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[LOGO]


                           BUSINESS LOAN AGREEMENT

     This Business Loan Agreement (this "Agreement") is entered into by and
between Comerica Bank-California ("Bank") and TAB PRODUCTS CO., a DELAWARE
CORPORATION ("Borrower") as of this 21ST day of NOVEMBER, 2000, at Bank's
headquarters office at 333 West Santa Clara Street, San Jose, California
95113.

     1.     LOANS TO BORROWER. Bank and Borrower agree that any loans which
Bank in its sole discretion has made or may now or hereafter make to Borrower
(sometimes hereinafter collectively referred to as the "Loan") shall be
subject to the terms and conditions of this Agreement unless otherwise agreed
to in writing by Bank and Borrower. In the event there are contradictions
between the provisions of this Agreement and any other written agreement with
the Bank, this Agreement shall prevail. Loan shall be subject to the terms
and conditions of this Agreement, promissory note(s) executed in connection
herewith and/or previously or subsequently executed, and all amendments,
renewals and extensions thereof (singularly or collectively, the "Note"), and
all those certain security agreements and/or such other security or other
documents as Bank has required or may now or hereafter require in connection
with the Loan (collectively, the "Loan Documents").

     2.     LEGAL EFFECT. This Agreement supplements the terms and conditions
of the Loan Documents. Except as otherwise specified herein, all terms used
in this Agreement shall have the same meaning as given in the Note and/or Loan
Documents which are incorporated herein by this reference. Any and all terms
used in this Agreement, the Note and/or the Loan Documents shall be construed
and defined in accordance with the meaning and definition of such term under
and pursuant to the California Uniform Commercial Code, as amended. Except as
specifically modified hereby, all of the terms and conditions of the Note
and/or the Loan Documents shall remain in full force and effect.

     3.     INTEREST RATE; PAYMENT TERMS; LOAN FEES. The principal and
interest on the Loan shall be payable on the terms set forth in the Note
and/or the Loan Documents. If applicable, a loan fee in the sum of TWELVE
THOUSAND FIVE HUNDRED AND 00/100 Dollars ($12,500.00) shall be paid
concurrently with the execution of this Agreement. In addition, Borrower
shall pay such additional loan fees from time to time in the future as agreed
between Bank and Borrower.

     4.     SECURITY. As security for Borrower's obligations to Bank under
this Agreement, the Note and/or the Loan Documents and all other indebtedness
and liabilities whatsoever of Borrower to Bank, whether direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter
arising, evidenced by the Note and/or the Loan Documents (collectively, the
"Indebtedness"), Borrower hereby grants to Bank, prior to or simultaneously
with the borrowing hereunder, a continuing security interest of first priority
in all accounts receivable, inventory, equipment and intangibles and all
proceeds thereof, and in all collateral provided to Bank pursuant to any
security agreement and/or all collateral that is delivered to Bank and/or
which Bank possesses and all proceeds thereof, (collectively, the
"Collateral").

     5.     REPRESENTATIONS AND WARRANTIES OF BORROWER. Borrower represents
and warrants to Bank that as of the date of acceptance of this Agreement, the
Note and/or the Loan Documents, as of the date of borrowing hereunder and
at all times the Loan or any other Indebtedness are outstanding hereunder:

            (a)     If Borrower is a corporation, Borrower is duly organized,
validly existing and in good standing under the laws of the state of its
incorporation; if a partnership, Borrower is duly organized and validly
existing under the partnership agreement and the applicable laws of the state
in which the partnership is formed or exists or if a limited liability
company, Borrower is duly organized and validly existing under the operating
agreement and the applicable laws of the state in which the limited liability
company is formed;

            (b)     Borrower has the legal power and authority, to own its
properties and assets and to carry out its business as now being conducted;
it is qualified to do business in every jurisdiction wherein such
qualification is necessary; it has the legal power and authority to execute
and perform this Agreement, the Note and/or the Loan Documents to borrow
money in accordance with its terms, to execute and deliver this Agreement, the
Note and the Loan Documents, and to do any and all other things required of
it hereunder; and this Agreement, the Note and all the Loan Documents, when
executed on behalf of Borrower by its duly authorized officers, partners or
members, as the case may be, shall be its valid and binding obligations
legally enforceable in accordance with their terms;

            (c)     The execution, delivery and performance of this
Agreement, the Note and/or the Loan Documents and the borrowings hereunder
and thereunder (i) have been duly authorized by all requisite corporate,
partnership or company action; (ii) do not require governmental approval;
(iii) will not result (with or without notice and/or the passage of time) in
any conflict with or breach or violation of or default under, any provision
of law, the articles of incorporation, articles of organization, operating
agreement, bylaws or partnership agreement of Borrower, any provision of any
indenture, agreement or other instrument to which Borrower is a party, or by
which it or any of its properties or assets are bound; and (iv) will not
result in the creation or imposition of any lien, charge or encumbrance of
any nature whatsoever upon any of the properties or assets of Borrower;

            (d)     The balance sheet of Borrower as provided to Bank in
connection herewith and the related statement of income of Borrower provided
to Bank for the period ended OCTOBER 31, 2000, fairly present the financial
condition of Borrower in accordance with generally accepted accounting
principles ("GAAP") consistently applied; and from the date thereof to the
date hereof, there has been no material adverse change in such condition or
operations; and


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            (e)     There is not pending nor, to the best of Borrower's
knowledge, threatened, any litigation, proceeding or governmental
investigation which could materially and adversely affect its business or
its ability to perform its obligations, pay the Indebtedness and/or comply
with the covenants set forth herein and/or in the Note and/or the other Loan
Documents.

     6.     AFFIRMATIVE COVENANTS. Until the Indebtedness is paid in full,
Borrower covenants and agrees to do the following:

            (a)     Furnish to Bank within thirty (30) days after the end of
each MONTH, a company prepared unaudited balance sheet and statement of
income covering Borrower's operations. Within ninety (90) days of the end of
each of Borrower's fiscal years, furnish to Bank statements of the financial
condition of Borrower for each such fiscal year, including but not limited
to, a balance sheet, profit and loss statement, and statement of cash flow.
Said annual statements shall be prepared by an independent certified public
accountant selected by Borrower and acceptable to Bank on a(an) N/A basis;

            (b)    In addition to the financial statements requested above,
Borrower agrees to provide Bank with the following schedules in a form
acceptable to Bank:

N/A  Accounts Receivable Aging Reports       on a _____________ basis

N/A  Accounts Payable Aging Reports          on a _____________ basis

N/A  Job Progress Reports                    on a _____________ basis; and

N/A  Inventory Reports                       on a _____________ basis

X    Annual 10-K statement due within 90 days of fiscal year end.

X    Quarterly 10-Q statement due within 45 days of quarter end.
---------

            (c)     Promptly inform Bank of the occurrence of any default or
event of default as defined in the Note and/or the Loan Documents
(hereinafter referred to as "Default") or of any event which could have a
materially adverse effect upon Borrower's business, properties, financial
condition or ability to comply with its obligations hereunder, including
without limitation its ability to pay the Indebtedness;

            (d)     Furnish such other information as Bank may reasonably
request;

            (e)     Keep in full force and effect its own corporate, company
or partnership existence in good standing; continue to conduct and operate
its business substantially as presently conducted and operated and maintain
and protect all franchises and trade names and preserve all the remainder of
its property used or useful in the conduct of its business and keep the same
in good repair and condition;

            (f)     Comply with the financial covenants set forth in Addendum
A, attached hereto and made a part hereof;

            (g)     Maintain a standard and modern system of accounting in
accordance with GAAP consistently applied with ledger and account cards
and/or computer tapes and computer disks, computer printouts and computer
records pertaining to the Collateral which contain information as may from
time to time be requested by Bank, not modify or change its method of
accounting without the written consent of Bank first obtained, permit Bank and
any of its employees, officers, or agents, upon demand, during Borrower's
usual business hours, or the usual business hours of any third person having
control thereof, to have access to and examine all of Borrower's records
relating to the Collateral, Borrower's financial condition and the results of
Borrower's operations and in connection therewith, permit Bank or any of its
agents, employees, or officer to copy and make extracts therefrom;

            (h)     Provide personal financial statement in a form
satisfactory to Bank on an annual basis dated as of N/A and tax returns,
within _______________(____) days of the filing of such tax returns, of any
Guarantor;

            (i)     Maintain Borrower's same place of business or chief
executive office or residence as indicated below, and not relocate said
address without giving Bank 30 days prior written notice;

            (j)     Maintain insurance with such insurers in such amounts and
of a type satisfactory to Bank, with Bank to be designated as the payee of
any such insurance policies under a payee/secured lender clause acceptable to
Bank; and

            (k)     On a continuing basis from the date of this Agreement
until the Indebtedness is paid in full and the Borrower has performed all of
its other obligations hereunder, the Borrower represents and agrees that:

                    (1)     There are not and will not be Hazardous Materials
(as later defined) on, in or under any real or personal property ("Property")
now or at any time owned, occupied or operated by the Borrower which in any
manner violate any Environmental Law (as later defined).

                    (2)     The Borrower shall promptly conduct all
investigations, testing and other actions necessary to clean up and remove
all Hazardous Materials on or affecting the Property in accordance with every
Environmental Law.

                    (3)     The Borrower shall defend, indemnify and hold
harmless the Bank, its employees, agents, officers, shareholders and
directors from and against any and all claims, damages, fines, expenses,
liabilities or causes of

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action of whatever kind, including without limit consultant fees, legal
expenses and reasonable attorneys' fees, suffered by any of them as a direct
or indirect result of any actual or asserted violation of any Environmental
Law.

                    (4)     Upon ten days notice to the Borrower (except in
an emergency), the Bank may (but is not obligated to) enter on the Property
or take such other actions as it deems appropriate to inspect, test for,
clean up, remove or minimize the impact of any Hazardous Materials upon the
Bank's receipt of any notice from any source asserting the existence of any
Hazardous Materials in violation of any Environmental Law. All costs and
expenses so incurred by the Bank, including without limit consultant fees,
legal expenses and reasonable attorneys' fees, shall be payable by the
Borrower upon demand.

                    (5)     The provisions of this section shall survive the
repayment of the Indebtedness, the satisfaction of all other obligations of
Borrower to the Bank, the discharge or termination by the Bank of any lien or
security interest from Borrower, and the foreclosure of or exercise of
rights as to any collateral given to the Bank.

                    (6)     "Hazardous Materials" mean all of the following:
any asbestos, petroleum, petroleum by-products, flammable explosives, or
radioactive materials or any hazardous or toxic materials as defined in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended (42 U.S.C. Sections 9601 et seq.) or in any other Environmental
Law.

                    (7)     "Environmental Law" means any federal, state,
local or other law, ordinance, statute, directive, rule, order or regulation
on object of which is to regulate or improve health, safety or the
environment.

     7.     NEGATIVE COVENANTS. Borrower shall not, without Bank's prior
written consent, do any of the following:

            (a)     Grant a security interest in or permit a lien, claim or
encumbrance upon any of the Collateral to any person, association, firm,
corporation, entity, governmental agency or instrumentality;

            (b)     Permit any levy, attachment or restraint to be made
affecting any of Borrower's assets;

            (c)     Permit any judicial officer or assignee to be appointed
or to take possession of any or all of Borrower's assets;

            (d)     Other than sales of inventory in the ordinary course of
Borrower's business, to sell, lease or otherwise dispose of, move, or
transfer, whether by sale or otherwise, any of Borrower's assets;

            (e)     Change its name, business structure, corporate identity or
structure; add any new fictitious name, liquidate, merge or consolidate with
or into any other business organization;

            (f)     Move or relocate any collateral except in the ordinary
course of Borrower's business;

            (g)     Acquire any other business organization;

            (h)     Enter into any transaction not in the usual course of
Borrower's business;

            (i)     Make any investment in securities of any person,
association, firm, entity or corporation other than securities of the United
States of America;

            (j)     Make any change in Borrower's financial structure or in
any of its business objects, purposes or operations which would adversely
affect the ability of Borrower to pay its obligations;

            (k)     Incur any debt outside the ordinary course of Borrower's
business;

            (l)     Make any advance or loan except in the ordinary course of
Borrower's business;

            (m)     Make loans, advances or extensions of credit to any
person, except for sales on open account and otherwise in the ordinary course
of business;

            (n)     Guaranty or otherwise, directly or indirectly, in any way
be or become responsible for obligations of any other person, whether by
agreement to purchase the indebtedness of any other person, agreement for the
furnishing of funds to any other person through the furnishing of goods,
supplies or services, by way of stock purchase, capital contribution, advance
or loan, for the purpose of paying and discharging (or causing the payment or
discharge of) the indebtedness of any other person, or otherwise, except for
the endorsement of negotiable instruments by Borrower in the ordinary course
of business for deposit or collection;

            (o)     Sell, lease, transfer or otherwise dispose of properties
and assets having an aggregate book value of more than N/A Dollars
($________) (whether in one transaction or in a series of transactions)
except as to the sale of the inventory in the ordinary course of business;
change its name, consolidate with or merge into any corporation, permit
another corporation to merge into it, acquire all or substantially all of the
properties or assets of any other person, enter into any reorganization or
recapitalization or reclassify its capital stock, or enter into any
sale-lease back transaction;

            (p)     Purchase or hold beneficially any stock or other
securities of, or make any investment or acquire any interest whatsoever in,
any other person, except for the common stock  of the subsidiaries owned by
Borrower on the date of this Agreement or other applicable date and except
for certificates of deposit with maturities of one year or less of a United


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States commercial bank with capital, surplus and undivided profits in excess
of N/A Dollars ($________________), and direct obligations of the United
States government maturing within one (1) year from the date of acquisition
thereof;

            (q)     Allow any fact, condition or event to occur or exist with
respect to any employee, pension or profit sharing plan established or
maintained by it which might constitute grounds for termination of any such
plan or for the court appointment of a trustee to administer any such plan;

            (r)     Without Bank's prior written consent, acquire or expend
for or commit itself to acquire or expend for fixed assets by lease, purchase
or otherwise in an aggregate amount that exceeds N/A Dollars ($_________) in
any fiscal year; or

            (s)     Without Bank's prior written consent, pledge or otherwise
hypothecate any of its assets except for N/A or become liable for borrowed
money or finance loans in excess of N/A Dollars ($_________) during any
fiscal year.

     8.     DEFAULT. The terms "Default" or "Event of Default", as used
herein, shall have the meaning given in the Note and/or the Loan Documents.
In addition, the parties agree that any one or more of the following events
shall constitute a default by Borrower under this Agreement, the Note and/or
the Loan Documents:

            (a)     If Borrower fails or neglects to perform, keep or observe
any term, provision, condition, covenant, agreement, warranty or
representation contained in this Agreement, the Note, the Loan Documents or
any other present or future agreement between Borrower and Bank;

            (b)     If any material representation, statement, report or
certificate made or delivered by Borrower, or any of its officers, employees
or agents to Bank is not true and correct;

            (c)     If Borrower fails to pay when due and payable or declared
due and payable, all or any portion of the Indebtedness (whether or principal,
interest, taxes, reimbursement of Bank expenses, or otherwise);

            (d)     If there is a material impairment of the prospect of
repayment of all or any portion of Borrower's obligations, including without
limitation the Indebtedness or a material impairment of the value or priority
of Bank's security interest in the collateral;

            (e)     If all or any of Borrower's assets are affected, become
subject to a writ or distress warrant, or are levied upon, or come into the
possession of any judicial officer or assignee and the same are not released,
discharged or bonded against within ten (10) days thereafter;

            (f)     If any insolvency proceeding is filed or commenced by or
against Borrower without being dismissed within ten (10) days thereafter;

            (g)     If any bankruptcy or other proceeding is filed or
commenced by or against Borrower for its reorganization, dissolution or
liquidation without being dismissed within ten (10) days of its commencement;

            (h)     If Borrower is enjoined, restrained or in any way
prevented by court order from continuing to conduct all or any material part
of its business affairs;

            (i)     If a notice of lien, levy or assessment is filed of
record with respect to any or all of Borrower's assets by the United States
Government, or any department, agency or instrumentality thereof, or by any
state, county, municipal or other government agency, or if any taxes or debts
owing at any time hereafter to any one or more of such entities becomes a
lien, whether inchoate or otherwise, upon any or all of the Borrower's assets
and the same is not paid on the payment date thereof;

            (j)     If a judgment or other claim becomes a lien or
encumbrance upon any or all of Borrower's assets and the same is not
satisfied, dismissed or bonded against within ten (10) days thereafter;

            (k)     If Borrower's records are prepared and kept by an outside
computer service bureau at the time this Agreement, the Note and/or the Loan
Documents are entered into or during the term of this Agreement, the Note
and/or the Loan Documents, such an agreement with an outside service bureau
is entered into, and at any time thereafter, without first obtaining the
written consent of Bank, Borrower terminates, modifies, amends or changes its
contractual relationship with said computer service bureau or said computer
service bureau fails to provide Bank with any requested information or
financial data pertaining to Bank's Collateral, Borrower's financial
condition or the results of Borrower's operations;

            (l)     If Borrower permits a default in any material agreement
to which Borrower is a party with third parties so as to result in an
acceleration of the maturity of Borrower's indebtedness to others, whether
under any indenture, agreement or otherwise;

            (m)     If Borrower makes any payment on account of indebtedness
which has been subordinated to Borrower's obligations to Bank, including
without limitation the Indebtedness;

            (n)     If any material misrepresentation exists now or
thereafter in any warranty or representation made to Bank by any officer or
director of Borrower, or if any such warranty or representation is withdrawn
by any officer or director;

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         (o)  If any party subordinating its claims to that of Bank's or
any guarantor of Borrower's obligations terminates its subordination or
guaranty, becomes insolvent or an insolvency proceeding is commenced by or
against any such subordinating party or guarantor;

         (p)  If Borrower is an individual and Borrower dies;

         (q)  If there is a change of ownership or control of N/A percent
(___%) or more of the issued and outstanding stock of Borrower; or

         (r)  If any reportable event, which the Bank determines
constitutes grounds for the termination of any deferred compensation plan by
the Pension Benefit Guaranty Corporation or for the appointment by the
appropriate United States District Court of a trustee to administer any such
plan, shall have occurred and be continuing thirty (30) days after written
notice of such determination shall have been given to Borrower by Bank, or
any such Plan shall be terminated within the meaning of Title IV of the
Employment Retirement Income Security Act ("ERISA"), or a trustee shall be
appointed by the appropriate United States District Court to administer any
such plan, or the Pension Benefit Guaranty Corporation shall institute
proceedings to terminate any plan and in case of any event described in this
Section 8, the aggregate amount of the Borrower's liability to the Pension
Benefit Guaranty Corporation under Sections 4062, 4063 or 4064 of ERISA shall
exceed five percent (5%) of Borrower's Tangible Effective Net Worth.

     Bank shall not be obligated to make advances to Borrower during any cure
period provided for in Sections 8(e), 8(f), 8(j), and 8(r) above.

     9.  RIGHTS AND REMEDIES.  The parties have agreed as follows with
respect to Bank's rights and remedies upon Default.

         (a)  Bank shall have all rights and remedies available hereunder and
under the Note and the Loan Documents and under applicable law;

         (b)  Bank may at its option without notice, accelerate the
Indebtedness and declare all Indebtedness to be due, owing and payable in
full;

         (c)  Bank may at its option without notice, cease advancing money or
extending credit to or for the benefit of Borrower under this Agreement or
any other agreement between Borrower and Bank.

         (d)  No Default (as defined in this Agreement, the Note and/or the
Loan Documents) shall be waived by Bank except in writing and a waiver of any
Default shall not be a waiver of any other default or of the same default on
a future occasion;

         (e)  No single or partial exercise of any right, power or privilege
hereunder, or any delay in the exercise hereof, shall preclude other or
further exercise of the rights of the parties under this Agreement, the Note
and/or the Loan Documents; and

         (f)  No forbearance on the part of Bank in enforcing any of its
rights under this Agreement, the Note and/or the Loan Documents nor any
renewal, extension or rearrangement of any payment or covenant to be made or
performed by Borrower hereunder shall constitute a waiver of any of the terms
of this Agreement, the Note, and/or the Loan Documents, or of any such right.

     10. CROSS-DEFAULT.  A Default under this Agreement shall also be a
Default under the Note and the Loan Documents, and vice versa. A Default
under this Agreement, the Note and/or the Loan Documents shall also be a
Default under every other note and other agreement between Bank and Borrower,
and vice versa.

     11. CROSS-COLLATERAL.  Any Collateral for this Agreement, the Note
and/or the Loan Documents shall also be Collateral for any other obligations
owing by Borrower to Bank. Notwithstanding the above, (i) to the extent that
any portion of the Indebtedness is a consumer loan, that portion shall not be
secured by any deed of trust or mortgage on or other security interest in any
of the undersigned's principal dwelling or in any of the undersigned's real
property which is not a purchase money security interest as to that portion,
unless expressly provided to the contrary in another place, or (ii) if the
undersigned (or any of them) has (have) given or give(s) Bank a deed of trust
or mortgage covering real property, that deed of trust or mortgage shall not
secure this Note or any other indebtedness of the undersigned (or any of
them), unless expressly provided to the contrary in another place.

     12. SURVIVAL OF COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES.
All covenants, agreements, representations and warranties (a) previously made
(except as specifically subsequently modified); (b) made in connection
herewith or with the Note and/or the Loan Documents and/or any document
contemplated hereby; or (c) executed hereafter (unless such document
expressly states that this Agreement does not apply thereto) shall survive
the borrowing hereunder and thereunder and the repayment in full of the Note
and/or the Loan Documents and any amendments, renewals or extensions thereof
and shall be deemed to have been relied upon by Bank. All statements
contained in any certificate or other document delivered to Bank at any time
by or on behalf of Borrower shall constitute representations and warranties
by Borrower.

     13. MISCELLANEOUS.  The parties agree to the following miscellaneous
terms:

         (a)  This Agreement, the Note and the Loan Documents shall be
governed by California law, without regard for the effect of conflict of laws;


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         (b)  Borrower agrees that it will pay all out of pocket costs of
Bank and expenses (including, without limitation, Bank's attorneys' fees and
costs and/or fees, transfer charges and costs of Bank's in-house counsel) in
connection with the preparation of this Agreement, the Note and/or the Loan
Documents and/or the documents contemplated hereby and the closing of the
Loan;

         (c)  This Agreement, the Note and/or the Loan Documents shall inure
to the benefit of and shall be binding upon the parties hereto and their
respective successors and assigns; provided, however, that Borrower shall not
assign or transfer its right or obligations under this Agreement, the Note
and/or the Loan Documents without the prior written consent of Bank;

         (d)  Borrower acknowledges that Bank may provide information
regarding Borrower and the Loan to Bank's parent, subsidiaries and affiliates
and service providers, and

         (e)  This Agreement is an integrated agreement and supersedes all
prior negotiations and agreements regarding the subject matter hereof. Any
amendments hereto shall be in writing and be signed by all parties hereto.

     14. JURY WAIVER.  THE BORROWER AND THE BANK ACKNOWLEDGE THAT THE RIGHT
TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH
PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH
COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL
BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION
REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS
AGREEMENT OR THE INDEBTEDNESS.

     IN WITNESS WHEREOF, the parties have executed this Business Loan Agreement
as of the date first set forth above.


Address of Borrower:                        Borrower:


2130 Gold Street, Suite 100                 Tab Products Co.
-----------------------------------         -----------------------------------

San Jose, California 95164
-----------------------------------         By: /s/ David J. Davis
                                                -------------------------------

                                            Title: SVP & CFO
                                                   ----------------------------


                                            By: /s/ Robert J. Sutton
                                                -------------------------------

                                            Title: Treasurer & Secretary
                                                   ----------------------------


                                            Comerica Bank-California
                                            ("Bank")


                                            By: /s/ Carl S. Saba
                                                -------------------------------
                                                    Carl S. Saba

                                            Title: Assistant Vice President
                                                   ----------------------------


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                     ADDENDUM A TO BUSINESS LOAN AGREEMENT
                             (FINANCIAL COVENANTS)


     1.  DEFINITIONS RELATING TO FINANCIAL COVENANTS.

         CASH FLOW as used in this Agreement means for any applicable period
of determination, the net income (as later defined) (after deduction for
income taxes and other taxes of Borrower or its subsidiaries, determined by
reference to income or profits of Borrower or its subsidiaries) for such
period, plus, to the extent deducted in computation of such net income, the
amount of depreciation and amortization expense and the amount of deferred
tax liability during such period, all as determined in accordance with GAAP.
For Borrower and its subsidiaries, the applicable period of determination
will be  N/A, beginning with the period from ______________ to ______________.

         CASH FLOW COVERAGE RATIO means the ratio, as of any applicable period
of determination, the numerator of which is net income plus depreciation plus
amortization plus (or minus) the increase (or decrease) in the deferred tax
liability minus dividends and S-Draws, if an S-Corp, at the greater of actual
draws or net income times the highest prevailing personal tax rate, and the
denominator of which is the current portion of long term debt plus the
current portion of capital lease payments for the same period of
determination.

         CURRENT ASSETS as used in this Agreement means, as of any applicable
date of determination, all unrestricted cash, CD's or marketable securities,
non-affiliated accounts receivable, United States Government securities
and/or claims against the United States Government, and inventories (held for
sale in the ordinary course of business) of Borrower and its subsidiaries.

         CURRENT LIABILITIES as used in this Agreement means, as of any
applicable date of determination, (i) all liabilities of Borrower or its
subsidiaries that should be classified as current in accordance with GAAP,
including, without limitation, any portion of the principal of the
Indebtedness under this Agreement, the Note and/or the Loan Documents
classified as current, plus (ii) to the extent not otherwise included, all
liabilities of Borrower to any of its affiliates (including officers,
directors, shareholders, subsidiaries and commonly held companies), whether
or not classified as current in accordance with GAAP unless same shall be the
long term portion of Subordinated Debt (as defined below).

         CURRENT RATIO as used in this Agreement means, as of an applicable
date of determination, Current Assets divided by Current Liabilities.

         DEBT shall mean, as of any applicable date of determination, all
items of indebtedness, obligation or liability of a person, whether matured
or unmatured, liquidated or unliquidated, direct or indirect, absolute or
contingent, joint or several, that should be classified as liabilities in
accordance with GAAP excepting such liabilities as shall be Subordinated Debt
(as defined below).

         FIXED CHARGES as used in this Agreement means, as of any applicable
period of determination, with respect to Borrower and its subsidiaries, the
sum, without duplication, of (a) all interest paid or payable during such
period by Borrower or its subsidiaries on debt of such person; PLUS (b) all
payments of principal or other sums paid or payable during such period by
such person with respect to Debt having a final maturity more than one year
from the date of creation of such debt; PLUS (c) all debt discount and
expense amortized or required to be amortized during such period by such
person; PLUS (d) the maximum amount of all rents and other payments paid or
required to be paid by such person during such period under any lease or
other contract or arrangement providing for use of real or personal property
in respect of which such person is obligated as a lessee, user or obligor,
PLUS (e) all dividends and other distributions paid or payable by Borrower
(including S-Draws, if applicable, as per the Cash Flow Coverage Ratio above)
or its subsidiaries or otherwise accumulating during such period on any
capital stock of Borrower or its subsidiaries; PLUS (f) all loans or other
advances made by Borrower or its subsidiaries during such period to any
affiliate of such person. The applicable period of determination will be
N/A, beginning with the period from ______________ to ______________.

         NET INCOME shall mean the net income (or loss) of a person for any
period determined in accordance with GAAP but, however, excluding:

         (a)  any gains or losses on the sale or other disposition, not in the
ordinary course of business, of investments or fixed or capital assets, and
any taxes on the excluded gains and any tax deductions or credits on account
on any excluded losses, and

         (b)  in the case of the Borrower, net earnings of any person in which
Borrower has an ownership interest, unless such net earnings shall have
actually been received by Borrower in the form of cash distributions.

         QUICK ASSETS as used in this Agreement means, as of any applicable
date of determination, unrestricted cash, CD's or marketable securities and
net accounts receivable arising from the sale of goods and services, and
United States Government securities and/or claims against the United States
Government of Borrower and its subsidiaries.

         QUICK RATIO as used in this Agreement means, as of an applicable date
of determination, Quick Assets divided by Current Liabilities, excluding
subordinated debt.


                                       7

<PAGE>

         TANGIBLE EFFECTIVE NET WORTH as used in this Agreement means Tangible
Net Worth as of any applicable date of determination, increased by the long
term portion of Subordinated Debt (as defined below), if any, of Borrower or
its subsidiaries and decreased by the following: Subscription lists,
organization expenses, trade accounts receivable converted to notes, and
money due to Borrower or its subsidiaries from affiliates (including
officers, directors, subsidiaries and commonly held companies).

         TANGIBLE NET WORTH as used in this Agreement means, as of any
applicable date of determination, the excess of:

         (a)  the net book value of all assets of Borrower and its
subsidiaries (other than patents, patent rights, trademarks, trade names,
franchises, copyrights, licenses, goodwill, and similar intangible assets)
after all appropriate deductions in accordance with GAAP (including, without
limitation, reserves for doubtful receivables, obsolescence, depreciation
and amortization), minus

         (b)  all Total Liabilities of Borrower and its subsidiaries.

         TOTAL LIABILITIES as used in this Agreement means, as of any
applicable date, the total of all items of indebtedness, obligation or
liability which, in accordance with GAAP consistently applied, would be
included in determining the total liabilities of Borrower or its subsidiaries,
including, without limitation, (a) all obligations secured by any mortgage,
pledge, security interest or other lien on property owned or acquired,
whether or not the obligations secured thereby shall have been assumed;
(b) all obligations which are capitalized lease obligations; and (c) all
guaranties, endorsements or other contingent or surety obligations with
respect to the indebtedness of others, whether or not reflected on the balance
sheets of Borrower or its subsidiaries, including, without limitation, any
obligation to furnish funds, directly or indirectly through the purchase of
goods, supplies, services, or by way of stock purchase, capital contribution,
advance or loan or any obligation to enter into a contract for any of the
foregoing.

         TOTAL LIABILITIES TO TANGIBLE EFFECTIVE NET WORTH RATIO means, as of
any applicable date, Total Liabilities dividend by Tangible Effective Net
Worth.

         SUBORDINATED DEBT as used in this Agreement means indebtedness of
Borrower to third parties which has been subordinated to all Indebtedness
owing by Borrower to Bank pursuant to a subordination agreement in form and
content satisfactory to Bank.

         WORKING CAPITAL as used in this Agreement means, as of any applicable
date of determination, Current Assets less Current Liabilities.

         OTHER.  N/A
                 _____________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

     2.  FINANCIAL COVENANTS.  Borrower shall maintain the following financial
ratios and covenants on a consolidated and non-consolidated basis, which shall
be monitored on a QUARTERLY basis, except as noted below.

         (a)  Working Capital in an amount not less than N/A;

         (b)  Tangible Effective Net Worth in an amount not less than
$40,000,000.00;

         (c)  A ratio of Current Assets to Current Liabilities of not less
than N/A;

         (d)  A ratio of Quick Assets to Current Liabilities of not less
than 1.50:1.00;

         (e)  A ratio of Total Liabilities (less Subordinated Debt as defined
herein) to Tangible Effective Net Worth of less than 0.70:1.00;

         (f)  A Cash Flow Coverage Ratio of not less than N/A;

         (g)  Net income after taxes or S-Draws as per Cash Flow Coverage
Ratio above of N/A;

         (h)  Profitability on a N/A basis;

         (i)  Fixed Charge Ratio of N/A;

         (j)  Other applicable terms: DURING THE TERM OF THIS AGREEMENT,
BORROWER SHALL MAINTAIN WITH BANK AVERAGE DAILY NET FREE COLLECTED DEMAND
DEPOSITS IN AN AMOUNT NOT LESS THAN THREE MILLION DOLLARS ($3,000,000). NET
FREE DEMAND DEPOSITS SHALL BE COMPUTED ON A CALENDAR MONTH BASIS. FOR
PURPOSES OF THIS AGREEMENT, "NET FREE COLLECTED DEMAND DEPOSITS" MEANS
BALANCES IN DEMAND DEPOSIT ACCOUNTS AFTER DEDUCTING PROVISIONAL CREDITS FOR
ITEMS IN THE PROCESS OF COLLECTION AND BALANCES REQUIRED BY BANK UNDER ITS
NORMAL PRACTICES TO COMPENSATE BANK FOR MAINTENANCE OF SUCH DEPOSIT ACCOUNTS.

     All financial covenants shall be computed in accordance with GAAP
consistently applied except as otherwise specifically set forth in this
Agreement. All monies due from affiliates (including officers, directors and
shareholders) shall be excluded from Borrower's assets for all purposes
hereunder.


                                            /s/ DJD
                                            ---------------
                                              INITIAL HERE


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