EXHIBIT 10.44

                              AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                             Dated as of May 1, 1998

                                     Between

                          HEALTH RISK MANAGEMENT, INC.

                                       and

                         U.S. BANK NATIONAL ASSOCIATION








<PAGE>

                              AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

         THIS  AMENDED AND  RESTATED  REVOLVING  CREDIT AND TERM LOAN  AGREEMENT
(this  "Agreement"),  dated as of May 1, 1998,  is by and  between  HEALTH  RISK
MANAGEMENT,  INC.,  a Minnesota  corporation  (the  "Borrower"),  and U.S.  BANK
NATIONAL ASSOCIATION, a national banking association (the "Bank"). This document
amends and restates in its entirety a Revolving  Credit and Term Loan  Agreement
dated as of June 24, 1994, as thereafter amended (the "Existing Agreement").

                   ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

         Section 1.1 Defined Terms.  In addition to the terms defined  elsewhere
in this  Agreement,  the  following  terms shall have the  following  respective
meanings (and such meanings shall be equally applicable to both the singular and
plural form of the terms defined, as the context may require):

         "Advance":  The portion of the outstanding Loans bearing interest at an
identical  rate for an identical  Interest  Period,  provided that all Reference
Rate Advances shall be deemed a single Advance. An Advance of the Term Loans may
be a "Quoted Rate  Advance" or a "Reference  Rate  Advance"  (each,  a "type" of
Advance).  The  Revolving  Credit Loans shall be Reference  Rate Advances at all
times.  Subject  to the  further  agreement  of the  Bank  and the  Borrower  as
described in Section  2.2(f),  the Revolving  Credit Loans and Term Loans may be
"CD Rate Advances" and "Eurodollar Advances".

         "Adverse Event": The occurrence of any event that could have a material
adverse  effect on the  business,  operations,  property,  assets  or  condition
(financial or otherwise) of the Borrower and the  Subsidiaries as a consolidated
enterprise  or on the  ability  of the  Borrower  or any other  party  obligated
thereunder to perform its obligations under the Loan Documents.

         "Agreement":  This Amended and Restated  Revolving Credit and Term Loan
Agreement, as it may be amended,  modified,  supplemented,  restated or replaced
from time to time.

         "Average  Maturity  Period":  The  weighted  average  time to scheduled
maturity of all Term Loan principal  prepaid at any one time.  Average  Maturity
Period shall be computed by multiplying the dollar amount of each installment of
Term Loan principal  prepaid by the number of days until the scheduled  maturity
of that  installment,  adding  together the resulting  products and dividing the
resulting sum by the total dollar amount of the principal being prepaid.

         "Business Day": Any day (other than a Saturday, Sunday or legal holiday
in the State of Minnesota) on which  national  banks are permitted to be open in
Minneapolis,  Minnesota and, with respect to Eurodollar Advances, a day on which
dealings  in Dollars may be carried on by the Bank in the  interbank  eurodollar
market.
<PAGE>

         "Capital Expenditure": Any amount debited to the fixed asset account on
the consolidated balance sheet of the Borrower in respect of (a) the acquisition
(including, without limitation,  acquisition by entry into a Capitalized Lease),
construction,   improvement,  replacement  or  betterment  of  land,  buildings,
machinery,  equipment or of any other fixed assets or leaseholds, and (b) to the
extent related to and not included in (a) above,  materials,  contract labor and
direct  labor  (excluding   expenditures   properly  chargeable  to  repairs  or
maintenance in accordance with GAAP).

         "Capitalized Lease": Any lease which is or should be capitalized on the
books of the lessee in accordance with GAAP.

         "CD Assessment  Rate": The annual  assessment rate (rounded upward,  if
necessary,  to the nearest 1/100th of 1%) actually incurred by the Bank during a
given  Interest  Period to the Federal  Deposit  Insurance  Corporation  (or any
successor)  for such  Corporation's  insuring of time deposits at offices of the
Bank in the United States,  as adjusted as hereinafter  provided.  If the annual
assessment  rate  for  the  Federal  Deposit  Insurance  Corporation's  (or  any
successor's)  insuring  such time  deposits is scheduled  to change  during such
Interest  Period,  the CD Assessment  Rate for such Interest Period shall be the
weighted average (rounded upward, if necessary, to the nearest 1/100th of 1%) of
the annual assessment rates in effect at the beginning and as of such change.

         "CD Rate": The rate of interest determined by the Bank for the relevant
Interest Period to be the average (rounded upward, if necessary,  to the nearest
1/100th  of 1%) of the rates  quoted  to the Bank at  approximately  8:00  a.m.,
Minneapolis time (or as soon thereafter as practicable), or at the option of the
Bank at  approximately  the time of the  request  for a CD Rate  Advance if such
request  is made later than 8:00  a.m.,  Minneapolis  time,  in each case on the
first day of the applicable  Interest  Period by certificate of deposit  dealers
selected by the Bank, in its sole discretion, for the purchase from the Bank, at
face  value,  of  certificates  of  deposit  issued by the Bank in an amount and
maturity comparable to the amount and maturity of the requested CD Rate Advance,
or at the option of the Bank  determined  for such amount and maturity  based on
published composite quotations of certificate of deposit rates.

         "CD  Rate  Advance":  An  Advance  designated  as such in a  notice  of
borrowing  under Section  2.2(f)(iii) or a notice of  continuation or conversion
under Section 2.2(f)(iv).

         "CD Rate (Reserve  Adjusted)":  A rate per annum  (rounded  upward,  if
necessary, to the nearest 1/100th of 1%) calculated for the Interest Period of a
CD Rate Advance in accordance with the following formula:


         CDRA        =           CD Rate                +                 CDAR
                              ------------
                               1.00 - CDRR
<PAGE>

In such  formula,  "CDAR"  means "CD  Assessment  Rate",  "CDRA"  means "CD Rate
(Reserve  Adjusted)"  and  "CDRR"  means "CD  Reserve  Rate",  in each  instance
determined  by  the  Bank  for  the  applicable   Interest  Period.  The  Bank's
determination  of all such rates for any Interest  Period shall be conclusive in
the absence of manifest error.

         "CD Reserve Rate": A percentage  equal to the daily average during such
Interest  Period of the aggregate  maximum reserve  requirements  (including all
basic, supplemental, marginal and other reserves), as specified under Regulation
D of  the  Federal  Reserve  Board,  or any  other  applicable  regulation  that
prescribes  reserve  requirements  applicable to non-personal  time deposits (as
presently  defined in Regulation D) with the Bank or applicable to extensions of
credit by the Bank the rate of  interest on which is  determined  with regard to
rates applicable to non-personal time deposits.  Without limiting the generality
of the foregoing, the CD Reserve Requirement shall reflect any reserves required
to be  maintained  by the Bank  against  (i) any  category of  liabilities  that
includes deposits by reference to which the CD Rate is to be determined, or (ii)
any category of extensions of credit or other assets that includes CD Advances.

         "Code": The Internal Revenue Code of 1986, as amended, or any successor
statute, together with regulations thereunder.

         "Commitment":  The  agreement of the Bank to make Loans to the Borrower
subject to the terms and conditions of this Agreement.

         "Consolidated   Fixed  Charge  Coverage  Ratio":   For  any  period  of
determination, the ratio of:

         (a) the  remainder  of (i)  EBITDA  for such  period,  less (ii) 50% of
         consolidated  Capital  Expenditures  during such period, and less (iii)
         cash taxes paid during such period;

         to

         (b) the sum of (i)  consolidated  interest  expense during such period,
         plus  (ii)   scheduled   payments  of  principal  of   interest-bearing
         Indebtedness during such period.

         "Consolidated  Operating Income": For any period of determination,  the
consolidated  net income of the Borrower and its  Subsidiaries  as determined in
accordance  with  GAAP,  excluding  therefrom  (to  the  extent  included):  (a)
non-operating   gains   (including,   without   limitation,   extraordinary   or
nonrecurring  gains,  gains  from the  discontinuance  of  operations  and gains
arising  from the sale of assets  other than  inventory)  during the  applicable
period; and (b) similar non-operating losses during such period.

         "Consolidated Tangible Net Worth": As of any date of determination, the
sum of the amounts set forth on the  consolidated  balance sheet of the Borrower
as the sum of the common stocks, preferred stock, additional paid-in capital and

<PAGE>

retained  earnings of the Borrower  (excluding  treasury  stock),  less the book
value of all assets of the Borrower and its  Subsidiaries  that would be treated
as intangibles  under GAAP,  including,  without  limitation,  all such items as
goodwill, trademarks, trade names, service marks, copyrights, patents, licenses,
unamortized debt discount and unamortized deferred charges.

         "Default":  Any event which,  with the giving of notice to the Borrower
or lapse of time, or both, would constitute an Event of Default.

         "EBITDA": For any period of determination,  the consolidated net income
of the Borrower and its Subsidiaries before provision for income taxes, interest
expense (including, without limitation, implicit interest expense on Capitalized
Leases),  depreciation  and  amortization,  all as determined in accordance with
GAAP,  excluding  therefrom (to the extent included):  (a)  non-operating  gains
(including, without limitation,  extraordinary or nonrecurring gains, gains from
the discontinuance of operations and gains arising from the sale of assets other
than  inventory)  during the applicable  period;  and (b) similar  non-operating
losses during such period.

         "ERISA":  The  Employee  Retirement  Income  Security  Act of 1974,  as
amended, and any successor statute, together with regulations thereunder.

         "ERISA Affiliate":  Any trade or business (whether or not incorporated)
that is a member  of a group of which  the  Borrower  is a member  and  which is
treated as a single employer under Section 414 of the Code.

         "Eurodollar  Advance":  An  Advance  designated  as such in a notice of
borrowing  under Section  2.2(f)(iii) or a notice of  continuation or conversion
under Section 2.2(f)(iv).

         "Eurodollar  Interbank  Rate": The average offered rate for deposits in
United States Dollars (rounded upwards, if necessary, to the nearest 1/16 of 1%)
for  delivery  of such  deposits  on the  first day of an  Interest  Period of a
Eurodollar Advance,  for the number of days comprised therein,  which appears on
the Reuters  Screen LIBO Page as of 11:00 a.m.,  London time (or such other time
as of which such rate  appears) on the day that is two Business  Days  preceding
the first day of the Interest Period or the rate for such deposits determined by
the  Bank at such  time  based  on  such  other  published  service  of  general
application as shall be selected by the Bank for such purpose; provided, that in
lieu of determining the rate in the foregoing manner, the Bank may determine the
rate based on rates  offered to the Bank for deposits in United  States  Dollars
(rounded  upwards,  if  necessary,  to the nearest 1/16 of 1%) in the  interbank
eurodollar  market at such time for  delivery  on the first day of the  Interest
Period for the number of days  comprised  therein.  "Reuters  Screen  LIBO Page"
means the display  designated  as page "LIBO" on the Reuter  Monitor Money Rates
Service (or such other page as may replace the LIBO Page on that service for the
purpose of displaying  London interbank  offered rates of major banks for United
States Dollar deposits).
<PAGE>

         "Eurodollar Rate (Reserve Adjusted)": A rate per annum (rounded upward,
if necessary, to the nearest 1/16th of 1%) calculated for the Interest Period of
a Eurodollar Advance in accordance with the following formula:


         ERRA              =         Eurodollar Interbank Rate
                                    ---------------------------
                                          1.00 - ERR

In such  formula,  "ERR"  means  "Eurodollar  Reserve  Rate"  and  "ERRA"  means
"Eurodollar Rate (Reserve  Adjusted)",  in each instance  determined by the Bank
for the applicable  Interest Period. The Bank's  determination of all such rates
for any Interest Period shall be conclusive in the absence of manifest error.

         "Eurodollar  Reserve  Rate":  A percentage  equal to the daily  average
during  such  Interest  Period of the  aggregate  maximum  reserve  requirements
(including all basic,  supplemental,  marginal and other reserves), as specified
under  Regulation  D of the  Federal  Reserve  Board,  or any  other  applicable
regulation  that  prescribes  reserve  requirements  applicable to  Eurocurrency
liabilities  (as presently  defined in Regulation D) or applicable to extensions
of credit by the Bank the rate of interest on which is determined with regard to
rates applicable to Eurocurrency liabilities. Without limiting the generality of
the foregoing,  the Eurocurrency  Reserve Requirement shall reflect any reserves
required to be  maintained  by the Bank against (i) any category of  liabilities
that includes deposits by reference to which the Eurodollar Interbank Rate is to
be determined, or (ii) any category of extensions of credit or other assets that
includes Eurodollar Advances.

         "Event of Default":  Any event described in Section 9.1.

         "Federal Reserve Board":  The Board of Governors of the Federal Reserve
System or any successor thereto.

         "GAAP":  Generally  accepted  accounting  principles  as applied in the
preparation of the audited  financial  statements of the Borrower referred to in
Section 6.5.

         "Government  Yield":  As  of  any  date  of  determination,  the  yield
(converted as necessary to the  equivalent  semi-annual  compound  rate) on U.S.
Treasury  securities  having a maturity  date  closest to the  Average  Maturity
Period,  as published in The Wall Street  Journal (or, if not so  published,  as
determined by the Bank by using the average of quotes  obtained by the Bank from
three  primary  dealers that market U.S.  Treasury  securities  in the secondary
market).  "U.S. Treasury  securities" means actively traded U.S. Treasury bonds,
bills and notes  and,  if more than one  issue of U.S.  Treasury  securities  is
scheduled  to  mature  at or about  the time of the  scheduled  maturity  of the
applicable  Term Note, then to the extent  possible the U.S.  Treasury  security
issued most recently  prior to the date of  determination  will be chosen as the
basis of the Government Yield.
<PAGE>

         "Indebtedness":  Without  duplication,  all obligations,  contingent or
otherwise, which in accordance with GAAP should be classified upon the obligor's
balance sheet as liabilities,  but in any event including the following (whether
or not they should be classified as liabilities  upon such balance  sheet):  (a)
obligations secured by any mortgage,  pledge, security interest, lien, charge or
other  encumbrance  existing on  property  owned or  acquired  subject  thereto,
whether  or not the  obligation  secured  thereby  shall have been  assumed  and
whether or not the obligation  secured is the obligation of the owner or another
party; (b) any obligation on account of deposits or advances; (c) any obligation
for the  deferred  purchase  price of any  property or  services,  except  trade
accounts  payable not due more than 90 days after invoice and not evidenced by a
note,  (d) any  obligation  as  lessee  under  any  Capitalized  Lease;  (e) all
guaranties,   endorsements  and  other  contingent  obligations  in  respect  to
Indebtedness  of others;  and (f)  undertakings  or  agreements  to reimburse or
indemnify issuers of letters of credit. For all purposes of this Agreement,  the
Indebtedness of any Person shall include the  Indebtedness of any partnership or
joint venture in which such Person is a general partner or a joint venturer.

         "Interest  Differential":  As of  the  date  of  any  full  or  partial
prepayment of a Term Loan, the Note Rate minus the sum of the  Government  Yield
as of the date of prepayment and the Issuance Spread.

         "Interest  Period"  Either (a) for any Eurodollar  Advance,  the period
commencing on the  borrowing  date of such  Eurodollar  Advance or the date a CD
Rate  Advance or a Reference  Rate  Advance is  converted  into such  Eurodollar
Advance,  or the last day of the preceding  Interest  Period for such Eurodollar
Advance,  as the case may be, and ending on the  numerically  corresponding  day
one, two, three or six months  thereafter,  as selected by the Borrower pursuant
to Section 2.2(f)(iii) or Section 2.2(f)(iv); provided, that:

         (i) any Interest Period which would otherwise end on a day which is not
         a Business  Day shall end on the next  succeeding  Business  Day unless
         such next succeeding  Business Day falls in another  calendar month, in
         which  case  such  Interest  Period  shall  end on the  next  preceding
         Business Day;

         (ii) any Interest  Period  which  begins on the last  Business Day of a
         calendar  month  (or  on a  day  for  which  there  is  no  numerically
         corresponding  day in the  calendar  month at the end of such  Interest
         Period) shall end on the last Business Day of the calendar month at the
         end of such Interest Period;

         (iii) no Interest Period shall extend beyond the Revolving  Termination
         Date; and

         (iv) Interest  Periods shall not be chosen for Advances  under the Term
         Loan that would  require  payment of any amount of any Advance prior to
         the last day of the Interest  Period in order to pay an  installment of
         the Term Loan when due; and
<PAGE>

(b) for any CD Rate Advance, the period commencing on the borrowing date of such
CD Rate Advance or the date a Eurodollar  Advance or a Reference Rate Advance is
converted into such CD Rate Advance,  or the last day of the preceding  Interest
Period  for such CD Rate  Advance,  as the case may be, and ending 30, 60, 90 or
180 days thereafter, as selected by the Borrower pursuant to Section 2.2(f)(iii)
or Section 2.2(f)(iv); provided, that:

         (i) any Interest Period which would otherwise end on a day which is not
         a Business Day shall end on the next succeeding Business Day;

         (ii) no Interest  Period shall extend beyond the Revolving  Termination
         Date; and

         (iv) Interest  Periods shall not be chosen for Advances  under the Term
         Loan that would  require  payment of any amount of any Advance prior to
         the last day of the Interest  Period in order to pay an  installment of
         the Term Loan when due.

         "Investment": The acquisition, purchase, making or holding of any stock
or other security,  any loan,  advance,  contribution  to capital,  extension of
credit (except for trade and customer accounts  receivable for inventory sold or
services  rendered in the ordinary  course of business and payable in accordance
with  customary  trade terms),  any  acquisitions  of real or personal  property
(other  than real and  personal  property  acquired  in the  ordinary  course of
business) and any purchase or  commitment  or option to purchase  stock or other
debt or equity  securities of or any interest in another  Person or any integral
part of any business or the assets comprising such business or part thereof.

         "Issuance  Spread":  the  percent per annum by which the Bank's cost of
funds exceeds the Government Yield as of the date of the applicable Term Note as
determined by the Bank in its sole discretion.

         "Lien": Any security interest,  mortgage,  pledge, lien, hypothecation,
judgment lien or similar legal process,  charge,  encumbrance,  title  retention
agreement or analogous instrument or device (including,  without limitation, the
interest of the lessors  under  Capitalized  Leases and the interest of a vendor
under any conditional sale or other title retention agreement).

         "Loan Documents": This Agreement, the Notes, the Security Agreement and
each other instrument,  document,  guaranty,  security agreement,  mortgage,  or
other agreement executed and delivered by the Borrower or any guarantor or party
granting security interests in connection with this Agreement,  the Loans or any
collateral for the Loans.

         "Loans": The Revolving Loans and the Term Loans.

         "Notes": The Revolving Note and the Term Notes.
<PAGE>

         "Payment  Date":  (a) The last day of each  month for  interest  on the
Loans that are Reference Rate Advances or Quoted Rate Advances; (b) the last day
of each Interest Period for each CD Rate Advance and Eurodollar  Advance and, if
such Interest  Period is in excess of 90 days (in the case of a CD Rate Advance)
or three months (in the case of a Eurodollar Advance),  the day 90 days or three
months, as the case may be, after the first day of such Interest Period; and (c)
the last day of each March, June, September and December for Commitment Fees.

         "PBGC": The Pension Benefit Guaranty Corporation,  established pursuant
to  Subtitle  A of  Title  IV of  ERISA,  and any  successor  thereto  or to the
functions thereof.

         "Person": Any natural person, corporation,  partnership, joint venture,
firm,   association,   trust,   unincorporated   organization,   government   or
governmental agency or political subdivision or any other entity, whether acting
in an individual, fiduciary or other capacity.

         "Plan":  An  employee  benefit  plan  or  other  plan,  maintained  for
employees of the Borrower or of any ERISA Affiliate,  and subject to Title IV of
ERISA or Section 412 of the Code.

         "Quoted  Rate":  The fixed  rate of  interest  offered  by the Bank and
accepted by the Borrower for a particular Term Loan, as provided in Section 2.2.
The Bank shall, at its discretion,  determine the offered rate with reference to
the amount and amortization  schedule of the applicable Term Loan, funding rates
available to the Bank, reserve requirements,  premiums,  insurance costs, profit
margin and other factors deemed relevant by the Bank.

         "Quoted Rate  Advance":  A particular  Term Loan agreed by the Borrower
and the Bank to be a Quoted Rate Advance, as described in Section 2.2(e).

         "Reference  Rate":  The rate of  interest  from  time to time  publicly
announced  by the  Bank  as its  "reference  rate."  The  Bank  may  lend to its
customers at rates that are at, above or below the Reference  Rate. For purposes
of  determining  any interest  rate which is based on the Reference  Rate,  such
interest rate shall change on the effective  date of any change in the Reference
Rate.

         "Reference Rate Advance":  An Advance  described as such in a notice of
borrowing under Section 2.1(d) or Section 2.2(e).

         "Related  Party":  Any  Person  (other  than a  Subsidiary):  (a) which
directly  or  indirectly  through  one or more  intermediaries  controls,  or is
controlled  by,  or is under  common  control  with,  the  Borrower,  (b)  which
beneficially owns or holds 5% or more of the equity interest of the Borrower; or
(c) 5% or more of the equity interest of which is beneficially  owned or held by
the Borrower or a Subsidiary. The term "control" means the possession,  directly
or  indirectly,  of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.
<PAGE>

         "Reportable  Event":  A reportable  event as defined in Section 4043 of
ERISA and the  regulations  issued under such  Section,  with respect to a Plan,
excluding,  however,  such events as to which the PBGC by regulation  has waived
the  requirement of Section  4043(a) of ERISA that it be notified within 30 days
of the  occurrence  of such event,  provided  that a failure to meet the minimum
funding  standard of Section 412 of the Code and Section 302 of ERISA shall be a
reportable  event  regardless  of the issuance of any such waivers in accordance
with Section 412(d) of the Code.

         "Revolving Credit  Commitment":  The maximum unpaid principal amount of
Loans  which may from time to time be  outstanding  hereunder,  being  initially
$10,000,000,  as the same may be reduced  from time to time  pursuant to Section
2.2(a) and Section 4.3 and, as the context may  require,  the  agreement  of the
Bank to make Revolving Loans to the Borrower subject to the terms and conditions
of this Agreement.

         "Revolving Loans":  The Loans described in Section 2.1(a).

         "Revolving  Note":  The promissory  notes of the Borrower  described in
Section 2.1(b), substantially in the form of Exhibit A, as such promissory notes
may be amended,  modified or supplemented from time to time, and such term shall
include any substitutions for, or renewals of, such promissory notes.

         "Revolving Termination Date": The earliest of (a) January 31, 1999; (b)
the date on which the  Revolving  Loan  Commitment  is  terminated  pursuant  to
Section 9.2  hereof;  (c) the date on which the  Revolving  Loan  Commitment  is
reduced to zero  pursuant to Section  4.3  hereof;  or (d) the date on which any
Revolving Loan or any Term Loan is accelerated.

         "Subsidiary":  Any  Person  of which or in which the  Borrower  and its
other  Subsidiaries  own directly or indirectly 50% or more of: (a) the combined
voting power of all classes of stock having  general voting power under ordinary
circumstances  to elect a majority of the board of directors of such Person,  if
it is a corporation, (b) the capital interest or profit interest of such Person,
if it is a partnership,  joint venture or similar entity,  or (c) the beneficial
interest of such Person, if it is a trust,  association or other  unincorporated
organization.

         "Term Loans": The Tranche A Term Loans, Tranche B Term Loan and Tranche
C Term Loan.

         "Term Notes": Each promissory note of the Borrower described in Section
2.2(b),  substantially  in the  form  of  Exhibit  B-1,  B-2  and  B-3,  as such
promissory notes may be amended, modified or supplemented from time to time, and
such term shall include any  substitutions  for, or renewals of, such promissory
notes.

         "Tranche A Term Loans": The Loans described in Section 2.2(a)(i).
<PAGE>

         "Tranche B Term Loan": The Loan described in Section 2.2(a)(ii).

         "Tranche C Term Loan": The Loan described in Section 2.2(a)(iii).

         Section  1.2  Accounting  Terms  and  Calculations.  Except  as  may be
expressly  provided to the contrary  herein,  all  accounting  terms used herein
shall be interpreted  and all accounting  determinations  hereunder  (including,
without  limitation,  determination  of  compliance  with  financial  ratios and
restrictions  in Articles VIII and IX hereof)  shall be made in accordance  with
GAAP consistently applied. Any reference to "consolidated" financial terms shall
be deemed to refer to those  financial  terms as applied to the Borrower and its
Subsidiaries in accordance with GAAP.

         Section 1.3  Computation  of Time Periods.  In this  Agreement,  in the
computation of a period of time from a specified date to a later specified date,
unless  otherwise stated the word "from" means "from and including" and the word
"to" or "until" each means "to but excluding."

         Section 1.4 Other Definitional Terms. The words "hereof",  "herein" and
"hereunder"  and words of similar import when used in this Agreement shall refer
to  this  Agreement  as a  whole  and not to any  particular  provision  of this
Agreement.  References to Sections,  Exhibits, schedules and like references are
to this Agreement unless otherwise expressly provided.

                           ARTICLE II TERMS OF LENDING

         Subject to the terms and  conditions  hereof and in  reliance  upon the
warranties of the Borrower herein, the Bank agrees:

         2.1      The Revolving Loans.

                  (a)  Revolving  Loans.  To  make  a loan  or  loans  (each,  a
         "Revolving  Loan"  and,  collectively,  the  "Revolving  Loans") to the
         Borrower  from time to time from the date  hereof  until the  Revolving
         Termination  Date,  during  which  period  the  Borrower  may repay and
         reborrow in accordance with the provisions hereof,  provided,  that the
         aggregate unpaid  principal  amount of all outstanding  Revolving Loans
         shall not exceed the amount of the Revolving  Credit  Commitment at any
         time.

                  (b) Revolving  Note. The Revolving Loans shall be evidenced by
         a promissory note of the Borrower (the "Revolving Note"), substantially
         in the  form of  Exhibit  A  hereto,  in the  amount  of the  Revolving
         Commitment  originally  in effect.  The Bank shall enter in its records
         the amount of the Advance  comprising  the Revolving  Loan, the rate of
         interest borne by such Advance and the payments of each Revolving Note,
         and such records  shall be  conclusive  evidence of the subject  matter
         thereof, absent manifest error.
<PAGE>

                  (c) Advance Options and Increment. The Revolving Loan shall at
         all times be Reference Rate  Advances,  subject to the agreement of the
         Bank  and the  Borrower  to  permit  CD Rate  Advances  and  Eurodollar
         Advances,  as described in Section 2.2(f). Each Revolving Loan shall be
         in a minimum amount of $100,000 and in an integral multiple of $50,000.

                  (d) Borrowing  Procedures for Revolving  Loans. Any request by
         the Borrower for a Revolving Loan shall be in writing,  or by telephone
         promptly  confirmed in writing,  and must be given so as to be received
         by the Bank not later than 12:00 noon, Minneapolis time, on the date of
         the requested  Loan.  Unless the Bank  determines  that any  applicable
         condition specified in Article VI has not been satisfied, the Bank will
         make the  amount  of the  requested  Revolving  Loan  available  to the
         Borrower at the Bank's  principal  office in Minneapolis,  Minnesota on
         the date requested.

         Section 2.2.      The Term Loans.

         (a)      Term Loans. To make:

                  (i) the Tranche A Term Loans to the Borrower from time to time
                  from the date hereof  until the  Revolving  Termination  Date,
                  which  Tranche  A  Term  Loans  shall  be  applied  to  reduce
                  outstanding  Revolving Loans. The amount of any Tranche A Term
                  Loan shall permanently reduce the Revolving Credit Commitment.
                  Each  Tranche  A Term  Loan  shall be in a  minimum  amount of
                  $250,000 and in an integral  multiple  thereof.  The aggregate
                  amount of all  Tranche A Term Loans made by the Bank shall not
                  exceed  $5,000,000.  Up to 3 total Tranche A Term Loans may be
                  made,  and the  Bank  shall  establish  separate  amortization
                  schedules  for each  Tranche  A Term  Loan,  as  described  in
                  Section 4.1(b).

                  (ii) to continue the Term Loan made under the Existing  Credit
                  Agreement,  currently in the principal  amount of $654,999.85,
                  as the Tranche B Term Loan hereunder.

                  (iii) to continue an amount of  $2,566,666.66 of the Revolving
                  Loans made under the Existing Credit  Agreement as the Tranche
                  C Term Loan hereunder.

         (b)      Term Notes.  The Tranche A Term Loans, Tranche B Term Loan and
         Tranche C Term  Loan  shall be  evidenced  by  promissory  notes of the
         Borrower (the "Term Notes"), substantially in the form of Exhibits B-1,
         B-2 and B-3 respectively.

         (c)    Advance Options. Each Term Loan shall be constituted of either a
         Quoted Rate Advance or a Term Reference Rate Advance, Advances, subject
         to the  agreement  of the  Bank  and the  Borrower  to  permit  CD Rate

<PAGE>

         Advances and Eurodollar  Advances,  as described in Section 2.2(f),  as
         shall be selected by the Borrower,  and shall not be  convertible  into
         another type of Advance except as otherwise provided herein.

         (d)   Borrowing Procedures for Tranche A Term Loans. Any request by the
         Borrower for a Tranche A Term Loan shall be in writing, or by telephone
         promptly  confirmed in writing,  and must be given so as to be received
         by the Bank not later than 12:00 noon, Minneapolis time, on the date of
         the  requested  Loan.  Each  request  for a Tranche  A Term Loan  shall
         specify (i) the borrowing  date (which shall be a Business  Day),  (ii)
         the  amount  of such  Tranche  A Term  Loan and  whether  the  Borrower
         requests  the Bank to offer a Quoted Rate for such Tranche A Term Loan.
         Unless the Bank determines that any applicable  condition  specified in
         Article  VI has not been  satisfied,  the Bank will apply the amount of
         the requested  Tranche A Term Loan to the outstanding  Revolving Credit
         Loans.

         (e)   Additional Procedures for Quoted Rate Advances.  The Borrower may
         from time to time  request rate  quotations  from the Bank for a Quoted
         Rate to apply to any Term  Loan,  The  Borrower  shall  have a one-time
         option  to  convert  any Term  Loan to a Quoted  Rate  Advance  (in its
         entirety),  based on the Bank's quotation of an applicable  Quoted Rate
         and the  Borrower's  acceptance of such Quoted Rate for such Term Loan.
         The  Bank's  records   concerning  the  applicable   Quoted  Rate,  and
         concerning  whether a Term Loan shall be a Quoted Rate Advance shall be
         conclusive.  In the  absence of mutual  agreement  to a Quoted  Rate to
         apply to any Term  Loan,  such  Term  Loan  shall be a  Reference  Rate
         Advance (except as provided in Section 2.2(f) below).


<PAGE>

         (f)      Eurodollar and CD Advances.

         (i) Upon  request  of the  Borrower,  the Bank may  agree,  at its sole
         discretion,  to make CD Rate Advances and Eurodollar Advances available
         hereunder,  and upon written  notice by the Bank to the  Borrower,  the
         Borrower may elect to have the  Revolving  Loans and Term Loans made as
         such Advance or converted into such Advances. The definitions and other
         provisions pertaining to CD Rate Advances and Eurodollar Advances shall
         not be given effect  hereunder  unless and until the Bank shall provide
         such written notice.  Notwithstanding  this Section 2.2(f), if any Term
         Loan is  converted  into a Quoted  Rate  Advance as provided in Section
         2.2(e),  it may not  thereafter be converted  into a CD Rate Advance or
         Eurodollar Advance. Upon agreement to make such Advance available,  the
         Bank and the Borrower shall also agree upon an interest margin to apply
         to the CD Rate  Advance and the  Eurodollar  Advances,  and such margin
         (the  "Applicable  Margin") shall be set forth in the written notice by
         the Bank contemplated hereby.

         (ii) The total of outstanding CD Rate Advances and Eurodollar  Advances
         shall not exceed 10 at any one time. Each CD Rate Advance or Eurodollar
         Advance  shall be in a minimum  amount of  $100,000  or in an  integral
         multiple of $100,000 above such amount.

         (iii) Any request by the Borrower  for a CD Rate Advance or  Eurodollar
         Advance must be given so as to be received by the Bank not later than:

                  (1) 10:00 a.m., Minneapolis time, on the date of the requested
                  Loan,  if the  Revolving  Loan shall be  comprised  of CD Rate
                  Advances; or

                  (2) 10:00 a.m.,  Minneapolis  time, two Business days prior to
                  the date of the  requested  Revolving  Loan, if the Loan shall
                  be, or shall include, a Eurodollar Advance.

         Each such request shall specify (i) the borrowing  date (which shall be
         a Business Day),  (ii) the amount of such Loan and the type or types of
         Advances  comprising such Loan, and (iii) the initial  Interest Periods
         for such Advances.

         (iv) The Borrower may elect to (i)  continue  any  outstanding  CD Rate
         Advance  or  Eurodollar   Advance  from  one  Interest  Period  into  a
         subsequent  Interest  Period  to begin  on the last day of the  earlier
         Interest Period,  or (ii) convert any outstanding  Advance into another
         type of Advance (on the last day of an  Interest  Period  only,  in the
         instance of a CD Rate  Advance or  Eurodollar  Advance),  by giving the
         Bank notice in writing,  or by telephone promptly confirmed in writing,
         given so as to be received by the Bank not later than:
<PAGE>

                  (1) 10:00 a.m., Minneapolis time, on the date of the requested
                  continuation  or  conversion,  if the  continuing or converted
                  Advance shall be a CD Rate Advance; or

                  (b) 10:00 a.m.,  Minneapolis  time, two Business days prior to
                  the date of the requested  continuation or conversion,  if the
                  continuing or converted Advance shall be a Eurodollar Advance.

         Each notice of  continuation  or conversion of an Advance shall specify
         (i) the effective date of the  continuation  or conversion  date (which
         shall be a  Business  Day),  (ii) the  amount  and the type or types of
         Advances  following  such  continuation  or  conversion,  and (iii) the
         Interest   Periods  for  such   Advances.   Absent   timely  notice  of
         continuation or conversion, each CD Rate Advance and Eurodollar Advance
         shall  automatically  convert into a Reference Rate Advance on the last
         day of an applicable Interest Period,  unless paid in full on such last
         day. No Advance  shall be continued  as, or  converted  into, a CD Rate
         Advance or a  Eurodollar  Advance if the shortest  Interest  Period for
         such Advance may not transpire prior to the Revolving  Termination Date
         (for a  Revolving  Loan) or the  date  due (for the Term  Loan) or if a
         Default or Event of Default shall exist.

         Section 2.3 Funding  Losses.  The Borrower will indemnify the Bank upon
demand  against  any  loss or  expense  which  the  Bank  may  sustain  or incur
(including,  without  limitation,  any loss or expense  sustained or incurred in
obtaining,  liquidating or employing deposits or other funds acquired to effect,
fund,  or maintain  any  Advance) as a  consequence  of any payment  (including,
without limitation, any payment pursuant to Section 4.2 or 9.2) of a Quoted Rate
Advance or any  portion  thereof  on a date other than the date the Quoted  Rate
Advance, or such portion,  shall be due. For purposes of calculating the funding
loss applicable to any Quoted Rate Advance,  if at the time of any prepayment of
a Quoted Rate  Advance  (whether  voluntary  or  involuntary,  and  specifically
including but not limited to any payment prior to scheduled  maturity  following
acceleration of any Term Note), the Interest  Differential is greater than zero,
the  Borrower  shall pay to the Bank a prepayment  premium  equal to the present
value (determined in accordance with standard financial practice) of the product
of the Interest Differential times the amount prepaid times the Average Maturity
Period. The amount of the prepayment premium shall be calculated as follows: The
amount prepaid shall be multiplied by (a) the Interest Differential, times (b) a
fraction,  the numerator of which is the number of days in the Average  Maturity
Period and the denominator of which is 360. The resulting  product shall then be
divided by the number of whole months (using a thirty-day  month) in the Average
Maturity  Period,  yielding  a  quotient  (the  "Quotient").  The  amount of the
prepayment  premium shall be the present value  (determined  in accordance  with
standard  financial  practice) on the date of prepayment  (using the  Government
Yield as of the date of such  prepayment as the discount  factor) of a stream of
equal  monthly  payments in number equal to the number of whole months  (using a
thirty-day  month)  in the  Average  Maturity  Period,  with the  amount of each
hypothetical  monthly  payment  equal to the Quotient and with the first payment
payable  thirty days after the date of  prepayment.  Because there is no readily
available index of rates payable on Quoted Rate Advances, nor any assurance that

<PAGE>

the Bank could replace  Quoted Rate  Advances with a similar loan,  the Borrower
and the Bank agree that  changes  in the  yields on U.S.  government  securities
provide a  reasonable  approximation  for changes in interest  rates  generally.
Determinations  by the Bank  for  purposes  of this  Section  2.3 of the  amount
required to indemnify  the Bank shall be  conclusive  in the absence of manifest
error.

         Section 2.4 Funding Losses - CD and Eurodollar  Advances.  The Borrower
will  indemnify the Bank upon demand  against any loss or expense which the Bank
may  sustain  or incur  (including,  without  limitation,  any  loss or  expense
sustained or incurred in obtaining,  liquidating or employing  deposits or other
funds acquired to effect, fund, or maintain any Advance) as a consequence of (i)
any failure of the Borrower to borrow,  continue or convert a CD Rate Advance or
Eurodollar  Advance on a date specified  therefor in a notice thereof,  or (iii)
any payment (including,  without limitation, any payment pursuant to Section 4.2
or 9.2) of a CD Rate Advance or a Eurodollar Advance or any portion thereof on a
date  other  than  the  last  day of  the  Interest  Period  for  such  Advance.
Determinations  by the Bank  for  purposes  of this  Section  2.4 of the  amount
required to indemnify  the Bank shall be  conclusive  in the absence of manifest
error.

                          ARTICLE III INTEREST AND FEES

         Section  3.1      Interest.

         (a) Quoted Rate Advances. The unpaid principal amount of each Term Loan
         that is a Quoted Rate Advance shall bear interest  prior to maturity at
         the Quoted Rate applicable to such Term Loan.

         (b) Revolving  Reference Rate Advances.  The unpaid principal amount of
         each  Revolving  Loan  and each  Term  Loan  that is not a Quoted  Rate
         Advance  shall bear  interest  prior to maturity at a variable rate per
         annum equal to the Reference Rate plus .375% per annum.

         (c) CD Rate  Advances.  The  unpaid  principal  amount  of each CD Rate
         Advance shall bear interest prior to maturity at a rate per annum equal
         to the CD Rate (Reserve  Adjusted) in effect for each  Interest  Period
         for such CD Rate Advance plus the Applicable Margin.

         (d) Eurodollar Advances. The unpaid principal amount of each Eurodollar
         Advance shall bear interest prior to maturity at a rate per annum equal
         to the Eurodollar  Rate (Reserve  Adjusted) in effect for each Interest
         Period for such Eurodollar Advance plus the Applicable Margin.

         (e) Past Due. Any amount of any Loan not paid when due,  whether at the
         date  scheduled  therefor  or  earlier  upon  acceleration,  shall bear
         interest until paid in full at a rate per annum equal to the sum of the
         Reference  Rate plus 2.375%,  but not less than the rate  applicable to
         the Loan immediately before it became due.
<PAGE>

         Section 3.2  Commitment  Fees.  The Borrower shall pay to the Bank fees
(the "Commitment Fees") in an amount determined by applying a rate of 0.375% per
annum to the average daily unused amount of the Revolving Credit  Commitment for
the  period  from  the  date  hereof  to the  Revolving  Termination  Date.  The
Commitment  Fees shall be payable  quarterly  in arrears on the last day of each
quarter of the Borrower's fiscal year.

         Section 3.3 Computation. Interest and Commitment Fees shall be computed
on the basis of actual days elapsed and a year of 360 days.

         Section 3.4 Payment Dates. Accrued interest under Section 3.1 (a), (b),
(c) and (d) and  Commitment  Fees  under  Section  3.2 shall be  payable  on the
Payment Dates. Accrued interest under Section 3.1(e) shall be payable on demand.

         Section 3.5  One-Time  Fee.  The  Borrower  shall,  upon  signing  this
Agreement, pay to the Bank a one-time fee of $22,313.


           ARTICLE IV PAYMENTS, PREPAYMENTS, REDUCTION OR TERMINATION
                            OF THE CREDIT AND SETOFF

         Section 4.1       Repayment.

         (a) Revolving  Loans.  The Revolving  Loans shall be due and payable on
         the Revolving Termination Date.

         (b) Tranche A Term Loans.  Each Tranche A Term Loan shall be payable in
         sixty  installments  of principal,  each equal to 1/60th of the initial
         principal  amount of such Tranche A Term Loan,  payable on the last day
         of each month of each year,  commencing on the first such day after the
         making of the relevant Tranche A Term Loan, with the final such payment
         equal to all outstanding principal.

         (c)  Tranche B Term Loan.  The  Tranche B Term Loan shall be payable in
         installments  of  $43,667.67,  payable on the last day of each month of
         each year,  commencing on the first such day after the date hereof, and
         a final payment equal to all outstanding principal on June 30, 1999.

         (d)  Tranche C Term Loan.  The  Tranche C Term Loan shall be payable in
         installments  of  $54,166.67,  payable on the last day of each month of
         each year,  commencing on the first such day after the date hereof, and
         a final  payment  equal to all  outstanding  principal  on December 31,
         2002.

         Section 4.2 Optional  Prepayments.  The Borrower  may,  upon written or
telephonic  notice received by the Bank,  prepay the Loans, in whole or in part,

<PAGE>

at any time subject to the provisions of Section 2.3 and 2.4,  without any other
premium or  penalty.  Any such  prepayment  must be  accompanied  by accrued and
unpaid interest on the amount  prepaid.  Each partial  prepayment  shall be in a
minimum amount of $100,000.  Each  prepayment of a Term Loan shall be applied to
the unpaid installments of such Term Loan in the inverse order of its maturity.

         Section 4.3 Optional  Reduction or Termination of the  Commitment.  The
Borrower  may, at any time,  upon no less than 30 Business Days prior written or
telephonic notice received by the Bank, reduce the Revolving Credit  Commitment,
with any such reduction in a minimum amount of $100,000 or an integral  multiple
thereof.  Upon any reduction in the Revolving Credit Commitment pursuant to this
Section,  the  Borrower  shall pay to the Bank the amount,  if any, by which the
aggregate  unpaid  principal  amount of outstanding  Loans exceeds the Revolving
Credit  Commitment  as so reduced,  together  with  accrued and unpaid  interest
thereon.  Amounts so paid cannot be  reborrowed.  The Borrower may, at any time,
upon not less than 30 Business Days prior written notice to the Bank,  terminate
the  Revolving  Credit  Commitment  in its  entirety.  Upon  termination  of the
Revolving Credit Commitment pursuant to this Section,  the Borrower shall pay to
the Bank the full amount of all  outstanding  Revolving  Loans,  all accrued and
unpaid interest thereon,  all unpaid Commitment Fees accrued to the date of such
termination  and all  other  unpaid  obligations  of the  Borrower  to the  Bank
hereunder.  All payments described in this Section are subject to the provisions
of Section 2.3 and 2.4.

         Section 4.4  Payments.  Payments and  prepayments  of principal of, and
interest on, the Notes and all fees,  expenses and other  obligations  under the
Loan  Documents  shall be made without  set-off or  counterclaim  in immediately
available funds not later than 2:00 p.m.,  Minneapolis time, on the dates due at
the main office of the Bank in Minneapolis, Minnesota. Funds received on any day
after such time shall be deemed to have been  received on the next Business Day.
Subject to the definition of the term "Interest Period", whenever any payment to
be made  hereunder  or on the Notes  shall be stated to be due on a day which is
not a Business Day, such payment shall be made on the next  succeeding  Business
Day and such  extension  of time shall be  included  in the  computation  of any
interest or fees.

               ARTICLE IVA ADDITIONAL PROVISIONS RELATING TO LOANS

         Section  4A.1  Increased  Costs.  If,  as a result  of any  law,  rule,
regulation,  treaty or directive, or any change therein or in the interpretation
or  administration  thereof,  or  compliance  by the Bank  with any  request  or
directive (whether or not having the force of law) from any court, central bank,
governmental authority, agency or instrumentality, or comparable agency:

         (a) any tax,  duty or other charge with respect to any Loan,  the Notes
         or the  Commitment is imposed,  modified or deemed  applicable,  or the
         basis of taxation of payments to the Bank of interest or  principal  of
         the Loans or of the  Commitment  Fees (other than taxes  imposed on the
         overall  net income of the Bank by the  jurisdiction  in which the Bank
         has its principal office) is changed;
<PAGE>

         (b)  any  reserve,  special  deposit,  special  assessment  or  similar
         requirement  against assets of, deposits with or for the account of, or
         credit extended by, the Bank is imposed, modified or deemed applicable;

         (c) any  increase  in the amount of capital  required or expected to be
         maintained by the Bank or any Person  controlling  the Bank is imposed,
         modified or deemed applicable; or

         (d) any other  condition  affecting this Agreement or the Commitment is
         imposed on the Bank or the relevant funding markets;

and the Bank determines that, by reason thereof,  the cost to the Bank of making
or maintaining  the Loans or the  Commitment is increased,  or the amount of any
sum  receivable by the Bank  hereunder or under the Notes in respect of any Loan
is reduced;

then, the Borrower shall pay to the Bank upon demand such  additional  amount or
amounts as will compensate the Bank (or the  controlling  Person in the instance
of (c) above) for such additional costs or reduction (provided that the Bank has
not been compensated for such additional cost or reduction in the calculation of
the CD Reserve Rate,  the  Eurodollar  Reserve Rate or the CD Assessment  Rate).
Determinations  by the Bank for purposes of this Section 4A.1 of the  additional
amounts  required to  compensate  the Bank shall be conclusive in the absence of
manifest  error.  In determining  such amounts,  the Bank may use any reasonable
averaging, attribution and allocation methods.

         Section 4A.2 Deposits  Unavailable or Interest Rate  Unascertainable or
Inadequate;  Impracticability. If the Bank determines (which determination shall
be conclusive and binding on the parties hereto) that:

         (a) deposits of the necessary  amount for the relevant  Interest Period
         for any CD Rate Advance or Eurodollar  Advance are not available to the
         Bank in the  relevant  markets  or that,  by  reason  of  circumstances
         affecting such market,  adequate and reasonable  means do not exist for
         ascertaining the CD Rate or Eurodollar  Interbank Rate, as the case may
         be, for such Interest Period;

         (b) the CD Rate  (Reserve  Adjusted) or the  Eurodollar  Rate  (Reserve
         Adjusted),  as the case may be, will not  adequately and fairly reflect
         the cost to the Bank of  making  or  funding  the CD Rate  Advances  or
         Eurodollar  Advances,  as the  case  may be,  for a  relevant  Interest
         Period; or

         (c) the making or funding of CD Rate Advances or  Eurodollar  Advances,
         as the case may be, has become  impracticable  as a result of any event
         occurring after the date of this Agreement which, in the opinion of the
         Bank,  materially  and  adversely  affects such  Advances or the Bank's
         Commitment to make such Advances or the relevant market;
<PAGE>

the Bank shall promptly give notice of such  determination to the Borrower,  and
(i) any notice of a new CD Rate Advance or Eurodollar  Advance,  as the case may
be,  previously given by the Borrower and not yet borrowed or converted shall be
deemed to be a notice to make an Advance of another  type,  as  selected  by the
Borrower,  and (ii) the Borrower shall be obligated to either prepay in full any
outstanding CD Rate Advances or Eurodollar Advances, as the case may be, without
premium or penalty on the last day of the current  Interest  Period with respect
thereto or convert any such Advance to an Advance of another  type,  as selected
by the Borrower, on such last day.

         Section 4A.3 Changes in Law  Rendering CD Rate  Advances or  Eurodollar
Advances  Unlawful.  If at any  time  due  to the  adoption  of any  law,  rule,
regulation,  treaty or directive, or any change therein or in the interpretation
or administration  thereof by any court, central bank,  governmental  authority,
agency or instrumentality,  or comparable agency charged with the interpretation
or  administration  thereof,  or for any other reason arising  subsequent to the
date of this  Agreement,  it shall become unlawful or impossible for the Bank to
make or fund any CD Rate Advance or Eurodollar  Advance,  the  obligation of the
Bank to provide such Advance shall, upon the happening of such event,  forthwith
be suspended for the duration of such illegality or  impossibility.  If any such
event shall make it unlawful or impossible  for the Bank to continue any CD Rate
Advance or Eurodollar Advance  previously made by it hereunder,  the Bank shall,
upon the happening of such event,  notify the Borrower  thereof in writing,  and
the Borrower shall,  at the time notified by the Bank,  either convert each such
unlawful  Advance to an Advance of another  type or repay such  Advance in full,
together with accrued  interest  thereon,  subject to the  provisions of Section
2.4.

         Section  4A.4   Discretion  of  the  Bank  as  to  Manner  of  Funding.
Notwithstanding any provision of this Agreement to the contrary,  the Bank shall
be entitled to fund and  maintain its funding of all or any part of the Loans in
any manner it elects;  it being understood,  however,  that for purposes of this
Agreement,  all  determinations  hereunder  shall  be  made as if the  Bank  had
actually funded and maintained each CD Rate Advance and each Eurodollar  Advance
during the  Interest  Period for such  Advance  through the purchase of deposits
having a term corresponding to such Interest Period and bearing an interest rate
equal, in the case of CD Rate Advances,  to the CD Rate for such Interest Period
or, in the case of Eurodollar  Advances,  to the  Eurodollar  Interbank Rate for
such  Interest   Period  (whether  or  not  the  Bank  shall  have  granted  any
participations in such Advances).

                         ARTICLE V CONDITIONS PRECEDENT

         Section 5.1  Conditions of Initial Loan.  The obligation of the Bank to
make the initial  Revolving Loan and any Terms Loans  hereunder shall be subject
to the satisfaction of the conditions  precedent,  in addition to the applicable
conditions  precedent  set forth in Section 5.2 below,  that the Bank shall have
received all of the following,  in form and substance  satisfactory to the Bank,
each duly executed and certified or dated the date of the initial Revolving Loan
and such initial Term Loan or such other date as is satisfactory to the Bank:
<PAGE>

         (a) The  Revolving  Note  executed  by a duly  authorized  officer  (or
         officers) of the Borrower.

         (b)  The  Term  Notes  executed  by a duly  authorized  officer  of the
         Borrower.

         (c) A copy of the corporate  resolution of the Borrower authorizing the
         execution, delivery and performance of the Loan Documents, certified by
         the Secretary or an Assistant Secretary of the Borrower.

         (d) An incumbency certificate showing the names and titles, and bearing
         the signatures  of, the officers of the Borrower  authorized to execute
         the Loan  Documents  and to request Loans  hereunder,  certified by the
         Secretary or an  Assistant  Secretary of the  Borrower,  together  with
         certified  copies  of the  Borrower's  Articles  of  Incorporation  and
         Bylaws.

         (e) A Certificate of Good Standing for the Borrower in the jurisdiction
         of  its  incorporation,   certified  by  the  appropriate  governmental
         official.

         (f) An opinion of counsel to the  Borrower,  addressed to the Bank,  in
         substantially the form of Exhibit C.

         (g) Confirmations of Security Agreements by HRM Claim Management, Inc.,
         Institute for Healthcare Quality,  Inc. and Health resource Management,
         Ltd.

         Section 5.2  Conditions  Precedent to all Loans.  The obligation of the
Bank to make any Loan  hereunder  (including the initial Loans) shall be subject
to the satisfaction of the following conditions precedent (and the request for a
Loan shall be deemed a representation that the following have been satisfied):

         (a) Before and after giving effect to such Loan, the representation and
         warranties contained in Article VI shall be true and correct, as though
         made on the date of such Loan.

         (b) Before and after giving effect to such Loan, no Default or Event of
         Default shall have occurred and be continuing.

         (c) For any Tranche A Term Loan,  the Borrower  shall have executed and
         delivered a Tranche A Term Note.



<PAGE>

                    ARTICLE VI REPRESENTATIONS AND WARRANTIES

         To  induce  the  Bank to  enter  into  this  Agreement,  to  grant  the
Commitment and to make Loans hereunder,  the Borrower represents and warrants to
the Bank:

         Section 6.1 Organization,  Standing,  Etc. The Borrower and each of its
corporate  Subsidiaries are corporations  duly incorporated and validly existing
and in good  standing  under the laws of the  jurisdiction  of their  respective
incorporation  and have all requisite  corporate power and authority to carry on
their  respective  businesses  as now  conducted,  to (in  the  instance  of the
Borrower) enter into the Loan Documents and to perform its obligations under the
Loan Documents. The Borrower and each of its Subsidiaries are duly qualified and
in good  standing as a foreign  corporation  in each  jurisdiction  in which the
character  of the  properties  owned,  leased or operated by it or the  business
conducted by it makes such qualification necessary.

         Section 6.2  Authorization  and Validity.  The execution,  delivery and
performance by the Borrower of the Loan  Documents have been duly  authorized by
all  necessary  corporate  action  by  the  Borrower,  and  the  Loan  Documents
constitute the legal, valid and binding obligations of the Borrower, enforceable
against the  Borrower in  accordance  with their  respective  terms,  subject to
limitations as to enforceability which might result from bankruptcy, insolvency,
moratorium  and other similar laws  affecting  creditors'  rights  generally and
subject to limitations on the availability of equitable remedies.

         Section  6.3 No  Conflict;  No Default.  The  execution,  delivery  and
performance  by the  Borrower  of the Loan  Documents  will not (a)  violate any
provision of any law, statute,  rule or regulation or any order, writ, judgment,
injunction,  decree, determination or award of any court, governmental agency or
arbitrator presently in effect having applicability to the Borrower, (b) violate
or contravene any provisions of the Articles (or  Certificate) of  Incorporation
of the Borrower,  or (c) result in a breach of or constitute a default under any
indenture, loan or credit agreement or any other agreement,  lease or instrument
to which the Borrower is a party or by which it or any of its  properties may be
bound or result in the  creation of any Lien on any asset of the Borrower or any
Subsidiary.  Neither the Borrower nor any  Subsidiary  is in default under or in
violation of any such law, statute,  rule or regulation,  order, writ, judgment,
injunction, decree, determination or award or any such indenture, loan or credit
agreement  or other  agreement,  lease or  instrument  in any case in which  the
consequences of such default or violation could constitute an Adverse Event.

         Section 6.4 Government Consent. No order, consent,  approval,  license,
authorization  or validation of, or filing,  recording or registration  with, or
exemption  by, any  governmental  or public body or authority is required on the
part of the  Borrower  to  authorize,  or is  required  in  connection  with the
execution,  delivery and  performance  of, or the  legality,  validity,  binding
effect or enforceability of, the Loan Documents.

         Section 6.5 Financial Statements and Condition.  The Borrower's audited
consolidated and consolidating  financial statements as at June 30, 1997 and its
unaudited consolidated and consolidating financial statements as at December 31,
1997, as heretofore furnished to the Bank, have been prepared in accordance with

<PAGE>

GAAP on a consistent  basis and fairly  present the  financial  condition of the
Borrower  and  its  Subsidiaries  as at such  dates  and the  results  of  their
operations  and changes in financial  position for the  respective  periods then
ended.  As of the dates of such financial  statements,  neither the Borrower nor
any Subsidiary had any material obligation,  contingent liability, liability for
taxes or long-term  lease  obligation  which is not reflected in such  financial
statements  or in the notes  thereto.  Since June 30, 1997, no Adverse Event has
occurred.

         Section 6.6 Litigation and Contingent Liabilities.  Except as described
in Exhibit D, there are no  actions,  suits or  proceedings  pending  or, to the
knowledge of the Borrower,  threatened  against or affecting the Borrower or any
Subsidiary or any of their  properties  before any court or  arbitrator,  or any
governmental  department,  board,  agency  or other  instrumentality  which,  if
determined  adversely to the Borrower or such  Subsidiary,  could  constitute an
Adverse  Event.  Except as  described in Exhibit E, neither the Borrower nor any
Subsidiary has any contingent liabilities which are material to the Borrower and
the Subsidiaries as a consolidated enterprise.

         Section  6.7  Compliance.  The  Borrower  and its  Subsidiaries  are in
material  compliance  with all statutes and  governmental  rules and regulations
applicable to them.

         Section 6.8 Environmental, Health and Safety Laws. There does not exist
any violation by the Borrower or any Subsidiary of any applicable federal, state
or local  law,  rule or  regulation  or order  of any  government,  governmental
department,  board, agency or other  instrumentality  relating to environmental,
pollution, health or safety matters which will or threatens to impose a material
liability  on the  Borrower or a  Subsidiary  or which would  require a material
expenditure by the Borrower or such Subsidiary to cure. Neither the Borrower nor
any  Subsidiary  has  received  any  notice to the  effect  that any part of its
operations or properties is not in material  compliance with any such law, rule,
regulation  or order or notice  that it or its  property  is the  subject of any
governmental  investigation  evaluating whether any remedial action is needed to
respond to any release of any toxic or  hazardous  waste or  substance  into the
environment,  the consequences of which  non-compliance or remedial action could
constitute an Adverse Event.

         Section 6.9 ERISA.  Each Plan  complies  with all  material  applicable
requirements of ERISA and the Code and with all material  applicable rulings and
regulations  issued under the  provisions  of ERISA and the Code  setting  forth
those requirements. No Reportable Event, other than a Reportable Event for which
the reporting  requirements  have been waived by  regulations  of the PBGC,  has
occurred and is continuing  with respect to any Plan. All of the minimum funding
standards applicable to such Plans have been satisfied and there exists no event
or condition  which would permit the institution of proceedings to terminate any
Plan under  Section  4042 of ERISA.  The  current  value of the Plans'  benefits
guaranteed  under  Title IV or ERISA does not exceed  the  current  value of the
Plans' assets allocable to such benefits.
<PAGE>

         Section 6.10  Regulation U. The Borrower is not engaged in the business
of extending  credit for the purpose of purchasing or carrying  margin stock (as
defined in Regulation U of the Board of Governors of the Federal Reserve System)
and no part of the proceeds of any Loan will be used to purchase or carry margin
stock  or  for  any  other  purpose  which  would  violate  any  of  the  margin
requirements of the Board of Governors of the Federal Reserve System.

         Section 6.11 Ownership of Property; Liens. Each of the Borrower and the
Subsidiaries  has good and marketable  title to its real properties and good and
sufficient  title to its other  properties,  including all properties and assets
referred  to as  owned  by the  Borrower  and its  Subsidiaries  in the  audited
financial  statement  of the  Borrower  referred  to in Section  6.5 (other than
property disposed of since the date of such financial  statement in the ordinary
course of business). None of the properties,  revenues or assets of the Borrower
or any of its Subsidiaries is subject to a Lien,  except for (a) Liens listed on
Exhibit F, or (b) Liens allowed under Section 8.11.

         Section 6.12 Taxes. Each of the Borrower and the Subsidiaries has filed
all  federal,  state and local tax returns  required to be filed and has paid or
made  provision  for the payment of all taxes due and  payable  pursuant to such
returns and pursuant to any  assessments  made against it or any of its property
and all other taxes, fees and other charges imposed on it or any of its property
by any governmental  authority (other than taxes,  fees or charges the amount or
validity of which is  currently  being  contested  in good faith by  appropriate
proceedings and with respect to which reserves in accordance with GAAP have been
provided  on the books of the  Borrower).  No tax Liens  have been  filed and no
material  claims are being  asserted  with  respect to any such  taxes,  fees or
charges.  The  charges,  accruals  and  reserves on the books of the Borrower in
respect of taxes and other governmental charges are adequate.

         Section  6.13  Trademarks,  Patents.  Each  of  the  Borrower  and  the
Subsidiaries  possesses or has the right to use all of the patents,  trademarks,
trade names, service marks and copyrights,  and applications  therefor,  and all
technology,  know-how,  processes,  methods and designs used in or necessary for
the conduct of its business, without known conflict with the rights of others.

         Section  6.14  Investment  Company  Act.  Neither the  Borrower nor any
Subsidiary is an "investment company" or a company "controlled" by an investment
company within the meaning of the Investment Company Act of 1940, as amended.

         Section 6.15 Public Utility Holding  Company Act.  Neither the Borrower
nor any Subsidiary is a "holding company" or a "subsidiary company" of a holding
company or an "affiliate" of a holding  company or of a subsidiary  company of a
holding  company within the meaning of the Public Utility Holding Company Act of
1935, as amended.

         Section 6.16 Subsidiaries.  Exhibit G sets forth as of the date of this
Agreement a list of all Subsidiaries and the number and percentage of the shares

<PAGE>

of each class of capital stock owned  beneficially  or of record by the Borrower
or any  Subsidiary  therein,  and  the  jurisdiction  of  incorporation  of each
Subsidiary.

         Section 6.17  Partnerships and Joint Ventures.  Exhibit H sets forth as
of the date of this  Agreement a list of all  partnerships  or joint ventures in
which the Borrower or any Subsidiary is a partner  (limited or general) or joint
venturer.

                        ARTICLE VII AFFIRMATIVE COVENANTS

         From the date of this Agreement and thereafter  until the Commitment is
terminated or expires and the Loans and all other liabilities of the Borrower to
the Bank  hereunder and under the Notes have been paid in full,  unless the Bank
shall  otherwise  expressly  consent in writing,  the Borrower will do, and will
cause each Subsidiary  (except in the instance of Section 7.1) to do, all of the
following:

         Section 7.1 Financial Statements and Reports. Furnish to the Bank:

         (a) As soon as available and in any event within 120 days after the end
         of each fiscal year of the  Borrower,  the annual  audit  report of the
         Borrower  and  its  Subsidiaries   prepared  on  a  consolidating   and
         consolidated basis and in conformity with GAAP,  consisting of at least
         statements  of income,  cash flow,  changes in  financial  position and
         stockholders' equity, and a consolidated balance sheet as at the end of
         such year, setting forth in each case in comparative form corresponding
         figures from the previous annual audit, certified without qualification
         by independent  certified  public  accountants  of recognized  standing
         selected by the Borrower and acceptable to the Bank,  together with any
         management letters,  management reports or other supplementary comments
         or reports to the Borrower or its board of directors  furnished by such
         accountants.

         (b) As soon as available  and in any event within 45 days after the end
         of each of the first three fiscal  quarters of each fiscal year, a copy
         of  the  unaudited   financial   statement  of  the  Borrower  and  its
         subsidiaries  prepared in the same manner as the audit report  referred
         to in Section 7.1(a), signed by the Borrower's chief financial officer,
         consisting of at least  consolidated  statements of income,  cash flow,
         changes in financial position and stockholders' equity for the Borrower
         and the  Subsidiaries  for such  quarter  and for the  period  from the
         beginning  of  such  fiscal  year to the  end of  such  quarter,  and a
         consolidated  balance  sheet  of the  Borrower  as at the  end of  such
         quarter.

         (c) Together  with the financial  statements  furnished by the Borrower
         under  Sections  7.1(a)  and  7.1(b),   a  Compliance   Certificate  in
         substantially  the form of  Exhibit  I,  signed by the chief  financial
         officer of the Borrower  demonstrating in reasonable  detail compliance
         (or  noncompliance,  as the  case may be)  with  each of the  financial
         ratios and  restrictions  contained in Article VIII and stating that as
         at the date of each such financial  statement,  there did not exist any
         Default  or Event of  Default  or, if such  Default or Event of Default

<PAGE>

         existed, specifying the nature and period of existence thereof and what
         action the Borrower proposes to take with respect thereto.

         (d)  Together  with the audited  financial  statements  required  under
         Section 7.1(a) and the unaudited  financial  statements  required under
         Section 7.1(b), a projection of the income and expenses of the Borrower
         for the following one-year period.

         (e) Immediately upon becoming aware of any Default or Event of Default,
         a notice  describing  the nature  thereof and what action the  Borrower
         proposes to take with respect thereto.

         (f) Immediately upon becoming aware of the occurrence,  with respect to
         any Plan, of any  Reportable  Event (other than a Reportable  Event for
         which the reporting  requirements have been waived by PBGC regulations)
         or any  "prohibited  transaction"  (as  defined in Section  4975 of the
         Code),  a notice  specifying  the nature  thereof  and what  action the
         Borrower  proposes to take with respect  thereto,  and, when  received,
         copies of any notice  from PBGC of  intention  to  terminate  or have a
         trustee appointed for any Plan.

         (g)  Promptly  upon  the  mailing  or  filing  thereof,  copies  of all
         financial  statements,  reports  and  proxy  statements  mailed  to the
         Borrower's  shareholders,  and copies of all  registration  statements,
         periodic  reports and other  documents  filed with the  Securities  and
         Exchange   Commission  (or  any  successor  thereto)  or  any  national
         securities exchange.

         (h) Immediately upon becoming aware of the occurrence  thereof,  notice
         of the  institution  of any  litigation,  arbitration  or  governmental
         proceeding,  or  the  rendering  of a  judgment  or  decision  in  such
         litigation or proceeding,  which could constitute an Adverse Event, and
         the steps being taken by the Person(s) affected by such proceeding.

         (i) Immediately upon becoming aware of the occurrence  thereof,  notice
         of any violation as to any environmental  matter by the Borrower or any
         Subsidiary and of the  commencement  of any judicial or  administrative
         proceeding relating to health,  safety or environmental  matters (i) in
         which an adverse determination or result could result in the revocation
         of or have a material  adverse  effect on any  operating  permits,  air
         emission permits,  water discharge permits,  hazardous waste permits or
         other permits held by the Borrower or any Subsidiary which are material
         to the  operations  of the Borrower or such  Subsidiary,  or (ii) which
         will or  threatens  to impose a material  liability  on the Borrower or
         such  Subsidiary  to any  Person  or  which  will  require  a  material
         expenditure  by the  Borrower  or such  Subsidiary  to cure any alleged
         problem or violation.

         (j) From time to time, such other  information  regarding the business,
         operation and financial  condition of the Borrower and the Subsidiaries
         as the Bank may reasonably request.
<PAGE>

         Section 7.2 Corporate Existence. Subject to Section 8.1 in the instance
of a  Subsidiary,  maintain its corporate  existence in good standing  under the
laws of its  jurisdiction of  incorporation  and its  qualification  to transact
business in each  jurisdiction  in which the character of the properties  owned,
leased  or  operated  by  it  or  the  business   conducted  by  it  makes  such
qualification necessary.

         Section 7.3 Insurance.  Maintain with  financially  sound and reputable
insurance  companies  such  insurance  as may be  required by law and such other
insurance  in such  amounts and against such hazards as is customary in the case
of reputable  corporations engaged in the same or similar business and similarly
situated.

         Section  7.4  Payment of Taxes and  Claims.  File all tax  returns  and
reports  which are  required by law to be filed by it and pay before they become
delinquent all taxes,  assessments and  governmental  charges and levies imposed
upon it or its  property  and all  claims  or  demands  of any kind  (including,
without  limitation,  those  of  suppliers,   mechanics,  carriers,  warehouses,
landlords and other like Persons) which, if unpaid, might result in the creation
of a Lien upon its property;  provided that the foregoing items need not be paid
if they are being  contested in good faith by  appropriate  proceedings,  and as
long as the  Borrower's  or  such  Subsidiary's  title  to its  property  is not
materially  adversely affected,  its use of such property in the ordinary course
of its business is not  materially  interfered  with and adequate  reserves with
respect thereto have been set aside on the Borrower's or such Subsidiary's books
in accordance with GAAP.

         Section 7.5  Inspection.  Permit any Person  designated  by the Bank to
visit and inspect any of its properties,  corporate books and financial records,
to  examine  and to make  copies of its books of  accounts  and other  financial
records,  and to discuss the affairs,  finances and accounts of the Borrower and
the Subsidiaries with, and to be advised as to the same by, its officers at such
reasonable times and intervals as the Bank may designate. So long as no Event of
Default  exists,  the  expenses  of the Bank for such  visits,  inspections  and
examinations  shall  be at the  expense  of  the  Bank,  but  any  such  visits,
inspections,  and  examinations  made while any Event of  Default is  continuing
shall be at the reasonable expense of the Borrower.

         Section 7.6 Maintenance of Properties.  Maintain its properties used or
useful in the  conduct of its  business  in good  condition,  repair and working
order,  and  supplied  with all  necessary  equipment,  and  make all  necessary
repairs,  renewals,  replacements,  betterments and improvements thereto, all as
may be necessary so that the business carried on in connection  therewith may be
properly and advantageously conducted at all times.

         Section 7.7 Books and Records.  Keep  adequate  and proper  records and
books of account in which full and correct entries will be made of its dealings,
business and affairs.

         Section 7.8 Compliance.  Comply in all material  respect with all laws,
rules, regulations, orders, writs, judgments,  injunctions, decrees or awards to
which it may be subject.
<PAGE>

         Section 7.9 ERISA.  Maintain each Plan in compliance  with all material
applicable  requirements  of  ERISA  and of  the  Code  and  with  all  material
applicable  rulings and regulations  issued under the provisions of ERISA and of
the Code.

         Section 7.10 Environmental  Matters.  Observe and comply with all laws,
rules, regulations and orders of any government or government agency relating to
health, safety, pollution, hazardous materials or other environmental matters to
the extent  non-compliance  could  result in a material  liability  or otherwise
constitute an Adverse Event.

                         ARTICLE VIII NEGATIVE COVENANTS

         From the date of this Agreement and thereafter  until the Commitment is
terminated or expires and the Loans and all other liabilities of the Borrower to
the Bank  hereunder and under the Notes have been paid in full,  unless the Bank
shall otherwise  expressly  consent in writing,  the Borrower will not, and will
not permit any Subsidiary to, do any of the following:

         Section 8.1 Merger.  Merge or  consolidate  or enter into any analogous
reorganization  or  transaction  with  any  Person;   provided,   however,   any
wholly-owned  Subsidiary may be merged with or liquidated  into the Borrower (if
the Borrower is the surviving corporation) or any other wholly-owned Subsidiary.

         Section 8.2 Sale of Assets. Sell,  transfer,  lease or otherwise convey
all or any  substantial  part of its  assets  except  for  sales  and  leases of
inventory  in the  ordinary  course of  business  and  except for sales or other
transfers by a wholly-owned  Subsidiary to the Borrower or another  wholly-owned
Subsidiary.

         Section 8.3 Purchase of Assets.  Purchase or lease or otherwise acquire
all or  substantially  all of the assets of any Person  (except for purchases or
other transfers by the Borrower or a wholly-owned Subsidiary from a wholly-owned
Subsidiary) in an amount not in excess of $1,000,000  for any such  acquisition,
and in an aggregate  amount which,  together with  Investments  permitted  under
Section 8.9, plus Capital  Expenditures  permitted under Section 8.16, would not
exceed  $12,000,000;  provided,  that any such  acquisition  would  not cause an
Adverse Event.

         Section 8.4 Plans. Permit any condition to exist in connection with any
Plan which might  constitute  grounds for the PBGC to institute  proceedings  to
have such Plan terminated or a trustee appointed to administer such Plan, permit
any Plan to  terminate  under  any  circumstances  which  would  cause  the lien
provided  for in  Section  4068 of ERISA to attach to any  property,  revenue or
asset of the Borrower or any Subsidiary or permit the underfunded amount of Plan
benefits guaranteed under Title IV of ERISA to exceed $50,000.

         Section 8.5 Change in Nature of Business.  Make any material  change in
the nature of the business of the Borrower or such Subsidiary,  as carried on at
the date hereof.
<PAGE>

         Section 8.6 Subsidiaries, Partnerships, Joint Ventures and Ownership of
Stock. Do any of the following:  (a) form or acquire any corporation which would
thereby become a Subsidiary; (b) form or enter into any partnership as a limited
or general  partner or into any joint  venture;  (c)  permit any  Subsidiary  to
purchase or otherwise  acquire any shares of the stock of the  Borrower;  or (d)
take any action, or permit any Subsidiary to take any action, which would result
in a decrease in the Borrower's or any  Subsidiary's  ownership  interest in any
Subsidiary  (including,  without  limitation,  decrease in the percentage of the
shares of any class of stock owned).

         Section 8.7 Other Agreements.  Enter into any agreement,  bond, note or
other instrument with or for the benefit of any Person other than the Bank which
would: (a) prohibit the Borrower or such Subsidiary from granting,  or otherwise
limit the ability of the Borrower or such  Subsidiary to grant,  to the Bank any
Lien on any assets or properties of the Borrower or such  Subsidiary;  or (b) be
violated or breached by the Borrower's  performance of its obligations under the
Loan Documents.

         Section 8.8  Restricted  Payments.  Either:  (a)  purchase or redeem or
otherwise  acquire for value any shares of the  Borrower's  or any  Subsidiary's
stock,  declare or pay any  dividends  thereon  (other than stock  dividends and
dividends payable solely to the Borrower),  make any distribution on, or payment
on account of the  purchase,  redemption,  defeasance  or other  acquisition  or
retirement for value of, any shares of the Borrower's or any Subsidiary's  stock
or set aside  any  funds for any such  purpose  (other  than  payment  to, or on
account of or for the  benefit  of,  the  Borrower  only);  or (b)  directly  or
indirectly  make any payment  on, or redeem,  repurchase,  defease,  or make any
sinking  fund  payment on account of, or any other  provision  for, or otherwise
pay,  acquire or retire for  value,  any  Indebtedness  of the  Borrower  or any
Subsidiary  that is  subordinated  in right of  payment  to the  Loans  (whether
pursuant to its terms or by  operation of law),  except for  regularly-scheduled
payments  of  interest  and   principal   (which  shall  not  include   payments
contingently  required  upon  occurrence  of a change of control or other event)
that are not otherwise  prohibited  hereunder or under the document or agreement
stating the terms of such subordination.

         Section  8.9  Investments.  Acquire for value,  make,  have or hold any
Investments, except:

         (a) Investments outstanding on the date hereof and listed on Exhibit J;

         (b) Travel advances to officers and employees in the ordinary course of
         business;

         (c) Investments in readily  marketable direct obligations of the United
         States of America  having  maturities of one year or less from the date
         of acquisition;
<PAGE>

         (d)  Certificates  of deposit or bankers'  acceptances,  each  maturing
         within one year from the date of acquisition,  issued by any commercial
         bank organized under the laws of the United States or any State thereof
         which has (i)(1) combined capital,  surplus and undivided profits of at
         least  $100,000,000,  and  (2) a  credit  rating  with  respect  to its
         unsecured indebtedness from a nationally recognized rating service that
         is satisfactory to the Bank, or (ii) certificate of deposits issued by,
         or savings  accounts or demand  deposit  accounts held with,  Riverside
         Bank, 7760 France Avenue South, Bloomington, Minnesota, 55435, or First
         of America Bank - Michigan, N.A., 108 East Michigan Avenue,  Kalamazoo,
         Michigan  49007,  in an amount not in excess of  $500,000  in each such
         bank, provided,  that such banks can meet the credit rating requirement
         set forth in clause (i)(2) above;

         (e) Commercial paper maturing within 270 days from the date of issuance
         and given the highest rating by a nationally recognized rating service;

         (f) Repurchase  agreements  relating to securities issued or guaranteed
         as to principal and interest by the United States of America;

         (g) extensions of credit in the nature of accounts  receivable or notes
         receivable  arising from the sale of goods and services in the ordinary
         course of business;

         (h)  shares of  stock,  obligations  or other  securities  received  in
         settlement of claims arising in the ordinary course of business; and

         (i)  Investments  outstanding on the date hereof in Subsidiaries by the
         Borrower and other Subsidiaries; and

         (j) Investments (other than Investments  allowed in clauses (a) through
         (i) above) in an aggregate amount not in excess of $500,000.

         Section 8.10 Indebtedness.  Incur,  create,  issue, assume or suffer to
exist any Indebtedness, except:

         (a) Indebtedness under this Agreement;

         (b) Current liabilities, other than for borrowed money, incurred in the
         ordinary course of business;

         (c)  Indebtedness  existing on the date of this Agreement and disclosed
         on Exhibit K hereto;

         (d) Indebtedness  secured by Liens permitted under Section 8.11 hereof;
         and
<PAGE>

         (e) Indebtedness consisting of endorsements for collection,  deposit or
         negotiation  and  warranties  of  products  or  services,  in each case
         incurred in the ordinary course of business.

         Section 8.11 Liens.  Create,  incur, assume or suffer to exist any Lien
with respect to any property,  revenues or assets now owned or hereafter arising
or acquired, except:

         (a) Liens in connection with the acquisition of property after the date
         hereof by way of purchase  money  mortgage,  conditional  sale or other
         title retention agreement,  Capitalized Lease or other deferred payment
         contract,  and  attaching  only to the property  being  acquired if the
         Indebtedness  secured  thereby  does not exceed 100% of the fair market
         value of such property at the time of acquisition thereof;

         (b) Liens  existing  on the date of this  Agreement  and  disclosed  on
         Exhibit F hereto;

         (c)  Deposits or pledges to secure  payment of  workers'  compensation,
         unemployment  insurance,  old age  pensions  or other  social  security
         obligations,  in the  ordinary  course of business of the Borrower or a
         Subsidiary;

         (d) Liens for taxes,  fees,  assessments and  governmental  charges not
         delinquent  or to the extent that  payments  therefor  shall not at the
         time be  required  to be made in  accordance  with  the  provisions  of
         Section 8.4;

         (e) Liens of carriers,  warehousemen,  mechanics and  materialmen,  and
         other like Liens arising in the ordinary  course of business,  for sums
         not due or to the extent that payment therefor shall not at the time be
         required to be made in accordance  with the  provisions of Section 8.4;
         and

         (f)  Deposits  to secure  the  performance  of bids,  trade  contracts,
         leases,  statutory  obligations and other  obligations of a like nature
         incurred in the ordinary course of business.

         Section 8.12 Contingent  Liabilities.  Either: (i) endorse,  guarantee,
contingently  agree to  purchase  or to  provide  funds for the  payment  of, or
otherwise become  contingently  liable upon, any obligation of any other Person,
except by the  endorsement of negotiable  instruments  for deposit or collection
(or similar  transactions) in the ordinary course of business,  or (ii) agree to
maintain  the net worth or working  capital of, or provide  funds to satisfy any
other financial test applicable to, any other Person.

         Section 8.13  Unconditional  Purchase  Obligations.  Enter into or be a
party to any contract for the purchase or lease of materials,  supplies or other
property  or  services  if such  contract  requires  that  payment be made by it
regardless of whether or not delivery is ever made of such  materials,  supplies
or other property or services.
<PAGE>

         Section  8.14  Transactions  with Related  Parties.  Enter into or be a
party to any  transaction or arrangement,  including,  without  limitation,  the
purchase,  sale lease or exchange of property or the  rendering  of any service,
with any Related  Party,  except in the  ordinary  course of and pursuant to the
reasonable  requirements  of  the  Borrower's  or  the  applicable  Subsidiary's
business and upon fair and reasonable terms no less favorable to the Borrower or
such Subsidiary than would obtain in a comparable arm's-length  transaction with
a Person not a Related Party.

         Section  8.15 Use of  Proceeds.  Permit any proceeds of the Loans to be
used,  either  directly  or  indirectly,  for the  purpose,  whether  immediate,
incidental or ultimate,  of "purchasing or carrying any margin stock" within the
meaning of Regulation U of the Federal  Reserve  Board,  as amended from time to
time, and furnish to the Bank, upon its request,  a statement in conformity with
the requirements of Federal Reserve Form U-1 referred to in Regulation U.

         Section 8.16 Capital Expenditures.  Make aggregate consolidated Capital
Expenditures in an amount in excess of (a) $10,000,00 during any fiscal year for
software development expenditures, or (b) $12,000,000 during any fiscal year for
all Capital  Expenditures  (including  without limitation  software  development
expenditures).

         Section  8.17  Consolidated  Tangible  Net  Worth.  At any time  permit
Consolidated  Tangible Net Worth to be less than the greater of (a)  $9,500,000,
or (b) 0.85 times the actual Consolidated  Tangible Net Worth as of the last day
of the most recently-ended fiscal year of the Borrower.

         Section 8.18 Consolidated  Leverage Ratio. At any time permit the ratio
of  consolidated  total  liabilities  (as determined in accordance with GAAP) to
Consolidated Tangible Net Worth to be greater than 2.50 to 1.00.

         Section 8.19 Operating Cash Flow Leverage. At any time permit the ratio
of the Borrower's consolidated  interest-bearing Indebtedness as of the last day
of any  quarter  to its  Consolidated  Operating  Income  for the period of four
consecutive fiscal quarters then ending to be greater than 3.00 to 1.00.

         Section 8.20 Fixed Charge Coverage Ratio. Permit the Consolidated Fixed
Charge Coverage Ratio for any period of four  consecutive  fiscal quarters to be
less than 1.50 to 1.00.

                    ARTICLE IX EVENTS OF DEFAULT AND REMEDIES

         Section 9.1 Events of Default. The occurrence of any one or more of the
following events shall constitute an Event of Default:
<PAGE>

         (a) The Borrower shall fail to make when due,  whether by  acceleration
         or  otherwise,  any payment of principal of or interest on the Notes or
         any fee or other amount required to be made to the Bank pursuant to the
         Loan Documents;

         (b) The Borrower shall fail to make when due,  whether by  acceleration
         or otherwise,  any payment on any other  obligations  to the Bank or an
         affiliate thereof;

         (c) Any  representation or warranty made or deemed to have been made by
         or on behalf of the Borrower or any Subsidiary in the Loan Documents or
         on  behalf  of the  Borrower  or  any  Subsidiary  in any  certificate,
         statement,  report or other  writing  furnished  by or on behalf of the
         Borrower to the Bank or any  affiliate of the Bank pursuant to the Loan
         Documents or any other instrument, document or agreement shall prove to
         have been false or misleading in any material respect on the date as of
         which the facts set  forth are  stated or  certified  or deemed to have
         been stated or certified;

         (d) The  Borrower  shall fail to comply with  Section 7.2 hereof or any
         Section of Article VIII hereof;

         (e) The  Borrower  shall fail to comply with any  agreement,  covenant,
         condition,  provision or term contained in the Loan Documents (and such
         failure shall not constitute an Event of Default under any of the other
         provisions of this Section 9.1) or in any other instrument, document or
         agreement with an affiliate of the Bank, including FBS Business Finance
         Corporation.

         (f) The  Borrower or any  Subsidiary  shall  become  insolvent or shall
         generally  not pay its debts as they mature or shall  apply for,  shall
         consent  to, or shall  acquiesce  in the  appointment  of a  custodian,
         trustee  or  receiver  of the  Borrower  or  such  Subsidiary  or for a
         substantial  part of the  property  thereof  or, in the absence of such
         application,  consent or acquiescence, a custodian, trustee or receiver
         shall  be  appointed  for  the  Borrower  or  a  Subsidiary  or  for  a
         substantial  part of the property  thereof and shall not be  discharged
         within 30 days;

         (g)  Any  bankruptcy,   reorganization,   debt   arrangement  or  other
         proceedings  under any bankruptcy or insolvency law shall be instituted
         by or against the Borrower or a Subsidiary,  and, if instituted against
         the  Borrower  or  a  Subsidiary,  shall  have  been  consented  to  or
         acquiesced  in by the  Borrower  or such  Subsidiary,  or shall  remain
         undismissed for 30 days, or an order for relief shall have been entered
         against  the  Borrower  or  such  Subsidiary,  or the  Borrower  or any
         Subsidiary shall take any corporate  action to approve  institution of,
         or acquiescence in, such a proceeding;

         (h) Any dissolution or liquidation proceeding shall be instituted by or
         against the Borrower or a  Subsidiary  and, if  instituted  against the
         Borrower or such Subsidiary,  shall be consented to or acquiesced in by

<PAGE>

         the  Borrower  or  such   Subsidiary   or  shall  remain  for  30  days
         undismissed, or the Borrower or any Subsidiary shall take any corporate
         action  to  approve   institution  of,  or  acquiescence   in,  such  a
         proceeding;

         (i) A judgment or  judgments  for the payment of money in excess of the
         sum of $50,000 in the aggregate shall be rendered  against the Borrower
         or a Subsidiary and the Borrower or such Subsidiary shall not discharge
         the same or provide for its discharge in accordance  with its terms, or
         procure a stay of  execution  thereof,  prior to any  execution on such
         judgments by such  judgment  creditor,  within 30 days from the date of
         entry thereof, and within said period of 30 days, or such longer period
         during  which  execution  of such  judgment  shall  be  stayed,  appeal
         therefrom  and cause the  execution  thereof to be stayed  during  such
         appeal;

         (j) The  institution by the Borrower or any ERISA Affiliate of steps to
         terminate  any Plan if in order to  effectuate  such  termination,  the
         Borrower  or  any  ERISA   Affiliate   would  be  required  to  make  a
         contribution  to such Plan, or would incur a liability or obligation to
         such Plan, and (ii)  immediately  after giving effect to the payment of
         satisfaction of such contribution,  liability or obligation (if made or
         undertaken  by the  Borrower or any  Subsidiary)  a Default or Event of
         Default would exist and be continuing,  or the  institution by the PBGC
         of steps to terminate any Plan;

         (k) The  maturity  of any  Indebtedness  of the  Borrower  (other  than
         Indebtedness  covered  under  Sections  9.1(a)  and  (b)  hereof)  or a
         Subsidiary shall be accelerated,  or the Borrower or a Subsidiary shall
         fail to pay any  such  Indebtedness  when  due or,  in the case of such
         Indebtedness payable on demand, when demanded, or any event shall occur
         or condition shall exist and shall continue for more than the period of
         grace, if any, applicable thereto and shall have the effect of causing,
         or permitting  (any required  notice having been given and grace period
         having  expired) the holder of any such  Indebtedness or any trustee or
         other Person acting on behalf of such holder to cause such Indebtedness
         to become  due prior to its  stated  maturity  or to  realize  upon any
         collateral given as security therefor; or

         (l) The Bank shall have  determined in good faith (which  determination
         shall be  conclusive)  that an Adverse  Event has occurred and that the
         prospect  of  payment  or  performance  by the  Borrower  of any of its
         obligations  to the Bank,  hereunder  or under  any  other  instrument,
         document or agreement,  is materially impaired and the condition giving
         rise to such  determination  continues  for 10 days after notice to the
         Borrower by the Bank.

         Section 9.2 Remedies. If (a) any Event of Default described in Sections
9.1(f),  9.1(g)  or  9.1(h)  shall  occur  with  respect  to the  Borrower,  the
Commitment shall  automatically  terminate and the outstanding  unpaid principal
balance of the Notes, the accrued interest thereon and all other  obligations of
the Borrower to the Bank under the Loan  Documents  shall  automatically  become
immediately  due and payable;  or (b) any other Event of Default shall occur and

<PAGE>

be continuing,  then the Bank may take any or all of the following actions:  (i)
declare the Commitment  terminated,  whereupon the Commitment  shall  terminate,
(ii) declare that the outstanding  unpaid  principal  balance of the Notes,  the
accrued and unpaid interest thereon and all other obligations of the Borrower to
the Bank under the Loan Documents to be forthwith due and payable, whereupon the
Notes, all accrued and unpaid interest  thereon and all such  obligations  shall
immediately become due and payable, in each case without demand or notice of any
kind, all of which are hereby expressly waived, anything in this Agreement or in
the  Notes to the  contrary  notwithstanding,  (iii)  exercise  all  rights  and
remedies under any other instrument,  document or agreement between the Borrower
and the Bank, and (iv) enforce all rights and remedies under any applicable law.

         Section 9.3 Offset.  In addition to the  remedies  set forth in Section
9.2, upon the occurrence of any Event of Default or at any time thereafter while
such Event of Default  continues,  the Bank or any other holder of the Notes may
offset any and all  balances,  credits,  deposits  (general or special,  time or
demand,  provisional  or  final),  accounts  or monies of the  Borrower  then or
thereafter with the Bank or such other holder, or any obligations of the Bank or
such  other  holder of the  Notes,  against  the  Indebtedness  then owed by the
Borrower to the Bank.

                             ARTICLE X MISCELLANEOUS

         Section 10.1 Waiver and  Amendment.  No failure on the part of the Bank
or the holder of the Notes to exercise and no delay in  exercising  any power or
right  hereunder  or under any other  Loan  Document  shall  operate as a waiver
thereof; nor shall any single or partial exercise of any power or right preclude
any other or further  exercise  thereof or the  exercise  of any other  power or
right.  The remedies herein and in any other  instrument,  document or agreement
delivered or to be delivered to the Bank hereunder or in connection herewith are
cumulative  and not  exclusive of any remedies  provided by law. No notice to or
demand on the Borrower  not  required  hereunder or under the Notes shall in any
event  entitle the Borrower to any other or further  notice or demand in similar
or other  circumstances  or  constitute a waiver of the right of the Bank or the
holder of the Notes to any other or further action in any circumstances  without
notice or demand. No amendment,  modification or waiver of any provision of this
Agreement  or  consent  to any  departure  by the  Borrower  therefrom  shall be
effective  unless the same shall be in writing and signed by the Bank,  and then
such amendment,  modifications, waiver or consent shall be effective only in the
specific instances and for the specific purpose for which given.

         Section 10.2 Expenses and Indemnities.  Whether or not any Loan is made
hereunder,  the  Borrower  agrees  to  reimburse  the Bank upon  demand  for all
reasonable expenses paid or incurred by the Bank (including filing and recording
costs and fees and expenses of legal counsel,  who may be employees of the Bank)
in connection with the  preparation,  review,  execution,  delivery,  amendment,
modification,  interpretation, collection and enforcement of the Loan Documents.
The Borrower  agrees to pay, and save the Bank harmless from all liability  for,
any stamp or other taxes which may be payable with  respect to the  execution or
delivery of the Loan  Documents.  The Borrower  agrees to indemnify and hold the

<PAGE>

Bank  harmless  from any loss or  expense  which may arise or be  created by the
acceptance of telephonic  or other  instructions  for making Loans or disbursing
the proceeds  thereof.  The  obligations of the Borrower under this Section 10.2
shall survive any termination of this Agreement.

         Section  10.3  Notices.  Except  when  telephonic  notice is  expressly
authorized by this Agreement,  any notice or other communication to any party in
connection  with this Agreement  shall be in writing and shall be sent by manual
delivery,  facsimile  transmission,  overnight  courier  or United  States  mail
(postage  prepaid)  addressed  to such  party at the  address  specified  on the
signature  page  hereof,  or at such  other  address  as such  party  shall have
specified to the other party  hereto in writing.  All periods of notice shall be
measured from the date of delivery thereof if manually delivered,  from the date
of sending  thereof if sent by facsimile  transmission,  from the first Business
Day after the date of sending if sent by  overnight  courier,  or from four days
after the date of mailing if mailed;  provided,  however, that any notice to the
Bank  under  Article  II hereof  shall be deemed  to have been  given  only when
received by the Bank.

         Section  10.4  Successors.  This  Agreement  shall be binding  upon the
Borrower and the Bank and their  respective  successors  and assigns,  and shall
inure to the benefit of the Borrower and the Bank and the successors and assigns
of the Bank.  The  Borrower  shall not  assign  its  rights or duties  hereunder
without the written consent of the Bank.

         Section  10.5  Participations  and  Information.   The  Bank  may  sell
participation  interests in any or all of the Loans and in all or any portion of
the Commitment to any Person.  The Bank may furnish any  information  concerning
the Borrower in the possession of the Bank from time to time to participants and
prospective  participants  and may  furnish  information  in  response to credit
inquiries consistent with general banking practice.

         Section 10.6  Severability.  Any  provision of the  Agreement  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof or  affecting  the  validity or
enforceability of such provision in any other jurisdiction.

         Section 10.7  Subsidiary  References.  The provisions of this Agreement
relating to Subsidiaries  shall apply only during such times as the Borrower has
one or more Subsidiaries.

         Section 10.8 Captions. The captions or headings herein and any table of
contents hereto are for convenience only and in no way define, limit or describe
the scope or intent of any provision of this Agreement.

         Section 10.9 Entire Agreement.  This Agreement and the Notes embody the
entire  agreement  and  understanding  between  the  Borrower  and the Bank with
respect to the subject matter hereof and thereof.  This Agreement supersedes all
prior agreements and understandings relating to the subject matter hereof.
<PAGE>

         Section  10.10  Counterparts.  This  Agreement  may be  executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument,  and either of the parties hereto may execute this Agreement by
signing any such counterpart.

         Section  10.11  Existing  Security   Agreement.   The  Borrower  hereby
reaffirms  the  Security  Agreement,  dated as of June 24,  1994 (the  "Security
Agreement") and acknowledges and agrees that the Security  Agreement secures all
of its obligations to the Bank, including obligations under this Agreement,  and
that this  Agreement  shall be deemed the  "Credit  Agreement"  for  purposes of
references thereto in the Security Agreement.

         Section  10.12  Waiver.  The Borrower has informed the Bank that it was
not in compliance with Section 9.16 ("Capital  Expenditures")  of this Agreement
as in effect prior to this  amendment  and  restatement  for the periods  ending
September  30, 1997  through  April 30,  1998.  The Bank  waives the  Borrower's
non-compliance  with such  Section of this  Agreement as in effect prior to this
amendment  and  restatement  as applied to such period and waives any Default or
Event of Default arising from such  non-compliance.  This waiver shall not apply
to any other or  subsequent  failure  to comply  with such  Section or any other
provision of this Agreement.

         Section   10.13   Governing   Law.  THE  VALIDITY,   CONSTRUCTION   AND
ENFORCEABILITY OF THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE  STATE OF  MINNESOTA,  WITHOUT  GIVING  EFFECT TO  CONFLICT  OF LAWS
PRINCIPLES  THEREOF,  BUT  GIVING  EFFECT TO FEDERAL  LAWS OF THE UNITED  STATES
APPLICABLE TO NATIONAL BANKS.

         Section 10.14 Consent to Jurisdiction.  AT THE OPTION OF THE BANK, THIS
AGREEMENT AND THE NOTES MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA  STATE
COURT SITTING IN MINNEAPOLIS OR ST. PAUL,  MINNESOTA;  AND THE BORROWER CONSENTS
TO THE  JURISDICTION  AND VENUE OF ANY SUCH COURT AND WAIVES ANY  ARGUMENT  THAT
VENUE IN SUCH FORUMS IS NOT CONVENIENT.  IN THE EVENT THE BORROWER COMMENCES ANY
ACTION  IN  ANOTHER  JURISDICTION  OR VENUE  UNDER ANY TORT OR  CONTRACT  THEORY
ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP  CREATED BY THIS AGREEMENT,
THE BANK AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE  TRANSFERRED TO ONE OF
THE  JURISDICTIONS  AND VENUES  ABOVE-DESCRIBED,  OR IF SUCH TRANSFER  CANNOT BE
ACCOMPLISHED   UNDER  APPLICABLE  LAW,  TO  HAVE  SUCH  CASE  DISMISSED  WITHOUT
PREJUDICE.

         Section 10.15 Waiver of Jury Trial.  THE BORROWER WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY  ACTION OR  PROCEEDING  TO ENFORCE OR DEFEND ANY RIGHTS (a)
UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT,  INSTRUMENT,  DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION  HEREWITH OR (b)

<PAGE>

ARISING  FROM  ANY  BANKING  RELATIONSHIP   EXISTING  IN  CONNECTION  WITH  THIS
AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above.

                                           HEALTH RISK MANAGEMENT, INC.

                                           By: /s/ Thomas P. Clark
Address:
8000 West 78th Street                      Title: CFO
Minneapolis, Minnesota 55439
Attention: Mr. Thomas P. Clark
Telephone: (612) 829-3525
Fax: (612) 946-7516

                                           U.S. BANK NATIONAL ASSOCIATION


                                           By: /s/ Richard G. Trembley
Address: 601 Second Avenue South
Minneapolis, Minnesota 55402               Title: Vice President
Attention:  Mr. Richard G. Trembley
Telephone: (612) 973-0626
Fax:  (612) 973-0822

<PAGE>


         The following exhibits to the Amended and Restated Revolving Credit and
Term Loan  Agreement  are not being filed  herewith  but will be provided to the
Commission upon request:

     Exhibit A                -  Form of Revolving Note
     Exhibits B-1, B-2, B-3   -  Form of Term Notes
     Exhibit C                -  Form of Legal Opinion
     Exhibit D                -  Litigation
     Exhibit E                -  Contingent Liabilities
     Exhibit F                -  Existing Liens
     Exhibit G                -  Subsidiaries
     Exhibit H                -  Partnerships/Joint Ventures
     Exhibit I                -  Compliance Certificate
     Exhibit J                -  Investments
     Exhibit K                -  Existing Indebtedness