interest rate is only a
benchmark,  is purely  discretionary  and is not  necessarily the best or lowest
rate charged borrowing  customers of any subsidiary bank of Sun Banks Inc.). Any
such change in the Prime Rate will increase or decrease the periodic  payments."
NOTE:  Any change in the Prime Rate shall be effective  at the  beginning of the
business day on which such change is announced.

     (r) "Principal  Place of Business" shall mean the offices of the Company at
which its records are kept at 1280 Clearmont  Street,  N.E.,  Palm Bay,  Florida
32905.

     (s) "Total  Liabilities" shall mean the aggregate amount of all liabilities
of the Company and its  subsidiaries  on a  consolidated  basis as determined by
GAAP.

     (t) "Tangible  Net Worth" shall mean the excess of (a) the tangible  assets
of the Company on a  consolidated  basis which,  in  accordance  with GAAP,  are
tangible  assets,  after  deducting  adequate  reserves in each case  where,  in
accordance with GAAP, a reserve is proper,  over (b) all liabilities,  excluding
minority  interest,  provided,  however,  that (i) inventory shall be taken into
account on the basis of the cost or current  market  value,  whichever is lower,
(ii) in no event  shall  there be  included  as such  tangible  assets  patents,
trademarks,  tradenames, copyrights, licenses, goodwill or treasury stock or any
securities or liabilities of the Company unless the same are readily  marketable
in the United States of America, and are entitled to be used as a credit against
federal  income tax  liabilities,  (iii)  securities  included as such  tangible
assets  shall be taken  into  account  at their  current  market  price or cost,
whichever is lower,  and (iv) any write-up in the book value of any assets shall
not be taken into account.

     (u) "Year" shall mean the calendar year from January  through  December 31,
inclusive.

     (v)  "Current  Maturities  of Long Term Debt"  shall  mean that  portion of
installment  or term debt that must be paid  within  twelve (12) months from the
balance sheet date. The  obligation  shall be shown  separately  from Bank notes
payable in accordance with GAAP.

     (w)  "Amortization"  shall mean the process of charging  off an  intangible
over a period of years according to GAAP.

     (x) "Commitment"  shall mean the Bank's  commitment  letter dated August 6,
l990 and further  amended August l0, l990, a copy of which is attached hereto as
Exhibit "B" and by reference made a part hereof.

     Section l.02.  Accounting  Terms. All accounting terms used herein shall be
construed in accordance with GAAP consistently applied.


                                   ARTICLE TWO
                          AMOUNT AND TERMS OF THE LOAN

     Section 2.0l.  The Loan.  The Bank agrees to lend or make  available to the
Company, the following credit facilities:

     (a) A Revolving  Loan in the  aggregate  principal  amount of  $1,000,00.00
(Loan  "A").  The  purpose of this Loan is to make  available  to the Company an
operating line.

     (b) A further Revolving Line of Credit in the aggregate principal amount of
$500,000.00  (Loan  "B").  The purpose of Loan "B" is to make  available  to the
Company,  the sum of $500,000.00 as working  capital for the Company's  contract
with the  Egyptian  Government.  Prior to the  funding of any monies  under this
Revolving Line of Credit, the Bank shall receive for its review and approval,  a
fully executed  contract between the Company and the Egyptian  Government or the
appropriate  U.S. Agency acting on their behalf,  which contract shall provide a
statement  of work and shall be  assignable  as  collateral  as provided  for in
Section 6.02 of this Agreement.

     Section  2.02.  Interest on The Note.  The Loan shall be  evidenced  by the
Notes attached  hereto as Exhibit "A" and shall be due and payable in accordance
with and as  required  by the  terms and  conditions  contained  therein  and as
hereinafter  provided in Section 2.07. The Company shall not be liable under the
Notes except with respect to funds actually  advanced to the Company by the Bank
pursuant to the terms hereof.  The Note interest on the Notes evidencing each of
the credit facilities shall be paid as follows:

     (a) The note for Loan "A" in the amount of  $1,000,000  shall bear interest
from the date thereof on the unpaid principal  balance thereof from time to time
outstanding at a fluctuating  interest rate per annum equal to the lesser of (i)
the interest:  rate announced by Sun Bank,  Inc., from time to time as the Prime
Rate (as  herein  defined)  plus  .75%,  or (ii) the  maximum  rate of  interest
permitted by law. Each change in the  fluctuating  interest rate on the Note due
to a change in the Prime Rate shall be  effective  as of the opening of business
for the Bank on the date of such change in the Prime Rate.

     (b) The note for Loan "B" in the amount of $500,000.00  shall bear interest
from the date thereof on the unpaid principal  balance thereof from time to time
outstanding at a fluctuating  interest rate per annum equal to the lesser of (i)
the interest rate  announced by Sun Bank,  Inc.,  from time to time as the Prime
Rate  (as  herein  defined)  plus  .75% or (ii)  the  maximum  rate of  interest
permitted by law. Each change in the  fluctuating  interest rate on the Note due
to a change in the Prime Rate shall be  effective  as of the opening of business
for the Bank on the date of such change in the Prime Rate.

     Section 2.03.  Calculation  of Interest.  Interest due on the Loan shall be
calculated  on a 360 day  year.  The  interest  due on any date for  payment  of
interest  hereunder  shall be that interest to the extent accrued as of midnight
on the last  calendar  day  immediately  prior to that  interest  payment  date.
Notwithstanding anything herein or in any Loan Document to the contrary, the sum
of all interest and all other  amounts  deemed  interest  under Florida or other
applicable law which may be collected by the Bank hereunder shall not exceed the
maximum  lawful  interest rate permitted by such law from time to time. The Bank
and the Company intend and agree that under no circumstance shall the Company be
required to pay interest on the Loans or on any other  Obligations  at a rate in
excess of the maximum  interest rate  permitted by applicable law in effect from
time to time,  and in the event any such  interest is received or charged by the
Bank in excess of the rate, the Company shall be entitled to an immediate refund
of any such excess interest by a credit to and payment toward the unpaid balance
of the Loan (such credit to be  considered  to have been made at the time of the
payment of the excess  interest) with any excess  interest not so credited to be
immediately paid to the Company by the Bank.

     Section  2.04.  Payment  of  Note.  The  Company  shall  pay the  Notes  as
heretofore  described  with  interest  at the rate set forth in Section  2.02 as
follows:

     (a) Loan "A".  Interest  only  shall be payable  monthly  on the  principal
balance due and owing from time to time. The principal  balance shall be due and
payable  upon  demand and the Bank shall  conduct an annual  review on or before
June 30, 1991.  The  principal  balance shall be paid in full for a period of at
least thirty (30) days during the first twelve  months and for each twelve month
period  thereafter during which the credit continues to be made available by the
Bank to the  Company.  In the event that the amount  advanced by the Bank to the
Company from time to time,  exceeds  $750,000.00,  the Company shall  maintain a
borrowing formula wherein 70% of the current to 90 day account  receivable shall
have a value equal to or greater than  $750,000.00.  In the event that the value
of the  accounts  receivable  as  heretofore  determined,  becomes less than the
amount  advanced  by the Bank to the Company in excess of  $750,000.00,  then in
such event,  the Company  shall  immediately  forthwith  reduce the  outstanding
balance  of the line of credit to an amount  equal to the value of the  accounts
receivable  according to the borrowing formula.  The calculation of the accounts
receivable  in accordance  with the borrowing  formula will be based on the last
month's report of receivables as provided for in Section 4.0l (ii).

     (b) Loan "B".  Interest  only  shall be payable  monthly  on the  principal
balance due and owing from time to time. The principal  balance shall be due and
payable  upon  demand and the Bank shall  conduct an annual  review on or before
June 30, 1991.

     Section 2.05. Method of Prepayment.  The Company may at any time prepay all
or  any  part  of  the  principal  amount  of  the  Loans  Outstanding   without
premium or penalty.

     Section 2.06. Set-off. The Company hereby grants to the Bank a lien on, and
a security interest in, the deposit balances,  accounts,  items, certificates of
Deposit and monies of the Company in the  possession  of or on deposit  with the
Bank of any  Bank  Office  to  secure  and as  collateral  for the  payment  and
performance  of the  obligations  created by the Loans.  The Bank,  upon  giving
written notice, shall immediately  appropriate and set-off against and apply the
same to the Obligations when and as due and payable.

     Section 2.07.  Application of Payments. All payments made on the Note shall
be applied  first to  interest  accrued  to the date of payment  and next to the
unpaid principal  balance  provided,  however,  in the event an Event of Default
occurs,  payment  shall be  applied  first to any costs or  expenses,  including
reasonable  attorneys  fees,  that the Bank may incur in  exercising  its rights
under the Loan Documents, as the Bank may determine.


                                  ARTICLE THREE
                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants to the Bank that:

     Section 3.0l.  Organization,  Corporate  Powers,  etc. The Company (i) is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida,  (ii) has all requisite power and authority,  corporate
and otherwise to own its  properties  and assets and to carry on its business as
now  conducted  and  proposed to be  conducted,  (iii) is duly  qualified  to do
business and is in good standing in every jurisdiction in which the character of
its properties or assets owned or the nature of their activities conducted makes
such qualification  necessary  including the State of Florida,  and (iv) has the
corporate  power and  authority  to execute  and  deliver,  and to  perform  its
obligations under this Agreement, the Note, and the other Loan Documents.

     Section  3.02.  Authorization  of Loan,  etc. The  execution,  delivery and
performance of the Loan Documents by the Company, to the extent applicable,  (a)
have been duly  authorized by all  requisite  corporate  action (no  shareholder
action being required  pursuant to applicable  law) and (b) will not (i) violate
(A) any provision of law, any governmental rule or regulation,  any order of any
court or other agency of government or the Articles of  Incorporation or By-Laws
of the Company,  to the extent applicable or (B) any provision of any indenture,
agreement or other instrument to which the Company, to the extent applicable, is
a party or by which it or any of its properties or assets are bound,  (ii) be in
conflict with,  result in a breach of or constitute (with due notice or lapse of
time or both) a default under any such indenture, agreement or other instrument,
or (iii) result in the creation or imposition of any lien, charge or encumbrance
of any nature  whatsoever  upon any of the  properties  or assets of the Company
other than as permitted by the terms hereof.

     Section 3.03. Agreements.

     (a) The  Company  is not a party  to any  agreement,  indenture,  lease  or
instrument  or subject  to any  charter or other  corporate  restriction  or any
judgment,  order, writ,  injunction,  decree, rule or regulation  materially and
adversely affecting its business,  properties,  assets,  operations or condition
(financial or  otherwise).  There are no  unrealized  losses with respect to any
such agreement, indenture, lease or instrument.

     (b)  The  Company  is not in  default  in the  performance,  observance  or
fulfillment  of  any  of  the  material  obligations,  covenants  or  conditions
contained in any material agreement or instrument to which it is a party.

     (c) The Company enjoys peaceful and undisturbed  possession in all material
respects  under  all  leases as to which the  Company  is a lessee  and all such
leases are valid and subsisting and in full force and effect.

     Section 3.04.  Tax Returns and Payments.  All federal,  state and local tax
returns and reports of the Company required to be filed have been filed, and all
taxes,  assessments,  fees and other governmental  charges upon the Company,  or
upon any of its  properties,  assets,  incomes or franchises,  which are due and
payable in accordance with such returns and reports,  have been paid, other than
those  presently (a) payable  without  penalty or interest,  or (b) contested in
good faith and by appropriate and lawful proceedings prosecuted diligently.  The
aggregate amount of the taxes,  assessments,  charges and levies so contested is
not material to the condition  (financial or  otherwise)  and  operations of the
Company.  The  charges,  accruals,  and  reserves on the books of the Company in
respect of  federal,  state and local  taxes for all fiscal  periods to date are
adequate and the Company  knows of no other  unpaid  assessment  for  additional
federal,  state or  local  taxes  for any such  fiscal  period  or of any  basis
therefor. The Company has and will establish all necessary reserves and make all
payments  required  of it to be set  aside or made in  regard  to all  F.I.C.A.,
withholding,  sales or excise,  and all other similar  federal,  state and local
taxes.

     Section 3.05. Financial Conditions.

     (a) All balance sheets,  statements of profit and loss, and other financial
data that have been given to the Bank with respect to the Company:

          (i) are complete and correct in all material respects;

          (ii) accurately present the financial condition of the Company and the
     results of their  operation  as of the dates and for the  periods for which
     the same have been furnished;

          (iii)  have  been  prepared  in  accordance  with  generally  accepted
     accounting principles  consistently followed throughout the periods covered
     thereby: and

          (iv) disclose all known liabilities, direct or contingent, as of their
     respective dates.

     (b)  There  have  been no  adverse  changes  in the  business,  properties,
condition  (financial or otherwise,  of Company, or any other party obligated to
Bank under the Loan  Documents) and there has been no change in the structure or
ownership  of  said  parties.  The  financial  statements  submitted  to Bank in
connection  with the Loan were true and  correct as the date of  submission  and
remain true and correct as of the date hereof.

     (c)  There  are no  judgments,  decrees,  actions,  suits  or  proceedings,
including  without  limitation,  bankruptcy  proceedings,  pending or threatened
against or affecting the Company, or the property,  before any Court, Arbitrator
or Governmental  Department or agency which may result in any materially adverse
change in the financial  condition of the Company,  or any other party obligated
to the Bank under the Loan  Documents or which would  materially  and  adversely
affect the collateral or this loan transaction.

     Section  3.06.   Commitment   Letter.  The  Company  further  warrants  and
represents that it has complied with each of the terms of the Bank's  Commitment
and that there exists no condition or outstanding  requirement of the commitment
letter which has not been  fulfilled in its entirety as an integral part of this
loan.


                                  ARTICLE FOUR
                            COVENANTS OF THE COMPANY

         Section 4.0l. Affirmative Covenants. The Company covenants, for so long
as any of the principal  amount of or interest on the Notes is  outstanding  and
unpaid or any duty or  obligation  of the Company  hereunder or under any of the
other Obligations remains unpaid or unperformed, as follows:

     (a) Accounting:  Financial Statements; Etc. The Company will deliver to the
Bank copies of each of the following:

          (i) The Company will submit  year-end  unqualified  audited  financial
     statements prepared by a CPA acceptable to the Bank for the Company, within
     ninety (90) days of the end of the Company's fiscal year unless extended in
     writing by the Bank.

          (ii) The  Company  shall  submit to the Bank on or before  the 15th of
     each month,  (except for the fiscal year end report which shall be provided
     within  twenty-five  (25) days  following  the end of the fiscal  year) the
     prior  month's  balance  sheet,   income  statement,   report  of  accounts
     receivable  aging and accounts  payable aging,  contract  status,  proposal
     status,  backlog and orders secured, as well as other relevant  information
     concerning the business activity and financial  condition of the Company. A
     certificate  will be  furnished  with  each  monthly  report  signed by the
     President or the Executive  Vice President of the Company  certifying  that
     the foregoing  information  is true and correct and that all  conditions of
     this Loan  Agreement are being complied with or if not, what the exceptions
     are.

          (iii) With reasonable  promptness,  such other data and information as
     from time to time may be  reasonably  required by the Bank in regard to the
     Company.

     All  financial  statements  shall be in form and  substance  as  reasonably
requested by the Bank.

     (b)  Inspection.  The Company will permit the Bank to visit and inspect any
of the properties and Places of Business of the Company,  including its or their
respective  books and records (and to make extracts  therefrom),  and to discuss
their respective affairs,  finances and accounts with their respective officers,
all at such  reasonable  times  and as  often  as may  reasonably  be  requested
provided that the Bank shall not be permitted to inspect secured,  restricted or
otherwise  classified areas,  without the express permission of the Company. The
Company shall keep all books and records in an unclassified or unrestricted area
of the Company's  property,  so that such books and records shall, at all times,
be available for inspection by the Bank as herein provided.

     (c) Maintenance of Corporate  Existence:  Compliance With Laws. The Company
shall at all times  preserve  and maintain in full force and effect is corporate
existence,  powers, rights, licenses, permits and franchises in the jurisdiction
of its incorporation; continue to conduct and operate its business substantially
as conducted and operated  during the present and  preceding  fiscal year of the
Company;  operate  in  full  compliance  with  all  applicable  laws,  statutes,
regulations,  certificates  of authority and orders in respect of the conduct of
its business;  and qualify and remain qualified as a foreign corporation in each
jurisdiction in which such  qualification is necessary or appropriate in view of
its business and operations.

     (d) Notice of Default.  The Company  shall  immediately  notify the Bank in
writing upon the happening,  occurrence or existence of any Event of Default, or
any event or  condition  which with the passage of time or giving of notice,  or
both, would constitute an Event of Default, and shall provide the Bank with such
written notice, a detailed statement by a responsible  officer of the Company of
all  relevant  facts and the action  being  taken or proposed to be taken by the
Company with respect thereto.

     (e) Notice of Suit, Proceedings, Adverse Change. The Company shall promptly
give the Bank notice in writing (a) of all known threatened or actual actions or
suits (at law or in equity) and of all  threatened or actual  investigations  or
proceedings by or before any court,  arbitrator or any governmental  department,
commission,  board, bureau, agency or other  instrumentality,  state, federal or
foreign,  affecting the Company,  the rights or other properties of the Company,
(i) which involves potential  liability of the Company in an amount in excess of
$500,000.00  or (ii) which the  President  or  Executive  Vice-President  of the
Company  believe in good faith is likely to materially and adversely  affect the
financial  condition  of the  Company  or to impair  the right or ability of the
Company to carry on its businesses as now conducted or to pay the Obligations or
perform the duties under the Loan Documents and which the Company has knowledge;
(b) or any material adverse change in the condition  (financial or otherwise) of
the Company;  and (c) of any seizure or levy upon any part of the  properties of
the Company under any process or by a receiver.

     (f) Checking Accounts.  The Company shall maintain all depository  accounts
with the Bank or at a Bank Office,  or any other banking  affiliate of Sun Bank,
N.A., except for those non-primary  accounts  maintained outside of the State of
Florida.

     (g) Insurance.  The Company shall procure and maintain and comply with such
insurance  and  policies  of  insurance  (including  without  limitation  public
liability  and product  and  manufacturer's  liability  insurance  with  minimum
coverage of $1,000,000.00) as may be required by law and such other insurance as
is customarily  maintained by companies similarly  situated,  or as the Bank may
from time to time  reasonably  request and which are  customarily  required  for
commercial enterprises of the kind and nature similar to that of the Company. In
particular,  the following insurance policies will be obtained and maintained in
full force and effect throughout the term of this Agreement.

     (i) As a requirement  of the loan  commitment and pursuant to the terms and
conditions of this Loan Agreement,  the Company shall maintain in full force and
effect,  during the term of this Loan,  life insurance  policies on the lives of
the following persons in the amounts as indicated: indicated:

     John A. Blohm                                $500,000.00
     James C. Schaffer                            $500,000.00

The Company shall be designated as the irrevocable  beneficiary  thereof as
long as there  remains an  outstanding  balance on the loans or an obligation on
the part of the Bank to fund the loans.

     (ii)  Appropriate  hazard  insurance and flood  insurance,  if  applicable,
covering all real property,  inventory, and equipment of the Company in the face
amount of not less than  $1,000,000.00.  The Company  shall  furnish to the Bank
certificates  reflecting  said  insurance.  The Bank agrees that the Company may
negotiate  the  settlement  of any claims  for  damages  less than  $100,000.00,
provided that the proceeds  realized from the settlement of such claims are used
to replace or refurbish  equipment,  inventory or property  damaged and which is
the subject matter of the claim of loss. In the event that the claim for damages
exceeds  $100,000.00,  the Bank, in its sole discretion,  may elect to apply the
insurance   proceeds  towards  the  reduction  of  the  principal  and  interest
obligations of the loans.

     (iii) The Company  shall  designate  as  additional  loss payee the Bank as
follows: Sun Bank, National Association, its successors and assigns, Post Office
Box 1630, Melbourne, Florida 32902-1630 Attention: Commercial Loans.

     (h) Debts,  Taxes and Liabilities.  The Company shall pay and discharge (i)
all of its  indebtedness  and  obligations  in  accordance  with their terms and
before  they  shall  become  in  default,   (ii)  all  taxes,   assessments  and
governmental charges or levies imposed upon it or upon its income and profits or
against its properties, prior to the date on which penalties attach thereto, and
(iii) all lawful claims which, if unpaid, might become a lien or charge upon any
of its properties;  provided, however, that the Company shall not be required to
pay any such indebtedness,  obligation,  tax, assessment,  charge, levy or claim
which is being  contested in good faith by  appropriate  and lawful  proceedings
diligently  pursued and for which  adequate  reserves have been set aside on its
books.  The Company  shall also set aside  and/or pay as and when due all monies
required to be set aside and/or paid by any federal,  state or local  statute or
agency in  regard to  F.I.C.A.,  withholding,  sales or excise or other  similar
taxes.

     (i) Notification of Change of Name or Business Location.  The Company shall
notify the Bank of each  change in the name of the Company and of each change of
the  location  of the  Principal  Place of  Business  and any Places of Business
provided,  however,  the  Principal  Place of Business may not be kept out of or
removed from Brevard  County,  Florida  without the prior written consent of the
Bank.

     (j) Minimum  Financial  Criteria.  The Company shall maintain the following
minimum financial criteria:

     (i) Current Ratio.  For the Company,  it shall  maintain a minimum  current
ratio of 1.50:1.  Current  ratio shall be defined as Current  Assets  divided by
Current Liabilities.

     (ii)  Minimum   Working   Capital.   The  minimum   working  capital  shall
$700,000.00.    Working   Capital   shall   be   defined   as   Current   Assets
minus Current Liabilities.

     (iii)  Minimum  Tangible  Net Worth.  Minimum  Tangible  Net Worth shall be
$1,250,000.00.

     (iv) Minimum  Interest  Coverage  Ratio. At all times that the average loan
outstandings  exceed  $750,000.00,  the minimum interest coverage ratio shall be
not less than 1.50:1.  In the event the outstandings are less than  $750,000.00,
the minimum  interest  coverage ratio shall be not less than 2.00:1.  This ratio
shall be monitored on a year to date fiscal quarter basis.

     (k) Maximum  Financial  Criteria.  The Company shall maintain the following
maximum financial criteria:

     (i)  Maximum  Debt to Net  Worth  Ratio.  At all  such  times  as  combined
principal balance outstanding on Loan "A" and Loan "B" exceeds $750,000.00,  the
maximum Debt to Net Worth Ratio shall be 1.70:1.  In the event that the combined
outstanding principal balance of Loan "A" and Loan "B" is less than $750,000.00,
then the maximum Debt to Net Worth Ratio shall be maintained at 1.45:1.

     Section 4.02. Negative Covenants. The Company covenants, for so long as any
of the principal amount of or interest on the Notes is outstanding and unpaid or
any Obligations remain unpaid or unperformed, as follows:

     (a) Sale of Assets. The Company will not sell, lease,  assign,  transfer or
otherwise  pledge or encumber or dispose of any assets,  other than as worn out,
obsolete,  traded in on new  equipment,  or in the  normal  course  of  business
without the express written consent of the Bank.

     (b) Change in Ownership of Principal  Stockholders.  The Company shall make
no change in the  position of John Blohm as President  and James C.  Schaffer as
Executive  Vice-President  and  officers of the Company or in the  ownership  of
stock by the foregoing  officers  without the prior written consent of the Bank.
In the event that the  aforesaid  President or Executive  Vice-President  resign
from the Company without the prior written consent of the Bank, such resignation
shall constitute a default under the terms and conditions of the Loan Documents.

     (c) Merger or Consolidation. The Company will not consolidate with or merge
into any other corporation,  or permit another  corporation to merge into it, or
acquire  in a  transaction  analogous  in  purpose  or  effect  to a  merger  or
consolidation  all or  substantially  all the  properties or assets of any other
entity without the Bank's prior written  consent which shall not be unreasonably
withheld.

     (d)  Additional   Indebtedness.   The  Company  shall  not  incur  any  new
obligations  except  for  trade  accounts  payable  in the  ordinary  course  of
business,  capital  leases  in  excess of  $20,000.00  (cumulative  on an annual
basis),  and taxes without the prior  written  consent of the Bank. In the event
stockholder  loans  to  the  Company  are  made,  such  indebtedness   shall  be
subordinated, in writing, to the Company's indebtedness to the Bank.

     (e)  Hypothecation.  The Company will not, without the Bank's prior written
consent, voluntarily or involuntarily hypothecate,  mortgage, pledge, or subject
to a lien,  security  interest or other encumbrance of any nature whatsoever any
of its real or personal property now owned or hereafter acquired.

     (f) Other  Agreements.  The Company  will not enter into any  arrangements,
contractual or otherwise,  which would  materially  and adversely  affect its or
their  duties or the  rights of the Bank  under the Loan  Documents  or which is
inconsistent with or limits or abrogates the Loan Documents.

     (g) Fiscal  Year.  The Company  will not change its fiscal year from a year
ending March 31 without reasonable notice to the Bank. 

     (h) Loans to Stockholders. The Company shall make no loans to the principal
stockholders without the prior written consent of the Bank.


                                  ARTICLE FIVE
                              CONDITIONS OF LENDING

     The  obligations of the Bank to lend hereunder and advance any monies under
the  Note and to make any  Advance  under  Section  2.03  from  time to time are
subject to the following conditions precedent:

     Section 5.01.  Representations  and  Warranties.  The  representations  and
warranties set forth in the Loan Documents are true and correct on and as of the
date hereof, and on the date of each Advance hereunder.

     Section  5.02.  No  Default.  On the  date  hereof  and on the date of each
Advance,  the Company shall be in compliance  with all the terms and  provisions
set  forth  in the  Loan  Documents  on its or  their  part  to be  observed  or
performed,  and no Event of Default nor any event that,  upon notice or lapse of
time or both would constitute such an Event of Default,  shall have occurred and
be continuing at such time.

     Section 5.03. Officer's Certificate.  Substantially simultaneously with the
execution hereof, and with the submission of each financial  statement hereunder
and on such other dates as the Bank may request,  the Company  shall  deliver to
the Bank a certificate,  dated as of the date given, and signed by a responsible
officer of the Company, confirming compliance with all of the conditions of this
Agreement by the Company.

     Section 5.04. Loan Documents. The Company shall have delivered or caused to
be  delivered  to the  Bank  all  the  Loan  Documents,  in form  and  substance
satisfactory  to the Bank, as the Bank may request and all of the Loan Documents
are in full force and effect.

     Section 5.05.  Supporting  Documents.  On or prior to the date hereof,  the
Bank shall have received the following supporting documents,  all of which shall
be satisfactory in form and substance to the Bank:

     (a) A certificate or certificates,  dated as of the date hereof, of (i) the
Secretary or any Assistant Secretary of the Company certifying (A) that attached
thereto is a true and correct copy of certain  resolutions  adopted by the Board
of Directors of the Company authorizing the execution,  delivery and performance
of the Loan Documents and the  performance of the Company's  obligations and the
borrowings thereunder, which resolutions have not been altered or amended in any
respect,  and remain in full force and effect at all times since their adoption:
(B) that  attached  thereto is a true and  correct  copy of the  Certificate  of
Incorporation of the Company,  that such  Certificate of  Incorporation  has not
been altered or amended,  and no other charter documents have been filed,  since
the date of the filing of the last amendment  thereto or other charter  document
as  indicated  on the  certificate  of the  Secretary  of State of the  State of
Florida attached thereto;  and (C) the incumbency and signatures of the officers
of the Company signing the Loan Documents and any report, certificate, letter or
other instrument or document  furnished by the Company in connection  therewith,
and (ii) another authorized officer of the Company certifying the incumbency and
signature of the Secretary or Assistant Secretary of the Company;

     (b) A  certificate  of the Florida  Secretary of State dated as of a recent
date, as to the good standing of the Company;

     (c) A copy of the  corporate  By-Laws  certified by the Secretary as a true
and correct copy;

     (d)  Such  additional  supporting  or  similar  documents  as the  Bank may
reasonably request in regard to the Company.


                                   ARTICLE SIX
                                   COLLATERAL

     Section  6.01.  Security  Agreement.  The Company  has  executed a Security
Agreement and UCC-1 Financing  Statements for the purpose of pledging all of its
accounts,  contract  rights,  inventory and equipment to secure the repayment of
the indebtedness represented by Notes "A" and "B". The company agrees to execute
any and all further documents  necessary to properly perfect the Bank's security
interest therein.

     Section 6.02.  Collateral  Assignment.  The company has further  executed a
collateral  assignment  of  contract  rights  and  proceeds  arising  out of the
contract between the Company and the Egyptian Government.  A Summary of which is
attached hereto as Exhibit "C".

     Section 6.03. Cross Collateral.  The collateral is also pledged as security
for all other liabilities (primary,  secondary,  direct, contingent, sole, joint
or several), due to become due or which may hereafter be contracted or acquired,
of the Company,  to the Bank.  Further,  any other  collateral,  whether real or
personal,  held by the Bank on any  liability due or to become due, or which may
hereafter  be  contracted,  or  acquired  with or from the  Company  shall  also
constitute additional collateral to further secure the Note.


                                  ARTICLE SEVEN
                                EVENTS OF DEFAULT

     Section 7.01.  Events of Default.  The following each and all are Events of
Default hereunder:

     (a) Monetary  Default.  If the Company  shall default in any payment of the
principal  or  interest  on the Loan when and as the same  shall  become due and
payable,  whether at maturity,  by acceleration at the discretion of the Bank or
otherwise; or

     (b) Non-Monetary  Default.  If the Company shall default in the performance
of or  compliance  with any term or  covenant  contained  in the Loan  Documents
(other  than a term or  covenant  a  default  in the  performance  of  which  or
non-compliance with which is elsewhere specifically dealt with) which default or
non-compliance  shall  continue  and not be cured  within  thirty  (30)  days of
written notice thereof to the Company by the Bank; or

     (c) False  Misrepresentation.  If any  representation  or warranty  made in
writing by or on behalf of the Company or in any other Loan Document shall prove
to have been knowingly false or incorrect in any material respect on the date as
of which made or reaffirmed; or

     (d) Bankruptcy.  If the Company shall make an assignment for the benefit of
creditors, file a petition in bankruptcy,  petition or apply to any tribunal for
the  appointment  of a  custodial  receiver  or  trustee  for  any of  them or a
substantial  part of their assets,  or shall commence any  proceeding  under any
bankruptcy  reorganization,  arrangement,  readjustment of debt,  dissolution or
liquidation  law or statute of any  jurisdiction,  whether now or  hereafter  in
effect,  or if there shall have been filed any such petition or application,  or
any such proceeding  shall have been commenced  against any of them, in which an
order for relief is entered or which remains  undismissed for a period of thirty
days (30) days or more; or

     (e)  Litigation  against the  Company.  Any suit shall be filed which could
reasonably  be  expected to  substantially  impair the ability of the Company to
perform the obligations under and by virtue of the loan documents.

     Section 7.02.  Failure to disprove default.  Should Bank reasonably suspect
the  occurrence  of one or more  of the  aforesaid  Events  of  Default  and the
Company,  upon request of the Bank,  shall fail to provide  evidence  reasonably
satisfactory  to Bank that such  Event or Events of Default  have not,  in fact,
occurred, then such Event shall be deemed to have occurred.

     Section 7.03. Cross Defaults. A default under any Loan Document,  including
a default  under this  Agreement,  shall be and  constitute a default  under all
outstanding  loans to the Company by the Bank, and further,  a default under any
of the  outstanding  loans to the Company by the Bank shall be and  constitute a
default  under this  Agreement and each and all of the Loan  Documents,  subject
however to the thirty  (30) days  notice and right to cure  non-compliance  with
respect to non-monetary defaults as delineated in Section 7.01(b), above.


                                  ARTICLE EIGHT
                               RIGHTS UPON DEFAULT

     Upon the  occurrence  of any Event of Default,  the Bank shall have and may
exercise any or all of the rights set forth herein provided,  however,  the Bank
shall be under no duty or obligation to do so:

     Section 8.01.  Acceleration.  To declare the indebtedness  evidenced by the
Note and all other  Obligations  to be forthwith due and payable,  whereupon the
Note and all other Obligations  shall become forthwith due and payable,  both as
to principal and interest,  without  presentment,  demand,  protest or any other
notice or grace period of any kind,  all of which are hereby  expressly  waived,
anything  contained  herein or in the Notes or in such other  Obligations to the
contrary notwithstanding.

     Section 8.02. Right of Setoff. To exercise its right of setoff as permitted
under Section 2.06.

     Section 8.03.  Application of Proceeds. Any and all proceeds resulting from
the exercise of any and all of the foregoing remedies shall be applied (i) first
to the cost and expenses,  including  reasonable  attorneys fees incurred by the
Bank in  connection  with the  exercise of its  remedies;  (ii)  second,  to the
expenses of curing the  default  that has  occurred,  in the event that the Bank
elects,  in its sole  discretion  (and without  obligation to do so) to cure the
default that has occurred;  (iii) third, to the  satisfaction of the obligations
of the Company to the Bank,  including without  limitations,  the payment of the
principal of, and interest on the  indebtedness  evidenced by the Notes,  in any
order selected by Bank; and (iv) fourth,  the remainder,  if any, to the Company
or any other person lawfully entitled thereto.


                                  ARTICLE NINE
                                  MISCELLANEOUS

     Section 9.01. No Waiver,  Cumulative  Remedies.  No failure or delay on the
part of the Bank in exercising any right,  power or remedy  hereunder,  or under
the Note or the other Loan  Documents  shall  operate as a waiver  thereof,  nor
shall any single or partial exercise of any such right, power or remedy preclude
any other or further exercise thereof or the exercise of any other right,  power
or remedy hereunder or thereunder.  The remedies herein and therein provided are
cumulative and not exclusive of any remedies provided by law or in equity.

     Section 9.02. Amendments, Etc. No amendment,  modification,  termination or
waiver of any provision of this Agreement, the Note or the other Loan Documents,
nor consent to any  departure  by the company  therefrom,  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 9.03. Addresses for Notices,  Etc. All notices,  requests,  demands
and other  communications  provided for hereunder shall be in writing (including
telex or telegraphic  communications) and shall be deemed to have been given (i)
in the case of delivery,  when addressed to the other party and delivered to the
address  set forth  below,  (ii) in the case of  mailing,  three days after said
notice  has been  deposited,  postage  prepaid,  in the United  States  Mails by
certified or registered mail, return receipt  requested,  and (iii) in all other
cases when  received by the party.  The address to which  matters may be sent or
delivered to each party are as follows:

     If to the Company:                      Computer Science Innovations, Inc
                                             1280 Clearmont Street, N.E.
                                             Palm Bay, FL 32905
                                             Attn: John Blohm

     If the Bank:                            Sun Bank, National Association
                                             Post Office Box 1630
                                             Melbourne, Florida 32901
                                             Attn: Commercial Loan 
                                                   Department Manager

     With a Copy to:                         Bruce Mitchell, Esq.
                                             Reinman, Harrell, Graham, et al.
                                             1825 S. Riverside Drive
                                             Melbourne, FL 32901

     Each  party may  change  the  address  to which  matters  are to be sent or
delivered  as set forth  above by giving  written  notice of such  change in the
manner set forth above.

     Section  9.04.  Applicable  Law.  This  Agreement,  and  each  of the  Loan
Documents and transactions  contemplated herein (unless specifically  stipulated
to the  contrary  in such  document)  shall be governed  by and  interpreted  in
accordance with the laws of the State of Florida.

     Section   9.05.   Survival   of   Representations   and   Warranties.   All
representations,  warranties,  covenants and agreements contained herein or made
in writing by the Company in connection herewith shall survive the execution and
delivery of this  Agreement,  the Note and the other Loan  Documents and be true
and correct during the term of the Loan.

     Section  9.06.  Time  of the  Essence.  Time  is of  the  essence  of  this
Agreement, the Note and the other Loan Documents.

     Section 9.07.  Headings.  The headings in this Agreement are intended to be
for  convenience  of  reference  only,  and shall not define or limit the scope,
extent or intent or otherwise affect the meaning of any portion hereof.

     Section  9.08.  Severability.  In case  any  one or more of the  provisions
contained in this Agreement,  the Note or the other Loan Documents shall for any
reason be held to be invalid,  illegal or unenforceable in any respect, the same
shall not affect any other  provision of this  Agreement,  the Note or the other
Loan Documents,  but this Agreement, the Note and the other Loan Documents shall
be construed as if such invalid or illegal or unenforceable  provision had never
been contained therein.

     Section 9.09. Counterparts. This Agreement may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument  and any of the parties  hereto may execute this Agreement by signing
any such counterpart.

     Section 9.10. Conflict.  In the event any conflict arises between the terms
of this  Agreement and the terms of any other Loan Document  including the Note,
the Bank shall have the option of selecting  which  conditions  shall govern the
loan  relationship  evidenced  by this  Agreement  and,  if the Bank does not so
indicate,  the terms of this  Agreement  shall  govern in all  instances of such
conflict.

     Section 9.11.  Term. The term of this Agreement shall be for such period of
time  until the Loan and Note  have been  repaid  in full,  the  Company  has no
further right to request any Advance on the Loan and all  Obligations  have been
paid to the Bank in full.

     Section 9.12. No Third Party Beneficiary.  This Agreement is solely between
the parties  hereto and no person not a party to this  Agreement  shall have any
rights or privileges hereunder either as a third party beneficiary or otherwise.

     Section 9.13. No Partnership  or Joint Venture.  Nothing herein or the acts
of the  parties  hereto  shall be  construed  to create a  partnership  or joint
venture  between the Company and the Bank,  nor to create any  obligation on the
part of the Bank as to the Company.

     Section 9.14. Successors and Assigns Included in Partner.  Whenever in this
Agreement  one of the  parties  hereto  is  named  or  referred  to,  the  legal
representative,  successors,  successors  in title and  assigns of such  parties
shall be included,  and all covenants and agreements contained in this Agreement
by and on behalf of the  company  or by and on behalf of the Bank shall bind and
inure to the  benefit of their  respective  legal  representatives,  successors,
successors in title, and assigns, whether so expressed or not.

     Section  9.15.  Assignment.  The Notes,  this  Agreement and the other Loan
Documents may be endorsed,  assigned  and/or  transferred in whole or in part by
the Bank and any such  holder  and  assignee  of same  shall  succeed  to and be
possessed  of the  rights  of the  Bank  under  all of the  same  to the  extent
transferred and assigned.  Bank may grant  participation  in all or a portion of
its  interest  in the loan.  Company  shall not assign  any of their  rights nor
delegate any of their duties  hereunder or under any of the other Loan Documents
without the prior express written consent of the Bank.

     Section 9.16.  Costs and Attorney Fees. If an Event of Default occurs under
Agreement or a default  occurs under other Loan  Document,  then, in that event,
the Company  agrees to promptly  pay to the Bank,  upon  demand  therefore,  all
costs, expenses and attorneys fees incurred or paid by the Bank in enforcing its
rights  under  this  Agreement  or any Loan  Document.  As used  herein,  costs,
expenses and attorneys fees include costs, expenses and attorney's fees incurred
or paid by the Bank in regard to any appellate proceedings.

     Section 9.17. Entire  Assignment.  Except as otherwise  expressly  provided
herein,  this Agreement and the other Loan Documents embody the entire agreement
and understanding  between the parties hereto and supersede all prior agreements
and understandings relating to the subject matter hereof.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed,  sealed and  delivered,  as  applicable,  by their duly  authorized
officers on the day and year first above written.


Signed, sealed and delivered in the      SUN BANK, NATIONAL ASSOCIATION
presence of:


___________________________________      By: ___________________________________
                                             

                                                           
____________________________________     Attest:________________________________
(As to Bank)
                                         COMPUTER SCIENCE INNOVATIONS, INC.,
                                         a Florida Corporation


_____________________________________    By: /s/ John Blohm
                                             -----------------------------------
                                             John A. Blohm, President


_____________________________________    By: /s/ James Schaffer
(As to Company)                              -----------------------------------
                                             James C. Schaffer
                                             Executive Vice President


Sun Bank [logo]
                                PROMISSORY NOTE
$1,000,000.00                                                   January ___1991

         The  undersigned  (whether  one or more  hereinafter  called  "Maker"),
jointly  and  severally,  promise(s)  to pay to the order of Sun Bank,  National
Association  (herein called "Bank") at its offices located at Melbourne Florida,
ONE MILLION and 00/100 DOLLARS ($1,000,000.00),  together with interest from the
date  hereof  at the  rate  hereinafter  provided,  and  applicable  fees in the
following manner:
REPAYMENT SCHEDULE:
|---|  Single Payment       Principal Due in Full On:
                            Interest Payable:

|---|  Installment Payment  (Including interest): In __________  ______________
                                                       (No.)       (Period)

                            Installments of $_________ commencing on __________,
                            19__, and on the same day of each successive
                            ___________ thereafter, together with FINAL 
                            PAYMENT of $___________, due and payable on 
                            ______________, 19__.

|---|  Installment Payment  (plus interest): ___________  ____________________
                                                (No.)           (Period)

                            Principal   Installments   of   $___________,   plus
                            interest,  commencing on  ___________, 19__, and on
                            the   same  day  of  each   successive ___________
                            thereafter,   together   with  a  FINAL  PAYMENT  of
                            $___________,  plus accrued interest due and payable
                            on ______________, 19__.

|---|  Multiple Payment:    Principal and interest are payable as follows:
                            _____________________________________________
                            _____________________________________________

| X |  ON DEMAND            Principal  payable ON DEMAND with interest payable
                            monthly commencing on February 1, 1991 and each 
                            month thereafter.
                                     ------
THE  INTEREST  RATE IS AS FOLLOWS:  |---| If checked  here,  the  interest  rate
provided  herein  shall be  computed on the basis of a 360 day year and shall be
calculated for the actual number of days elapsed.
VARIABLE INTEREST RATE:
          |---|  Not Applicable
          | X |  Applicable,  provided  however that the  interest  rate charged
hereunder  shall never exceed the maximum rate  allowed,  from time to time,  by
law. If  applicable,  the interest rate stated herein shall,  from time to time,
automatically  increase or decrease so that at all times it shall be  equivalent
to (check appropriate box and complete):
| X |     .75% over the annual interest rate announced by Sun Banks,  Inc., from
          from time to time,  as the prime rate (which  interest  rate is only a
          bench mark, is purely discretionary and is not necessarily the best or
          lowest rate charged borrowing  customers of any subsidiary bank of Sun
          Banks,  Inc.). Any such change in prime rate will increase or decrease
          your  periodic  interest  payments.  Any change in prime rate shall be
          effective at the beginning of the business day on which such change is
          announced; or,
|---|  -----% over the ---------------------------------------------------------
--------------------------------------------------------------------------------
FIXED RATE          |---| Applicable at ___% per annum, simple interest.
LATE CHARGE FEE     | X | Not Applicable. 
SERVICE FEE         | X | If checked  here,  if a payment  is late,  you will be
                    charged 5% of the  payment.  A service  fee of the lesser of
                    $50.00 or 2 percent  of the  principal  amount of this loan,
                    which will not be refunded in the event of prepayment.

         In the  event any installment  of  principal  or  interest  or any part
thereof  is not  paid  when it  becomes  due,  or in the  event  of any  default
thereunder,  the  principal sum remaining  unpaid  hereunder,  together with all
accrued and past due interest  thereon,  shall  immediately  and without  notice
become due and payable at the election of the holder at any time thereafter.

         Notwithstanding any rate of interest provided herein, the interest rate
on any payment or payments of principal or interest, or any part thereof,  which
is not made when due shall,  thereafter,  be at the maximum rate  allowed,  from
time to time, by law.  Minimum  interest of $10.00 on any single payment loan or
$15.00 on any  installment loan will be charged on loans not exceeding  $50,000.

         This note is | x | SECURED |---|  UNSECURED  (Notwithstanding  the fact
that this note is marked  'unsecured',  Maker  understands  and agrees  that any
other  security  interest the Bank now holds or may  hereafter  acquire from the
Maker may secure this note).

         As security for the payment of this note Maker has pledged or deposited
with  Bank and  hereby  grants  to Bank a  security  interest  in the  following
property:  all accounts,  contract  rights,  inventory and equipment of Borrower
(including all cash,  stock and other  dividends and all rights to subscribe for
securities  incident to,  declared,  or granted in connection with such property
and  including any returned or unearned  premiums  from any  insurance  financed
hereunder),  which  property,  together  with all  additions  and  substitutions
hereafter  pledged  or  deposited  with  Bank  is  called  the  Collateral.  The
Collateral  is also  pledged as  security  for all other  liabilities  (primary,
secondary, direct, contingent, sole, joint, or several), due or to become due or
which may be hereafter  contracted or acquired,  of each Maker  (including  each
Maker and any other person) to Bank. The surrender of this note, upon payment or
otherwise,  shall not affect the right of Bank to retain the Collateral for such
other liabilities.

         Maker  understands  and  agrees  that  the  additional  agreements  and
provisions  on the  reverse  side  hereof,  hereby  incorporated  by  reference,
constitute  agreements of the Maker and a part of this note. Maker  acknowledges
receipt of a completed copy of this note.

         NOTICE TO COSIGNER:  You are being asked to guarantee this debt.  Think
carefully before you do. If the Borrower doesn't pay the debt, you will have to.
Be sure you can afford to pay if you have to,  and that you want to accept  this
responsibility.

         You may have to pay up to the full  amount of the debt if the  borrower
does not pay.  You may also have to pay late  fees or  collection  costs,  which
increase this amount.

         The Bank can collect this debt from you without first trying to collect
from the borrower, The Bank can use the same collection methods against you that
can be used against the borrower, such as suing you, garnishing your wages, etc.
If this  debt is ever in  default,  that fact may  become a part of your  credit
record.

         This notice is not the contract that makes you liable for the debt.


           COMPUTER SCIENCE INNOVATIONS, INC., a Florida Corporation.

Address: 1280 Clearmont St., N.E. By: /s/ John Blohm (Seal)      8 January 1991
         Palm Bay, FL 32905           ------------------------   --------------
                                      John A. Blohm, President   Date

                                  By: /s/ James C. Schaffer (Seal)8 January 1991
                                      ------------------------    --------------
                                      James C. Schaffer,          Date
                                      Exec. Vice-President

================================================================================

Sun Bank [logo]
                                PROMISSORY NOTE
$1,000,000.00                                                   January 8, 1991
-------------                                                   ---------------

         The  undersigned  (whether  one or more  hereinafter  called  "Maker"),
jointly  and  severally,  promise(s)  to pay to the order of Sun Bank,  National
Association  (herein called "Bank") at its offices located at Melbourne Florida,
ONE MILLION and 00/100 DOLLARS ($1,000,000.00),  together with interest from the
date  hereof  at the  rate  hereinafter  provided,  and  applicable  fees in the
following manner: 
REPAYMENT SCHEDULE:
|_|  Single Payment         Principal Due in Full On:  -------------------------
                            Interest Payable:  ---------------------------------

|_|  Installment Payment    (Including interest): In _________ ______________
                                                       (No.)      (Period)

                            Installments    of    $___________   commencing   on
                            ___________,  19__,  and on  the  same  day of  each
                            successive  ___________  thereafter,  together  with
                            FINAL  PAYMENT of  $___________,  due and payable on
                            ______________, 19__.

|_|  Installment Payment    (plus interest):   ___________   ___________________
                                                 (No.)          (Period)

                            Principal   installments   of   $___________,   plus
                            interest,  commencing on  ___________,  19__, and on
                            the   same  day  of  each   successive   ___________
                            thereafter,   together   with  a  FINAL  PAYMENT  of
                            $___________,  plus accrued interest due and payable
                            on ______________, 19__.

|_|  Multiple Payment       Principal and interest are payable as follows:
                            _____________________________________________
                            _____________________________________________
                            
|X|    ON DEMAND            Principal  payable ON DEMAND with interest payable
                            monthly commencing on February 1, 1991 and each 
                            month thereafter.
                            
          THE INTEREST  RATE IS AS FOLLOWS:  |_| If checked  here,  the interest
rate provided  herein shall be computed on the basis of a 360 day year and shall
be calculated for the actual number of days elapsed. VARIABLE INTEREST RATE:

         |_| Not Applicable |_| Applicable,  provided  however that the interest
rate charged hereunder shall never exceed the maximum rate allowed, from time to
time, by law.

|_|.75% over the annual interest rate announced by Sun Banks, Inc., from time to
time,  as the prime rate (which  interest  rate is only a bench mark,  is purely
discretionary  and is not necessarily the best or lowest rate charged  borrowing
customers of any subsidiary bank of Sun Banks,  Inc.).  Any such change in prime
rate will increase or decrease your periodic  interest  payments.  Any change in
prime rate shall be effective at the beginning of the business day on which such
change is announced; or,

|_| _____% over the
___________________________________________________________
---------------------------------------------------------------------------
FIXED RATE |_| Applicable at _% per annum, simple interest. Not Applicable. LATE
CHARGE FEE |_| If  checked  here,  if a payment is late,  you will be charged 5%
SERVICE FEE of the  payment.
|_| A service fee of the lesser of $50.00 or 2 percent of the  principal  amount
of this loan, which will not be refunded in the event of prepayment.

     In the event any installment  of principal or interest  or any part thereof
is not paid when it becomes due, or in the event of any default thereunder,  the
principal sum remaining unpaid hereunder, together with all accrued and past due
interest thereon, shall immediately and without notice become due and payable at
the election of the holder at any time thereafter.

     Notwithstanding  any rate of interest provided herein, the interest rate on
any payment or payments of principal or interest, or any part thereof,  which is
not made when due shall,  thereafter,  be at the maximum rate allowed, from time
to time, by law. Minimum interest of $10.00 on any single payment loan or $15.00
on any installment loan will be charged on loans not exceeding $50,000.

     This note is |X| SECURED |_| UNSECURED  (Notwithstanding the fact that this
note is marked 'unsecured', Maker understands and agrees that any other security
interest the Bank now holds or may  hereafter  acquire from the Maker may secure
this note).

     As security  for the  payment of this note Maker has  pledged or  deposited
with  Bank and  hereby  grants  to Bank a  security  interest  in the  following
property: all accounts, inventory and equipment of Borrower (including all cash,
stock and other  dividends and all rights to subscribe for  securities  incident
to,  declared,  or granted in  connection  with such  property and including any
returned or unearned  premiums from any  insurance  financed  hereunder),  which
property,  together with all additions and  substitutions  hereafter  pledged or
deposited with Bank is called the Collateral.  The Collateral is also pledged as
security for all other  liabilities  (primary,  secondary,  direct,  contingent,
sole,  joint,  or  several),  due or to  become  due or which  may be  hereafter
contracted  or  acquired,  of each  Maker  (including  each  Maker and any other
person) to Bank.  The surrender of this note,  upon payment or otherwise,  shall
not  affect  the  right  of  Bank  to  retain  the  Collateral  for  such  other
liabilities.  Maker  understands  and agrees that the additional  agreements and
provisions  on the  reverse  side  hereof,  hereby  incorporated  by  reference,
constitute  agreements of the Maker and a part of this note. Maker  acknowledges
receipt of a completed copy of this note.
--------------------------------------------------------------------------------
Notice to Cosigner:  You are being asked to guarantee this debt. Think carefully
before you do. If the Borrower  doesn't pay the debt,  you will have to. Be sure
you  can   afford  to  pay  if  you  have  to,  and  that  you  want  to  accept
responsibility.

     You may have to pay up to the full amount of the debt if the borrower  does
not pay. You may also have to pay late fees or collection costs,  which increase
this amount.

     The Bank can  collect  this debt from you without  first  trying to collect
from the borrower, The Bank can use the same collection methods against you that
can be used against the borrower, such as suing you, garnishing your wages, etc.
If this  debt is ever in  default,  that fact may  become a part of your  credit
record.

     This  notice  is not the  contract  that  makes  you  liable  for the debt.
-------------------------------------------------------------------------------
COMPUTER  SCIENCE  INNOVATIONS,  INC.,  a  Florida  Corporation.  Address:  1280
Clearmont  St.,  N.E. By: /s/ John Blohm  (Seal) 8 January  1991 Palm Beach,  FL
32905 ------------------ -------------- John A. Blohm, President Date

                     By:  /s/ James C. Schaffer (Seal)            8 January 1991
                          James C. Schaffer, Exec. Vice-President Date
======================== ============================ =========================



<PAGE>


         If the variable  interest  rate is not  applicable  and if this note is
payable on demand, Bank reserves, and is hereby granted the right, to adjust the
interest rate from time to time by furnishing  Maker with written notice of such
adjusted rate,  provided,  however,  that no such adjusted rate shall exceed the
maximum rate allowed, from time to time, by law.
         Additions  to,  reductions or exchanges  of, or  substitutions  for the
Collateral,  payments on account of this note or increases of the same, or other
loans made  partially or wholly upon the  Collateral,  may from time to time, be
made without affecting the provisions of this note.
         If Bank deems  itself  insecure,  or upon the  happening  of any of the
following  events,  each of which  shall  constitute  a default  hereunder,  all
liabilities of each Maker to Bank shall  thereupon or thereafter,  at the option
of the Bank,  without notice or demand,  become due and payable:  (a) failure of
any Obligor (which term shall mean and include each Maker, endorser,  surety and
guarantor  of this note) to perform any  agreement  hereunder,  to pay  interest
hereon  when  due or  requested  or  demanded  or to  pay  any  other  liability
whatsoever to Bank when due; (b) the death of any Obligor; (c) the filing of any
petition under the Bankruptcy Code or any similar  federal or state statute,  by
or against any Obligor;  (d) an application for the appointment of a receiver or
the  making of a general  assignment  for the  benefit of  creditors  by, or the
insolvency of any Obligor;  (e) the entry of a judgment against any Obligor; (f)
the issuing of any writ of attachment or writ of  garnishment,  or the filing of
any lien,  against the property of any Obligor;  (g) the taking of possession of
any  substantial  part of the  property  of any  Obligor at the  instance of any
governmental  authority;  (h)  the  dissolution,   merger,   consolidation,   or
reorganization of any Obligor;  (i) the assignment by any Maker of any equity in
any of the Collateral without the written consent of Bank.
         Bank is  hereby  given  a lien  upon  and a  security  interest  in all
property of each Maker now or at any time hereafter in the possession of Bank in
any capacity  whatsoever,  including  but not limited to any balance or share of
any deposit,  trust,  or agent account as security for the payment of this note,
and a similar lien upon and security interest in all such property of each Maker
as  security  for the  payment  of all other  liabilities  of each Maker to Bank
(including  liabilities of each Maker and any other person); and Bank shall have
the same rights as to such property as it has with respect to the Collateral.
         If Bank deems  itself  insecure or upon the  occurrence  of any default
hereunder  Bank shall have the  remedies  of a secured  party  under the Uniform
Commercial  Code and,  without  limiting the generality of the  foregoing,  Bank
shall have the right,  immediately  and without further action by it, to set off
against this note all money owed by Bank in any capacity to each or any Obligor,
whether or not due,  and also to set off against all other  liabilities  of each
Maker to Bank all money owed by Bank in any  capacity to each or any Maker;  and
Bank shall be deemed to have  exercised such right of set-off and to have made a
charge  against any such money  immediately  upon the occurrence of such default
even  though  such a charge is made or entered  on the books of Bank  subsequent
thereto. Unless the Collateral is perishable or threatens to decline speedily in
value or is of a type  customarily  sold on a recognized  market,  the Bank will
give Maker reasonable notice of the time and place of any public sale thereof or
of the time  after  which any  private  sale or any other  intended  disposition
thereof is to be made. The requirement of reasonable notice shall be met if such
notice is mailed, postage prepaid, to any Maker at the address given below or at
any other  address  shown on the records of the Bank,  at least five days before
the time of the sale or disposition.  Upon  disposition of any Collateral  after
the  occurrence of any default  hereunder,  Maker shall be and remain liable for
any deficiency;  and Bank shall account to Maker for any surplus, but Bank shall
have the right to apply all or any part of such  surplus (or to hold the same as
a reserve against) any and all other liability of each or any Maker to bank. The
Obligors, jointly and severally, promise and agree to pay all costs and expenses
of collection and  reasonable  attorneys'  fee,  including  costs,  expenses and
reasonable  attorneys'  fees on appeal,  if  collected by legal  proceedings  or
through an attorney at law.  Maker hereby waives any right to a trial by jury in
any civil action arising out of, or based upon, this note or the Collateral.
         Bank shall exercise  reasonable care in the custody and preservation of
the Collateral to the extent required by applicable  statute and shall be deemed
to have  exercised  reasonable  care if it takes such action for that purpose as
Maker shall  reasonably  request in  writing,  but no omission to do any act not
requested by Maker shall be deemed a failure to exercise reasonable care, and no
omission to comply with any request of Maker shall of itself be deemed a failure
to exercise reasonable care. Bank shall not be bound to take any steps necessary
to preserve any rights in the  Collateral  against prior parties and Maker shall
take all necessary steps for such purposes. Bank or its nominee need not collect
interest on or  principal of any  Collateral  or give any notice with respect to
it.
         If the  Collateral  shall at any time  become  unsatisfactory  to Bank,
Maker shall within one day after demand  pledge and deposit with Bank as part of
the Collateral additional property which is satisfactory to Bank.
         Bank shall have the right,  which may be  exercised at any time whether
or not this note is due,  to  notify  the  Obligors  on any  collateral  to make
payment to Bank on any amounts due or to become due thereon. In the event of any
default hereunder,  Bank shall thereafter have, but shall not be limited to, the
following  rights:  (i) to pledge or transfer this note and the  Collateral  and
Bank shall  thereupon be relieved of all duties and  responsibilities  hereunder
and  relieved  from any and all  liability  with  respect to any  Collateral  so
pledged or  transferred,  and any pledgee or  transferee  shall for all purposes
stand in the place of Bank hereunder and have all the rights of Bank  hereunder;
(ii) to transfer the whole or any part of the Collateral into the name of itself
or its nominee; (iii) to vote the Collateral;  (iv) to demand, sue for, collect,
or make any  compromise or settlement it deems  desirable  with reference to the
Collateral; and (v) to take control of any proceeds of Collateral.
         No delay or omission on the part of Bank in  exercising  any right
hereunder  shall  operate as a waiver of such right or of any other right under
this note.  Presentment,  demand,  protest,  notice of dishonor, and extension 
of time without notice are hereby waived by each and every Obligor. Any notice 
to Maker shall be sufficiently  served for all purposes if placed in the mail, 
postage prepaid,  addressed to or left upon the premises at, the address shown 
below or any other address shown on the Bank's records.
--------------------------------------------------------------------------------

                                    GUARANTY

         In addition to the liability as endorsers, which the undersigned hereby
assume,  for value received and intending to be legally bound,  the  undersigned
(and if more than one,  each of them jointly and  severally)  (a) hereby  become
surety to the payee of the within note, its  successors,  endorsees and assigns,
for the payment of the within note,  and hereby  unconditionally  guarantee  the
payment of the within note and all  extensions or renewals  thereof and all sums
payable under or by virtue thereof including, without limitation, all amounts of
principal and interest and all expenses (including  attorney's fees) incurred in
the collection thereof,  the enforcement of rights thereunder or with respect to
any  security  therefor  and the  enforcement  thereof,  and waive  presentment,
demand,  notice of dishonor,  protest and all other notices whatsoever;  and (b)
consent  and  agree  (i) that  all or any of the  Collateral  may be  exchanged,
released,  surrendered  or sold from time to time,  (ii) that the payment of the
note, or any of the  liabilities of the Maker  thereof,  may be extended or said
note renewed any number of times and for any period  (whether or not longer than
the original period of said note),  (iii) that the holder of said note may grant
any  releases,  compromises  or  indulgences  with  respect  to said note or any
extensions or renewals  thereof or any security  therefor or to any party liable
thereunder  or  hereunder  (including  but not  limited to failure or refusal to
exercise one or more of the rights or remedies  provided by said note), and (iv)
that any of the  provisions of said note may be modified;  all without notice to
or  consent  of and  without  affecting  the  liability  of the  undersigned  as
endorsers  and  sureties,  and  further  consent  and  agree  that  any  of  the
undersigned  may be sued by the holder hereof with or without joining any of the
other  endorsers or makers of said note and without  first or  contemporaneously
suing any such other persons, or otherwise seeking or proceeding to collect from
them or any of them,  and  without  first or  contemporaneously  undertaking  to
enforce any rights with respect to any security.

-------------------------------------------------------------------------------
         The  undersigned  acknowledges  having  received and read the NOTICE TO
CO-SIGNER appearing on the reverse side hereof.
-------------------------------------------------------------------------------

_____________________________(DATE)           ___________________________(SEAL)

_____________________________(DATE)           ___________________________(SEAL)

_____________________________(DATE)           ___________________________(SEAL)


FLORIDA  DOCUMENTARY  STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF $____________  
HAS BEEN PAID OR WILL BE PAID DIRECTLY TO THE DEPARTMENT OF REVENUE. CERTIFICATE
OF REGISTRATION # _____.



<PAGE>

Sun Bank [logo]
                         CORPORATE BORROWING RESOLUTION

                         SUN BANK, NATIONAL ASSOCIATION
                                 (Name of Bank)

         I, the  undersigned,  hereby  certify  to said  Bank that I am the duly
elected Secretary of COMPUTER SCIENCE  INNOVATIONS,  INC., A Florida Corporation
Located at Palm Bay City;  Florida  State,  a  corporation  duly  organized  and
existing  under the laws of the State of Florida;  that the  following is a true
and  correct  copy of  resolutions  adopted  by the board of  directors  of said
corporation  at a meeting  duly held on the 6th day of August,  1990;  that said
meeting was called and held  pursuant to law at which a quorum was present;  and
that said  resolutions  are in full force and effect and have not been rescinded
or modified.

         RESOLVED,  that the following  officers  (insert titles only) President
and Executive Vice-President of this corporation, or any (insert number required
to sign) 2 of them are hereby authorized;  from time to time; to borrow money on
behalf of this corporation  from said Bank in such amounts,  for such lengths of
time and at such rates of interest  and upon such terms and  conditions  as said
officer or officers may deem  expedient,  provided that the aggregate  amount of
such borrowing,  pursuant to this  resolution,  shall not at any one time exceed
the sum of ONE MILLION and 00/100 Dollars  ($1,000,000.00),  in addition to such
amounts as may be otherwise authorized;  to execute and deliver to said Bank, in
the name of and on  behalf of this  corporation,  negotiable  or  non-negotiable
notes  or  demands,  letters  of  credit  and  other  like  obligations  of this
corporation,  indemnity  agreements,  guaranty  agreements and other agreements,
assignments, endorsements, hypothecations and warehouse and other type receipts,
and any and all other  instruments  or documents  considered  by said Bank to be
necessary or proper in connection with any transaction, or transactions, between
or  through  said  Bank and this  corporation;  to  sell,  re-register,  pledge,
hypothecate,  assign,  transfer or set over,  as security or  otherwise  for any
notes or obligations of this corporation, any and all properties,  securities or
other assets now or hereafter belonging to this corporation,  and to discount to
said Bank any and all such  notes and  other  obligations  issued to or owned by
this corporation,  and to endorse same for such purpose,  and that the said Bank
shall not be responsible for or required to see to the application of any of the
funds of this corporation deposited with or checked out, or borrowed from it, or
secured by the discount of notes and obligations to it as hereinbefore provided,
and all such transactions  shall be conclusively  presumed to be legally binding
upon this corporation; and

         FURTHER RESOLVED,  that the foregoing  officers are hereby  authorized,
from  time to  time,  to enter in and sign on  behalf  of this  corporation,  an
agreement or  agreements,  as they may be amended or  supplemented  from time to
time, and such further documents as may be contemplated  thereby,  for the lease
of equipment from Lender, for such equipment,  for such length of time, for such
rental and upon such terms and  conditions  as said officer or officers may deem
expedient from time to time,  provided that the aggregate amount of rent payable
under all such leases of equipment shall not exceed $ N/A ; and

         FURTHER  RESOLVED,  that the  Secretary  (or any other  officer of this
corporation)  shall certify to said Bank the names of the presently duly elected
and qualified officers of this corporation and shall from time to time hereafter
as changes in the personnel of said officers are made,  immediately certify such
changes to the Bank,  and said Bank shall be fully  protected in relying on such
certifications  and shall be  indemnified  and saved  harmless  from any claims,
demands,  expenses,  loss, or damage resulting from, or growing out of, honoring
the  signature of any officer so  certified,  or refusing to honor any signature
not so certified; and

         FURTHER RESOLVED, that the foregoing  resolutions  shall remain in full
force and effect until express written notice of their prospective  amendment of
rescission  shall have been  furnished  to and  received by said Bank,  and that
receipt of such  notice  shall not  affect  any  action  taken by the Bank prior
thereto; and

         FURTHER  RESOLVED,  that the  Secretary be, and he hereby is authorized
and directed to certify to said Bank the  foregoing  resolutions  and to certify
that the  provisions  thereof are in conformity  with the Charter and By-laws of
this corporation and that said resolutions are in full force and effect and have
not been rescinded or modified.
         I further  certify that there is no provision in the Charter or By-laws
of said  corporation  limiting  the power of the Board of  Directors to pass the
foregoing  resolutions;  that the same are in conformity  with the provisions of
said  Charter and  By-laws;  and that I am the  custodian of the minutes of said
Board of Directors.
         I  further  certify  that the  following  are the  names  and  official
signatures  of  the  duly  elected,   qualified  and  acting  officers  of  said
corporation:  and that the corporate seal impressed hereon is the true corporate
seal of said corporation.


NAME                                            OFFICIAL SIGNATURE

President John A. Blohm                         /s/ John Blohm

Exec. Vice President James C. Schaffer          /s/ James C. Schaffer

Vice-President

Secretary___________________________________    ______________________________

Assistant Secretary_________________________    ______________________________

Treasurer___________________________________    ______________________________

Assistant Treasurer_________________________    ______________________________

         IN WITNESS WHEREOF, I have hereunto subscribed my name as Secretary and
affixed  the seal of said  corporation,  pursuant  to due and  lawful  corporate
authority this the 8th day of January, 1991.

(Corporate Seal)                               /s/ James C. Schaffer
                                               Secretary James C. Schaffer


<PAGE>


---------------------------
         Contract No.
                                                                     
                               SECURITY AGREEMENT
                            (INVENTORY AND ACCOUNTS)

THIS ASSIGNMENT AND AGREEMENT made January, 1991, by and between SUN BANK, 
NATIONAL ASSOCIATION
                                  (Name of Secured Party)

herein called "Bank", and

    COMPUTER SCIENCE INNOVATIONS, INC., a Florida Corporation
                                  (Name(s) of Borrower(s))

of  1280 Clearmont Street, N.E., Palm Bay Brevard County, Florida              
--------------------------------------------------------------------------
    (Name and Street)            (City)        (County)   (State)

herein called "Borrower",
         In  consideration  of loans or  advances  made or to be made by Bank to
Borrower,  and for  other  value  received  by  Borrower,  the  parties  hereto,
intending to be legally bound, agree as follows:
         1. As used herein:  (a) "Account"  means an immediate  right to payment
for goods sold and for goods leased and for services  rendered,  or any of them,
and  includes  a right to payment  under a  contract  whether or not it has been
earned by performance.  "Qualified  Account" means an Account which has been due
less than ninety (90) days; (b)  "Inventory"  means goods held for sale or lease
or being processed for sale or lease in Borrower's business, as now or hereafter
conducted,  including all materials,  goods and work in process, finished goods,
and other tangible property now owned or hereafter acquired and held for sale or
lease or  furnished  or to be  furnished  under  contracts of service or used or
consumed in  Borrower's  business;  (c) "Goods"  means all  articles of tangible
personal property,  sold, supplied,  or otherwise disposed of, represented by an
Account; (d) "Purchaser" includes the buyer of goods from Borrower, the customer
for which services have been rendered or materials furnished by Borrower, or the
party  with  whom  Borrower  has   contracted;   (e)  "Borrower"   includes  all
corporations and all individuals  executing this agreement as parties hereto and
all members of a partnership when Borrower is a partnership,  each of whom shall
be jointly and severally  liable  individually  and as partners  hereunder;  (f)
"security  interest"  means an  interest in property  which  secures  payment or
performance of an obligation;  (g)  "liability"  or  "liabilities"  includes all
liabilities (primary, secondary, direct, contingent, sole, joint or several) due
or to become due or that may be hereafter  contracted  or acquired,  of Borrower
(including any Borrower and any other person) to Bank.
         2. Bank will from time to time hereafter lend Borrower, on the security
of Accounts and Inventory,  or any of them,  acceptable to Bank, such amounts as
Bank may determine  from time to time, at such rates of interest and payable and
on such  terms as Bank may from time to time  specify or  require,  and Bank may
require that such loans,  or any of them, be evidenced by one or more promissory
notes of the Borrower in form  satisfactory  to Bank. For the convenience of the
Borrower,  the Bank may make  loans  and  advances  to the  Borrower  under  any
promissory  note the  principal  face amount of which is in excess of the actual
unpaid principal balance at such time.
         3. As security  for the payment of all loans and advances now or in the
future  made  hereunder  and  for  all  Borrower's  liabilities,  including  any
extensions, renewals, or changes in form of any thereof, Borrower hereby assigns
to Bank  and  grants  to Bank a  security  interest  in:  (a) all  Accounts  and
Inventory owned by Borrower at the date of this agreement;  (b) all Accounts and
Inventory at any time  hereafter  acquired by Borrower;  and (c) all proceeds of
all such Accounts and Inventory.
         4. So long as any liability to Bank is  outstanding,  Borrower will not
without the prior written  consent of Bank borrow from anyone except Bank on the
security of, or pledge or grant any security  interest in, any Account or any of
Borrower's Inventory to anyone except Bank, or permit any lien or encumbrance to
attach to any of the foregoing, or any levy to be made thereon, or any financing
statement  (except  Bank's  financing  statement)  to be on  file  with  respect
thereto.
         5. Borrower  represents  and warrants that the location  where it keeps
the bulk of its  Inventory  is at the address  specified in the preamble to this
agreement, unless a different address has been specified in the following space:

        Same
   (No. and Street)         (City)           (County)          (State)

and that the office where it keeps its records concerning all of its Accounts is
at the address  specified in the preamble to this agreement,  unless a different
address has been specified in the following space:

        Same
   (No. and Street)         (City)           (County)          (State)

Borrower will  immediately  notify Bank in writing of any change in the location
of the place of  business  where the bulk of its  Inventory  is  located  or any
change in the location of the place of business where the records concerning its
Accounts are kept.
         6. Borrower will (a) maintain Accounts and Inventory in such quantities
that at all  times 70 % of the  face  amount  of its  Qualified  Accounts,  less
allowable discount, plus 0 % of the cost or wholesale market value, whichever is
lower, of its Inventory, plus 100% of the balance in the Cash Collateral Account
hereinafter  referred to, or such other percentages  thereof as may from time to
time be  fixed by Bank  upon  notice  to  Borrower,  shall be at least  equal to
Borrower's  liabilities  to Bank; and Borrower will pay to Bank, in reduction of
its  liabilities,  such sums as may be  necessary  from time to time to maintain
such ratio; (b) collect its Accounts and sell its Inventory only in the ordinary
course of business; (c) furnish Bank at the time of each borrowing,  and at such
other  intervals as Bank may prescribe,  with a Borrower's  Certificate (in such
form as Bank may from time to time  specify or require)  showing  the  aggregate
face amount of its  Qualified  Accounts  and the  aggregate  cost and  wholesale
market value of its  Inventory;  (d) keep  accurate and complete  records of its
Accounts and  Inventory;  (e) pay and discharge  when due all taxes,  levies and
other charges on its  Inventory;  (f) keep its Inventory  insured in amounts not
less than the full  insurable  value  thereof,  for the benefit of Bank (to whom
loss shall be payable by New York Standard or Union Standard  endorsements),  in
such companies and against such risks as may be  satisfactory  to or required by
Bank; pay the cost of all such insurance;  and deliver  certificates  evidencing
such  insurance  to Bank;  and  Borrower  assigns  to Bank all right to  receive
proceeds of such insurance.
         7. Unless Bank notifies  Borrower in writing that it dispenses with any
one or  more  of  the  following  requirements,  Borrower  will  (a)  give  Bank
assignments,  in form  acceptable  to Bank,  of  specific  Accounts or groups of
Accounts,  and of moneys due and to become  due under  specific  contracts;  (b)
furnish to Bank a copy of the invoice  applicable  to each  Account  assigned to
Bank or arising out of a contract,  bearing a  statement  that such  Account has
been assigned to Bank and such  additional  statements as Bank may require;  (c)
furnish Bank at the time of each borrowing,  and at such other intervals as Bank
may prescribe or require, with a schedule (in such form as Bank may from time to
time specify or require) of Borrower's  Inventory and Qualified  Accounts  which
describe the same, or such thereof as Bank may require, together with such other
information  relating  thereto as the Bank may specify or  require;  (d) make no
change in any  assigned  Accounts  or in any  Account  arising out of a contract
assigned to Bank, and make no material change in the terms of any such contract;
(e) furnish to Bank all information received by Borrower affecting the financial
standing of any Purchaser  whose Account has been assigned to Bank;  (f) receive
as the sole  property of Bank and hold as trustees for Bank all moneys,  checks,
notes,   drafts,   and  other  property   (herein  called  "items  of  payment")
representing  the  proceeds  of any  Account  or  Inventory  in which Bank has a
security interest,  which comes into the possession of Borrower; and deposit all
such  items of  payment  immediately  in the exact  form  received  in a special
account of Borrower in Bank entitled "Cash Collateral  Account" in which account
Bank shall have a security  interest to secure all  Borrower's  liabilities  and
with respect to which account Bank alone shall have power of withdrawal; (g) pay
Bank the amount loaned against any Account  assigned to Bank where the goods are
returned by the Purchaser, or where the contract is canceled or terminated;  (h)
immediately  notify Bank if any of its contracts arise out of contracts with the
United States or any department, agency, or instrumentality thereof, and execute
any instruments and take any steps required by Bank in order that all moneys due
and to become due under any such  contract  shall be assigned to Bank and notice
thereof given to the Government under the Federal  Assignment of Claims Act; (i)
deliver to Bank with appropriate endorsement or assignment, as Bank may require,
any instrument or chattel paper representing an Account.  Any permission granted
to Borrower by Bank to omit any of the  requirements  of this paragraph 7 may be
revoked by Bank at any time.
         8. Borrower will  promptly,  if requested by Bank, (a) mark its records
evidencing its Accounts in a manner  satisfactory to Bank so as to show the same
have been  assigned  to Bank;  (b) pay Bank the unpaid  portion of any  assigned
Account if Bank shall at any time  reject the Account as  unsatisfactory,  which
right  Bank  shall  have  and may  exercise  at any  time  and  for  any  reason
whatsoever, and until such payment is made by Borrower, Bank may retain any such
Account as security and may charge any deposit account of Borrower with any such
amounts;  (c)  join  with  Bank  in  executing  a  financing  statement,  notice
affidavit,  or similar  instrument in form  satisfactory to Bank, and such other
instruments  as Bank may from time to time  request;  and pay the cost of filing
the same in any public office deemed  advisable by Bank;  and (d) give Bank such
financial statements, reports, certificates, lists of Purchasers (showing names,
addresses,   and  amounts  owing),  and  other  data  concerning  its  Accounts,
contracts,  collections,  inventory  and other  matters as Bank may from time to
time  specify;  and permit  Bank or its  nominee to  examine  all of  Borrower's
records  relating  thereto at any time, and to make extracts  therefrom,  and to
inspect and check Borrower's Inventory.
         9. Borrower warrants (a) in connection with each Account covered by the
agreement:  (i) it  constitutes  a  Qualified  Account as defined  herein is not
evidenced by a judgment, an instrument or chattel paper (except such judgment as
has been  assigned to Bank,  and except such  instrument or chattel paper as has
been endorsed and delivered to Bank), and represents a bona fide transaction and
Borrower  has  possession  of (and will  promptly  deliver  to Bank upon  Bank's
request) or has  delivered  to Bank  shipping or  delivery  receipts  evidencing
shipment or delivery of the goods and, if  representing  services,  the services
have been fully performed;  (ii) the amount shown on Borrower's books and on any
invoice or statement delivered to Bank is owing to Borrower;  (iii) the title of
Borrower to the Account and,  except as against the  Purchaser,  to any goods is
absolute;  (iv) the Account has not been transferred to any other person, and no
person,  except Borrower,  has any claim thereto, or, with the sole exception of
Purchaser,  to the goods;  (v) no partial  payment has been made by anyone;  and
(vi) no set-off or counterclaim to such Account exists and no agreement has been
made with any person  under  which any  deduction  or  discount  may be claimed,
except  regular  discounts  allowed by Borrower  for prompt  payments;  (vii) it
arises  under  an  existing   binding  written  contract  between  Borrower  and
Purchaser;  and (b) in connection with its Inventory:  that Borrower is and will
be the absolute owner thereof,  free and clear of all  encumbrances and security
interests other than the Bank's security interest.
         10.  Borrower  shall pay Bank such  interest as may be specified in any
note evidencing a loan or advance made hereunder and such service charges as may
be  agreed  upon  and  shall  pay to Bank  all  costs  and  expenses,  including
attorneys' fees, incurred by it in the preservation or collection of collateral.
Changes in interest  rate and  service  charges may be made by Bank from time to
time,  notwithstanding the interest rate specified in any note evidencing a loan
or advance hereunder,  upon notice to Borrower and shall become effective on the
date therein specified.
         11.  Bank  shall  have the  right  at any  time and from  time to time,
without  notice,  to (a) apply any part or all the moneys in the Cash Collateral
Account representing  collected items against any liability of borrower to Bank,
and Bank  shall upon  demand by  Borrower  make such  application  against  such
liability or liabilities as Bank may itself select; (b) release to Borrower such
part of the moneys in the Cash Collateral  Account as Bank may elect; (c) charge
to  Borrower's  deposit  account  any  item  of  payment  credited  to the  Cash
Collateral  Account  which is  dishonored  by the drawee or maker  thereof;  (d)
endorse all items of payment  which may come into its hands payable to Borrower;
(e) notify Purchasers that Accounts have been assigned to Bank, forward invoices
to Purchasers,  directing them to make payments to Bank, collect all Accounts in
its or  Borrower's  name,  and take control of any cash or non-cash  proceeds of
Accounts and of any Inventory;  (f) compromise,  extend, or renew any Account or
deal with the same as it may deem advisable;  (g) make exchanges,  substitutions
or  surrenders  of  collateral;  (h) insure  inventory  to its  satisfaction  if
Borrower  fails to do so and pay for the  same,  and  pay,  for the  account  of
Borrower,  any taxes, levies, or other charges affecting Borrower's inventory or
upon or on account of the  Security  Agreement  or any  liability or any writing
evidencing  any  liability,  which  Borrower  fails to pay, and any such payment
shall constitute a liability of Borrower.
         12. Until default,  Borrower may use its inventory in any lawful manner
not  inconsistent  with this agreement and with the terms of insurance  thereon;
may sell its  inventory  in the  ordinary  course of  business;  and may use and
consume any raw  materials  or  supplies,  the use and  consumption  of which is
necessary in order to carry on Borrower's business.
         13.  If at  any  time  any  warranty,  representation,  certificate  or
statement  of  Borrower  is  not  true,  or if any  liability  or  any  part  or
installment thereof or interest thereon is not paid when due, or if any event of
default as  defined  in any note or other  evidence  of  liability  held by Bank
should occur,  or if Borrower should fail to observe or perform any agreement or
term hereof,  or if Bank at any time feels  insecure for any reason  whatsoever,
Bank may, at its option,  thereupon or  thereafter  declare all  liabilities  of
Borrower  to  Bank,  or  any of  them  selected  by  Bank  (notwithstanding  any
provisions thereof), immediately due and payable without demand or notice of any
kind and the same  thereupon  shall  immediately  become and be due and  payable
without  demand or notice (but with such  adjustments,  if any,  with respect to
interest or other charges as may be provided for in the promissory note or other
writing  evidencing  such  liability),  and Bank may,  in  addition to any other
rights and remedies which it may have, immediately and without demand,  exercise
any and all the rights and  remedies  granted  to a secured  party upon  default
under the Florida Uniform  Commercial  Code; and upon request or demand of Bank,
Borrower  shall,  at its  expense,  assemble  Borrower's  Inventory  and make it
available to Bank at a convenient  place  acceptable to Bank; and Borrower shall
promptly pay to Bank any and all costs and expenses,  including  legal  expenses
and  reasonable  attorney's  fees  incurred  or paid by Bank in  protecting  and
enforcing  liabilities and the rights of Bank hereunder,  including Bank's right
to take  possession  of  Borrower's  Inventory  and the proceeds of Accounts and
Inventory,  and to hold,  prepare for sale,  sell and dispose of such Inventory.
Any  notice of sale,  disposition  or other  intended  action  by Bank,  sent to
Borrower at the address  specified  in the preamble to this  agreement,  or such
other  address of Borrower as may from time to time be shown on Bank's  records,
at least five days prior to such action,  shall constitute  reasonable notice to
Borrower.  Upon disposition by Bank of any property in which Bank has a security
interest  hereunder,  or upon  collection  by Bank of the  proceeds of Accounts,
Borrower shall be and remain liable for any  deficiency;  and Bank shall account
to Borrower for any  surplus,  but Bank shall have the right to apply all or any
part of such  surplus  (or to hold the  same as a  reserve  against)  all or any
liabilities  of Borrower to Bank,  whether or not they,  or any of them, be then
due, without  marshalling of assets and in such order of application as Bank may
from time to time elect.
         14. Borrower waives protest of all commercial paper at any time held by
Bank on which  borrower is in any way liable,  notice of non-payment at maturity
of any and all Accounts,  and except where required  hereby or by law, notice of
action taken by Bank; and hereby ratifies and confirms whatever Bank may do.
         15. No waiver by Bank of any default  shall  operate as a waiver of any
other default or of the same default on a future occasion.  No delay or omission
on the part of Bank in exercising  any right or remedy shall operate as a waiver
thereof,  and no single or partial exercise by Bank of any right or remedy shall
preclude  any other or further  exercise  thereof or the  exercise  of any other
right or remedy.  Time is of the essence of this  agreement.  The  provisions of
this agreement are cumulative and in addition to the provisions of any liability
and  any  note  or  other  writing  evidencing  any  liability  secured  by this
agreement,  and Bank shall have all the  benefits,  rights and  remedies  of and
under any  liability  and any note or other  writing  evidencing  any  liability
secured hereby.  If more than one party shall execute this  agreement,  the term
"Borrower"  shall mean all parties  signing this agreement and each of them, and
all such parties shall be jointly and severally  obligated and liable hereunder.
The singular pronoun, when used herein, shall include the plural, and the neuter
shall include the masculine and  feminine.  All rights of Bank  hereunder  shall
inure to the benefit of its  successors  and  assigns;  and all  obligations  of
Borrower shall bind the heirs, executors, administrators, successors and assigns
of each Borrower.
         16. Borrower releases Bank from all claims for loss or damage caused by
any  failure to collect  any  account or enforce  any  contract or by any act or
omission on the part of Bank, its officers, agents and employees, except willful
misconduct.
         17. This  agreement  may be terminated by either party giving the other
written notice of intention to terminate on a date named in said notice,  mailed
to the last known address of the party to whom such notice is addressed;  but no
such  termination  shall in any way affect the  rights  and  liabilities  of the
parties  hereunder  relating to loans or advances made,  Accounts,  Inventory or
other property pledged prior to the date named in such notice.
         18. This agreement has been delivered in the State of Florida and shall
be construed in accordance  with the laws of Florida.  Wherever  possible,  each
provision  of this  agreement  shall  be  interpreted  in such  manner  as to be
effective and valid under applicable law, but if any provision of this agreement
shall be prohibited by or invalid under  applicable law, such provision shall be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
agreement.

         IN WITNESS  WHEREOF,  this  agreement  has been duly executed as of the
date hereinabove first written.

Signed, sealed and delivered in the  COMPUTER SCIENCE INNOVATIONS, INC.,
presence of                          a Florida Corporation

                                     By: /s/ John Blohm                  (SEAL)
                                         John A. Blohm, President

                                     By: /s/ James C. Schaffer           (SEAL)
                                         James C. Schaffer, Executive 
                                         Vice-President

(CORPORATE SEAL)

ATTEST:                              Sun Bank, National Association
                                            (Name of Bank)

                                     By:                                 (SEAL)
As its Cashier                             As its President
                                                BANK


<PAGE>

SUN
BANK [logo]


--------------------
    Contract No.

                               SECURITY AGREEMENT
                         (EQUIPMENT AND CONSUMER GOODS)


     COMPUTER SCIENCE INNOVATIONS, INC., a Florida Corporation
     (Name(s) of Borrower(s))

(and if more than one, each of them jointly and severally), hereinafter called 
"Borrower", of  1280 Clearmont Street, N.E.,
                   (No. and Street)
Palm Bay           Brevard County, Florida                , 
----------------------------------------------------------
  (City)              (County)      (State)
for value received and intending to be legally bound, hereby grants to

SUN BANK, NATIONAL ASSOCIATION, Florida,
    (Name of Secured Party)
hereinafter called "Secured Party", a security interest in the following
property:       All equipment of Borrower


----------- ------ ----------------- --------------- ------------ --------------
             Year/ Manufacturer or   Description of  Model Number Manufacturer's
New or Used  Model Make (Trade Name) Collateral      or Series    Serial No.
----------- ------ ----------------- --------------- ------------ --------------

----------- ------ ----------------- --------------- ------------ --------------

----------- ------ ----------------- --------------- ------------ --------------

----------- ------ ----------------- --------------- ------------ --------------




together  with all  increases,  parts,  fittings,  accessories,  equipment,  and
special  tools now or  hereafter  affixed to any or any part  thereof or used in
connection  with any thereof,  and all  replacements  of all or any part thereof
plus any  returned  or  unearned  premiums  from any  insurance  financed by the
Secured Party in conjunction  with this transaction (all of which is hereinafter
called  "Collateral"),  to secure  the  payment  of a  promissory  note or notes
executed  by  Borrower  in  the  amount  of  ONE  MILLION  and  00/100   Dollars
($1,000,000.00),   of  even  date   herewith,   and  any  and  all   extensions,
modifications  or  renewals  thereof,  and also to  secure  the  performance  by
Borrower of the agreements  hereinafter set forth, and all other  liabilities or
obligations (primary,  secondary,  direct,  contingent,  sole, joint or several)
due, or to become due or which may be hereafter  contracted  or acquired of each
Borrower  to  Secured  Party  (the  foregoing   hereinafter   being  called  the
"liabilities").

         Borrower hereby agrees that:

     1. (a)  Borrower  is the  owner of the  Collateral  clear of all  liens and
security interests except the security interest granted hereby; (b) Borrower has
the right and power to make this  Agreement;  and (c) the  Collateral is used or
acquired  for use  primarily  for  the  purpose  checked:  personal,  family  or
household purposes;  |_| farm purposes; or |_| business purposes; and (d) if the
Collateral consists of "household goods" as defined in 12 C.F.R. 227.12(d) or if
otherwise  checked  here |_|  then the  Collateral  is being  acquired  with the
proceeds  of the loan  provided  for in or  secured by this  Agreement,  and the
proceeds  will be used for no other  purpose,  and  Borrower  hereby  authorizes
Secured  Party to  disburse  the  proceeds or any part  thereof  directly to the
seller of the Collateral or to the insurance agent or broker,  or both, as shown
on Secured Party's records.

     2.  (a) The Collateral will be kept at 1280 Clearmont Street, N.E.,
                                                  (No. and Street)           
                   Palm Bay, Brevard County, FL
                     (City)     (County)    (State)
or if left  blank,  at the address  shown at the  beginning  of this  agreement;
Borrower will promptly notify Secured Party of any change in the location of the
Collateral  within said state;  and Borrower will not remove the Collateral from
said state without the written  consent of Secured Party.  (b) if the Collateral
is  used or  acquired  for use  primarily  for  personal,  family  or  household
purposes, or for farm purposes, Borrower's residence in Florida is that shown at
the beginning of this  agreement and Borrower will  immediately  notify  Secured
Party of any change in the location of said residence.

     3.   (a) If the Collateral is acquired or used  primarily for 
business use and is of a type normally used in more than one state,  whether or 
not so used,  and Borrower has a place of business in more than one state,  
the chief place of business of Borrower  is:  1280  Clearmont  Street,  N.E.,
                                                 (No. and Street)   
Palm Bay, Brevard County, Florida
(City)       (County)     (State)
or,  if left  blank,  is that  shown at the  beginning  of this  agreement,  and
Borrower  will  immediately  notify  Secured  Party in  writing of any change in
Borrower's chief place of business;  and (b) if certificates of title are issued
or  outstanding  with respect to any of the  Collateral,  Borrower will promptly
cause the  interest of Secured  Party to be properly  noted  thereon and deliver
such certificates of title to Secured Party.

         4.       Borrower will defend the Collateral against the claims and 
demands of all persons,  other than Secured Party, at any time claiming the same
or a ______.

         5. No  Financing  Statement  covering  any  Collateral  or any proceeds
thereof is on file in any public office;  Borrower  authorizes  Secured Party to
file, in ______ this authorization  will be given effect, a Financing  Statement
signed only by the Secured Party describing the Collateral in the same manner as
it is  described  ______  from time to time at the  request  of  Secured  Party,
execute one or more Financing  Statements and such other  documents (and pay the
cost of filing or recon______  public  offices deemed  necessary or desirable by
the Secured  Party) and do such other acts and things,  all as the Secured Party
may request to  establish______  enforceable first priority security interest in
the  Collateral  (free of all other liens and claims  whatsoever)  to secure the
payment of the liabilities.

         6.  Borrower will not (a) permit any liens or security  interest  other
than Secured Party's security interest, to attach to any of the Collateral;  (b)
permit a______ to be levied upon under legal process; (c) sell, transfer, lease,
or otherwise dispose of any of the Collateral or any interest therein,  or offer
so to do, without the p______ of Secured Party;  (d) permit  anything to be done
that may impair the value of any of the  Collateral or the security  intended to
be afforded by this agreement  ______  Collateral to be or become a fixture (and
it is expressly covenanted, warranted and agreed, that the Collateral, and every
part thereof,  whether affixed to any re______ and remain personal property), or
to become an accession to other goods or property.

         7.  Borrower  will (a) at all  times  keep the  Collateral  insured  in
amounts not less than the full insurable  value thereof,  against loss,  damage,
theft,  and  ______  Secured  Party may  require in such  companies,  under such
policies, in such form and for such periods, as shall be satisfactory to Secured
Party,  and  each  ______provide,   by  New  York  Standard  or  Union  Standard
endorsement,  that loss  thereunder  and proceeds  payable  thereunder  shall be
payable to Secured Party ______ appear (and Secured Party may apply any proceeds
of such  insurance  which may be received by Secured Party toward payment of the
liabilities,  whether  due ______  order of  application  as  Secured  Party may
determine)  and each such policy shall  provide for a minimum of 10 days written
cancellation  notice to Secured Party ______  policy shall,  if Secured Party so
requests, be deposited with Secured Party; and Secured Party may act as attorney
for  Borrower  in  obtaining,   adjusting,  settling  ______such  insurance  and
endorsing any drafts; (b) at all times keep the Collateral free from any adverse
lien,  security  interest,  or encumbrance and in good order and ______ waste or
destroy the Collateral or any part thereof.

         8. (a) Borrower  will not use the  Collateral  or permit the same to be
used in  violation  of any  statute,  law or  ordinance;  and Secured  Party may
examine ______ Collateral at any time,  wherever located.  (b) Borrower will pay
promptly when due all taxes and  assessments  upon the Collateral or for its use
of operation or upon ______or upon any note or notes or other writing evidencing
the liabilities, or any of them.

         9. At its option,  Secured Party may discharge taxes, liens or security
interests or other  encumbrances  at any time levied or placed on the Collateral
______  insurance  on the  Collateral,  and  may pay  for  the  maintenance  and
preservation  of the Collateral.  Borrower agrees to reimburse  Secured Party on
demand for an______ or any expense incurred,  by Secured Party,  pursuant to the
foregoing  authorization,  together with interest  thereon at the highest lawful
rate  and  each  such  pay______  thereon  shall  be  secured  by this  Security
Agreement.  Until default, Borrower may have possession of Collateral and use it
in any lawful  manner not  inco______  agreement and not  inconsistent  with any
policy of insurance thereon.

         10.  Borrower  shall  be in  default  under  this  agreement  upon  the
happening of any of the following events or conditions:  (a) failure or omission
to pay whe______ (or any instalment thereof or interest thereon),  or default in
the payment or performance of any obligation,  covenant, agreement, or liability
contained or referred______ any warranty,  representation,  or statement made or
furnished to Secured  Party by or on behalf of any Borrower  proves to have been
false in any material  respects  ______furnished;  (c) loss,  theft  substantial
damage, destruction, sale, or encumbrance to or of any of the Collateral, or the
making of any levy,  seizure, or attachment th______ (d) any Obligor (which term
as used  herein,  shall mean each  Borrower  and each other party  primarily  or
secondarily or contingently  liable on any of the lia______  insolvent or unable
to pay debts as they mature or makes an assignment for the benefit of creditors,
or any proceeding  (including  any proceeding in bankruptcy)  ______ against any
Obligor  alleging  that such Obligor is insolvent or unable to pay debts as they
mature;  (e) entry of any judgment against any Obligor;  (f) death of any ______
natural  person,  or of any partner of any Obligor which is a  partnership;  (g)
dissolution,  merger or consolidation,  or transfer of a substantial part of the
property of a______ is a corporation  or a  partnership;  (h)  appointment  of a
receiver for the Collateral or any part thereof or for any property in which any
Borrower has an interest;  (i) ______ used by anyone to transport or store goods
the possession, transportation or use of which is illegal.

         11. Upon the occurrence of any such default or at any time  thereafter,
or whenever the Secured Party feels insecure for any reason whatsoever,  Secured
______  option,   declare  all  liabilities  secured  hereby,  or  any  of  them
(notwithstanding  any provisions  thereof),  immediately due and payable without
demand or notice of a______ same thereupon shall  immediately  become and be due
and payable  without demand or notice (but with such  adjustments,  if any, with
respect to interest or other  ______ be provided for in the  promissory  note or
other writing  evidencing such liability),  and Secured Party shall have and may
exercise from time to time any and all right ______ of a Secured Party under the
Uniform  Commercial  Code and any and all rights and  remedies  available  to it
under any other  applicable  law;  and upon  request  or  demand  ______  Party,
Borrower shall, at its expense, assemble the Collateral and make it available to
the Secured Party at a convenient  place acceptable to Secured Party; and ______
promptly  pay  all  costs  of  Secured  Party  of  collection  of  any  and  all
liabilities,  and  enforcement  of any rights  hereunder,  including  reasonable
attorneys'  fees and ______ and expenses of any repairs to any of the Collateral
and expenses of any repairs to any realty or other  property to which any of the
Collateral may be affixed.  Any ______  disposition or other intended  action by
Secured Party, sent to Borrower at the address of Borrower specified above or at
any other  address  shown on the  records  of ______ at least five days prior to
such action,  shall constitute  reasonable  notice to Borrower.  In the event of
repossession,  Borrower  authorizes  Secured  Party  to take  in______  personal
property  found in or on the  Collateral  and to hold the same until  claimed by
Borrower at the principal  place of business of Secured Party,  and in the event
______  property is not claimed  within a reasonable  time by Borrower,  Secured
Party is authorized to dispose of same. Expenses of retaking, holding, preparing
for sale, selling______ shall include Secured Party's reasonable attorneys' fees
and legal expenses.  Any excess or surplus of proceeds of any disposition of any
of the  Collateral  may  ______  Secured  Party  toward  payment  of such of the
liabilities,  without marshalling of assets and in such order of application, as
Secured Party may from time to time ______.

         12. No waiver by Secured Party of any default shall operate as a waiver
of any other  default or of the same default on a future  occasion.  No delay or
omission______  Secured Party in exercising any right or remedy shall operate as
a waiver  thereof,  and no single or partial  exercise  by Secured  Party of any
right or remedy shall  prec______ or further exercise thereof or the exercise of
any  other  right or  remedy.  Time is of the  essence  of this  agreement.  The
provisions of this agreement are cumulative  an______ the provisions of any note
secured by this agreement, and Secured Party shall have all the benefits, rights
and remedies of and under any note secured hereby. If ______ party shall execute
this  agreement,  the term  "Borrower"  shall  mean  all  parties  signing  this
agreement  and  each of them,  and all such  parties  shall  be  jointly  ______
obligated  hereunder  provided,  however,  if one of the  parties  signing  this
agreement has not executed the promissory note or notes referred to herein, said
party ______ personal  liability under, or in conjunction  with, said promissory
note or notes. The singular pronoun,  when used herein, shall include the plural
and the neuter ______  masculine and  feminine.  If this  agreement is not dated
when executed by the Borrower, the Secured Party is authorized without notice to
the borrower,  to date thi______ This agreement shall become effective as of the
date of this agreement. All rights of Secured Party hereunder shall inure to the
benefit of its successors  and as ______  liabilities of Borrower shall bind the
heirs, executors, administrators, successors and assigns of each Borrower.

         13. This agreement has been delivered in the State of Florida and shall
be construed in accordance  with the laws of Florida.  Wherever  possible,  each
pro______  agreement  shall be interpreted in such manner as to be effective and
valid under  applicable  law, but if any  provision of this  agreement  shall be
prohibited by or ______  applicable  law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining ______ this agreement.

          IN WITNESS  WHEREOF,  this  agreement has been duly executed as of the
________ day of ___, 1991

Signed, sealed and delivered             COMPUTER SCIENCE INNOVATIONS, INC.,
in the presence of:                      a Florida Corporation

__________________________________       By: /s/ John Blohm
                                             John A. Blohm, President

__________________________________       By: /s/ James C. Schaffer
                                         James C. Schaffer, Exec. Vice-President



<PAGE>

STATE OF FLORIDA FINANCING STATEMENT UNIFORM COMMERCIAL CODE Form UCC-1,Rev.1981
This FINANCING STATEMENT is presented to a filing officer for filing pursuant to
the Uniform Commercial Code:

----------------------------------------- --------------------------------------
                                          THIS SPACE FOR USE OF FILING OFFICER
   DEBTOR (Last Name First If a Person)   Date, Time, Number, and Filing Office

     NAME  COMPUTER SCIENCE INNOVATIONS, 
     INC., a Florida Corporation
1A
     MAILING ADDRESS 1280 Clearmont Street, N.E.
     CITY   Palm Bay       STATE  FL  32905
------------------------------------------------
------------------------------------------------


     MULTIPLE DEBTOR (if Any) (Last Name First if a Person)


     NAME
1B
     MAILING ADDRESS


     CITY                  STATE
--------------------------------------------------
--------------------------------------------------


     MULTIPLE DEBTOR (if Any) (Last Name First if a Person)


     NAME
1C
     MAILING ADDRESS


     CITY                  STATE
--------------------------------------------------
--------------------------------------------------


     SECURED PARTY (Last Name First if a Person)


     NAME  SUN BANK, NATIONAL ASSOCIATION
2A
     MAILING ADDRESS
         100 Rialto Place


     CITY       Melbourne  STATE    FL  32901
-------------------------------------------------- ----------------------------
--------------------------------------------------
                                                   AUDIT           UPDATE

     MULTIPLE SECURED PARTY (if Any)
     (Last Name First if a Person)


     NAME
2B
     MAILING ADDRESS


     CITY                  STATE
-------------------------------------------------
------------------------------------------------- ------------------------------
                                                  VALIDATION INFORMATION

     ASSIGNEE OF  SECURED PARTY (if Any)
     (Last Name First if a Person)


     NAME
3
     MAILING ADDRESS


     CITY                  STATE
------------------------------------------------ -------------------------------
                                                                Name and Address
                                                                of Preparer
4    This  FINANCING  DOCUMENT  covers the following  types or items of property
     (include  description of real property on which located and owner of record
     when  required).  If more  space  is  required,  attach  additional  sheets
     81/2" x 11".


     All accounts, inventory and equipment of Borrower.




--------------------------------------------------- ---------------------------
--------------------------------------------------- --------------------------- 
                                                    7    No. of additional
                                                         Sheets presented:
5    Proceeds of collateral are covered as provided
     in Sections 679.203 and 679.206, F.S.
                                                                   0
--------------------------------------------------- ---------------------------


6    Filed with: Secretary of State
--------------------------------------------------- ---------------------------


8    (Check  |_|) |X| All  documentary  stamp  taxes due and
     payable  or to become  due and  payable  pursuant  to  Section
     201.22, F.S.
                     |_| Florida Documentary Stamp Tax is not required.
-------------------------------------------------------------------------------
                                                      10  (Check|_| if so)

9    This statement is filed without the debtor's         Debtor is a
     signature to perfect a security         |_|       transmitting utility
     interest in collateral.  (Check |_| if so.)
     |_|      already subject to a security           Products of collateral
     interest in another             |_|               are covered
     jurisdiction when it was brought into this
     state or debtor's location changed to this state.
     |_|       which is proceeds of the original 
                  collateral described above
                  in which a security interest was 
                  perfected.
     |_|          as to which the filing has lapsed.
     |_|       acquired after a change of name, 
                  identity, or corporate structure of
     |_|       the debtor, or   |_|  secured party
-----------------------------------------------------------------------------
                                                11 SIGNATURE(S) OF DEBTOR(S)
                                                   COMPUTER SCIENCE INNOVATIONS,
                                                   INC., a Florida
13  Return copy to:                                corporation
      NAME:  Hubert C. Normile, Jr., Esq.
      ADDRESS:  Krasny, Normile, Dettmer, et al.     By:  /s/ John Blohm
                         780 South Apollo Boulevard
      CITY: Melbourne                                By:  /s/ James C. Schaffer
                                                          ---------------------
      STATE:  FL        ZIP CODE   32901
                                                         ---------------------
                                          12  SIGNATURE(S) OF SECURED PARTY(IES)
                                              SUN BANK, NATIONAL ASSOCIATION

                                              By:         /s/
---------------------------------------- ---------------------------------------


STATE OF FLORIDA FINANCING STATEMENT -- UNIFORM COMMERCIAL CODE -- Form UCC-1, 
Rev. 1981 This FINANCING STATEMENT is presented to a filing officer for filing 
pursuant to the Uniform Commercial Code.

------------------------------------------ -------------------------------------
                                           THIS SPACE FOR USE OF FILING OFFICER
                                           Date, Time, Number, and Filing Office
     DEBTOR (Last Name First if a Person)


     NAME  COMPUTER SCIENCE INNOVATIONS,
           INC., a Florida Corporation
1A
     MAILING ADDRESS 1280 Clearmont Street, N.E.


     CITY   Palm Bay   STATE   FL  32905
--------------------------------------------
--------------------------------------------


     MULTIPLE DEBTOR (if Any) (Last Name First if a Person)


     NAME
1B
     MAILING ADDRESS



     CITY                  STATE
-----------------------------------------------------
-----------------------------------------------------


     MULTIPLE DEBTOR (if Any) (Last Name First if a Person)


     NAME
1C
     MAILING ADDRESS



     CITY                  STATE
----------------------------------------------------
----------------------------------------------------


     SECURED PARTY (Last Name First if a Person)


     NAME  SUN BANK, NATIONAL ASSOCIATION
2A
     MAILING ADDRESS
         100 Rialto Place


     CITY   Melbourne  STATE    FL  32901
------------------------------------ ------------------- -----------------------
                                     AUDIT               UPDATE
     MULTIPLE SECURED PARTY (if Any)
     (Last Name First if a Person)


     NAME
2B
     MAILING ADDRESS


     CITY                  STATE
----------------------------------- -------------------- -----------------------


<PAGE>



------------------------------------------ ------------------------------------
                                           VALIDATION INFORMATION

     ASSIGNEE OF  SECURED PARTY (if Any)
     (Last Name First if a Person)


     NAME
3
     MAILING ADDRESS


     CITY                  STATE
------------------------------------------- -----------------------------------
-------------------------------------------------------------------------------
                                                               Name and Address
                                                               of Preparer
4    This  FINANCING  DOCUMENT  covers the following  types or items of property
     (include  description of real property on which located and owner of record
     when  required).  If more  space  is  required,  attach  additional  sheets
     81/2" x 11".


     All accounts, inventory and equipment of Borrower

-------------------------------------------------------- ----------------------
                                                         7   No. of additional
                                                             Sheets presented:
5    Proceeds of collateral are covered as provided in
     Sections 679.203 and 679.206, F.S.
                                                                   0
-------------------------------------------------------- -----------------------


6    Filed with: Clerk, Circuit Court
-------------------------------------------------------- -----------------------


8    (Check  |_|)  |X| All  documentary  stamp  taxes due and
                             payable  or to become  due and  payable  
                             pursuant  to  Section 201.22, F.S.
                  |_|     Florida Documentary Stamp Tax is not required.
-------------------------------------------------     --------------------------
                                                      10  (Check |_| if so)
9    This statement is filed without the debtor's 
     signature to perfect a security interest in      |_|  Debtor is a
     collateral.  (Check |_| if so.)                       transmitting utility
     |_|      already subject to a security
              interest in another jurisdiction        |_|  Products of
              when it was brought into this state          collateral are
              or debtor's location changed                 covered.
              to this state.                                               
     |_|      which is proceeds of the original 
              collateral described above in which
              a security interest was perfected.
     |_|      as to which the filing has lapsed.
     |_|      acquired after a change of name,
              identity, or corporate structure of the
     |_|      debtor, or     |_|  secured party
---------------------------------------------------- ---------------------------
                                                11  SIGNATURE(S) OF DEBTOR(S)
                                                    COMPUTER SCIENCE INNOVATIONS
13   Return copy to:                                INC.,  a Florida corporation
        NAME:  Hubert C. Normile, Jr., Esq.
        ADDRESS:  Krasny, Normile, Dettmer, et al.  By:  /s/ John Blohm
                  780 South Apollo Boulevard
        CITY: Melbourne                             By:  /s/ James C. Schaffer
                                                         ----------------------
        STATE:  FL        ZIP CODE   32901
                                               --------------------------------
                                               12  SIGNATURE(S) OF SECURED 
                                                   PARTY(IES) SUN BANK, NATIONAL
                                                   ASSOCIATION

                                                   By:
                                                      /s/
------------------------------------- -----------------------------------------





<PAGE>

                 [SUN TRUST LETTERHEAD]


August 28, 1996


George Milligan
Computer Science Innovation, Inc.
1235 Evans Road
Melbourne, FL 32904


Dear Mr. Milligan:

It is my pleasure to present this commitment letter and introduce myself as your
company's new primary  account  officer.  I will be working  closely with Robert
Jensen who will remain as secondary  account officer to familiarize  myself with
your banking relationship.

SunTrust Bank,  Central  Florida,  National  Association  ("Bank") is pleased to
advise you that it has approved the renewal and increase of your  revolving line
of credit in the amount of $500,000 subject to the following conditions:



Borrower:                               Computer Science Innovations, Inc.

Amount:                                 $500,000

Purpose:                               To fund short term working capital needs.

Terms:                                  Interest payable monthly, principal due 
                                        on demand.

Collateral:                             First security interest in the company's
                                        accounts receivable, inventory, and
                                        equipment. The borrower may offer direct
                                        assignments on specific government
                                        contracts, at its option.

Borrowing Base:                         Advances on the line of credit will be
                                        governed by a borrowing base to include
                                        80% of accounts receivable less 
                                        than 90 days excluding bonded and
                                        non-assigned/acknowledged government 
                                        receivables.  The borrowing base will
                                        include 90% of direct assigned and 
                                        acknowledged U.S. Government Contracts.

                                        A borrowing base  certificate  (see
                                        attached)  should be completed each
                                        month by the  borrower and attached
                                        to  the  account  receivable  aging
                                        report.

Guarantor(s):                           None

Review Date:                            June 30, 1997

Interest Rate:                          Fully floating at SunTrust  Bank,  
                                        Inc.'s Prime Rate.  SunTrust  Bank's 
                                        Prime Rate is currently 8.25%.

                                        Prime Rate is defined  as the  annual  
                                        interest  rate announced by SunTrust  
                                        Bank,  Inc. from time to time, as the  
                                        prime  rate  (which  interest  rate is 
                                        only a bench  mark,  is  purely  
                                        discretionary  and  is  not necessarily 
                                        the best or lower rate charged borrowing
                                        customers of any  subsidiary  bank of
                                        SunTrust Banks Inc.) Any such change  
                                        in  prime  rate  shall  be effective at 
                                        the beginning business day on which such
                                        change  is  announced;  provided
                                        however,  that  the interest  rate 
                                        charged  hereunder  shall never exceed
                                        the maximum rate allowed, from time to
                                        time, by law.

Fee:                                    $500.00

Financial Covenants:                The financial loan covenants are as follows:
                                          Minimum Current Ratio        1.25:1.00
                                          Minimum Working Capital      $250,000
                                          Minimum Interest Coverage    1.50:1.00
                                          Minimum Tangible Net Worth   $900,000
                                          Maximum Debt/Net Worth       1.0:1.0

                                        The loan  covenants  will be tested
                                        on a monthly basis.

Special Conditions:                     1) The line of credit must be rested for
                                           thirty (30) consecutive days.

                                        2) The company will not be restricted 
                                           from  distributions,  dividends,
                                           intercompany loans, other capital  
                                           withdrawals,  and management fees
                                           to  Ashton  Technology  Group,  Inc. 
                                           as  long  as  there  is not an
                                           outstanding balance on the line of 
                                           credit.

                                           In the event that there is an
                                           outstanding balance, the company will
                                           be restricted from distributions,  
                                           dividends, intercompany loans, other
                                           capital withdrawals, and management  
                                           fees to Ashton Technology Group, Inc.
                                           without the bank's written consent, 
                                           which will not be unreasonably 
                                           withheld.

                                           The actual language detailing the 
                                           parameters of this covenant will be
                                           drafted by the legal counsel 
                                           identified above, and will become a
                                           modification of the existing loan
                                           agreement. A draft of the language 
                                           will be made available to you.

                                           3) The  Borrower is to maintain 
                                              primary deposit relationship with
                                              SunTrust Bank, Central Florida, 
                                              National Association.

Reporting Requirements:                    The borrower agrees to provide the 
                                           Bank with the following information:

                                           1) Annual Basis:
                                               Audited CPA financial statements
                                               with attached within 90 days of 
                                               year end, or consolidated 
                                               financial statements whose 
                                              supplemental information includes 
                                               CSI, Inc. as a separate entity.
                                           2) Monthly Basis: (within 30 days of 
                                              month end)
                                                Compiled Financial Statements
                                                Accounts Receivable Aging Report
                                                Accounts Payable Aging Report
                                                Backlog Report
                                                Contract Status

Legal:                                     Any and all  closing  costs including
                                           attorney's fees will be borne by the
                                           Borrower.

Lender's Counsel:                          Curtis R. Mosley
                                           Address: 1221 East New Haven Ave.
                                                    Melbourne, FL  32901
                                           Telephone:        (407) 984-3842

Event of Default:                          A default under this commitment shall
                                           constitute a default under the loan  
                                           documents and shall immediately 
                                           relieve SunTrust from any obligations
                                           it may have to the commitment or the
                                           loan  documents, and shall entitle
                                           the Bank, at its discretion, and
                                           upon  giving notice of default to
                                           Borrower, to charge an interest rate
                                           equivalent to the maximum allowed
                                           by law.

Intent of Parties:                         It is the mutual intent of all 
                                           parties to this transaction that the
                                           terms and conditions of this
                                           commitment letter shall survive the
                                           loan closing.

Funding on  the  Line:                     The bank has no obligation to fund  
                                           the line if there is a covenant  
                                           violation or required reports are not
                                           received.

If the above terms and conditions are acceptable to you please sign as indicated
and return the original to my attention.

Please be advised that the Bank's  commitment will expire September 12, 1996 and
you should sign,  date,  and return the  original to my attention  prior to that
date for it to be effective. The loan should close within ten (10) business days
of acceptance of this commitment.

As your new  account  officer I plan to provide  you with the  highest  level of
service.  I appreciate this opportunity to provide financing and look forward to
working with you and your company. Please do not hesitate to call me at 676-1107
with any questions or requests in regard to your banking relationship.

Sincerely,


/s/ Phillip Hayes
Phillip Hayes
Business Banking Officer


BORROWERS:

Computer Science Innovations, Inc.


/s/ George M. Milligan                Date:  5 Sept. 96
------------------------------------        -----------
George M. Milligan, President


/s/ Susanne L. Cavadeas                       9/5/96





<PAGE>



-------------------------------------------------------------------------------
                           Borrowing Base Certificate
-------------------------------------------------------------------------------

                       Computer Science Innovations, Inc.
                     Accounts Receivable Month Ended _______



                                                      "A"              "B"
=============================================== =============== ================

Total Account Receivable less than or equal to 
90 days excluding direct assignments:           ________


Total Direct Assigned and Acknowledged Account  
Receivable less than or equal to 90 days:                        ________


Less:    Bonded Account Receivable              ________         ________
         Non-assigned Government Receivable     ________         ________

Total Eligible Accounts Receivable:             ________

Total Eligible Direct Assigned Receivable:                       ________

Borrowing Limit Percentage:                        80%              90%
                                                --------         --------

Borrowing Base (A or B Cannot Exceed $500,000)  ________         ________

Less Current Balance of Line:                   ________         ________

Amount Available:                               ________         ________

Total Amount Available (A + B):                         ________




/s/ George Milligan
George Milligan, President              Date




<PAGE>


                           LOAN AGREEMENT MODIFICATION

         THIS AGREEMENT, made and entered into this 5th day of September,  l996,
by and between COMPUTER SCIENCE  INNOVATIONS,  INC.,  hereinafter referred to as
"COMPANY",  and SUNTRUST BANK,  CENTRAL FLORIDA,  NA formerly known as SUN BANK,
NATIONAL ASSOCIATION, hereinafter referred to as "BANK".

                              W I T N E S S E T H:

         WHEREAS,  on January  8, 1991,  COMPANY  and BANK  entered  into a loan
agreement  which provided for the COMPANY to borrow from the BANK the sum of ONE
MILLION AND 00/100  ($1,000,000.00)  DOLLARS in a revolving line of credit as an
operating line; and

         WHEREAS, this revolving line of credit has been modified on several
occasions by the parties; and

         WHEREAS, the current revolving line of credit is ONE HUNDRED FIFTY FIVE
THOUSAND  AND 00/100  ($155,000.00)  DOLLARS and COMPANY has  requested  BANK to
increase  the line of credit from ONE  HUNDRED  FIFTY FIVE  THOUSAND  AND 00/100
($155,000.00)  DOLLARS to FIVE HUNDRED THOUSAND AND 00/100 ($500,000.00) DOLLARS
and BANK has agreed to such  increase  upon the terms and  conditions  set forth
below.

         NOW THEREFORE, in consideration of the mutual covenants and promises of
the  parties  and  other  good  and  valuable   consideration  the  receipt  and
sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

         1.      The foregoing recitals are true and incorporated herein by 
                 reference.

         2.      The revolving line of credit  referred to as Loan "A" as 
                 described in the loan agreement of January 8, 1991, as
                 modified,  is hereby  increased from ONE HUNDRED FIFTY FIVE 
                 THOUSAND AND 00/100 ($155,000.00)  DOLLARS to FIVE HUNDRED
                 THOUSAND AND 00/100 ($500,000.00)  DOLLARS. The interest
                 rate shall be SunTrust Bank, Inc's,  prime rate, fully 
                 floating.  SunTrust Bank, Inc's, prime rate is currently 8.25%.
                 Prime rate is defined as the annual  interest rate announced 
                 by SunTrust  Bank,  Inc, from time to time as the prime rate 
                 (which  interest rate is only a benchmark,  is purely  
                 discretional and is not necessarily the best or lower rate 
                 charged  borrowing  customers of any subsidiary bank of 
                 SunTrust Bank, Inc).  Any such change in prime rate shall be 
                 effective at the  beginning of the  business day in which such
                 change is  announced;  provided  however, that the interest 
                 rate charged  hereunder shall never exceed the maximum rate 
                 allowed,  from time to time, by law. Monthly payments of 
                 interest only shall be due and payable to BANK by COMPANY. 
                 The principal balance and accrued interest of the line of 
                 credit shall be due on demand.

         3.       The  outstanding  principal  balance of the line of credit 
                  shall be reduced to ZERO ($0.00) for a period of thirty (30)
                  consecutive  days each year.

         4.       Advances on the line of credit will be governed by a borrowing
                  base to include  eighty (80%)  percent of accounts  receivable
                  less  than  ninety  (90)  days,   excluding   bonded  and  non
                  assigned/acknowledged  government  receivables.  The borrowing
                  base   will   include   ninety   (90%)   percent   of   direct
                  assigned/acknowledged U.S. Government contracts.

         5.       The financial loan covenants are as follows:

                  a.       Minimum Current Ratio           1.25:1.00

                  b.       Minimum Working Capital         $250,000.00

                  c.       -Minimum Interest Coverage      1.50:1.00

                  d.       Minimum Tangible Net Worth      $900,000.00

                  e.       Maximum Debt/Net Worth          1.0:1.0

         The loan covenants will be tested on a monthly basis.

         6.       COMPANY acknowledges and agrees that BANK has no obligation to
                  make any  disbursements  on the line of credit if any covenant
                  violations  exist or required reports are not received by BANK
                  as set forth in the loan agreement, as modified.

         7.       So long as this line of credit is not in default  and there is
                  not an  outstanding  balance  on  this  line of  credit,  then
                  COMPANY  will not be  restricted  from  making  distributions,
                  paying  dividends,  making  intercompany  loans,  making other
                  capital  withdrawals,  and  paying  management  fees to Ashton
                  Technology  Group,  Inc.  In the  event  that  this loan is in
                  default  or there  is an  outstanding  balance  on the line of
                  credit, then COMPANY covenants and agrees that it will not pay
                  to Ashton Technology Group, Inc., any distributions, dividends
                  or management fees and it will not make any intercompany loans
                  or other capital withdrawals to Ashton Technology Group, Inc.,
                  without  BANK's prior written  consent which consent shall not
                  be unreasonably withheld.

         8.       COMPANY shall maintain its primary deposit relationship with 
                  SunTrust Bank, Central Florida, NA.

         9.       COMPANY covenants and agrees to provide BANK with the 
                  following financial information:

                  a.       COMPANY  will  submit  year end  unqualified  audited
                           financial  statements prepared by a CPA acceptable to
                           the BANK for the COMPANY,  within ninety (90) days of
                           the end of the COMPANY'S  fiscal year or consolidated
                           financial  statements whose supplemental  information
                           includes CSI, Inc. as a separate entity.

                  b.       COMPANY  shall submit to the BANK on a monthly  basis
                           within  thirty  (30)  days of the  end of each  month
                           compiled financial  statements,  accounts  receivable
                           aging report, accounts payable aging report, back-log
                           report and contract status report.

                  All  financial  statements  shall be in form and  substance as
                  reasonably requested by the BANK.

         10.      SunTrust Bank,  Central  Florida,  NA is  substituted  for Sun
                  Bank, National  Association,  in the loan agreement of January
                  8, 1991, and any reference in the loan agreement, as modified,
                  to Sun Bank,  National  Association,  shall be  deleted in its
                  entirety  and  SunTrust  Bank,  Central  Florida,  NA shall be
                  substituted therefore.

         11.      For the  purpose  of  giving  notice as  provided  in the loan
                  agreement,  as modified,  the  addresses  COMPANY and BANK are
                  hereby  changed  as  follows:  COMPUTER  SCIENCE  INNOVATIONS,
                  INC.,1235 Evans Road, Melbourne,  FL 32904; and SUNTRUST BANK,
                  CENTRAL  FLORIDA,   NA,  100  Rialto  Place,   Melbourne,   FL
                  32901-3085.

         12.      COMPANY shall designate as additional  loss payee on 
                  appropriate  hazard  insurance and flood  insurance,  if 
                  applicable,  the BANK as follows:
                  SUNTRUST BANK, CENTRAL l FLORIDA, NA, its successors and/or
                  assigns, 100 Rialto Place, Melbourne, FL 32901-3085 Attn:
                  Commercial Loans.

         13.      All  other  terms,  provisions  and  conditions  of  the  loan
                  agreement  of January 8, 1991,  as  modified,  shall remain in
                  full force and effect and unchanged by this agreement,  except
                  as set forth herein, and the parties hereto covenant and agree
                  to comply therewith.

         14.      By the execution of this agreement,  COMPANY hereby  covenants
                  and agrees  that the loan  agreement  of  January 8, 1991,  as
                  modified,  is a valid binding  agreement that is in full force
                  and  effect  and that  COMPANY  hereby  waives  any  defenses,
                  counter-claims   or  set-offs  of  whatever  nature,   to  the
                  enforcement  of the loan  agreement  of January  8,  1991,  as
                  modified.

         IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands
and seals this 5th day of September, 1996.


Signed, Sealed & Delivered
In the Presence of:

                                            COMPUTER SCIENCE INNOVATIONS, INC.,
/s/  Phil Hayes
Print Name: /s/ Phil Hayes                  By:   /s/ George Milligan
                                                 GEORGE H. MILLIGAN, President
/s/
Print Name:

                                            SUNTRUST BANK, CENTRAL FLORIDA, NA
/s/ George Milligan                         f/k/a SUN BANK, NATIONAL ASSOCIATION
Print Name: George Milligan                 
                                            By:   /s/ Phil Hayes
/s/
Print Name:






<PAGE>

                                                            Renewal
SUNTRUST REVOLVING LINE OF CREDIT                           Promissory Note
$500,000.00                                                 September 5, 1996
         The  undersigned  (whether  one or more  hereinafter  called  "Maker"),
jointly and severally,  promise(s) to pay to the order of SunTrust Bank, Central
Florida,  National Association/Fka Sun Bank, National Association (herein called
"Bank") at its offices located at Cocoa Florida,  Five Hundred  Thousand Dollars
and No/100 Dollars ($500,000.00), together with interest from the date hereof at
the rate hereinafter provided, and applicable fees in the following manner.
Repayment Schedule:
|_|  Single Payment         Principal Due in Full On:
                            Interest Payable:
|_|  Installment Payment    (including interest):  In __________ --------------
                                                       (No.)         (Period)
                            Installments  of  $_________________,  commencing on
                            _____________________,  19____,  and on the same day
                            of   each   successive   _____________   thereafter,
                            together with a FINAL PAYMENT of $______________ due
                            and payable on _________________________, 19_____.
|_|  Installment Payment    (plus interest):__________________
                                                  (No.)
                            Principal   installments   of   $___________,   plus
                            interest,  commencing on  ___________,  19__, and on
                            the   same  day  of  each   successive   ___________
                            thereafter,   together   with  a  FINAL  PAYMENT  of
                            $___________,  plus accrued interest due and payable
                            on ______________, 19__.
|_|  Multiple Payment       Principal and interest are payable as
                            follows:__________________________________________
                            ==================================================
|X|  ON DEMAND              Principal payable ON DEMAND with interest payable
                            Monthly commencing on October 5, 1996 and each 
                            Month thereafter.
|_|  Prepayment Right       Bank shall have the absolute and unconditional  
                            right, at its sole discretion,  to require Maker to
                            pay the entire  loan  balance,  along with  accrued 
                            unpaid  interest at any time after the  sixty-first 
                            (61st)  month from the note date.  If the bank  
                            elects to exercise such right of payment,  Bank will
                            provide Maker ninety (90) days prior  written notice
                            of its intention to demand payment.  If Bank does 
                            not exercise such right of payment, the loan balance
                            outstanding, along with accrued unpaid interest is 
                            due and payable on the one hundred twentieth (120th)
                            installment.
                            The Interest  Rate Is As Follows:  
                            |_| If checked  here,  the interest rate provided 
                            herein shall be computed on the basis of a 365 day 
                            year and shall be  calculated for the actual number 
                            of days elapsed.  If not checked,  the interest rate
                            shall be  computed  on the  basis of a 360 day year 
                            and shall be  calculated  for the actual number of 
                            days elapsed.

     Variable Interest Rate
|_| Not Applicable

|X| Applicable,  provided however that the interest rate charged  hereunder
shall never exceed the maximum rate allowed,  from time to time, by law. If this
loan is for a  consumer  purpose  and is  secured  by a  dwelling,  the  maximum
interest  rate  charged  will  never  exceed  18% per annum or the  state  usury
ceiling,  whichever is less.  If  applicable,  the interest  rate stated  herein
shall,  from time to time,  automatically  increase  or  decrease so that at all
times it shall be equivalent to (check appropriate box and complete): 0.00% over
the annual interest rate announced by SunTrust Banks of Florida, Inc., from time
to time, as the prime rate (which  interest rate is only a bench mark, is purely
discretionary  and is not necessarily the best of lowest rate charged  borrowing
customers of any subsidiary bank of Sun Banks,  Inc.).  Any such change in prime
rate will increase or decrease your periodic  interest  payments.  Any change in
prime rate shall be effective at the beginning of the business day on which such
change       is        announced;        or,        _____%        over       the
____________________________________________________________
------------------------------------------------------------------------------

FIXED RATE              |_| Applicable at _____% per annum, simple interest.    
LATE CHARGE FEE         |X| Not Applicable.
SERVICE FEE                 If a payment is late,  you may charge 5% of such
                            payment as a late  charge.  A payment which is not 
                            received on the due date shall be deemed late.
                            A  service  fee of the  lesser of  
                            $50.00 or 2 percent of the  principal  amount of
                            this loan will be charged.  The service fee charge
                            will not be refunded in the event of prepayment.
ADDITIONAL FEES             The Bank may charge  various  additional  fees
                            for servicing or processing  the loan.  The name of
                            the fee shall describe the work performed.
         In the event any  installment  of  principal  or  interest  or any part
thereof  is not  paid  when it  becomes  due,  or in the  event  of any  default
thereunder,  the  principal sum remaining  unpaid  hereunder,  together with all
accrued and past due interest  thereon,  shall  immediately  and without  notice
become due and payable at the election of the holder at any time thereafter.

     Notwithstanding  any rate of interest provided herein, the interest rate on
any payment or payments of principal or interest, or any part thereof,  which is
not made when due shall,  thereafter,  be at the maximum rate allowed, from time
to time, by law.  Minimum of $10.00 on any single  payment loan or $15.00 on any
installment  loan  will be  charged.  This  note is |X|  SECURED  |_|  UNSECURED
(Notwithstanding   the  fact  that  this  note  is  marked  'unsecured',   Maker
understands  and agrees that any other  security  Interest the Bank now holds or
may hereafter  acquire from the Maker may secure this note).

     As security  for the  payment of this note Maker has  pledged or  deposited
with  Bank and  hereby  grants  to Bank a  security  interest  in the  following
property: 1st lien on all accounts receivable, inventory and equipment now owned
and hereafter acquired as further described in Security  Agreements dated 9-5-96
and various  Government  Contracts as further described in Exhibit "B" attached.
(Including all cash,  stock and other  dividends and all rights to subscribe for
securities  incident to,  declared,  or granted in connection with such property
and  including any returned or unearned  premiums  from any  insurance  financed
hereunder),  which  property,  together  with all  additions  and  substitutions
hereafter  pledged  or  deposited  with  Bank  is  called  the  Collateral.  The
Collateral  is also  pledged as  security  for all other  liabilities  (primary,
secondary, direct, contingent, sole, joint, or several), due or to become due or
which may be hereafter  contracted or acquired,  of each Maker  (including  each
Maker  and  any  other  person)  to  Bank  and  for   renewals,   extensions  or
modifications  of this  note.  The  surrender  of this  note,  upon  payment  or
otherwise,  shall not affect the right of Bank to retain the Collateral for such
other  liabilities.  Lender  may  request  periodically  as it deems  necessary,
complete  and current  financial  statements,  balance  sheets,  profit and loss
statements,  and cash flow information for Maker and Cosigner. Maker understands
and agrees that the jury waiver, the additional agreements and provisions on the
reverse side hereof, hereby incorporated by reference,  constitute agreements of
the Maker and a part of this note.  Maker  acknowledges  receipt of a  completed
copy                     of                      this                      note.
--------------------------------------------------------------------------------
Notice to Cosigner:  You are being asked to guarantee this debt. Think carefully
before you do. If the Borrower  doesn't pay the debt,  you will have to. Be sure
you  can   afford  to  pay  if  you  have  to,  and  that  you  want  to  accept
responsibility.

     You may have to pay up to the full amount of the debt if the borrower  does
not pay. You may also have to pay late fees or collection costs,  which increase
this                                                                     amount.

     The Bank can  collect  this debt from you without  first  trying to collect
from the borrower, The Bank can use the same collection methods against you that
can be used against the borrower, such as suing you, garnishing your wages, etc.
If this  debt is ever in  default,  that fact may  become a part of your  credit
record.

This  notice  is  not  the  contract   that  makes  you  liable  for  the  debt.
-------------------------------------------------------------------------------
Address:1235 Evans Road            COMPUTER  SCIENCE  INNOVATIONS,  Inc.
        Melbourne,  FL 32904-2314  By:  /s/  George E.  Milligan  (Seal)  9-5-96
                                        George  E.  Milligan, President   Date

                                       By: /s/ Susanne L. Cavadeas (Seal) 9-5-96
                                                                           Date
==============================================================================
This space for Bank records only
_______________   _____Renewal______   _______________    ____$500,000.00______
                       -------                                ------------
   Proceeds         Document Stamps      Other Charges         Note Amount
____________481   _______26_________   __1800455903___    _____________________
Officer Initials #   Note Number        Account Number         Service Fee

          If the variable  interest rate is not  applicable  and if this note is
payable on demand, Bank reserves, and is hereby granted the right, to adjust the
interest rate from time to time by furnishing  Maker with any written  notice of
such adjusted rate,  provided  however,  that no such adjusted rate shall exceed
the maximum rate allowed, from time to time, by law.
         Additions  to,  reductions or exchanges  of, or  substitutions  for the
Collateral,  payments on account of this note or  increases of the same or other
loans made  partially or wholly upon the  Collateral,  may from time to time, be
made without affecting the provisions of this note.
         If the Bank deems itself insecure,  or upon the happening of any of the
following  events,  each of which  shall  constitute  a default  hereunder,  all
liabilities of each Maker to Bank shall  thereupon or thereafter,  at the option
of the Bank,  without notice or demand,  become due and payable:  (a) failure of
any Obligor (which term shall mean and include each Maker, endorser,  surety and
guarantor  of this note) to perform  any  agreement  hereunder  to pay  interest
hereon  when  due or  requested  or  demanded  or to  pay  any  other  liability
whatsoever to Bank when due; (b) the death of any Obligor; (c) the filing of any
petition under the Bankruptcy Code, or any similar federal state statute,  by or
against any Obligor; (d) an application for the appointment of a receiver or the
making  of a  general  assignment  for  the  benefit  of  creditors  by,  or the
insolvency of any Obligor;  (e) the entry of a judgment against any Obligor; (f)
the issuing of any writ of attachment or writ of  garnishment,  or the filing of
any lien,  against the property of any Obligor;  (g) the taking of possession of
any  substantial  part of the  property  of any  Obligor at the  instance of any
governmental  authority;  (h)  the  dissolution,   merger,   consolidation,   or
reorganization of any Obligor;  (i) the assignment of any Maker of any equity in
any of the Collateral without the written consent of Bank.
         Bank is  hereby  given  a lien  upon  and a  security  interest  in all
property of each Maker now or at any time hereafter in the possession of bank in
any capacity  whatsoever,  including  but not limited to any balance or share of
any deposit,  trust,  or agent account as security for the payment of this note,
and a similar lien upon the security interest in all such property of each maker
as  security  for the  payment  of all other  liabilities  of each Maker to Bank
including  liabilities of each Maker and any other person);  and Bank shall have
the same rights as to such property as it has with respect to the Collateral.
         If Bank deems  itself  insecure or upon the  occurrence  of any default
hereunder  Bank shall have the  remedies  of a secured  party  under the Uniform
Commercial  Code and,  without  limiting the generality of the  foregoing,  Bank
shall have the right,  immediately  and without further action by it, to set off
against this note all money owed by Bank in any capacity to each or any Obligor,
whether or not due,  and also to set off against all other  liabilities  of each
maker to bank all money owed by Bank in any  capacity to each or any Maker;  and
Bank shall be deemed to have  exercised such right of set-off and to have made a
charge  against any such money  immediately  upon the occurrence of such default
even though such a charge is made or entered on the books of the bank subsequent
thereto. Unless the Collateral is perishable or threatens to decline speedily in
value or is of a type  customarily  sold on a recognized  market,  the Bank will
give Maker reasonable notice of the time and place of any public sale thereof or
of the time  after  which any  private  sale or any other  intended  disposition
thereof is to made. The  requirement  of reasonable  notice shall be met if such
notice is mailed, postage prepaid, to any Maker at the address given below or at
any other  address  shown on the records of the Bank,  at least five days before
the time of the sale or disposition.  Sale at a wholesale  dealers' auction is a
commercially  reasonable  disposition.  Upon disposition of any Collateral after
the  occurrence of any default  hereunder,  Maker shall be and remain liable for
any deficiency;  and Bank shall account to Maker for any surplus, but Bank shall
have the right to apply all or any part of such  surplus (or to hold the same as
a reason  against) any and all other liability of each or any Maker to Bank. The
obligors, jointly and severally, promise and agree to pay all costs and expenses
of collection  and  reasonable  attorney's  fee,  including  costs  expenses and
reasonable  attorneys'  fees on appeal,  if  collected by legal  proceedings  or
through an attorney at law,  Maker hereby waives any right to a trial by jury in
any civil action arising out of, or based upon, this note or the Collateral.
         Bank shall exercise  reasonable care in the custody and preservation of
the Collateral to the extent required by applicable statute, and shall be deemed
to have  exercised  reasonable  care if it takes such action for that purpose as
Maker shall  reasonably  request in  writing,  but no omission to do any act not
requested by maker shall be deemed a failure to exercise reasonable care, and no
omission to comply with any request of Maker shall of itself be deemed a failure
to exercise reasonable care. Bank shall not be bound to take any steps necessary
to preserve any rights in the  Collateral  against prior parties and maker shall
take all necessary steps for such purposes. Bank or its nominee need not collect
interest on or  principal of any  Collateral  or give any notice with respect to
it.
         If the  Collateral  shall at any time  become  unsatisfactory  to Bank,
Maker shall within one day after demand  pledge and deposit with Bank as part of
the Collateral additional property which is satisfactory to Bank.
         Bank shall have the right,  which may be  exercised at any time whether
or not this note is due,  to  notify  the  Obligors  on any  Collateral  to make
payment to bank on any  amounts due to become due  thereon.  In the event of any
default  hereunder,  Bank shall  thereafter  have,  but not be  limited  to, the
following  rights;  (i) to pledge or transfer this note and the  Collateral  and
bank shall  thereupon be relieved of all duties and  responsibilities  hereunder
and  relieved  from any and all  liability  with  respect to any  Collateral  so
pledged or  transferred,  and any pledgee or  transferee  shall for all purposes
stand in the  place of the Bank  hereunder  and have all the  rights of the bank
hereunder,  (ii) transfer the whole or any part of the Collateral  into the name
of itself or its nominee, (iii) to vote the Collateral; (iv) to demand, sue for,
collect,  or make any compromise or settlement it deems desirable with reference
to the Collateral; and (v) to take control of any proceeds of Collateral.
         I HEREBY CONSENT TO THE ATTACHMENT OR GARNISHMENT OF MY EARNINGS..
         No  delay  or  omission  on the part of Bank in  exercising  any  right
hereunder  shall operate as a waiver of such right or any other right under this
note,  Presentment,  demand,  protest, notice of dishonor, and extension of time
without notice are hereby waived by each and every Obligor.  Any notice to Maker
shall be  sufficiently  served for all  purposes if placed in the mail,  postage
prepaid,  addressed to or left upon the premises at, the address  shown below or
any other address shown on the Bank's records.
         I waive any and all privilege and rights which I may have under Chapter
47, Florida  Statutes,  relating to venue,  as it now exists or may hereafter be
amended:  I agree  that any  action  shall be brought in the County in which the
Bank's business  office is located as designated  above or at which the loan was
closed.
      JURY WAIVER:  MAKER AND BANK HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY,
AND IRREVOCABLY  WAIVE THE RIGHT OF EITHER OF THEM MAY HAVE TO A TRIAL BY
JURY IN RESPECT TO ANY LITIGATION, WHETHER IN  CONTRACT OR TORT,  AT LAW OR 
IN EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENTS  CONTEMPLATED TO BE EXECUTED 
IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER  VERBAL OR WRITTEN) OR ACTIONS OF ANY PART HERETO.  THIS  PROVISION IS 
A MATERIAL INDUCEMENT FOR BANK ENTERING INTO THIS AGREEMENT. FURTHER, MAKER
HEREBY CERTIFIES THAT NOR REPRESENTATIVE OR AGENT OF BANK NOR THE BANK'S COUNSEL
HAS REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT BANK WOULD NOT, IN ANY EVENT OF
SUCH  LITIGATION,  SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
NO  REPRESENTATIVE  OR AGENT OF THE BAN NOR BANK'S  COUNSEL HAS THE AUTHORITY TO
WAIVE, CONDITION, OR MODIFY THIS PROVISION.
-------------------------------------------------------------------------------
                                    GUARANTY
-------------------------------------------------------------------------------

          In addition  to the  liability  as  endorsers,  which the  undersigned
hereby  assumes,  for value  received  and  intending to be legally  bound,  the
undersigned  (and if more than one,  each of them  jointly  and  severally)  (a)
hereby become surety to the payee of the within note, it  successors,  endorsees
and  assigns,  for the  payment  of the within  note and hereby  unconditionally
guarantee the payment of the within note and all extensions or renewals  thereof
and all sums payable under or by virtue thereof including,  without  limitation,
all amounts of principal  and interest  and all expenses  (including  attorney's
fees) incurred in the collection  thereof,  the enforcement of rights thereunder
or with respect to any security therefor and the enforcement  hereof,  and waive
presentment,   demand,  notice  of  dishonor,  protest  and  all  other  notices
whatsoever;  and (b) consent and agree (i) that all or any of the Collateral may
be exchanged,  released,  surrendered  or sold from time to time,  (ii) that the
payment  of the note,  or any of the  liabilities  of the Maker  thereof  may be
extended or said notice renewed any number of times and for any period  (whether
or not longer than the original  period of said note),  (iii) that the holder of
said note may grant any releases,  compromises  or  indulgences  with respect to
said note or any extensions or renewals  thereof or any security  therefor or to
any party liable  thereunder or hereunder  (including but not limited to failure
or refusal to exercise  one or more of the rights or  remedies  provided by said
note),  and (iv) that any of the  provisions  of said note may be modified;  all
without  notice to or consent of and  without  affecting  the  liability  of the
undersigned as endorsers and sureties, and further consent and agree that any of
the  undersigned may be sued by the holder hereof with or without joining any of
the  other   endorsers   or  makers   of  said   note  and   without   first  or
contemporaneously  suing  any  such  other  persons,  or  otherwise  seeking  or
proceeding  to  collect  from  them  or  any  of  them,  and  without  first  or
contemporaneously  undertaking  to  enforce  any  rights  with  respect  to  any
security.
--------------------------------------------------------------------------------
The  undersigned  acknowledges  having received and read the NOTICE TO CO-SIGNOR
appearing          on         the         reverse          side          hereof.
-------------------------------------------------------------------------------
______________________________(Date)      ________________________________(Seal)
______________________________(Date)      ________________________________(Seal)
______________________________(Date)      ________________________________(Seal)
Florida Documentary Stamp Tax Required by law in the amount of $________________
Has Been Paid or Will be Paid Directly to The Department of Revenue. Certificate
of                     Registration                      #______________________

-------------------------------------------------------------------------------
                          SUPPLEMENT TO COMMERCIAL NOTE
-------------------------------------------------------------------------------

         That certain  Commercial Note(s) dated September 5, 1996, in the amount
of $500,000.00 herewith is supplemented by adding the following:

         The  actual  principal  balance  due the bank at any given date will be
determined not by the face amount of the note or notes  referred to herein,  but
by the amount actually advanced by the Bank to Borrower,  plus interest thereon,
less any sums  collected  by Bank in payment of  interest  and in  reduction  of
principal of the loan or loans presented by such note or notes.

         The  Borrower  will  promptly pay the full amount of all taxes of every
nature and kind, including, but without limitation,  documentary stamp taxes and
intangible  personal  property  taxes,  that may be levied,  assessed or payable
upon, because of, or in respect of this agreement,  the promissory note or notes
executed or to be executed in connection herewith,  and shall indemnify the Bank
and save and keep Bank free and  harmless  from the  payment of the same and all
costs and penalties connected therewith;  provided,  however,  that the terms of
this  paragraph  shall  not be  construed  as  imposing  upon the  Borrower  any
obligation  to pay any  income tax  payable  by Bank on  account of any  taxable
income received by it on account of this agreement.

DATED THIS 5TH DAY OF SEPTEMBER, 1996.



Signed, sealed and delivered in the presence of:

WITNESS:                                      Computer Science Innovations, Inc.


By: /s/ Phil Hayes                            By:/s/ George Milligan
                                                 George E. Milligan, President

                                              By:Susanne L. Cavadeas

WITNESSES:                                       SunTrust Bank, Central Florida,
                                                 National Association, fka Sun
                                                 Bank National Association


By:    _______________________                By:/s/ Phil Hayes
                                                 Phil Hayes
                                                 Business Banking Officer





<PAGE>

SUNTRUST                                          Security Agreement
                                                  (Equipment and Consumer Goods)

---------------------------
      Contract No.

   Computer Science Innovations, Inc.                                (and if
        (Name(s) of Borrower(s))

more than one, each of them jointly and severally, hereinafter called"Borrower",
of    125 Evans Road
     (No. and Street)

     Melbourne           Brevard          Florida     , for value received and
       (City)           (County)          (State)

intending to be legally bound, hereby grants to  SunTrust Bank, Central Florida,
National Association fka Sun Bank,  National  Association,  Cocoa,  Florida,  
    (Name of Secured Party)

hereinafter called "Secured Party", a security interest in the following
property

------- ------ ------------ -------------- ------------ -------------- ---------
               Manufacturer
New or  Year     or Make    Description of Model Number Manufacturer's
Used    Model  (Trade Name)   Collateral    or Series    Serial No.
------- ------ ------------ -------------- ------------ -------------- ---------
------- ------ ------------ -------------- ------------ -------------- ---------

------- ------ ------------ -------------- ------------ -------------- ---------
------- ------ ------------ -------------- ------------ -------------- ---------

------- ------ ------------ -------------- ------------ -------------- ---------
------- ------ ------------ -------------- ------------ -------------- ---------

------- ------ ------------ -------------- ------------ -------------- ---------
------- ------ ------------ -------------- ------------ -------------- ---------

------- ------ ------------ -------------- ------------ -------------- ---------
------- ------ ------------ -------------- ------------ -------------- ---------



         1st lien on all accounts  receivable,  inventory,  and  equipment:  now
         owned and  hereafter  acquired  as further  described  in  Exhibit  "A"
         attached,  and various  Government  Contracts  as further  described in
         Exhibit "B" attached.

together  with all  increases,  parts,  fittings,  accessories,  equipment,  and
special  tools now or  hereafter  affixed to any or any part  thereof or sued in
connection  with any thereof,  and all  replacements  of all or any part thereof
plus any  returned  or  unearned  premiums  from any  insurance  financed by the
Secured Party in conjunction  with this transaction (all of which is hereinafter
called  "Collateral"),  to secure  the  payment  of a  promissory  note or notes
executed by Borrower in the amount of:

Five  Hundred  Thousand  Dollars  and  No/100 - - - - - - - - - - - - -  Dollars
($500,000.00), of even date herewith, and any and all extensions,  modifications
or  renewals  thereof,  and also to secure the  performance  by  Borrower of the
agreements  hereinafter  set forth,  and all other  liabilities  or  obligations
(primary,  secondary,  direct,  contingent,  sole,  joint or several) due, or to
become due or which may be hereafter  contracted or acquired of each Borrower to
Secured Party (the foregoing hereinafter being called the "Liabilities").

         Borrower hereby warrants and agrees that

          1. (A) Borrower is the owner of he  Collateral  clear of all liens and
security interests except the security interest granted hereby; (b) Borrower has
the right and power to make this  Agreement;  and (c) The  Collateral is used or
acquired for use primarily  for the purpose  checked:  |_|  personal,  family or
household purposes;  |_| farm purposes; or |X| business purposes; and (d) if the
Collateral consists of "household goods" as defined in 12 C.F.R. 227.12(d) or if
otherwise  checked  here |_|  then the  Collateral  is being  acquired  with the
proceeds  of the loan  provided  for in or  secured by this  Agreement,  and the
proceeds  will be used for no  other  purpose,  ad  Borrower  hereby  authorizes
Secured  Party to  disburse  the  proceeds or any part  thereof  directly to the
seller of the Collateral or to the insurance agent or broker,  or both, as shown
on Secured Party's records.

         2.       (a) The Collateral will be kept at
                 (No. and Street)           (City)  (County) (State)
or if left  blank,  at the address  shown at the  beginning  of this  Agreement;
Borrower will promptly notify Secured Party of any change in the location of the
Collateral  within said state;  and Borrower will not remove the Collateral from
said state without the written  consent of Secured Party.  (b) If the Collateral
is  used or  acquired  for use  primarily  for  personal,  family  or  household
purposes, or for farm purposes, Borrower's residence in Florida is that shown at
the beginning of this  Agreement and Borrower will  immediately  notify  Secured
Party of any change in the location of said residence.

         3.       (a) If the Collateral is acquired or used  primarily for
business use and is of a type normally used in more than one state,  whether or 
not so used, and Borrower has a place of business in more than one state, the 
chief place of business of Borrower is _________________________________________
       (No. and Street)                          or, if left blank, is that
         ______________________ (City)                 (County)         (State)
shown at the beginning of this Agreement;  and Borrower will immediately  notify
Secured  Party in writing of any change in  Borrower's  chief place of business;
and (b) If certificates  of title are issued or outstanding  with respect to any
of the Collateral, Borrower will promptly cause the interest of Secured Party to
be properly  noted  thereon and deliver  such  certificates  of title to Secured
Party.

         4.       Borrower will defend the  Collateral  against the claims and 
demands of all persons,  other than Secured  Party,  at any time claiming the 
same or any interest therein.

         5. No  financing  Statement  covering  any  Collateral  or any proceeds
thereof is on file in any public office;  Borrower  authorizes  Secured Party to
file,  in  jurisdictions  where  this  authorization  will be  given  effect,  a
Financing  Statement  signed only by the Secured Party describing the Collateral
in the same manner as it is described herein; Borrower will from time to time at
the request of Secured Party,  execute one or more Financing Statements and such
other  documents (and pay the cost of filing or recording the same in all public
offices  deemed  necessary or desirable by the Secured  Party) and do such other
acts and things,  all as the Secured Party may request to establish and maintain
an enforceable  first priority  security interest in the Collateral (free of all
other liens and claims whatsoever) to secure the payment of the Liabilities.

         6.  Borrower will not (a) permit any liens or security  interest  other
than Secured Party's security interest, to attach to any of the Collateral;  (b)
permit any of the  Collateral to be levied  ________  under legal  process;  (c)
sell, transfer, lease, dismantle,  alter, modify, or otherwise dispose of any of
the  Collateral or any interest  therein,  or offer so to do,  without the prior
written consent of Secured Party; (d) permit anything to be done that may impair
the value of any of the  Collateral  or the security  intended to be afforded by
this  Agreement;  (e) permit the Collateral to be or become a fixture (and it is
expressly covenanted,  warranted and agreed, that the Collateral, and every part
thereof,  whether  affixed  to any realty or not,  shall be and remain  personal
property),  or to become an accession to other goods or property,  or (f) locate
Collateral  on any property  not owned or  controlled  by Borrower,  without the
prior written consent of the Secured Party.

         7.  Borrower  will (a) at all  times  keep the  Collateral  insured  in
amounts not less than the full insurable  value thereof,  against loss,  damage,
theft,  and such other  risks as Secured  Party may  require in such  companies,
under such policies, in such form and for such periods, as shall be satisfactory
to Secured Party,  and each such policy shall  provide,  by New York Standard or
Union Standard endorsement, that loss thereunder and proceeds payable thereunder
shall be payable to Secured  Party as its interest may appear (and Secured Party
may  determine)  and each such  policy  shall  provide  for a minimum of 10 days
written  cancellation  notice to Secured Party;  and each such policy shall,  if
Secured Party so requests, be deposited with Secured Party and Secured Party may
act as attorney for Borrower in obtaining,  adjusting,  settling,  and canceling
such  insurance and endorsing any drafts;  (b) at all times keep the  Collateral
free from any adverse lien, security interest,  or encumbrance and in good order
and repair and will not waste or destroy the Collateral or any part thereof, (c)
Borrower  shall be  obligated  to pay for the  placement  of any  Vendor  Single
Interest Insurance ("VSI"),  or any other similar type of insurance,  should the
Borrower  fail to  adequately  protect the  Collateral.  Should VSI or any other
insurance  be placed by the  Secured  Party,  then any  Earned  and/or  Unearned
Insurance  Premium  Refund will be  credited  to Borrower by the Secured  Party.
Should  the  Secured  Party  receive  any  compensation  for  Administrative  or
Experience Rated Refunds due to the placement and termination of such insurance,
such  compensation  and/or refund shall be paid to Secured  Party.  Any interest
earned  during the period of  placement  of such  insurance  may be  retained by
Secured Party.

         8. (a) Borrower  will not use the  Collateral  or permit the same to be
used in  violation  of any  statute,  law or  ordinance;  and Secured  Party may
examine and inspect the Collateral at any time,  wherever located,  (b) Borrower
will pay promptly when due all taxes and  assessments  on the  Collateral or for
its use of operation  or upon this  Agreement or upon any note or notes or other
writing evidencing the Liabilities, or any of them.

         9. At its options, Secured Party may discharge taxes, liens or security
interest or other  encumbrances  at any time levied or placed on the Collateral,
may pay for insurance on the  Collateral,  and may pay for the  maintenance  and
preservation  of the Collateral.  Borrower agrees to reimburse  Secured Party on
demand for any payment made, or any expense incurred, by Secured Party, pursuant
to the foregoing  authorization,  together with interest  thereon at the highest
lawful rate and each such payment and interest  thereon shall be secured by this
Security  Agreement.  Until default,  Borrower may have possession of Collateral
and use it in any lawful  manner not  inconsistent  with this  Agreement and not
inconsistent with any policy of insurance thereon.

         10.  Borrower  shall  be in  default  under  this  Agreement  upon  the
happening of any of the following events or conditions:  (a) failure or omission
to pay when due any Liability (or any installment  thereof or interest thereon),
or default in the payment or performance of any obligation, covenant, agreement,
or Liability contained or referred to therein; (b) any warranty, representation,
or statement  made or furnished to Secured Party by or on behalf of any Borrower
proves to have been false in any material  respect when made or  furnished;  (c)
loss, theft, substantial damage, destruction,  sale, or encumbrance to or of any
of the Collateral,  or the making of any levy, seizure, or attachment thereof or
thereon;  (d) any Obligor  (which term as used herein,  shall mean each Borrower
and each other Party primarily or secondarily or  contingently  liable on any of
the  Liabilities)  becomes  insolvent  or unable to pay debts as they  mature or
makes an assignment for the benefit of creditors,  or any proceeding  (including
any proceeding in  bankruptcy) is instituted by or against any Obligor  alleging
that such Obligor is insolvent or unable to pay debts as they mature;  (e) entry
of any judgment  against any  Obligor;  (f) death of an Obligor who is a natural
person,  or  of  any  partner  of  any  Obligor  which  is  a  partnership;  (g)
dissolution,  merger or consolidation,  or transfer of a substantial part of the
property of any Obligor which is a corporation or  partnership;  (h) appointment
of a receiver  for the  Collateral  or any part  thereof or for any  property in
which any  Borrower  has an interest;  (i) the  Collateral  is used by anyone to
transport  or store  goods  the  possession,  transportation  or use of which is
illegal.

         11. Upon the occurrence of any such default or at any time  thereafter,
or whenever the Secured Party feels insecure for any reason whatsoever,  Secured
Party may, at its option, declare all Liabilities secured hereby, or any of them
(notwithstanding  any provisions  thereof),  immediately due and payable without
demand or notice of any kind and the same thereupon shall immediately become and
be due and payable without demand or notice (but with such adjustments,  if any,
with  respect  to  interest  or  other  charges  as may be  provided  for in the
promissory note or other writing  evidencing such Liability),  and Secured Party
shall have and may exercise from time to time any and all rights and remedies of
a Secured  Party  under the Uniform  Commercial  Code and any and all rights and
remedies  available  to it under any other  applicable  law; and upon request or
demand of Secured Party, Borrower shall, at its expense, assemble the Collateral
and make it available to the Secured Party at a convenient  place  acceptable to
Secured  Party;  and Borrower  shall  promptly pay all costs of Secured Party of
collection of any and all liabilities,  and enforcement of any rights hereunder,
including reasonable  attorneys' fees and legal expenses.  Any excess or surplus
of  proceeds  of any  disposition  of any of the  Collateral  may be  applied by
Secured Party toward payment of such of the Liabilities,  without  marshaling of
assets and in such order of application,  as Secured Party may from time to time
elect.

         12. No waiver by Secured Party of any default shall operate as a waiver
of any other  default or of the same default on a future  occasion.  No delay or
omission on the part of Secured  Party in  exercising  any right or remedy shall
operate as a waiver thereof,  and no single or partial exercise by Secured Party
of any right or remedy shall preclude any other or further  exercise  thereof or
the  exercise  of any other  right or  remedy.  Time is of the  essence  of this
Agreement.  The  provisions of this  Agreement are cumulative and in addition to
the  provisions of any note secured by this  Agreement,  and Secured Party shall
have all the benefits, rights and remedies of and under any note secured hereby.
If more than one party shall execute this Agreement,  the term "Borrower"  shall
mean all parties  signing this  Agreement and each of them, and all such parties
shall be jointly and severally obligated hereunder provided,  however, if one of
the parties signing this Agreement has not executed the promissory note or notes
referred to herein,  said party shall have no personal  liability  under,  or in
conjunction with, said promissory note or notes. The singular pronoun, when used
herein,  shall  include the plural and the neuter shall  include  masculine  and
feminine.  If this  Agreement is not dated when  executed by the  Borrower,  the
Secured  Party is  authorized  without  notice  to the  Borrower,  to date  this
Agreement.  All rights of Secured Party  hereunder shall inure to the benefit of
its  successors  and assigns;  and all  Liabilities  of Borrower  shall bind the
heirs, executors, administrators, successors and assigns of each Borrower.

         13. This Agreement has been delivered in the State of Florida and shall
be  construed  in  accordance  with laws of  Florida.  Wherever  possible,  each
provision  of this  Agreement  shall  be  interpreted  in such  manner  as to be
effective and valid under applicable law, but if any provision of this Agreement
shall be prohibited by or invalid under  applicable law, such provision shall be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

         14.   BORROWER  AND  SECURED  PARTY  HEREBY   KNOWINGLY,   VOLUNTARILY,
INTENTIONALLY,  AND  IRREVOCABLY  WAIVE THE  RIGHT  EITHER OF THEM MAY HAVE TO A
TRIAL BY JURY IN RESPECT TO ANY LITIGATION,  WHETHER IN CONTRACT OR TORT, AT LAW
OR IN EQUITY,  BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT AND ANY OTHER  DOCUMENT OR INSTRUMENT  CONTEMPLATED  TO BE EXECUTED IN
CONJUNCTION  HEREWITH, OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO.  THIS PROVISION IS A
MATERIAL  INDUCEMENT  FOR SECURED PARTY ENTERING INTO THIS  AGREEMENT.  FURTHER,
BORROWER HEREBY CERTIFIES THAT NO  REPRESENTATIVE OR AGENT OF SECURED PARTY, NOR
THE SECURED  PARTY'S  COUNSEL,  HAS  REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT
SECURED PARTY WOULD NOT, IN THE EVENT OF SUCH  LITIGATION,  SEEK TO ENFORCE THIS
WAIVER  OF RIGHT TO JURY  TRIAL  PROVISION.  NO  REPRESENTATIVE  OR AGENT OF THE
SECURED  PARTY,  NOR  SECURED  PARTY'S  COUNSEL  HAS  THE  AUTHORITY  TO  WAIVE,
CONDITION, OR MODIFY THIS PROVISION.

         In Witness Whereof, this Agreement has been duly executed as of the
    5th               day of  September        , 19     96       .
 --------------------        ------------------    --------------

                                              Computer Science Innovations, Inc.

Signed, sealed and deliveed                   By:  /s/ George Milligan   (Seal)
in the presence of                                 George R. Milligan, President

/s/ Phil Hayes
                                              By:  /s/ Susanne L. Cavadeas
                                                      (Seal)
                                                                Borrower



                                              By:  ____________________   (Seal)





<PAGE>

---------------------------
       Contract No.
                               SECURITY AGREEMENT
                            (INVENTORY AND ACCOUNTS)

THIS ASSIGNMENT AND AGREEMENT made September 5, 1996, by and between SunTrust 
Bank, Central Florida, National Association fka Sun Bank, National Association
                (Name of Secured Party)

herein called "Bank", and

  Computer Science Innovations, Inc.
       (Name(s) of Borrower(s))

of  125 Evans Road          Melbourne        Brevard           Florida
  (Name and Street)          (City)          (County)          (State)

herein called "Borrower".

         In  consideration  of loans or  advances  made or to be made by Bank to
Borrower,  and for  other  value  received  by  Borrower,  the  parties  hereto,
intending to be legally bound, agree as follows:

         1. As used herein:  (a) "Account"  means an immediate  right to payment
for goods sold and for goods leased and for services  rendered,  or any of them,
and  includes  a right to payment  under a  contract  whether or not it has been
earned by performance.  "Qualified  Account" means an Account which has been due
less than  ________________________  days; (b) "Inventory"  means goods held for
sale or lease or being  processed for sale or lease in Borrower's  business,  as
now or hereafter conducted,  including all materials, goods and work in process,
finished goods, and other tangible property now owned or hereafter  acquired and
held for sale or  lease or  furnished  or to be  furnished  under  contracts  of
service or used or  consumed  in  Borrower's  business;  (c)  "Goods"  means all
articles of tangible personal property,  sold,  supplied,  or otherwise disposed
of, represented by an Account;  (d) "Purchaser" includes the buyer of goods from
Borrower,  the  customer  for which  services  have been  rendered or  materials
furnished  by Borrower,  or the party with whom  Borrower  has  contracted;  (e)
"Borrower"  includes  all  corporations  and  all  individuals   executing  this
agreement as parties hereto, and all members of a partnership when Borrower is a
partnership, each of whom shall be jointly and severally liable individually and
as partners  hereunder;  (f) "security  interest"  means an interest in property
which secures  payment or  performance  of an  obligation;  (g)  "liability"  or
"liabilities" includes all liabilities (primary,  secondary, direct, contingent,
sole, joint or several) due or to become due or that may be hereafter contracted
or acquired, of Borrower (including any Borrower and any other person) to Bank.

         2. Bank will from time to time hereafter lend Borrower, on the security
of Accounts and Inventory,  or any of them,  acceptable to Bank, such amounts as
Bank may determine  from time to time, at such rates of interest and payable and
on such  terms as Bank may from time to time  specify or  require,  and Bank may
require that such loans,  or any of them, be evidenced by one or more promissory
notes of the Borrower in form  satisfactory  to Bank. For the convenience of the
Borrower,  the Bank may make  loans  and  advances  to the  Borrower  under  any
promissory  note the  principal  face amount of which is in excess of the actual
unpaid principal balance at such time.

         3. As security  for the payment of all loans and advances now or in the
future  made  hereunder  and  for  all  Borrower's  liabilities,  including  any
extensions, renewals, or changes in form of any thereof, Borrower hereby assigns
to Bank  and  grants  to Bank a  security  interest  in:  (a) all  Accounts  and
Inventory owned by Borrower at the date of this agreement;  (b) all Accounts and
Inventory at any time  hereafter  acquired by Borrower;  and (c) all proceeds of
all such Accounts and inventory.

         4. So long as any liability to Bank is  outstanding,  Borrower will not
without the prior  written  consent of Bank  borrower form anyone except Bank on
the security of, or pledge or grant any security interest in, any Account or any
of Borrower's inventory to anyone except Bank, or permit any lien or encumbrance
to  attach  to any of the  foregoing,  or any  levy to be made  thereon,  or any
financing  statement  (except  Bank's  financing  statement)  to be on file with
respect thereto.

         5. Borrower  represents  and warrants that the location  where it keeps
the bulk of its  inventory  is at the address  specified in the preamble to this
agreement, unless a different address has been specified in the following space:

      (No. and Street) ______________ (City)            (County)         (State)

and that the office where it keeps its records concerning all of its Accounts is
at the address  specified in the preamble to this agreement,  unless a different
address has been specified in the following space:


     (No. and Street) ______________ (City)            (County)         (State)

Borrower will  immediately  notify Bank in writing of any change in the location
of the place of  business  where the bulk of its  inventory  is  located  or any
change in the location of the place of business where the records concerning its
Accounts are kept.

         6. Borrower will (a) maintain Accounts and Inventory in such quantities
that at all times  ____________%  of the face amount of its Qualified  Accounts,
less allowable discount,  plus ________________% of the cost or wholesale market
value,  whichever is lower,  of its  Inventory,  plus 100% of the balance in the
Cash  Collateral  Account  hereinafter  referred  to, or such other  percentages
thereof as may from time to time be fixed by Bank upon notice to Borrower, shall
be at least equal to Borrower's  liabilities  to Bank;  and Borrower will pay to
Bank, in reduction of its  liabilities,  such sums as may be necessary from time
to time to maintain such ratio;  (b) collect its Accounts and sell its Inventory
only in the ordinary  course of  business;  (c) furnish Bank at the time of each
borrowing, and at such other intervals as Bank may prescribe,  with a Borrower's
Certificate  (in such form as Bank may from  time to time  specify  or  require)
showing the aggregate  face amount of its  Qualified  Accounts and the aggregate
cost and wholesale market value of its Inventory;  (d) keep accurate and compete
records of its Accounts and Inventory; (e) pay and discharge when due all taxes,
levies and other charges on its  Inventory;  (f) keep its  Inventory  insured in
amounts not less than the full insurable value thereof,  for the benefit of Bank
(to  whom  loss  shall  be  payable  by New  York  Standard  or  Union  Standard
endorsements),  in such companies and against such risks as may be  satisfactory
to or  required  by  Bank;  pay the  cost of all  such  insurance;  and  deliver
certificates evidencing such insurance to Bank; and Borrower assigns to Bank all
right to receive proceeds of such insurance.

         7. Unless Bank notifies  Borrower in writing that it dispenses with any
one or  more  of  the  following  requirements,  Borrower  will  (a)  give  Bank
assignments  in form  acceptable  to Bank,  of  specific  Accounts  or groups of
Accounts,  and of moneys due and to become  due under  specific  contracts;  (b)
furnish to Bank a copy of the invoice  applicable  to each  Account  assigned to
Bank or arising out of a contract,  bearing a  statement  that such  Account has
been assigned to Bank and such  additional  statements as Bank may require;  (c)
furnish Bank at the time of each borrowing,  and at such other intervals as Bank
may prescribe or require, with a schedule (in such form as Bank may from time to
time specify or require) of Borrower's  Inventory and Qualified  Accounts  which
describe the same, or such thereof as Bank may require, together with such other
information  relating  thereto as the Bank may specify or  require;  (d) make no
change in any  assigned  Accounts  or in any  Account  arising out of a contract
assigned  to Bank,  information  relating  thereto  as the Bank may  specify  or
require;  (d) make no change in any assigned  Accounts or in any Account arising
out of a contract  assigned to Bank, and make no material change in the terms of
any such  contract;  (e)  furnish to Bank all  information  received by Borrower
affecting  the  financial  standing  of any  Purchaser  whose  Account  has been
assigned to Bank;  (f) receive as the sole property of Bank and hold as trustees
for Bank all moneys,  checks,  notes,  drafts, and other property (herein called
"items of  payment")  representing  the  proceeds of any Account or Inventory in
which Bank has a security interest, which comes into the possession of Borrower;
and deposit all such items of payment  immediately in the exact form received in
a special  account of Borrower in Bank  entitled  "Cash  Collateral  Account" in
which  account  Bank  shall have a security  interest  to secure all  Borrower's
liabilities  and with  respect to which  account  Bank alone shall have power of
withdrawal;  (g) pay Bank the amount loaned against any Account assigned to Bank
where  the  goods are  returned  by the  Purchaser,  or where  the  contract  is
cancelled or  terminated;  (h)  immediately  notify Bank if any of its contracts
arise out of contracts  with the United  States or any  department,  agency,  or
instrumentality thereof, and execute any instruments and take any steps required
by Bank in order that all  moneys due and to become due under any such  contract
shall be assigned to Bank and notice thereof given to the  Government  under the
Federal  Assignment  of  Claims  Act;  (i)  deliver  to  Bank  with  appropriate
endorsement or assignment,  as Bank may require, any instrument or chattel paper
representing an Account.  Any permission granted to Borrower by Bank to omit any
of the requirements of this paragraph 7 may be revoked by Bank at any time.

         8. Borrower will  promptly,  if requested by Bank: (a) mark its records
evidencing its Accounts in a manner  satisfactory to Bank so as to show the same
have been  assigned  to Bank;  (b) pay Bank the unpaid  portion of any  assigned
Account if Bank shall at any time  reject the Account as  unsatisfactory,  which
right  Bank  shall  have  and may  exercise  at any  time  and  for  any  reason
whatsoever, and until such payment is made by Borrower, Bank may retain any such
Account as security and may charge any deposit account of Borrower with any such
amounts;  (c)  join  with  Bank in  executing  a  financing  statement,  notice,
affidavit,  or similar  instrument in form  satisfactory to Bank, and such other
instruments  as Bank may from time to time  request;  and pay the cost of filing
the same in any public office deemed  advisable by Bank;  and (d) give Bank such
financial statements, reports, certificates, lists of Purchasers (showing names,
addresses,   and  amounts  owing),  and  other  date  concerning  its  Accounts,
contracts,  collections,  inventory  and other  matters as Bank may from time to
time  specify;  and permit  Bank or its  nominee to  examine  all of  Borrower's
records  relating  thereto at any time, and to make extracts  therefrom,  and to
inspect and check Borrowers Inventory.

         9.  Borrower  warrants (a) in connection  with each Account  covered by
this agreement:  (i) it constitutes a Qualified Account as defined herein is not
evidenced by a judgment, an instrument or chattel paper (except such judgment as
has been  assigned to Bank,  and except such  instrument or chattel paper as has
been indorsed and delivered to Bank), and represents a bona fide transaction and
Borrower  has  possession  of (and will  promptly  deliver  to Bank upon  Bank's
request) or has  delivered  to Bank  shipping or  delivery  receipts  evidencing
shipment or delivery of the goods and, if representing  services,  the services,
have been fully performed;  (ii) the amount shown on Borrower's books and on any
invoice or statement delivered to Bank is owing to Borrower;  (iii) the title of
Borrower to the Account and,  except as against the  Purchaser,  to any goods is
absolute;  (iv) the Account has not been transferred to any other person, and no
person,  except Borrower,  has any claim thereto, or, with the sole exception of
Purchaser,  to the goods;  (v) no partial  payment has been made by anyone;  and
(vi) no set-off or counterclaim to such Account exists and no agreement has been
made with any person  under  which any  deduction  or  discount  may be claimed,
except  regular  discounts  allowed by Borrower  for prompt  payments;  (vii) it
arises  under  an  existing   binding  written  contract  between  Borrower  and
Purchaser;  and (b) in connection with its inventory;  that Borrower is and will
be the absolute owner thereof,  free and clear of all  encumbrances and security
interests other than the Bank's security interest.

                  10.  Borrower shall pay Bank such interest as may be specified
in any note evidencing a loan or advance made hereunder and such service charges
as may be agreed  upon and shall pay to Bank all costs and  expenses,  including
attorneys' fees, incurred by it in the preservation or collection of collateral.
Changes in interest  rate and  service  charges may be made by Bank from time to
time,  notwithstanding the interest rate specified in any note evidencing a loan
or advance hereunder,  upon notice to Borrower and shall become effective on the
date therein specified.

                  11.  Bank  shall  have the  right at any time and from time to
time,  without  notice,  to: (a) apply any part or all of the moneys in the Cash
Collateral  Account  representing  collected  items  against  any  liability  of
borrower to Bank,  and Bank shall upon demand by Borrower make such  application
against such liability or liabilities as Bank may itself select;  (b) release to
Borrower  such part of the  moneys in the Cash  Collateral  Account  as Bank may
elect; (c) charge to Borrower's  deposit account any item of payment credited to
the Cash Collateral  Account which is dishonored by the drawee or maker thereof;
(d)  indorse  all items of  payment  which may come  into its hands  payable  to
Borrower;  (e) notify  Purchasers  that  Accounts  have been  assigned  to Bank,
forward invoices to Purchasers, directing them to make payments to Bank, collect
all Accounts in its or Borrower's name, and take control of any cash or non-cash
proceeds of Accounts and of any inventory; (f) compromise,  extend, or renew any
Account  or deal  with the same as it may deem  advisable;  (g) make  exchanges,
substitutions  or  surrenders  of  collateral;   (h)  insure  inventory  to  its
satisfaction  if Borrower  fails to do so and pay for the same, and pay, for the
account of Borrower,  any taxes,  levies, or other charges affecting  Borrower's
Inventory or upon or on account of this  Security  Agreement or any liability or
any writing evidencing any liability,  which Borrower fails to pay, and any such
payment shall constitute a liability of Borrower.

                  12.  Until  default,  Borrower  may use its  Inventory  in any
lawful  manner  not  inconsistent  with  this  agreement  and with the  terms of
insurance  thereon;  may sell its Inventory in the ordinary  course of business;
and may use and consume any raw materials or supplies,  the use and  consumption
of which is necessary in order to carry on Borrower's business.

                  13. If at any time any warranty,  representation,  certificate
or  statement  of  Borrower  is not  true,  or if any  liability  or any part or
installment thereof or interest thereon is not paid when due, or if any event of
default as  defined  in any note or other  evidence  of  liability  held by Bank
should occur,  or if Borrower should fail to observe or perform any agreement or
term hereof,  or if Bank at any time feels  insecure for any reason  whatsoever,
Bank may, at its option,  thereupon or  thereafter  declare all  liabilities  of
Borrower  to  Bank,  or  any of  them  selected  by  Bank  (notwithstanding  any
provisions thereof), immediately due and payable without demand or notice of any
kind and the same  thereupon  shall  immediately  become and be due and  payable
without  demand or notice (but with such  adjustments,  if any,  with respect to
interest or other charges as may be provided for n the promissory  note or other
writing  evidencing  such  liability),  and Bank may,  in  addition to any other
rights and remedies which it may have, immediately and without demand,  exercise
any and all rights and remedies  granted to a secured  party upon default  under
the  Florida  Uniform  Commercial  Code;  and upon  request  or  demand of Bank,
Borrower  shall  at its  expense,  assemble  Borrower's  Inventory  and  make it
available to Bank at a convenient  place  acceptable to Bank; and Borrower shall
promptly pay to Bank any and all costs and expenses,  including  legal  expenses
and  reasonable  attorney's  fees  incurred  or paid by Bank in  protecting  and
enforcing  liabilities and rights of Bank hereunder,  including  Bank's right to
take  possession  of  Borrower's  inventory  and the  proceeds of  Accounts  and
Inventory,  and to hold,  prepare for sale,  sell and dispose of such Inventory.
Any  notice of sale,  disposition  or other  intended  action  by Bank,  sent to
Borrower at the address  specified  in the preamble to this  agreement,  or such
other  address of Borrower as may from time to time be shown on Bank's  records,
at least five days prior to such action,  shall constitute  reasonable notice to
Borrower.  Upon disposition by Bank or any property in which Bank has a security
interest  hereunder,  or upon  collection  by Bank of the  proceeds of Accounts,
Borrower shall be and remain liable for and  deficiency;  and Bank shall account
to Borrower for any  surplus,  but Bank shall have the right to apply all or any
part of such  surplus  (or to hold the  same as a  reserve  against)  all or any
liabilities  of Borrower to Bank,  whether or not they,  or any of them, be then
due,  without  marshaling of assets and in such order of application as Bank may
from time to time elect.

                  14.  Borrower  waives protest of all  commercial  paper at any
time held by Bank on which Borrower is in any way liable,  notice of non-payment
at maturity of any and all Accounts, and except where required hereby or by law,
notice of action taken by Bank; and hereby  ratifies and confirms  whatever Bank
may do.

                  15. No waiver by Bank of any default shall operate as a waiver
of any other  default or of the same default on a future  occasion.  No delay or
omission on the part of Bank in exercising  any right or remedy shall operate as
a waiver  thereof,  and no single or  partial  exercise  by Bank of any right or
remedy shall preclude any other or further  exercise  thereof or the exercise of
any  other  right or  remedy.  Time is of the  essence  of this  agreement.  The
provisions of this agreement are cumulative and in addition to the provisions of
any liability and any note or other writing  evidencing any liability secured by
this agreement, and Bank shall have all the benefits, rights and remedies of and
under any  liability  and any note or other  writing  evidencing  any  liability
secured hereby.  If more than one party shall execute this  agreement,  the term
"Borrower"  shall mean all parties  signing this agreement and each of them, and
all such parties shall be jointly and severally  obligated and liable hereunder.
The singular pronoun, when used herein, shall include the plural, and the neuter
shall include the masculine and  feminine.  All rights of Bank  hereunder  shall
inure to the benefit of its  successors  and  assigns;  and all  obligations  of
Borrower shall bind the heirs, executors, administrators, successors and assigns
of each Borrower.

                  16. Borrower  releases Bank from all claims for loss or damage
caused by any failure to collect  any account or enforce any  contract or by any
act or omission on the part of the Bank,  its  officers,  agents and  employees,
except willful misconduct.

                  17. This  agreement  may be  terminated by either party giving
the other  written  notice of  intention  to  terminate  on a date named in said
notice,  mailed to the last known  address  of the party to whom such  notice is
addressed:  but no such  termination  shall in any way  affect  the  rights  and
liabilities  of the  parties  hereunder  relating  to  loans or  advances  made,
Accounts,  Inventory or other  property  pledged prior to the date named in such
notice.

                  18. This  agreement has been delivered in the State of Florida
and  shall  be  construed  in  accordance  with the  laws of  Florida.  Wherever
possible,  each provision of this agreement  shall be interpreted in such manner
as to be effective and valid under  applicable law, but if any provision of this
agreement shall be prohibited by or invalid under applicable law, such provision
shall be  ineffective to the extent of such  prohibition or invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
agreement.

                  IN WITNESS  WHEREOF,  this agreement has been duly executed as
of the date hereinabove first written.

                                        Computer Science Innovation, Inc.

Signed, sealed and delivered
in the presence of                      By:  /s/ GeorgeMilligan      (SEAL)
                                             George E. Milligan, President

_______________________________         By:  /s/ Susanne L. Cavadeas (SEAL)
                                            ------------------------------


_______________________________             _________________________(SEAL)

(CORPORATE SEAL)                                      BORROWER
                                        SunTrust Bank, Central Florida, 
                                        National Association fka Sun Bank, 
                                        National Association


ATTEST:                                 __________________________________
                                                   (NAME OF BANK)

_______________________________         By: /s/ Phil Hayes
                                            Phil Hayes, Business Banking Officer
As its Cashier                              As its President





<PAGE>



------------------------------------------------------------------------------
                                   EXHIBIT "A"
------------------------------------------------------------------------------

This Exhibit  describes  the property to be included in  Collateral or Security"
referred  to in a  Note,  Security  Agreement  and  in any  Financing  statement
delivered by Computer Science Innovations, Inc.

All  accounts,   contract  rights,  chattel  paper  and  all  other  obligations
evidencing  any  obligation  to borrower for payment for goods sold or leased or
services  rendered and all quaranties and other property securing the payment of
or performance under any accounts,  contract rights or any such chattel paper or
instruments  and any insurance  proceeds or other cash  receivable,  whether now
existing or hereafter arising.

All equipment of every description, now owned or hereafter existing or acquired;
all  accessories,  attachments,  parts and  equipment  now or hereafter  affixed
thereto  or  used  in  connection  therewith,  all  renewals,  substitutions  or
replacements thereof, insurance proceeds due to loss or damage thereof, and cash
or non-cash  proceeds and products of any of the foregoing.  Borrower's right to
dispose of the collateral is restricted by agreement with the lender.

All inventory,  including  goods in process and raw materials and other tangible
personal property arising or acquired and held for sale or lease or furnished or
to be furnished under contracts of service including any products  thereof,  and
in contract  rights with respect  thereto and proceeds of both whether  existing
now or arising hereafter,  all additions,  accessions thereto,  and any proceeds
from  insurance  coverage due to loss or damage,  all  renewals,  substitutions,
attachments, replacements thereof and any cash or non-cash proceeds and products
of the foregoing.

                                           September 5, 1996

                                           Computer Science Innovations, Inc.

                                           By: /s/ George E. Milligan
                                               George E. Milligan, President

                                               By: /s/ Susanne L. Cavadeas

                          BANK:            SunTrust Bank, Central Florida,
                                           National Association, fka Sun
                                           Bank, National Association

                                           By: /s/ Phil Hayes
                                              Phil Hayes, Business
                                                Banking Officer



<PAGE>


-------------------------------------------------------------------------------
                                   EXHIBIT "B"
-------------------------------------------------------------------------------

Additional Collateral:

Assignment  of  Contract  between  Computer  Science  Innovations  and  Maryland
Procurement  Office (Wordage II), contract number  MDA904-92-G-0147/5004  not to
exceed $212,570.00

Assignment  of  Contract  between  Computer  Science  Innovations  and  Maryland
Procurement Office (Pearlware III), contract number  MDA90492-G-0147/5005 in the
amount of $149,300.00

Assignment  of  Contract  between  Computer  Science  Innovations  and  Maryland
Procurement Office (Titian),  contract number  MDA904-94-C-7138 in the amount of
$400,093.00

Assignment of contract  between  Computer  Science  Innovations  and  Intergraph
Corporation, contract number FSNO133 in the amount of $113,738.90

Assignment of Contract between computer Science Innovations and U.S. Army 
Information System command (Sims), contract number DAEA08-91-C-0003

The above  described  collateral  is in addition to that listed in the  attached
Promissory  Note and Security  Agreement  dated September 5, 1996, the terms and
conditions of which are hereby incorporated by reference.

Computer Science Innovations, Inc.

By: /s/ George E. Milligan                 9/5/96
      George E. Milligan, President

By: /s/ Susanne L. Cavadeas






<PAGE>


------------------------------------------------------------------------------
[SUNTRUST LOGO]             Corporate Resolution and Certificate of Incumbency
                            (Borrowing)
------------------------------------------------------------------------------
I, the undersigned,  hereby certify that I am the President and custodian of the
records of Computer Science Innovations,  Inc. (registered name of corporation),
a corporation duly organized and existing under the laws of Florida (hereinafter
"Corporation");  that  the  following  is a true  and  correct  copy of  certain
resolutions  duly  adopted by the Board of Directors  of said  Corporation  at a
meeting  duly  held on the 5th day of  September,  1996,  at which a quorum  was
present;  and that the following  resolutions are in conformity with the charter
and by-laws of said Corporation and have not since been rescinded or modified.

RESOLVED, that any 2 (number required) of the following corporate officers:

Name   George E. Milligan                 Title   President

Name   James C. Schaffer                  Title   Executive Vice President

Name   Susanne Cavadeas                   Title   Comptroller

Name   ___________________                Title   ________________________

Name   ___________________                Title   ________________________

Name   ___________________                Title   ________________________

Name   ___________________                Title   ________________________

Name   ___________________                Title   ________________________

be and are hereby  authorized on behalf of the Corporation  from time to time to
borrow  money,  obtain  credit and procure  loans from Bank without  limit as to
amount;  to sell or discount any notes,  bills or accounts,  acceptances  or any
other  instruments to Bank; to assign,  pledge,  convey,  transfer,  mortgage or
otherwise  create  a lien  upon  any  real  and/or  personal  property  of  this
Corporation  as  security  for the  payment  of any and all other  indebtedness,
liabilities  and  obligations of the  Corporation  to said Bank,  whether in the
usual course of business or otherwise;  and, in furtherance of and in connection
with the foregoing, to make, execute and deliver in the name of and on behalf of
this  Corporation,  under its  corporate  seal or  otherwise,  such  agreements,
documents or instruments deemed reasonable or necessary.

RESOLVED FURTHER,  that all actions  heretofore taken by the officer or officers
named herein in obtaining loans or credits on behalf of this  Corporation and in
the exercise of the  authority and powers  herein  granted are hereby  ratified,
adopted and  confirmed;  and that Bank is hereby  authorized and directed to pay
the proceeds of any such loans or credits as directed by said officers,  whether
for  payment  or credit to the  account  of this  Corporation  with Bank or with
another  financial  institution,  or to such officers,  or any third person,  or
otherwise; and

RESOLVED  FURTHER,  that the  undersigned  is authorized and directed to furnish
said  Bank a  certified  copy of  these  resolutions,  which  resolutions  shall
continue  in full force and  effect  until  written  notice of the  recision  or
modification of the same has been received by Bank, and to furnish said Bank the
names and specimen  signatures of the officer(s) named herein,  and such persons
from time to time holding the above  positions,  herewith and/or on Bank's usual
form of signature card.

I hereby certify that the following are the names and specimen signatures of the
officer(s) listed in the foregoing resolutions and that each presently holds the
title indicated and has full authority for all acts unless noted herein.

<TABLE>
<S>   <C>                 <C>   <C>                      <C>          <C>
Name  George E. Milligan  Title President                Signature/s/ George Milligan

Name  James C. Schaffer   Title Executive Vice President Signature/s/ James C. Schaffer
      ------------------        ------------------------              ------------------

Name  Susanne Cavadeas    Title Comptroller              Signature/s/ Susanne Cavadeas

Name  _________________   Title ________________________ Signature _____________________

Name  _________________   Title ________________________ Signature _____________________

Name  _________________   Title ________________________ Signature _____________________

Name  _________________   Title ________________________ Signature _____________________

Name  _________________   Title ________________________ Signature _____________________
</TABLE>

Special Instructions:

IN WITNESS WHEREOF,  I have hereunto  subscribed my name and affixed the seal of
said Corporation this 5th day of September, 1996.

Corporate Seal                                      By:/s/ George Milligan

                                                    Title   President



<PAGE>



                           [SUNTRUST BANK LETTERHEAD]

July 2, 1997

Mr. George Milligan
President
Computer Science Innovations, Inc.
1235 Evans Road
Melbourne, FL 32904-2314

Subject: Notification of Extension of Loan Maturity (9/26/97)

Dear Mr. Milligan:

SunTrust Bank, Central Florida, National Association hereby advises you that the
maturity  date of June 30, 1997 for your loan  #1800455903-00026  in the name of
Computer Science Innovations, Inc., (Borrower) is hereby extended 88 days. Other
than the maturity date as changed above,  all other terms and conditions  remain
unchanged. This Extension is contingent upon the Borrower making payments during
the Extension period in the amount and at the interval  specified in the payment
schedule of the note.

Sincerely,

/s/
First Vice President
SunTrust Bank Central Florida, National Association