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Exhibit 10.2

                                 LOAN AGREEMENT

         THIS LOAN AGREEMENT (this "AGREEMENT") is dated for reference purposes
and entered into as of December 29, 2000, by and between FLEET BUSINESS CREDIT
CORPORATION ("LENDER"), and WEST LAKE ACQUISITION CORPORATION, a Maryland
corporation, AGOURA HILLS CORPORATION, a Maryland corporation and MCSi-IG-PV,
INC., a Texas corporation (each a "BORROWER" and collectively, the "BORROWERS").

                                    RECITALS

         A. Lender has previously provided financial accommodations to
Intellisys Group, Inc. and certain of its wholly-owned subsidiaries
(collectively, "SELLERS") pursuant to that certain Loan and Security Agreement
dated September 3, 1998 (as amended, the "SELLERS LOAN AGREEMENT") pursuant to
which Sellers granted Lender a security interest in substantially all of the
Sellers' assets which security interest continues on the date hereof.

         B. On October 11, 2000, Intellisys Group, Inc. and certain of its
wholly-owned subsidiaries (collectively, "SELLERS") filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code.

         C. After the filing of such petition, Lender provided additional
financial accommodations to Sellers under a D.I.P. financing Facility pursuant
to a Stipulation for the Entry of Order Authorizing Debtor in Possession
Financing and Modification of the Automatic Stay (the "D.I.P. FINANCING
FACILITY"). Lender's claim against the Sellers' estate is in the approximate
amount of $12,612,624.35.

         D. MCSi, Inc. ("PARENT") has entered into that certain Asset Purchase
Agreement (the "PURCHASE AGREEMENT") dated October 6, 2000 (and amended on
November 13, 2000, November 24, 2000 and December 28, 2000) between Parent and
the Sellers, pursuant to which Sellers have agreed to sell to Parent, and Parent
has agreed to purchase from Sellers, the "Assets" as defined in the Purchase
Agreement. Borrowers have executed an assignment with Parent of substantially
all of the rights and obligations of Parent under the Purchase Agreement.

         E. As part of the Consideration (as defined in the Purchase Agreement)
to be paid by Borrowers under the Purchase Agreement, Borrowers are to pay all
outstanding amounts owing to Lender under the D.I.P. Financing Facility (up to
$20,000,000) pursuant to Section 2.5 of the Purchase Agreement.

         F. Borrowers have requested part of the Consideration be paid as
follows: (i) the Borrowers pay an amount equal to approximately $8,000,000
substantially concurrently with the date hereof and (ii) with respect to
Lender's remaining claim against the Sellers' estate and Lender (as holder of a
security interest in the Assets) take back a promissory note from Borrowers in
the principal amount equal to the Original Principal Amount (as defined in
Section 1.2 of this Agreement) for a term loan (the "LOAN") to partially finance
Borrowers' purchase of the Assets from the Sellers. As a secured creditor of
Sellers, Lender's claim against the Sellers' estate will not be reduced by the
full amount of the note on the date hereof but rather Lender's claim will be
reduced dollar for dollar as payments are actually received from

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Borrowers. To secure the Loan, Borrowers grant to Lender a security interest in
their assets as described in this Agreement and the other Loan Documents (as
defined below).

         G. Lender is willing to make the Loan to Borrowers, and Borrowers are
willing to accept and borrow the Loan from Lender, on the terms and subject to
the conditions contained in this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Borrowers and Lender agree as follows:

                                   I THE LOAN

         1.1 INCORPORATION OF RECITALS. The recitals at the beginning of this
Agreement are incorporated herein as matters agreed to by Lender and Borrowers;
provided, however, that the incorporation herein of factual matters recited
above shall not imply that Lender has any independent knowledge of such matters
and shall not impair, qualify, or negate any representation, warranty, or
covenant of Borrowers contained in the "LOAN DOCUMENTS" (as defined in SECTION
1.4).

         1.2 AGREEMENT TO BORROW AND LEND. In reliance on the representations
and warranties contained in this Agreement and the other Loan Documents and
subject to the terms and conditions of this Agreement, Lender agrees to accept
from the Borrowers a promissory note executed by Borrowers and payable to the
order of Lender in the stated maximum principal amount of $4,612,624.35 (the
"Original Principal Amount"), evidencing the Loan (the "TERM NOTE") and
Borrowers hereby agree to issue the Term Note to Lender in form and substance
satisfactory to Lender. As used in this Agreement, the term "SECURED
OBLIGATIONS" shall mean all present and future loans, advances, debts,
liabilities, obligations, covenants, duties and indebtedness at any time owing
by Borrowers to Lender under this Agreement, any note or other instrument or
document, whether arising therefrom, absolute or contingent, due or to become
due, including, without limitation, all interest, charges, expenses, fees,
attorney's fees, expert witness fees and any other sums chargeable to Borrowers
hereunder.

         The Original Principal Amount shall be reduced by the amount of any
collections of the receivables of Sellers received by Lender up through the
Effective Date to the extent not previously applied to Lender's claim against
the Sellers' estate; provided that in the event Lender is required to return any
such funds for any reason, the reduced amount of the Original Principal Amount
shall be immediately reinstated to the extent of such returned funds. The
parties hereto agree that all collections received after the Effective Date
shall be remitted to the Borrowers.

         1.3 LOAN STRUCTURE. The Loan shall consist of a term loan in an
original principal amount equal to the Original Principal Amount. Any sums
borrowed under this term loan facility, once repaid, may not be reborrowed.

         1.4 LOAN DOCUMENTS. The Loan and the related indebtedness, covenants,
representations, warranties and other liabilities and obligations of Borrowers,
shall be evidenced, secured by, and otherwise set forth in, this Agreement and
certain additional instruments, security agreements, agreements, assignments,
guaranties, certificates, statements, and

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documents (collectively, the "LOAN DOCUMENTS"), each of which shall be in form
and content satisfactory to Lender in its discretion reasonably exercised. In
addition to this Agreement, the Loan Documents include, but are not limited to,
the following:

         (a) the Term Note;

         (b) a security agreement encumbering all of Borrowers' personal
property assets (the "SECURITY AGREEMENT") as security for the Secured
Obligations and such UCC-1 Financing Statements pertaining thereto as Lender
shall require;

         (c) a guaranty from each Borrower (collectively, the "GUARANTIES");

         (d) a letter from Parent to Lender regarding certain representations
and warranties of Parent; and

         (e) an intercreditor agreement between Lender and Zengine, Inc.
("ZENGINE") in form and substance satisfactory to Lender in its sole discretion.

         1.5 INTEREST RATE, PRINCIPAL REPAYMENT AND MATURITY. (a) As more fully
set forth in the Term Note, and without qualifying the provisions thereof: (i)
the outstanding principal balance of the Loan shall bear interest, payable
monthly in arrears (except as otherwise provided in clause (ii) below), at an
annual rate equal to the sum of (x) the Prime Rate (as defined in the Sellers
Loan Agreement) plus (y) a margin of one-half of one percent (0.5%) per annum;
and (ii) the principal balance of the Loan shall be repayable as follows:
commencing on the Business Day following the Effective Date (as defined in
Section 2.1 hereof) on a weekly basis no later than the third Business Day of
each week (unless the Effective Date is a Monday or Tuesday, in which case, the
first payment shall be made on the third Business Day of the week following the
Effective Date), 50% of collections of the accounts receivable of Borrowers for
the prior week as reflected on the Collections Report delivered pursuant to
Section 3.6 hereof shall be remitted to Lender and applied to the Loan, with the
full amount of all outstanding principal and accrued but unpaid interest for the
Loan due and payable on the last day of the Term (as defined in Section 1.8(a)
hereof).

             (b) The rate of interest shall increase or decrease by an amount
equal to any increase or decrease in the Prime Rate, effective as of the opening
of business on the day that any such change in the Prime Rate occurs.

                 (c) Upon the occurrence of an Event of Default (as defined
below) and during the continuation thereof, the principal amount of the Loans
shall bear interest at a fluctuating rate per annum equal to 2.0% per annum in
excess of the otherwise applicable interest rate (as applicable, the "DEFAULT
RATE").

                 (d) Interest hereunder shall be calculated daily and shall be
computed on the actual number of days elapsed over a year of 360 days. For the
purpose of computing interest hereunder, all items of payment received by Lender
shall be deemed applied by Lender on account of the Secured Obligations (subject
to final payment of such items) on the date of receipt by the Lender, or one
Business Day after receipt by Lender of such items in Lender's account (if
received after 2:00 p.m., Los Angeles time).

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                 (e) In no contingency or event whatsoever shall the rate or
amount of interest paid by Borrowers under this Agreement, the Term Note or any
of the other Loan Documents exceed the maximum rate or amount permissible under
any law which a court of competent jurisdiction shall, in a final determination,
deem applicable hereto or thereto. If such a court determines that Lender has
received interest hereunder, under the Term Note or under any other Loan
Document in excess of the maximum amount permitted by such law, (i) Lender shall
apply such excess to any unpaid principal owed by Borrowers to Lender or, if the
amount of such excess exceeds the unpaid balance of such principal, Lender shall
promptly refund such excess interest to Borrowers and (ii) the provisions hereof
shall be deemed amended to provide for such permissible rate. All sums paid, or
agreed to be paid, by Borrowers which are, or hereafter may be construed to be,
compensation for the use, forbearance or detention of money shall, to the extent
permitted by applicable law, be amortized, prorated, spread and allocated
throughout the full term of all such indebtedness until the indebtedness is paid
in full.

                 (f) Borrowers hereby irrevocably authorize Lender, in Lender's
sole discretion, to advance to Borrowers, and to charge to Borrowers, a sum
sufficient to pay all interest accrued on the Secured Obligations during the
immediately preceding month and to pay all costs, fees and expenses at any time
owed by Borrowers to Lender hereunder.

         1.6 PERSONAL PROPERTY SECURITY INTEREST. Borrowers hereby grant to
Lender a security interest in all of Borrowers' personal property of every kind
and nature, whether now existing or hereafter created, acquired or arising and
all products and proceeds thereof, all as more fully set forth in the Security
Agreement.

         1.7 JOINT AND SEVERAL LIABILITY. The liability of each Borrower for all
amounts due to Lender under this Agreement shall be joint and several.

         1.8 TERM; TERMINATION.

         (a) TERM. The term of this Agreement shall be from the Effective Date
until March 30, 2001 (the TERM"), unless earlier terminated as provided herein.

         (b) PAYMENT IN FULL. Upon the effective date of termination, the
Secured Obligations shall become immediately due and payable in full in cash.
Borrowers may prepay, in part or in whole, from time to time during the Term,
the Secured Obligations without penalty.

         (c) PAYMENTS WITHOUT DEDUCTIONS. Borrowers shall pay principal,
interest, and all other amounts payable hereunder, or under any related
agreement, without any deduction whatsoever, including, but not limited to, any
deduction for any setoff or counterclaim.

                                   II CLOSING

         2.1 EFFECTIVE DATE. This Agreement shall be effective on the date that
each of the conditions set forth below in this SECTION 2.1 has been satisfied
unless waived by Lender in writing (the "EFFECTIVE DATE").

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<PAGE>

         (a) LOAN DOCUMENTS. Each Loan Document shall have been executed (and,
in the case of each Loan Document to be recorded, acknowledged) by all parties
thereto other than Lender and delivered to Lender in form and substance approved
by Lender.

         (b) OTHER DOCUMENTS. Borrowers shall have obtained and delivered to
Lender, and Lender shall have approved, all other instruments, agreements,
certificates and documents required by Lender in connection with the Loan,
including each of the following if required by Lender: (i) a complete and
correct copy of the Purchase Agreement and of each instrument, agreement, or
document to be delivered in connection with the Purchase Agreement; (ii) a copy
of each Borrower's Articles of Incorporation as filed with, and certified by,
the Secretary of State or equivalent of such Borrower's state of incorporation;
(iii) a certificate of each Borrowers' good standing, issued by the Secretary of
State or equivalent of such Borrower's state of incorporation as of a date not
more than 30 days before the Effective Date; and (iv) any other organizational,
authorizing, or related documents of Borrowers requested by Lender, with
certification as to the name, title, signature, incumbency and authority of each
agent (other than Lender) who is authorized to sign and deliver this Agreement
and the other Loan Documents.

         (c) PERSONAL PROPERTY SECURITY. The personal property security
interests granted to Lender in the Loan Documents shall have been or be capable
of being duly perfected in a first lien position immediately after the Effective
Date (except for the lien on Borrowers' trade accounts receivable and proceeds
thereof in favor of Zengine as more fully described in an Intercreditor
Agreement between Lender and Zengine (the "ZENGINE ACCOUNTS LIEN") and except as
otherwise permitted by Lender in this Agreement). The Zengine Accounts Lien and
the lien on Borrowers' other assets (other than trade accounts receivable) in
favor of Zengine which is junior to Lender's lien in such assets as more fully
described in an Intercreditor Agreement between Lender and Zengine shall be
referred to collectively herein as the "ZENGINE LIEN".

         (d) FINANCIAL INFORMATION. If requested by Lender, Borrowers shall have
obtained and delivered to Lender, and Lender shall have approved, such financial
statements, income tax returns (including the related schedules and exhibits),
and other information concerning the financial condition, credit standing, and
business affairs of Borrowers as Lender may reasonably require. Lender is
authorized to disclose such information and documents to Lender's attorneys,
accountants, auditors, examiners, and regulatory agencies. Lender also is
authorized to disclose such information and documents to any insurance company
or insurance agent in connection with any application for insurance or any claim
made under an insurance policy.

         (e) NO INSOLVENCY. Neither any Borrower nor Parent shall have (a)
instituted any proceedings under any chapter of the United States Bankruptcy
Code or under any other law relating to the estates of insolvents, (b)
instituted any action or proceeding for the purpose of determining obligations
to its creditors or procuring a settlement or distribution of any of its assets
to creditors or otherwise, (c) initiated any proceedings for its liquidation,
reorganization or readjustment, (d) involuntarily become the subject of any of
the foregoing actions or proceedings or become obligated to do any of the
foregoing if such action or proceeding is not discharged or stayed within sixty
(60) days, or (e) become unable to pay its debts as they mature.

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<PAGE>

         (f) NO ILLEGALITY. There shall not be in effect any foreign, federal,
state or local law, statute, ordinance, regulation, order, rule or requirement
that would render the making of the Loan or the enforcement of any of its
provisions in accordance with the Loan Documents illegal or that would cause
Lender to be in violation of any regulatory requirement to which Lender is then
subject.

         (g) NO DEFAULT. No Event of Default (as defined in SECTION 4.1) shall
have occurred or be continuing, and no event shall have occurred which, with the
giving of notice, the passage of time, or both, would constitute an Event of
Default. If required by Lender, Borrowers shall have provided Lender with
evidence satisfactory to Lender that Borrowers' representations in this
Agreement are accurate.

         (h) PURCHASE AGREEMENT. Other than the payment of the Consideration,
the transactions under the Purchase Agreement to occur at or before the closing
thereof shall been completed in accordance with its terms and in accordance with
applicable law.

         (i) PAYMENT TO LENDER. Lender shall have received payment from Sellers,
Borrowers or Parent in an amount sufficient to reduce the outstanding
obligations of Sellers to Lender to not more than the Original Principal Amount.

         2.2 WHEN LOAN PROCEEDS ARE DEEMED OUTSTANDING. The Loan shall be deemed
to be outstanding and shall commence earning interest on the Effective Date.

         2.3 WAIVER OF CONDITIONS. Any waiver by Lender of any condition
hereunder must be expressly made in writing.

                  III ADDITIONAL COVENANTS AND REPRESENTATIONS

         3.1 TITLE TO THE ASSETS; LOCATION OF COLLATERAL. Each Borrower
represents and warrants to Lender that the assets purchased from the Sellers
under the Purchase Agreement shall at all times be owned by Borrowers except for
inventory sold in the ordinary course of business and dispositions of obsolete
equipment. All Collateral (as defined in the Security Agreement) other than
inventory in transit, will at all times be kept by Borrowers at one or more of
the business locations set forth in EXHIBIT 3.1 hereto and shall not, without
the prior written approval of Lender, be moved therefrom except, prior to an
Event of Default and Lender's acceleration of the maturity of the Secured
Obligations in consequence thereof, for (i) sales of inventory in the ordinary
course of business; and (ii) movement of equipment and inventory from one
location of Borrowers that has been reported to Lender to another location of
Borrowers or Parent that has been reported to Lender, and within a jurisdiction
in which Lender has taken all necessary action in order to protect and perfect
its security interest therein.

         3.2 INSURANCE OF COLLATERAL. Borrowers shall maintain and pay for
insurance upon all Collateral wherever located and with respect to Borrowers'
business, covering casualty, hazard, public liability and such other risks in
such amounts and with such insurance companies as are reasonably satisfactory to
Lender. Borrowers shall deliver copies of such policies to Lender with
satisfactory lender's loss payable endorsements, naming Lender as sole loss
payee, assignee or additional insured, as deemed appropriate by Lender. Each
policy of insurance or endorsement shall contain a clause requiring the insurer
to give not less than 30 days prior

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written notice to Lender in the event of cancellation of the policy for any
reason whatsoever and a BFU-438 or similar endorsement specifying that the
interest of Lender shall not be impaired or invalidated by any act or neglect of
Borrowers or the owner of the property or by the occupation of the premises for
purposes more hazardous than are permitted by said policy. If any Borrower fails
to provide and pay for such insurance, Lender may, at its option, but shall not
be required to, procure the same and charge Borrowers therefor. Each Borrower
agrees to deliver to Lender, promptly as rendered, true copies of all reports
made in any reporting forms to insurance companies.

         3.3 FURTHER ENCUMBRANCES. Borrowers shall not, without the prior
consent of Lender, create, incur, assume or suffer to exist any lien, security
interest, encumbrance on the Collateral (as defined in the Security Agreement)
or any portion thereof, except in favor of Lender and the Zengine Lien.

         3.4 BUSINESS LOCATIONS; AGENT FOR PROCESS. Each Borrower's chief
executive office and other places of business are as listed on EXHIBIT 3.1
hereto. During the preceding one-year period, Borrowers have not had an office,
place of business or agent for service of process other than as listed on
EXHIBIT 3.1. Except as shown on EXHIBIT 3.1, no inventory is stored with a
bailee, warehouseman or similar party, nor is any inventory consigned to any
Person.

         3.5 TITLE TO PROPERTIES; PRIORITY OF LIENS. Upon the closing of the
Purchase Agreement, Borrowers will have all of Sellers' right, title and
interest in and to all of the Collateral as the same shall exist on the closing
of the Purchase Agreement free and clear of Encumbrances (as defined in the
Purchase Agreement) other than Permitted Encumbrances (as defined in the
Purchase Agreement) and the Zengine Lien. As to all of Borrowers' other assets
other than those described in the preceding sentence, Borrowers have good,
indefeasible and marketable title to all of the Collateral and all of its other
property, in each case, free and clear of all liens except the liens in favor of
Lender and the Zengine Lien. After the Effective Date, Borrowers will pay or
discharge all lawful claims arising after the Effective Date which, if unpaid,
might become a lien against any of the Borrowers' property. The liens granted to
Lender pursuant to the Security Agreement are first priority liens, subject only
to the Zengine Accounts Lien.

         3.6 REPORTS AND RECORDS. Borrowers shall furnish to Lender on the third
Business Day of each week for the preceding week, a detailed schedule of
Borrowers' accounts receivable collected in form and substance as reasonably
requested by Lender, including without, limitation, the relevant amount and
customer of such accounts receivable and otherwise in form and substance
reasonably satisfactory to Lender (the "COLLECTIONS REPORT"). In addition,
Borrowers shall furnish Lender, upon written request, such information and
statements as Lender shall request from time to time regarding Borrowers'
business affairs, financial condition and the results of its operations. Lender
shall maintain the confidentiality of all information provided by Borrowers or
Parent, shall not disclose any such information to any third Person (other than
Lender's attorneys, accountants, auditors, examiners, and regulatory agencies or
as otherwise required by law) and shall not use such information for any purpose
other than the purposes set forth herein. Without limiting the generality of the
foregoing, upon written request, Borrowers will provide Lender with: (i)
reviewed annual financial statements, prepared in accordance with generally
accepted accounting principles applied on a consistent basis, as soon as
available, and

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in any event within ninety (90) days after the end of each of Borrowers' fiscal
years; (ii) a copy of Borrowers' federal income tax return with respect to the
corresponding year on the date when such tax return is due or, if earlier, on
the date when available; (iii) on or before the 15th day of each month, monthly
agings and reconciliations of accounts payable by invoice date and outstanding
or held check registers and (iv) such certificates of Borrowers' officers
relating to the foregoing as Lender may reasonably request. Borrowers shall keep
and maintain at their principal offices, or at such other place as Lender may
approve in its discretion reasonably exercised, true and complete books and
records of accounts and shall keep such books and records open and available at
all times for examination, inspection and copying by Lender and its
representatives. Borrowers shall furnish to Lender, upon written request, such
other information as Lender may from time to time reasonably request.

         3.7 PAYMENT OF EXPENSES. Borrowers shall pay to Lender, or reimburse
Lender for having paid, any and all reasonable and documented out-of-pocket
costs and expenses incurred by Lender in connection with the exercise of any of
Lender's rights or remedies under this Agreement, including, without limitation,
filing fees and legal fees and disbursements. In addition, Borrowers shall pay
to Lender an audit fee of $750 per person per day for all audits and inspections
conducted by Lender's employee or representatives subsequent to the Effective
Date. Lender shall have the right to conduct two audits at Borrowers' expense
unless an Event of Default has occurred and is continuing. The provisions of
this Section shall survive the termination of this Agreement and the repayment
of the Loan for a period of one year provided that such one year limitation
shall not apply in the event Lender incurs out-of-pocket costs and expenses in
connection with any action or proceeding which has been commenced prior to the
end of such one year period and has continued beyond the end of such one year
period.

         3.8 SALE OF LOAN OR PARTICIPATIONS. Borrowers acknowledge that Lender
may, in Lender's sole discretion, sell its entire interest or participating
interests in the Loan to any Person but in no event to a competitor of Parent or
Borrowers. Borrowers agree to provide Lender with all documentation and
information reasonably required by Lender in connection with any such sale or
participation. Borrowers further authorize Lender to release to any potential
buyers or participants any information Lender has concerning the Loan, the
Collateral, Borrowers or their principals or the Parent or its principals,
provided that such potential buyers or participants agree in writing to maintain
the confidentiality of such information as set forth in Section 3.6.

         3.9 FURTHER ASSURANCES. Borrowers shall, at any time and from time to
time, on the written request of Lender, execute and deliver to Lender such
further documents and instruments and do such other acts and things as Lender
may reasonably request in order to effectuate fully the purpose and intent of
this Agreement. Without limiting the generality of the preceding sentence, upon
Lender's written request, Borrowers shall execute and deliver such further
amendatory documents as may be required to correct patent mistakes in the Loan
Documents.

         3.10 LOST INSTRUMENTS. In the event that the original of any Loan
Document is destroyed, lost or mutilated, upon receipt of an affidavit of loss
signed by an authorized officer of the Lender, Borrowers shall execute another
copy of such Loan Document identical in form and content to the destroyed, lost
or mutilated Loan Document as a replacement thereof, and such

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replacement shall have the same force and effect as the original of such Loan
Document. Lender indemnifies Borrowers in the event any party other than Lender
attempts to enforce any purportedly destroyed, lost or mutilated Loan Document
which has been replaced pursuant to the preceding sentence.

         3.11 PERFORMANCE OF OBLIGATIONS TO THIRD PARTIES. Borrowers shall
perform when and as required all of Borrowers' material contractual obligations
to third parties, unless Borrowers contest such obligations in good faith and
have instituted appropriate proceedings in connection with such dispute.

         3.12 ORGANIZATIONAL MATTERS. Each Borrower represents and warrants to
Lender that: (a) each Borrower is a corporation duly formed and validly existing
and in good standing under the laws of their respective state of incorporation;
(b) Borrowers' execution and delivery of the Loan Documents and Borrowers'
acceptance of the Loan and payment and performance of the Secured Obligations
have been authorized by all necessary corporate actions duly and validly taken
after any requisite notice and are in compliance with all applicable laws and
regulations affecting Borrowers in effect on the Effective Date; and (c) Parent
is the record owner of all of the issued and outstanding capital stock of each
Borrower.

         3.13 CORPORATE POWER AND AUTHORITY. Each Borrower is duly authorized
and empowered to enter into, execute, deliver and perform this Agreement and
each of the other Loan Documents to which it is a party. The execution, delivery
and performance of this Agreement and each of the other Loan Documents have been
duly authorized by all necessary corporate action and do not and will not (i)
require any consent or approval of the sole shareholder of Borrowers; (ii)
contravene Borrowers' charter, articles or certificate of incorporation or
by-laws; (iii) violate, or cause Borrowers to be in default under, any provision
of any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award in effect having applicability to any Borrower; (iv)
result in a breach of or constitute a default under any indenture or loan or
credit agreement or any other agreement, lease or instrument to which any
Borrower is a party or by which it or its Properties may be bound or affected;
or (v) result in, or require, the creation or imposition of any lien (other than
the lien in favor of Lender and Zengine) upon or with respect to any of the
Properties now owned or hereafter acquired by Borrowers.

         3.14 LEGALLY ENFORCEABLE AGREEMENT. This Agreement is, and each of the
other Loan Documents when delivered under this Agreement will be, a legal, valid
and binding obligation of Borrowers enforceable against it in accordance with
its respective terms, except to the extent enforceability may be limited by
bankruptcy, reorganization, insolvency or others laws affecting the enforcement
of creditor's rights generally or the availability of equitable remedies subject
to the discretion of the court.

         3.15 EMPLOYEES. Borrowers agree that it shall be an Event of Default if
more than 10% of the employees of the Sellers become employees of Parent or any
Affiliates of Parent other than the Borrowers.

         3.16 INTELLECTUAL PROPERTY. Borrowers represent and warrant that any
intellectual property (including without limitation, copyrights, patents,
trademarks and any

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application or good will related thereto) acquired from Sellers will not be used
in the conduct of any Borrower's business. Borrowers agree that in the event
they elect to utilize such intellectual property, Lender will receive notice of
such intention 10 days prior to such use and Borrowers will execute all
documents reasonably requested by Lender in order to provide Lender with a first
perfected security interest in such intellectual property all in form and
substance satisfactory to Lender.

         3.17 OTHER AFFIRMATIVE COVENANTS. During the term of this Agreement,
and thereafter for so long as there are any unpaid Secured Obligations to
Lender, Borrowers covenant that, unless otherwise consented to by Lender in
writing, they shall:

                  (a) VISITS AND INSPECTIONS. Permit representatives of Lender,
         from time to time, as often as may be reasonably requested, but only
         during normal business hours and upon at least 24 hours prior verbal
         notice (unless an Event of Default exists), to visit and inspect the
         Properties of Borrowers, inspect, audit and make extracts from their
         books and records, and discuss with their officers and their
         independent accountants, Borrowers' business, assets, liabilities,
         financial condition, business prospects and results of operations.

                  (b) NOTICES. Promptly notify Lender in writing of the
         occurrence of any event or the existence of any fact which renders any
         representation or warranty in this Agreement or any of the other Loan
         Documents inaccurate, incomplete or misleading in any material respect.

                  (c) LANDLORD AND STORAGE AGREEMENTS. If requested by Lender,
         provide Lender with copies of all agreements between Borrowers and any
         landlord or warehouseman which owns any premises at which any inventory
         may, from time to time, be kept.

         3.18 OTHER NEGATIVE COVENANTS. During the term of this Agreement, and
thereafter for so long as there are any unpaid Secured Obligations to Lender,
Borrowers covenant that, unless Lender has first consented thereto in writing,
they will not:

              (a) MERGERS; CONSOLIDATIONS; ACQUISITIONS. Merge or consolidate
with any Person except another Borrower; nor acquire all or any substantial part
of the properties of any Person except another Borrower; provided that, in each
case, Lender receives 30 day prior written notice of such merger or acquisition
between any Borrowers.

              (b) LOANS. Make any loans or other advances of money (other than
for salary, travel advances, advances against commissions and other similar
advances in the ordinary course of business, consistent with the past practice
of Parent) to any Person, including, without limitation, Parent, subsidiaries or
Affiliates of Parent, and subsidiaries of Borrowers.

              (c) TRANSFERS OF MONEY. Transfer any money or assets to Parent,
subsidiaries or Affiliates of Parent, and subsidiaries of Borrowers except as
permitted by Section 3.18(e); provided that Borrowers may make payments to
Zengine with respect to the indebtedness permitted under Section 3.18(d)(ii) so
long as (i) no Event of Default has occurred

                                       10

<PAGE>

and is continuing AND (ii) the making of any such payment to Zengine will not
result in the Borrowers' inability to pay their respective debts as they become
due.

         (d) TOTAL INDEBTEDNESS. Create, incur, assume, or suffer to exist any
indebtedness, except:

                           Secured Obligations owing to Lender;

                           Indebtedness owing to Zengine;

                  (i)      accounts payable to trade creditors and current
                           operating expenses which are not aged more than 90
                           days from billing date or more than 30 days from the
                           due date, in each case incurred in the ordinary
                           course of business and paid within such time period,
                           unless the same are being actively contested in good
                           faith and by appropriate and lawful proceedings; and
                           any Borrower shall have set aside such reserves, if
                           any, with respect thereto as are required by GAAP and
                           deemed adequate by Borrowers and their independent
                           accountants;

                  (ii)     contingent liabilities arising out of endorsements of
                           checks and other negotiable instruments for deposit
                           or collection in the ordinary course of business;

                  (iii)    wages, salaries, taxes, assessments and governmental
                           charges or levies which are not delinquent or which
                           are being contested in good faith and for which, in
                           accordance with GAAP, adequate reserves have been set
                           aside on the books of Borrowers.

         (e) AFFILIATE TRANSACTIONS. Enter into, or be a party to, any
transaction with Parent, any Affiliate or shareholder of Borrowers, except in
the ordinary course of and pursuant to the reasonable requirements of Borrowers'
business and upon fair and reasonable terms which are fully disclosed to Lender
and are no less favorable to Borrowers than would obtain in a comparable arm's
length transaction with a Person not, the Parent, an Affiliate or shareholder of
Borrowers.

         (f) Limitation on Liens. Except for liens disclosed in the Purchase
Agreement, create or suffer to exist any lien upon any of their property, income
or profits, whether now owned or hereafter acquired, except:

                  (i)      Liens at any time granted in favor of Lender;

                  (ii)     The Zengine Lien;

                  (iii)    Liens for taxes not yet due;

                                       11

<PAGE>

                  (iv)     Liens arising in the ordinary course of Borrowers'
                           business by operation of law or regulation, but only
                           if payment in respect of any such lien is not at the
                           time required and such Liens do not, in the
                           aggregate, materially detract from the value of the
                           Property of Borrowers or materially impair the use
                           thereof in the operation of Borrowers' business; and

                  (v)      such other liens as Lender may hereafter approve in
                           writing.

            (g) DISTRIBUTIONS. Declare or make any Distribution. "DISTRIBUTION"
means (i) the payment of any dividends or other distributions on capital stock
of the corporation (except distributions in such stock) and (ii) the redemption
or acquisition of Securities (as defined in Section 2(1) of the Securities Act
of 1933, as amended) unless made contemporaneously from the net proceeds of the
sale of Securities.

            (h) DISPOSITION OF ASSETS. Sell, lease or otherwise transfer or
dispose of any of its property, including any disposition of property as part of
a sale and leaseback transaction, to or in favor of any Person, except (i) sales
of inventory in the ordinary course of business for so long as no Event of
Default exists hereunder which by reason thereof Lender has accelerated the
Secured Obligations and (ii) other dispositions expressly authorized by this
Agreement.

            (i) TAX CONSOLIDATION. File or consent to the filing of any
consolidated income tax return with any Person other than Parent.

                            IV DEFAULT AND REMEDIES

         4.1 EVENTS OF DEFAULT. Any of the following shall constitute an "EVENT
OF DEFAULT":

         (a) Borrowers' failure to make or cause to be made any payment in
accordance with the terms of this Agreement or any other Loan Document when and
as required by the terms hereof or thereof; or

         (b) The failure of Borrowers or Parent to take any other action or
fulfill any other requirement in any material respect set forth in this
Agreement or any other Loan Document when and as required by the terms hereof or
thereof; or

         (c) Any determination by Lender that any representation or warranty
made by Borrowers or Parent in connection with the Loan or any information,
statement, or certificate at any time given in writing to Lender pursuant to or
in connection with the Loan or any Loan Document was untrue or misleading when
made in any material respect;

         (d) Any other act, event, omission or circumstance that constitutes an
Event of Default under the Term Note or the Security Agreement.

                                       12

<PAGE>

         4.2 REMEDIES. Upon the occurrence and during the continuance of any
Event of Default, Lender may exercise any default right or remedy which it has
under this Agreement, the Term Note, the Security Agreement or the Guaranties,
or otherwise available at law, in equity or by statute, and at its option and,
unless otherwise specified below, without notice to Borrowers, may do any one or
more of the following:

         (a) Appoint a receiver in any action initiated by Lender pursuant to
this Agreement, Borrowers hereby consenting to the jurisdiction and venue set
forth in SECTION 5.3, and waiving notice and posting of a bond in connection
therewith; or

         (b) Make disbursements to discharge liens on the Collateral, to pay
costs incurred for Borrowers' account pursuant to any Loan Document, and to pay
any other amounts owed by Borrowers to Lender or any third party pursuant to any
Loan Document and such disbursements shall be added to the Secured Obligations;
or

         (c) Declare all indebtedness secured by any of the Loan Documents
immediately due and payable and credit any sums theretofore or thereafter
received by Lender in connection herewith in such manner as Lender elects upon
such indebtedness; provided, however, that such application of sums so received
shall not serve to waive or cure any default existing under any of the Loan
Documents nor to invalidate any notice of default or any act done pursuant to
such notice and shall not prejudice any rights of Lender or any trustee under
the Loan Documents; or

         (d) Exercise any or all other default rights and remedies available
under any of the Loan Documents or by law, in such order and manner as Lender
may determine in its sole discretion.

         (e) POWER OF ATTORNEY. Effective upon the occurrence of an Event of
Default, Borrowers appoint Lender and its designees as Borrowers' attorney, with
the power to endorse any Borrower's name on any checks, notes, acceptances,
money orders or other forms of payment or security that come into Lender's
possession; to sign Borrowers' name on any invoice or bill of lading relating to
any receivable of Borrowers, on assignments of receivables of Borrowers, on
notices of assignment, financing statements and other public records, on
verifications of accounts and on notices to customers or account debtors; to
notify the post office authorities to change the address for delivery of
Borrowers' mail to an address designated by Lender and to open and dispose of
all mail addressed to Borrowers; and to do all other things Lender deems
necessary or desirable to carry out the terms of this Agreement. Borrowers
hereby ratify and approve any and all acts of such attorney. Neither Lender nor
any of its designees will be liable for any acts or omissions nor for any error
of judgment or mistake of fact or law acting as Borrowers' attorney unless such
act or omission arises out of Lender's gross negligence or willful misconduct.
This power, being coupled with an interest, is irrevocable until the Secured
Obligations have been fully satisfied.

         4.3 NON-WAIVER OF REMEDIES. No waiver of any breach of or default under
any provision of this Agreement shall constitute or be constructed as a waiver
by Lender of any subsequent breach of or default under that or any other
provision of this Agreement.

                                       13

<PAGE>

         4.4 REMEDIES NOT EXCLUSIVE. No remedy herein conferred upon Lender is
intended to be exclusive of any other remedy herein or in any other agreement
between the parties hereto or by law provided or permitted, but each shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law, in equity or by statute.

         4.5 EFFECT OF TERMINATION. This Agreement may be terminated prior to
the end of the Term: (i) by Borrowers by payment of the Secured Obligations; or
(ii) by Lender at any time after the occurrence of an Event of Default, without
notice, effective immediately. All of the Secured Obligations shall be
immediately due and payable on the earlier of (i) March 30, 2001 or (ii) the
date of any termination by Lender upon an Event of Default as indicated above.
All undertakings, agreements, covenants, warranties and representations of
Borrowers contained in the Loan Documents shall survive any such termination and
Lender shall retain its liens in the Collateral and all of its rights and
remedies under the Loan Documents notwithstanding such termination until the
Secured Obligations then due have been paid (and provision has been made for
identified contingent obligations, if any, in form and substance acceptable to
Lender) to Lender, in full, in immediately available funds. Notwithstanding the
payment in full of the Secured Obligations then due (and the provision for
contingent obligations as provided above), Lender shall not be required to
terminate its security interests in the Collateral unless, with respect to any
loss or damage Lender may incur as a result of dishonored checks or other items
of payment received by Lender from Borrowers or any account debtor and applied
to the Secured Obligations, Lender shall, at its option, (i) have received a
written agreement, executed by Borrowers and by any Person whose loans or other
advances to Borrowers are used in whole or in part to satisfy the Secured
Obligations, indemnifying Lender from any such loss or damage; or (ii) have
retained such monetary reserves and liens on the Collateral for such period of
time as Lender, in its reasonable discretion, may deem necessary to protect
Lender from any such loss or damage. Subject to the foregoing, upon payment in
full of the Secured Obligations then due (and provision for identified
contingent obligations, if any, in form and substance acceptable to Lender) and
termination of this Agreement, Lender shall promptly cause to be assigned,
transferred and delivered, against receipt but without any recourse, warranty or
representation whatsoever, any remaining Collateral, to or on the order of
Borrowers, and Lender shall execute and deliver to Borrowers upon such
termination such Uniform Commercial Code termination statements and such other
documentation as shall be reasonably requested by Borrowers to effect the
termination and release of the liens granted by this Agreement and the Security
Agreement on the Collateral, all at the cost and expense of Borrowers.

                           V MISCELLANEOUS PROVISIONS

         5.1 LEGAL PROCEEDINGS. Lender shall have the right, but not the
obligation, to commence, appear in, and defend any action or proceeding
purporting to affect the Collateral, the rights or duties of the parties
hereunder, or the payment of any funds, and in connection therewith to pay
necessary expenses, employ counsel and other advisors, and pay their reasonable
fees. Borrowers shall, upon written demand, reimburse Lender for all such
reasonable and documented costs and expenses.

         5.2 SETOFF AND RELATED REMEDIES. Borrowers agree that all sums due to
Lender under the Loan Documents give rise to rights of counterclaim, setoff,
offset and banker's

                                       14

<PAGE>

lien against any of Borrowers' assets, now owned or hereafter acquired, to
reduce or discharge Borrowers' obligations to Lender under the Loan Documents.

         5.3 GOVERNING LAW; VENUE. THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED
AND DELIVERED IN THE STATE OF CALIFORNIA AND SHALL BE INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA THAT GOVERN CONTRACTS TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE. BORROWERS HEREBY AGREE TO THE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, OR, AT THE SOLE OPTION OF LENDER, IN ANY OTHER JURISDICTION IN WHICH
LENDER SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND IN WHICH ANY BORROWER
HAS AN OFFICE OR WHERE ANY COLLATERAL IS LOCATED. THE PARTIES HERETO WAIVE ANY
OBJECTION OF FORUM NON CONVENIENS AND VENUE. THE PARTIES HERETO FURTHER WAIVE
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT.

         5.4 WAIVER OF JURY TRIAL. BORROWERS AND LENDER HEREBY EXPRESSLY WAIVE
ANY AND ALL RIGHTS, WHETHER ARISING UNDER THE CALIFORNIA CONSTITUTION OR ANY
APPLICABLE STATUTE OR COMMON LAW, TO DEMAND A TRIAL BY JURY IN ANY ACTION,
MATTER, CLAIM OR CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED
TO THIS AGREEMENT OR ANY DOCUMENT OR TRANSACTION CONTEMPLATED HEREBY, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.

         5.5 COSTS OF LITIGATION. In the event of any litigation between
Borrowers and Lender regarding the Loan or Loan Documents, the prevailing party
(meaning the party that obtains substantially the relief sought by it) shall be
entitled to payment by the other party of all costs and expenses of the
litigation, including attorneys' fees and witness fees, from the commencement of
the suit or action through the entry of judgment, as determined by the court
(including all attorneys' fees and other costs and expenses incurred by Lender
in connection with any insolvency, bankruptcy, reorganization, arrangement or
other similar proceedings involving Borrowers or Parent that in any way affect
the exercise by Lender of the rights and remedies of Lender hereunder).

         5.6 SEVERABILITY. In case any provision of the Loan Documents shall be
invalid, illegal or unenforceable, such provision shall be severable from the
rest of the Loan Documents and the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

         5.7 NO BENEFIT TO THIRD PARTIES. This Agreement is made for the sole
protection of Borrowers and Lender and their respective successors and assigns.
No other Person, firm or corporation shall have any right hereunder.

         5.8 TIME OF THE ESSENCE. Time is strictly of the essence in the
performance of this Agreement and the other Loan Documents.

                                       15

<PAGE>

         5.9 SURVIVAL OF WARRANTIES. All covenants, representations and
warranties contained herein shall survive the execution and delivery of this
Agreement and the other Loan Documents, and the Effective Date but shall not
survive the repayment of the Loan (other than Borrowers' obligations under
Section 5.16 and Lender's obligations of confidentiality under Section 3.6).

         5.10 ASSIGNABILITY. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrowers may not assign this Agreement or any of their
rights or obligations under this Agreement without the prior written consent of
Lender.

         5.11 ATTORNEYS' FEES. Borrowers agree to pay, on written demand, all
reasonable attorneys' fees and costs incurred in connection with the
negotiation, documentation, and execution of this Agreement and the other Loan
Documents.

         5.12 MODIFICATIONS. This Agreement cannot be changed, modified or
supplemented except in a writing signed by the party against whom enforcement of
such change, modification or supplement is sought.

         5.13 LENDER'S APPROVALS, CONSENTS AND WAIVERS. ANY APPROVAL, CONSENT OR
WAIVER BY LENDER MUST BE EXPRESSLY SET FORTH IN A WRITTEN INSTRUMENT SIGNED BY
AN AUTHORIZED OFFICER OF LENDER IN ORDER TO BE BINDING ON LENDER. NO SUCH
APPROVAL, CONSENT OR WAIVER SHALL BE INFERRED FROM LENDER'S CONDUCT OR COURSE OF
ACTION.

         5.14 NOTICES. All notices, requests, demands, and other communications
required or permitted under this Agreement shall be in writing (including telex,
telecopy and telegraphic communications) and shall be (as elected by the party
giving such notice) hand delivered by messenger or courier service,
telecommunicated with electronic confirmation or mailed by United States mail
(postage prepaid), registered or certified, return receipt requested, addressed
as follows:

         To Borrowers:              West Lake Acquisition Corporation
                                    c/o 4750 Hempstead Station Drive
                                    Dayton, Ohio  45429
                                    Attn:  Ira Stanley
                                    Telephone Number: 937-291-8282
                                    Telecopier Number: 937-291-8298


        With copies to:             Elias, Matz, Tiernan & Herrick, L.L.P
                                    734 15th Street, N.W, 12th Floor
                                    Washington, D.C.  20005
                                    Attn:   Jeffrey A. Koeppel, Esq.
                                    Telephone Number: 202-347-0300
                                    Telecopier Number: 202-347-2172

                                       16

<PAGE>

         To Lender:                 Fleet Business Credit Corporation
                                    15260 Ventura Boulevard
                                    Suite 400
                                    Sherman Oaks, California  91403
                                    Attention:  Loan Administration Manager
                                    Facsimile No.:  (818) 382-4291

         Each notice shall be deemed delivered (a) on the date delivered if by
personal delivery, (b) on the date of transmission with electronic confirmation
if by telecopier (so long as such transmission is received before 5:00 P.M.
local time on a Business Day; otherwise delivery shall be deemed to have
occurred on the next Business Day), or (c) on the date shown on the return
receipt as the date of delivery or first attempted delivery in the United States
mail (postage prepaid) by registered or certified mail. By giving to the other
parties at least 15 days' written notice, the parties to this Agreement and
their respective successors and assigns shall have the right from time to time
and at any time during the term of this Agreement to change their respective
addresses.

         5.15 RELATIONSHIP. Nothing contained in this Agreement shall in any
manner be construed as creating any relationship between Lender and Borrowers
other than as creditor and debtors. Borrowers agree to indemnify Lender and hold
Lender harmless from any loss, liability or expense resulting from any other
construction of this Agreement.

         5.16 INDEMNITY. Borrowers shall indemnify Lender and hold Lender
harmless from and against any liability, loss, damage, suit, action or
proceeding ever suffered or incurred by Lender (including reasonable attorneys'
fees and legal expenses) as the result of Borrowers' failure to observe, perform
or discharge Borrowers' duties hereunder. In addition, Borrowers shall defend
Lender against and save it harmless from all claims of any Person with respect
to the Collateral. Without limiting the generality of the foregoing, these
indemnities shall extend to any claims asserted against Lender by any Person
under any environmental laws or similar laws by reason of Borrowers' failure to
comply with laws applicable to solid or hazardous waste materials or other toxic
substances. Notwithstanding any contrary provision in this Agreement, the
obligation of Borrowers under this Section 5.16 shall survive the payment in
full of the Secured Obligations and the termination of this Agreement. The
indemnity contained in this Section 5.16 shall not apply to the extent of any
liability, loss or damage is suffered as a result of Lender's gross negligence
or willful misconduct.

         5.17 INTEGRATION. This Agreement (including all exhibits hereto and all
other written agreements referred to herein) (a) is intended by the parties to
be the final expression of their agreement with respect to the subject matter
hereof and as the complete and exclusive statement of the terms of such
agreement, and (b) supercedes any and all other understandings between the
parties concerning the subject matter hereof.

         5.18 INCONSISTENCY BETWEEN LOAN DOCUMENTS. Any inconsistency or
conflict between the terms of one Loan Document and the terms of any other Loan
Document shall be governed by this Agreement.

                                       17

<PAGE>

         5.19 HEADINGS; SECTION REFERENCES; EXHIBITS. Headings of the articles
and sections of this Agreement are inserted for convenience only and shall not
be deemed to constitute a part hereof. Unless otherwise specifically provided,
references in this Agreement to articles, sections and exhibits shall be to
articles, sections and exhibits of or to this Agreement. All exhibits hereto are
incorporated herein by the references thereto in this Agreement.

         5.20 CONSTRUCTION OF AGREEMENT. This Agreement and the other Loan
Documents shall be construed as though drafted by both parties and shall not be
construed against or in favor of any party. Wherever used in this Agreement or
in any other Loan Document, the words "include," "includes" and "including"
shall be construed as if immediately followed by the words "without limitation"
and shall not limit the generality of any provision in which they are used. As
used in this Agreement, the term "dollars" and the symbol "$" mean dollars in
lawful currency of the United States of America, the term "BUSINESS DAY" means
any day on which Lender is open for business, and the term "day" means a
calendar day when not expressly stated to be a Business Day. If any period or
deadline specified in this Agreement ends or falls on a day that is not a
Business Day, such period or deadline shall be extended to end or fall on the
next succeeding Business Day. The term "PERSON" means an individual,
partnership, corporation, limited liability company, joint stock company, land
trust, business trust, unincorporated organization, government or agency or
political subdivision thereof, or any other entity. The term "AFFILIATE" means a
Person: (i) which directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, a Person; (ii)
which beneficially owns or holds 20% or more of any class of the voting stock of
a Person (or in the case of a Person which is not a corporation, 20% or more of
the equity interest) or (iii) 20% or more of the voting stock (or in the case of
a Person which is not a corporation, 20% or more of the equity interest) of
which is beneficially owned or held by a Person or a subsidiary of a Person. All
times referred to in this Agreement are Los Angeles, California times.

         5.21 COUNTERPARTS. This Agreement may be executed in one or more
counterparts or duplicate originals, each of which shall be deemed an original,
but all of which together shall constitute but one and the same instrument.

         5.22 WHEN AGREEMENT BECOMES BINDING. This Agreement shall become
binding upon Borrowers and Lender only upon Borrowers' execution and Lender's
acceptance of this Agreement. Lender's acceptance of this Agreement shall be
effected by Lender's execution hereof and the delivery to Lender of the fully
executed Term Note.

                                       18

<PAGE>

         IN WITNESS WHEREOF, Lender and Borrowers have executed this Agreement
as of the date first above written.

                                      LENDER:

                                      FLEET BUSINESS CREDIT CORPORATION

                                      By:    /s/ MARK D. NEWLUN
                                             -------------------------------
                                      Name:  Mark D. Newlun
                                             -------------------------------
                                      Title: S.V.P.
                                             -------------------------------

                                      BORROWERS:

                                      WEST LAKE ACQUISITION CORPORATION


                                      By:    /s/ IRA H. STANLEY
                                             -------------------------------
                                      Name:  Ira H. Stanley
                                             -------------------------------
                                      Title: Vice President
                                             -------------------------------

                                      AGOURA HILLS CORPORATION


                                      By:    /s/ IRA H. STANLEY
                                             -------------------------------
                                      Name:  Ira H. Stanley
                                             -------------------------------
                                      Title: Vice President
                                             -------------------------------

                                      MCSi-IG-PV, INC.


                                      By:    /s/ IRA H. STANLEY
                                             -------------------------------
                                      Name:  Ira H. Stanley
                                             -------------------------------
                                      Title: Vice President
                                             -------------------------------




<PAGE>

                                   EXHIBIT 3.1

                                    Locations


WEST LAKE ACQUISITION CORPORATION
---------------------------------

4750 Hempstead Station Drive
Dayton, Ohio  45429

3280  118th Avenue, S.E. #100
Bellevue, Washington  98102

10461 Old Placerville Road, #130
Sacramento, California  95827

373 Inverness Drive
Englewood, Colorado  80112

112 Krog Street, Suite 1
Atlanta, Georgia  30307


AGOURA HILLS CORPORATION
------------------------

11 Musick Street
Irvine, California  92618


MCSi-IG-PV, INC.
----------------

139688 Diplomat Drive, 180
Dallas, Texas  75234

2601 McHale Court, #140
Austin, Texas  78758

5200 N. Mesa, D-106&7
El Paso, Texas  79912

503 Bryan Avenue
Ft. Worth, Texas  76104

8801 Jameel, #180
Houston, Texas  77040