LOAN AND SECURITY AGREEMENT

                                   DATED AS OF

                            __________________, 1997

                                 BY AND BETWEEN
 
                                COLE TAYLOR BANK

                                       AND

                           MEDICUS SYSTEMS CORPORATION








<PAGE>
                COLE TAYLOR BANK - MEDICUS SYSTEMS CORPORATION -
                          LOAN AND SECURITY AGREEMENT 


                                  EXHIBIT LIST


                                                         Exhibit No.

Collateral Locations                                       1.1(G)

Patents, Trademarks, Copyrights and Licenses               1.1(K)

Form of Software Agreement                                 1.1(Z)

Existing Indebtedness                                      5.1(F)


 


<PAGE>
                           LOAN AND SECURITY AGREEMENT


     THIS  LOAN  AND  SECURITY   AGREEMENT  (the  "Agreement")  is  made  as  of
____________,  1997, by and between COLE TAYLOR BANK (the  "Lender") and MEDICUS
SYSTEMS CORPORATION ("Borrower").

         THE PARTIES HERETO agree as follows:


                                             ARTICLE ONE.  DEFINITIONS

     SECTION 1.1. DEFINED TERMS. In addition to terms defined  elsewhere in this
Agreement or any Supplement or Exhibit hereto,  when used herein,  the following
terms shall have the following meanings:

     (A)  "Account  Debtor"  shall  mean  any  Person  who is or who may  become
obligated  to  Borrower  under,  with  respect  to, or on  account of an Account
Receivable or other Collateral.

     (B) "Accounts  Receivable" shall mean any and all accounts (as such term is
defined in the UCC) of Borrower  and each and every right of Borrower to (i) the
payment  of  money or (ii) the  receipt  or  disbursement  of  products,  goods,
services  or other  valuable  consideration,  whether  such  right now exists or
hereafter  arises,  whether  such  right  arises  out of a sale,  lease or other
disposition  of  Inventory,  or out of a  rendering  of  services,  or any other
transaction  or event,  whether  such right is created,  generated  or earned by
Borrower or by some other  Person who  subsequently  transfers  its  interest to
Borrower,  whether such right is or is not already  earned by  performance,  and
howsoever  such  right may be  evidenced,  together  with all other  rights  and
interests (including all liens and security interests) which Borrower may at any
time  have by law or  agreement  against  any  Account  Debtor  or other  Person
obligated  to make any such  payment or against  any  property  of such  Account
Debtor or other Person. Without limitation of the foregoing, all amounts due and
owing from time to time pursuant to the Software  Agreements  shall be deemed to
be Accounts Receivable.

     (C) "Affiliate" shall mean any Person which,  directly or indirectly,  owns
or controls, on an aggregate basis, at least a five percent (5%) interest in any
other  Person,  or which is  controlled  by or is under common  control with any
other Person.

     (D)  "Business  Day" means any day on which the Lender is open for business
in Chicago, Illinois, other than a Saturday or Sunday.

     (E) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time.

     (F)  "Collateral"  shall mean the  following  property  owned by  Borrower,
howsoever  arising,  wherever  located  and  whether  now owned or  existing  or
hereafter existing or acquired:

     (i) all Equipment;

     (ii) all Accounts Receivable;

     (iii) all Inventory;
 
     (iv) any and all monies, reserves, deposits, deposit accounts,  securities,
cash, cash equivalents,  balances, credits, and interest and dividends on any of
the above,  of or in the name of Borrower,  now or hereafter with the Lender and
any and all  other  property  of any kind and  description  of or in the name of
Borrower, now or hereafter, for any reason or purpose


     whatsoever,  in the  possession or control of, or in transit to, the Lender
or any agent or bailee for the Lender;
 
     (v) all chattel paper, contract rights and instruments;

     (vi) all General Intangibles;

     (vii) all furniture and fixtures;

     (viii) all Software Agreements;

     (ix) all computer  databases,  flow diagrams,  software,  software systems,
programs, research and stored information;

     (x) all source  codes and object codes  relating to the property  listed in
clause (ix) above;

     (xi) all books,  records and  computer  records in any way  relating to the
above property;

     (xii)  any and all  substitutions,  renewals,  improvements,  replacements,
additions and proceeds of (i) through (xi) above, including, without limitation,
proceeds of insurance policies.

     (G)  "Collateral  Locations"  shall mean the locations set forth on Exhibit
1.1(G) attached hereto.

     (H)  "Corporate  Real  Property"  shall mean all of the real estate and the
improvements  thereon and thereto  leased by Borrower at the  premises  commonly
known as One Rotary Center, Suite 1111, Evanston, Illinois 60201.

     (I)  "Documents"  shall mean this  Agreement,  the Revolving Note, the Term
Note and any other instruments or documents  required or contemplated  hereunder
or thereunder, whether now existing or at any time hereafter arising.
 
     (J)  "Equipment"  shall mean all machinery and equipment owned by Borrower,
wherever  located,  whether  now owned or  hereafter  existing  or  acquired  by
Borrower,  any additions  thereon,  accessions  thereto or replacements of parts
thereof.
 
     (K) "General  Intangibles" shall mean all general intangibles (as such term
is  defined  in the UCC)  owned  by  Borrower,  including,  but not  limited  to
goodwill,  trademarks,  trade names,  licenses,  patents,  patent  applications,
copyrights,  inventions,  franchises,  books and records of  Borrower,  designs,
trade secrets,  registrations,  prepaid expenses,  all rights to and payments of
refunds, overpayments,  rebates and return of monies, including, but not limited
to, sales tax refunds, tax refunds, tax refund claims and rights to and payments
of refunds, overpayments or overfundings under any pension, retirement or profit
sharing plans and any guarantee, security interests or other security held by or
granted  to  Borrower  to  secure  payment  by an  Account  Debtor of any of the
Accounts Receivable.  Without limitation of the foregoing, "General Intangibles"
shall  include the  patents,  trademarks,  copyrights  and  licenses  more fully
described on Exhibit 1.1(K) attached hereto.

     (L) "Inventory" shall mean any and all goods,  finished goods, whole goods,
materials, raw materials, work-in-progress,  components or supplies, wheresoever
located and whether now owned or  hereinafter  acquired  and owned by  Borrower,
including,  without limitation,  goods, finished goods, whole goods,  materials,
raw materials,  work-in-process,  components or supplies in transit, wheresoever
located, whether now owned or hereafter acquired by Borrower, which are held for
demonstration,  illustration,  sale or lease,  furnished  under any  contract of
service  or  held  as  raw  materials,   work-in-process  for  manufacturing  or
processing or supplies for  manufacturing or processing,  and all materials used
or consumed in the business of Borrower,  and shall include such other property,
the sale or  disposition  of which has given rise to an Accounts  Receivable and
which has been returned to or  repossessed or stopped in transit by or on behalf
of  Borrower,  but shall not  include  property  owned by third  parties  in the
possession of Borrower.

     (M)  "Interest  Period" means any 90 day period as selected by the Borrower
in the notice  required  to be sent by  Borrower  as set forth in Section 2.3 of
this Agreement;  provided,  however, that each Interest Period is subject to the
following:

     (i) If any  Interest  Period  would  otherwise  end on a day which is not a
Business  Day,  that  Interest  Period shall be extended to the next  succeeding
Business Day;

     (ii) No Interest  Period may extend beyond the Revolver  Termination  Date;
and

     (iii) The interest rate for each Interest  Period shall be applied from and
including the first day of such Interest Period to, but excluding,  the last day
of such Interest Period.

     (N) "Interest Rate Option Conditions" shall mean all of the following:

     (i) no Event of Default shall have occurred; and

     (ii)  Borrower's  Tangible  Stockholders  Equity as reported in  Borrower's
accountant  prepared  financial  statements  required to be  delivered to Lender
pursuant  to  Section  5.1(A)  of this  Agreement  is  greater  than or equal to
$8,500,000.00; and

     (iii) no material  adverse change has occurred in the business or financial
condition of Borrower; and

     (iv) the date is after May 31, 1997.

     (O) "Interest Rate Reduction Conditions" shall mean all of the following:

     (i) no Event of Default shall have occurred; and

     (ii)  Borrower's  Tangible  Stockholders  Equity as reported in  Borrower's
accountant  prepared  financial  statements  required to be  delivered to Lender
pursuant  to  Section  5.1(A)  of this  Agreement  is  greater  than or equal to
$10,000,000.00; and

     (iii) no material  adverse change has occurred in the business or financial
condition of Borrower.

     (P) "Liabilities" shall mean all liabilities,  indebtedness and obligations
of Borrower to the Lender, howsoever created, arising or evidenced,  whether now
existing or  hereafter  arising,  whether  direct or indirect  (including  those
acquired by assignment),  absolute or contingent,  due or to become due, primary
or secondary,  joint or several,  whether existing or arising through  discount,
overdraft, purchase, direct loan, participation, operation of law, or otherwise,
including, but not limited to, all liabilities,  indebtedness and obligations of
Borrower to the Lender  pursuant to any letter of credit,  any standby letter of
credit or any of the Documents and reasonable outside attorneys' and paralegals'
fees or charges relating to the preparation of the Documents and the enforcement
of  Lender's  rights,  remedies,   powers  and  security  interests  under  this
Agreement,  including,  but not limited to, the drafting of any documents in the
preparation and enforcement of the Loans.

     (Q) "Libor"  shall mean shall mean for each  Interest  Period,  the rate of
interest per annum as determined by Lender to be the rate  (rounded  upward,  if
necessary, to the nearest 1/16 of 1%) at which deposits of United States dollars
in immediately  available and freely transferable funds are offered to Lender in
the London Interbank  Eurodollar market at 11:00 a.m. (London time) two Business
Days prior to the  commencement  of such  Interest  Period for a period equal to
such Interest  Period and in an amount equal to the applicable  Libor Portion to
be outstanding from Lender during such Interest Period.

     (R) "Libor Portion" and "Libor  Portions" shall have the meanings set forth
in Section 2.3(B) of this Agreement.

     (S) "Loan" shall mean  individually,  and "Loans" shall mean  collectively,
each of the Revolving Loans.

     (T) "Net  Worth"  shall  mean the total  amount of issued  and  outstanding
capital  stock,  plus paid in capital and retained  earnings  and less  treasury
stock.

     (U) "Note" shall mean the Revolving Note.

     (V) "Person" shall mean any individual,  sole proprietorship,  partnership,
joint venture, trust,  unincorporated  organization,  association,  corporation,
institution,  entity,  party or government  (whether national,  federal,  state,
county,  city,  municipal  or  otherwise  including,   without  limitation,  any
instrumentality, division, agency, body or department thereof).

     (W)  "Portion"  shall have the meaning set forth in Section  2.3(B) of this
Agreement.

     (X) "Prime Rate" shall mean, as of the date of any determination,  the rate
per annum then most recently  announced publicly by the Lender as its prime rate
of interest in Chicago, Illinois. The Prime Rate is the interest rate charged by
the Lender on  commercial  loans to a  substantial  number of the Lender's  good
business customers,  but it is not necessarily the Lender's lowest interest rate
charged  to any  customer.  The Prime  Rate is  subject  to change by the Lender
without  notice of any kind,  except as set forth in the first  sentence of this
clause.

     (Y) "Prime Rate Portion" shall have the meaning set forth in Section 2.3(B)
of this Agreement.

     (Z) "Software Agreement" shall mean individually, and "Software Agreements"
shall mean  collectively,  each  agreement  or license  given by Borrower to its
customers  or by and  between  Borrower  and any of its  customers  for the use,
license  and/or  maintenance  of computer  programs  and  software,  whether now
existing  or  hereinafter  arising,  including,  but not limited to, the form of
agreement attached hereto as Exhibit 1.1(Z).

     (AA) "Tangible  Stockholders  Equity" shall mean Borrower's Net Worth minus
the  capitalized  value  of  Borrower's  software  products  net of  accumulated
amortization.

     (BB) "UCC" shall mean the Uniform Commercial Code as enacted and amended in
the State of Illinois.

     SECTION 1.2. OTHER TERMS. Accounting terms used in this Agreement which are
not  specifically  defined  shall have the  meanings  customarily  given them in
accordance with generally accepted accounting  principles in effect from time to
time.  Terms used in this Agreement which are defined in the UCC, shall,  unless
the context  indicates  otherwise or unless otherwise defined in this Agreement,
have the meanings provided for by the UCC.

<PAGE>

                               ARTICLE TWO. LOANS

     SECTION  2.1.  LOAN  AMOUNT.  Subject to the terms and  conditions  of this
Agreement,  on the date  upon  which  all of the  terms  and  conditions  of the
Documents have been met or fulfilled to the satisfaction of Lender (the "Closing
Date"),  the Lender  agrees to make loans in the  aggregate to the Borrower on a
revolving basis (such loans being herein called  individually a "Revolving Loan"
and collectively the "Revolving Loans") from time to time in such amounts as the
Borrower may from time to time request up to the maximum amount of $2,500,000.00
(the "Line of Credit"); provided, however, that (A) repayments from time to time
of the Line of Credit shall be available to be reborrowed  pursuant to the terms
and conditions of this Agreement;  and (B) if the Revolving Loans outstanding at
any time or from time to time exceeds the advance  limitations  described above,
Borrower  shall pay on demand to the Lender such amount  necessary  to eliminate
such  excess;  and (C) the Lender's  commitment  to make  Revolving  Loans shall
remain in effect for a period to and including  October 10, 1999 (the  "Revolver
Termination  Date");  and (5)  notwithstanding  anything else  contained in this
Agreement,  (i) upon the occurrence and continuance of any Event of Default, and
in every such event, the Lender may, in its sole discretion,  immediately  cease
to make  Revolving  Loans;  and (ii)  Borrower  shall repay to the Lender on the
Revolver Termination Date all Revolving Loans, plus interest accrued to the date
of payment.

     SECTION 2.2.  USE OF LOAN  PROCEEDS.  The proceeds of any  borrowing by the
Borrower  pursuant to the Revolving  Loans shall be used by the Borrower  solely
for refinancing existing indebtedness of the Borrower, providing working capital
for  Borrower  and paying for  operating  expenses of the Borrower and the fees,
costs and expenses of the Lender as provided for in this Agreement.

     SECTION 2.3. REVOLVING NOTE.

     (A) General.  The Revolving  Loans shall be evidenced by a promissory  note
(herein called the "Revolving Note") in form and manner  satisfactory to Lender,
dated the date first above written,  payable to the order of the Lender,  in the
principal  amount of the Maximum Line of Credit  Amount.  The date and amount of
each  Revolving  Loan made by the  Lender  and of each  repayment  of  principal
thereon received by the Lender shall be recorded by the Lender in the records of
the Lender and the aggregate unpaid principal amount shown on such records shall
be  rebuttable,  presumptive  evidence of the principal  owing and unpaid on the
Revolving Note. The failure to record any such amount on such records shall not,
however,  limit or otherwise affect the obligations of the Borrower hereunder or
under the Revolving  Note to repay the principal  amount of the Revolving  Loans
together with all interest  accruing  thereon.  The unpaid principal amount from
time to time outstanding on the Revolving Loans shall be payable as set forth in
the Revolving  Note.  Lender is hereby  authorized to debit any of the Borrower'
accounts  with Lender and/or make a Revolving  Loan with the proceeds  disbursed
directly to Lender to make the required payments pursuant to this Section.

     (B) Interest Rate Options.
 
     (i) Interest Rate Option  Conditions  Not Met.  Unless and until all of the
Interest Rate Option Conditions shall have been met, the unpaid principal amount
of the  Revolving  Note shall only bear interest at the Prime Rate, as in effect
from time to time; provided,  however,  that upon the occurrence of any Event of
Default,  the unpaid  amounts due and owing pursuant to the Revolving Note shall
bear interest,  whether before or after judgment,  until payment in full thereof
at the rate per annum  determined  by adding 4% to the interest rate which would
otherwise be  applicable  thereto from time to time.  Any change in the interest
rate on the Revolving  Note  resulting  from a change in the Prime Rate shall be
and become  effective as of and on the date of the relevant  change in the Prime
Rate.  Interest accruing pursuant to this clause (i) shall be due and payable on
the first day of each month.
 
<PAGE>

     (ii) Interest Rate Option Conditions Met. Commencing with the date on which
all of the  Interest  Rate  Option  Conditions  shall have been met,  the unpaid
principal  amount of the Revolving Note shall bear interest as described in this
Section 2.3(B)(ii).
 
     (a) Option.  Subject to all of the terms and conditions of this  Agreement,
commencing  with the date on which all of the  Interest  Rate Option  Conditions
shall have been met,  portions of the  principal  indebtedness  evidenced by the
Revolving Note (all of the indebtedness  evidenced by the Revolving Note bearing
interest at the same rate for the same period of time being hereinafter referred
to as a "Portion") may, at the option of Borrower,  bear interest with reference
to the Prime Rate (the  "Prime Rate  Portion")  or with  reference  to the Libor
(individually,  a "Libor  Portion" and  collectively,  the Libor  Portions") and
Portions may be  converted at the option of Borrower  from time to time from one
basis to another. All of the indebtedness  evidenced by the Revolving Note which
is not part of a Libor Portion shall constitute a single Prime Rate Portion. All
of the  indebtedness  evidenced by the Revolving  Note which bears interest with
reference  to  a  particular  Libor  for  a  particular  Interest  Period  shall
constitute a single Libor Portion.
 
     (b) Prime Rate  Portion.  The Prime Rate Portion shall bear interest at the
Prime Rate as in effect  from time to time,  minus (I) 1/4% unless and until all
of the Interest  Rate  Reduction  Conditions  shall have been met; and (II) 1/2%
commencing with the date on which all of the Interest Rate Reduction  Conditions
shall have been met; provided, however, that upon the occurrence of any Event of
Default,  such Portion shall bear interest,  whether  before or after  judgment,
until  payment in full thereof at the rate per annum  determined by adding 4% to
the interest rate which would otherwise be applicable thereto from time to time.
Any change in the  interest  rate on the Prime  Rate  Portion  resulting  from a
change in the Prime Rate shall be and become  effective as of and on the date of
the relevant change in the Prime Rate.  Interest on the Prime Rate Portion shall
be due and payable on the first day of each month.
 

     (c) Libor  Portions.  Each  Libor  Portion  shall  bear  interest  for each
Interest Period selected  therefor at a rate per annum  determined by adding (I)
2.25% unless and until all of the Interest Rate Reduction  Conditions shall have
been met to Libor for such Interest  Period;  and (II) 2.00% commencing with the
date on which all of the Interest Rate Reduction  Conditions shall have been met
to Libor for such Interest Period,  provided,  however, that upon the occurrence
of any Event of Default  such Portion  shall bear  interest,  whether  before or
after  judgment,  until payment in full thereof  through the end of the Interest
Period then applicable  thereto at the rate per annum determined by adding 4% to
the interest rate which would otherwise be applicable thereto,  and effective at
the end of such  Interest  Period  such Libor  Portion  shall  automatically  be
converted  into and added to the Prime Rate  Portion and shall  thereafter  bear
interest at the interest  rate  applicable  to the Prime Rate Portion  after the
occurrence of an Event Default.  At any time and from time to time, Borrower may
identify no more than 5 Libor Portions of the outstanding  principal  balance of
the  Line of  Credit.  Each  Libor  Portion  shall  be in a  minimum  amount  of
$250,000.00. Interest on each Libor Portion shall be due and payable on the last
day of each Interest Period applicable thereto and at maturity (whether by lapse
of time,  acceleration  or otherwise)  and, with respect to any Interest  Period
applicable  to a Libor  Portion in excess of three (3) months,  then on the date
occurring  every three (3) months after the date such Interest  Period began and
at the end of such Interest Period, and interest after maturity shall be due and
payable  upon  demand.  Borrower  shall  notify  Lender on or  before  9:00 a.m.
(Chicago time) on the third Business Day preceding the end of an Interest Period
applicable  to a Libor  Portion  whether such Libor  Portion is to continue as a
Libor  Portion,  in which event Borrower shall notify Lender of the new Interest
Period  selected  therefor,  and in the event  Borrower  shall fail to so notify
Lender,  such Libor Portion shall  automatically  be converted into and added to
the  Prime  Rate  Portion  as of and on the  last day of such  Interest  Period.
Anything  contained  herein to the contrary  notwithstanding,  the obligation of
Lender to create,  continue or effect by  conversion  any Libor Portion shall be
conditioned  upon the fact  that at the time no  Event  of  Default  shall  have
occurred and be continuing.
 
     (C) Manner of Option Rate  Selection for  Revolving  Note.  Borrower  shall
notify Lender (i) by 9:00 a.m.  (Chicago  time) at least three (3) Business Days
prior to the date upon which it  requests  that any Libor  Portion be created or
that any part of the Prime Rate Portion be converted into a Libor Portion, (each
such notice to specify in each  instance  the amount  thereof  and the  Interest
Period selected therefor);  and (ii) by 1:30 p.m. (Chicago time) on the Business
Day upon which it  requests  that any Prime  Rate  Portion  be  created.  If any
request is made to convert a Libor  Portion into a Prime Rate Portion  available
hereunder,  such conversion  shall only be made so as to become  effective as of
the last day of the Interest  Period  applicable  thereto.  All requests for the
creation,  continuance or conversion of Portions  under this Agreement  shall be
irrevocable.  Such  requests  may be  written  or  oral  and  Lender  is  hereby
authorized  to  honor  telephonic  requests  for  creations,   continuances  and
conversions received by it from any person Lender in good faith believes to be a
person  authorized  to act on  behalf of  Borrower  hereunder,  Borrower  hereby
indemnifying  Lender from any  liability or loss  ensuing  from so acting.  Each
determination  of Libor made by Lender shall be  conclusive  and binding  absent
manifest error.
 
     (D) Change of Law.  Notwithstanding  any other provisions of the Documents,
if at any  time  Lender  shall  determine  in good  faith  that  any  change  in
applicable laws, treaties or regulations or in the interpretation  thereof makes
it unlawful for Lender to create or continue to maintain any Libor  Portion,  it
shall  promptly  so notify  Borrower  and the  obligation  of Lender to  create,
continue or maintain  such Libor Portion under this  Agreement  shall  terminate
until it is no longer  unlawful for Lender to create,  continue or maintain such
Libor Portion.  Borrower,  on demand, shall, if the continued maintenance of any
Libor  Portion is  unlawful,  at its  option,  either (i)  thereupon  prepay the
outstanding  principal  amount of the affected Libor Portion,  together with all
interest  accrued  thereon and all other amounts  payable to Lender with respect
thereto  under this  Agreement;  or (ii)  convert  the  principal  amount of the
affected Portion into the Prime Rate Portion available hereunder, subject to the
terms and conditions of this Agreement.

     (E)   Unavailability   of  Deposits  or  Inability   to  Ascertain   Libor.
Notwithstanding  any other provision of this Agreement or of the Revolving Note,
if prior to the commencement of any Interest Period, Lender shall determine that
deposits in the amount of any Libor Portion  scheduled to be outstanding  during
such Interest Period are not readily  available to Lender in the relevant market
or by reason of  circumstances  affecting  the  relevant  market,  adequate  and
reasonable means do not exist for ascertaining Libor, then Lender shall promptly
give  notice  thereof  to  Borrower  and the  obligations  of Lender to  create,
continue or effect by  conversion  any Libor Portion in such amount and for such
Interest  Period shall  terminate and the interest  rate on the  Revolving  Note
shall be  converted  into a Prime Rate  Portion;  provided,  however,  that when
deposits in such amount and for the Interest  Period  selected by Borrower shall
again be readily  available in the relevant  market and adequate and  reasonable
means exist for ascertaining Libor, Lender shall so notify Borrower and Borrower
then shall have the option of reconverting  the method of computing the interest
rate on the Prime Rate Portion into a Libor Portion.

     (F) Taxes and Increased Costs. With respect to any Libor Portion, if Lender
shall  determine in good faith that any change in any  applicable  law,  treaty,
regulation  or guideline  (including,  without  limitation,  Regulation D of the
Board of  Governors  of the  Federal  Reserve  System)  or any new law,  treaty,
regulation or guideline,  or any  interpretation  of any of the foregoing by any
governmental  authority charged with the  administration  thereof or any central
bank or other  fiscal,  monetary or other  authority  having  jurisdiction  over
Lender  or its  lending  branch  or the  Libor  Portions  contemplated  by  this
Agreement (whether or not having the force of law) shall:

     (i) impose,  increase,  or deem applicable any reserve,  special deposit or
similar  requirement  against  assets held by, or deposits in or for the account
of, or loans by, or any other  acquisition of funds or disbursements  by, Lender
which is not in any instance  already  accounted  for in computing  the interest
rate applicable to such Libor Portion;

     (ii) subject Lender,  any Libor Portion or the Revolving Note to the extent
it evidences such Portion, to any tax (including, without limitation, any United
Stated interest  equalization tax or similar tax however named applicable to the
acquisition  or holding of debt  obligations  and any interest or penalties with
respect  thereto),  duty,  charge,  stamp tax, fee,  deduction or withholding in
respect of this Agreement, any Libor Portion or the Revolving Note to the extent
it evidences  such Portion,  except such taxes as may be measured by the overall
net income or gross  receipts of Lender or its lending  branches  and imposed by
the jurisdiction,  or any political  subdivision or taxing authority thereof, in
which Lender's principal executive office or its lending branch is located;

     (iii)  change the basis of taxation of payments of  principal  and interest
due from Borrower to Lender  hereunder or under the Revolving Note to the extent
it  evidences  any Libor  Portion  (other  than by a change in  taxation  of the
overall net income or gross receipts of Lender); or

     (iv)  impose on Lender any penalty  with  respect to the  foregoing  or any
other condition regarding this Agreement, its disbursement, any Libor Portion or
the  Revolving  Note to the extent it evidences  any Libor  Portion;  and Lender
shall  determine that the result of any of the foregoing is to increase the cost
(whether  by  incurring  a cost or adding to a cost) to  Lender of  creating  or
maintaining any Libor Portion  hereunder or to reduce the amount of principal or
interest  received or receivable by Lender  (without  benefit of, or credit for,
any  prorations,  exemption,  credits or other offsets  available under any such
laws, treaties,  regulations,  guidelines or interpretations  thereof), then the
interest  rate on the  Revolving  Note  shall be  converted  to the  Prime  Rate
Portion. If Lender makes such a determination,  Lender shall provide to Borrower
a certificate  setting forth the  computation  of the increased  cost or reduced
amount as a result of any event mentioned  herein in reasonable  detail and such
certificate shall be conclusive if reasonably determined.

     (G) Funding Indemnity.  In the event Lender shall incur any loss of profit,
and any loss, cost or expense (including,  without limitation, any loss, cost or
expense  incurred by reason of the  liquidation or  reemployment  of deposits or
other funds  acquired or contracted to be acquired by Lender to fund or maintain
any Libor  Portion,  or the relending or  reinvesting  of such deposits or other
funds or amounts paid or prepaid to Lender) as a result of:

     (i) any payment of a Libor Portion on a date other than the last day of the
then  applicable  Interest  Period for any reason,  whether  before or after the
occurrence of any Event of Default,  and whether or not such payment is required
by any provisions of this Agreement; or

     (ii) any  failure by  Borrower  to create,  borrow,  continue  or effect by
conversion a Libor Portion on the date  specified in a notice given  pursuant to
this  Agreement;  then upon the demand of Lender,  Borrower  shall pay to Lender
such amount as will  reimburse  Lender for such loss,  cost or expense.  Without
limitation of the  foregoing,  any prepayment of a Libor Portion on a date other
than the last day of the then applicable Interest Period shall be accompanied by
a prepayment  penalty equal to the loss Lender shall suffer as a result of Libor
as calculated on the date of such prepayment for the period of time equal to the
Interest  Period  for such Libor  Portion  being  prepaid  being less than Libor
applicable  to the  Libor  Portion  being  prepaid.  If Lender  requests  such a
reimbursement Lender shall provide Borrower with a certificate setting forth the
computation  of the loss of profit and any loss,  cost or expense giving rise to
the request for reimbursement in reasonable detail and such certificate shall be
conclusive if reasonably determined.

     (H) Lending  Branch.  Lender may,  at its  option,  elect to make,  fund or
maintain  Portions of the Loans  hereunder at such of its branches or offices as
Lender may from time to time elect.

     (I)  Discretion  of Bank  as to  Manner  of  Funding.  Notwithstanding  any
provision of this  Agreement to the  contrary,  Lender shall be entitled to fund
and maintain its funding of all or any part of the Revolving  Note in any manner
Lender sees fit; it being  understood,  however,  that for the  purposes of this
Agreement all  determinations  hereunder shall be made as if Lender had actually
funded and  maintained  each Libor Portion,  or its share  thereof,  during each
Interest  Period  applicable  thereto  through  the  purchase of deposits in the
relevant  market  in the  amount  of  such  Libor  Portion,  having  a  maturity
corresponding  to such Interest Period and bearing an interest rate equal to the
interest rate applicable to such Libor Portion for such Interest Period.
 
     (J) Prepayments on Libor Portions. Borrower may prepay any Libor Portion of
the Revolving Note only on the last date of the then applicable Interest Period,
in  whole  or in  part  (but,  if in  part,  then in an  amount  not  less  than
$100,000.00 or such greater amount which is an integral multiple of $100,000.00)
upon three (3)  Business  Days' prior  notice to Lender  (which  notice shall be
irrevocable  once  given,  must be  received  by Lender no later  than 9:00 a.m.
(Chicago time) on the third  Business Day preceding the date of such  prepayment
and shall specify the principal amount to be repaid).  Any such prepayment shall
be  effected  by  payment of the  principal  amount to be  prepaid  and  accrued
interest thereon to the end of the applicable Interest Period.

     (K) Notations and Requests.  All Revolving Loans made against the Revolving
Note, the status of all amounts  evidenced by the Revolving Note as constituting
part of the Prime Rate Portion or a Libor  Portion and the rates of interest and
Interest Periods  applicable to such Portions shall be recorded by Lender on its
books and records or, at its option in any  instance,  endorsed on  schedules to
the  Revolving  Note and the unpaid  principal  balance  and  status,  rates and
Interest Periods so recorded or endorsed by Lender shall be prima facie evidence
in any court or other  proceeding  brought to enforce the Revolving  Note of the
principal  amount  remaining  unpaid thereon,  the status of the Revolving Loans
evidenced  thereby  and the  interest  rates  and  Interest  Periods  applicable
thereto;  provided,  however,  that the  failure  of Lender to record any of the
foregoing  shall not limit or  otherwise  affect the  obligation  of Borrower to
repay the principal  amount of the Revolving Note together with accrued interest
thereon.
 
     SECTION  2.4.  REQUESTS  FOR  REVOLVING  LOANS.  Subject  to the  terms and
provisions  of this  Agreement,  each request by the Borrower for any draw under
the Line of Credit shall be made in  accordance  with  Lender's  Automatic  Loan
Manager Program.


                            ARTICLE THREE. COLLATERAL

     SECTION 3.1.  SECURITY  INTERESTS.  To secure  payment of the  Liabilities,
Borrower hereby irrevocably pledges, assigns,  transfers,  conveys and sets over
to the  Lender and hereby  grants to the Lender a first and  paramount  security
interest  in and to the  Collateral,  howsoever  arising,  wherever  located and
whether now owned or existing or hereafter existing or acquired.

     SECTION 3.2. PERFECTION AND FILING REQUIREMENTS. Borrower shall perform any
and all acts  requested  by the Lender to  establish,  maintain and continue the
Lender's  security  interests  and liens in the  Collateral,  including  but not
limited  to,  executing  financing  statements  and such other  instruments  and
documents when and as reasonably requested by the Lender.

     SECTION 3.3. COLLECTION OF ACCOUNTS RECEIVABLE.

     (A) Borrower shall  establish a "lock box" account at the Lender (the "Lock
Box"),  subject to the control of the Lender,  and pursuant to Lender's standard
form lock-box  agreement (the "Lock Box Agreement").  Borrower,  at its expense,
will notify or cause to be notified all Account  Debtors to pay directly any sum
or sums then due or to become due on the Accounts Receivable to the Lock Box.

     (B) Unless  otherwise  provided  herein and  subject to the  provisions  of
Section 3.3(A) of this  Agreement,  Borrower may collect through the Lock Box at
its own expense the  Accounts  Receivable  in the  ordinary  course of business;
provided, however, that Borrower's authorization to collect through the Lock Box
the Accounts Receivable is subject to the following:

     (i) The Lender,  at any time after the  occurrence  of an Event of Default,
may, in its sole  discretion,  notify any or all of the Account Debtors that (1)
the Accounts  Receivable  have been assigned to the Lender;  and/or (2) that all
further payments on the Accounts Receivable should be paid solely to the Lender.
When  requested  by the  Lender  after the  occurrence  of an Event of  Default,
Borrower at its expense  will notify or cause to be notified  any or all Account
Debtors to pay  directly to the Lender any sum or sums then due or to become due
on the  Accounts  Receivable  or any part  thereof and all bills and  statements
thereafter  sent by Borrower to such Account  Debtors  shall state that the same
have been assigned to the Lender and are payable solely to the Lender;

     (ii) In the event an Account Debtor is notified under Subsection  3.3(B)(i)
of this Agreement or one or more Events of Default have occurred under the terms
of this  Agreement,  the Lender shall have and succeed to all rights,  remedies,
securities and liens of Borrower in respect to such Accounts Receivable or other
Collateral,  including,  but not limited to, the right of stoppage in transit of
any merchandise, guarantees or other contracts or suretyship with respect to any
such merchandise,  warranties, unpaid seller's liens, statutory liens, artisans'
liens, or the right to other collateral security held by or to which Borrower is
entitled  for the payment of any such  merchandise,  and shall have the right to
enforce  the same in its name or to direct the  enforcement  thereof by Borrower
for the benefit of the Lender, and Borrower shall, at the request of the Lender,
deliver to the  Lender a separate  written  assignment  of any of the same.  The
Lender,  however, shall not incur any obligation or liability of Borrower to any
Account  Debtor,  including,  but not limited  to,  obligations  or  liabilities
pursuant to any con tract, agreement,  warranty,  guarantee,  judicial decree or
jury award. The Lender, in such an event, is also hereby irrevoc ably authorized
to receive,  open and dispose of all mail  addressed to Borrower,  to notify the
Post Office authorities to change the address for delivery of Borrower's mail to
an address  designated by the Lender,  to endorse  Borrower's name on all notes,
checks,  drafts, bills of exchange,  money orders,  commercial paper of any kind
whatsoever, and any other instruments or documents received howsoever in payment
of the Accounts  Receivable,  or any part thereof, and the Lender or any officer
or employee  thereof is hereby  irrevocably  constituted and appointed agent and
attorney-in-fact for Borrower for the foregoing purpose;

     (iii)  Borrower  shall not  collect,  compromise  or accept any sum in full
payment or  satisfaction  of any of the Accounts  Receivable for materially less
than the amount due without the express written consent of the Lender, except in
the ordinary course of business; and
 
     (iv) The Lender may  directly  request  the  Account  Debtors  for  written
confirmations of the Accounts Receivable at any time whether before or after the
occurrence of an Event of Default.
 
     (C) All  collections of Accounts  Receivable  through the Lock Box shall be
deposited into a cash collateral account located at and controlled by Lender and
for bookkeeping  purposes be credited against the Line of Credit (1) banking day
after the date of  deposit  into  such  cash  collateral  account  with  Lender;
provided,  however,  that (i) all  such  credits  shall  be and are  conditional
credits which shall only become final upon  collection in immediately  available
funds;  and (ii) any funds  that are  electronically  transferred  from  another
financial  institution  to such cash  collateral  account shall for  bookkeeping
purposes  be  credited  against the Line of Credit one (1) banking day after the
date of deposit into such cash collateral account.

     SECTION  3.4.  USE OF  COLLATERAL.  Borrower  shall at all  times  keep the
Collateral in good condition and repair and free and clear of all unpaid charges
(including, but not limited to, taxes), liens and encumbrances, and shall pay or
cause to be paid all obligations as they come due, including but not limited to,
mortgage payments,  real estate taxes,  assessments and rent due on the premises
where  the  Collateral  is  or  may  be  located,  except  for  charges,  liens,
encumbrances  and obligations  being contested in good faith by Borrower and for
which adequate reserves have been  established.  Borrower agrees that (except as
provided in the immediately  preceding  sentence) in the event Borrower fails to
pay such obligations,  the Lender may, at its sole and arbitrary discretion, pay
such  obligations  for the  account of  Borrower.  The Lender  may,  in its sole
discretion,  discharge taxes,  liens or security interests or other encumbrances
at any  time  levied  or  placed  on the  Collateral  and  may,  in its sole and
arbitrary   discretion,   pay  for  the  maintenance  and  preservation  of  the
Collateral.  Any payments  made by the Lender  pursuant to this Section shall be
repayable  to the  Lender  by  Borrower  immediately  upon the  Lender's  demand
therefor,  with interest at a rate equal to the highest  interest rate described
in the Note in effect from time to time during the period from and including the
date funds are so expended by the Lender to the date of repayment,  and any such
amounts due and owing the Lender shall be an  additional  obligation of Borrower
to the Lender secured hereunder.

     SECTION 3.5. SOFTWARE AGREEMENTS. As additional security for the payment of
the Liabilities,  Borrower shall execute and deliver an assignment of all of the
Software Agreements (the "Software Assignment"), in form and manner satisfactory
to Lender.

     SECTION 3.6. PATENTS,  TRADEMARKS AND LICENSES.  As additional security for
the payment of the Liabilities, the Borrower shall execute and deliver to Lender
a patent,  trademark and license  security  agreement (the "Patent and Trademark
Agreement") pursuant to which all of the patents, trademarks and licenses of the
Borrower are pledged to Lender, in form and manner satisfactory to Lender.

     SECTION  3.7.  COPYRIGHTS  AND  LICENSES.  As  additional  security for the
payment of the  Liabilities,  the Borrower shall execute and deliver to Lender a
copyright and license security agreement (the "Copyright Agreement") pursuant to
which all of the  copyrights and licenses of the Borrower are pledged to Lender,
in form and manner satisfactory to Lender.


     SECTION 3.8. CROSS COLLATERALIZATION.  The Borrower acknowledges and agrees
that (A) the  Collateral  secures  all of the  Loans  and (B)  Lender  shall not
release any lien on the Collateral unless and until all the Liabilities are paid
in full.


                  ARTICLE FOUR. REPRESENTATIONS AND WARRANTIES

     SECTION 4.1. BORROWER. Borrower represents and warrants to the Lender that:

     (A) Organization,  Etc. It is duly organized,  validly existing and in good
standing under the laws of the State of its  incorporation and is duly qualified
and in good standing or has applied for  qualification as a foreign  corporation
authorized  to do  business  in each  jurisdiction  where,  the failure to be so
qualified will have a material adverse effect on the Borrower's business.

     (B) Authorization: No Conflict. The execution and delivery of the Documents
are all within the  corporate  powers of it,  have been duly  authorized  by all
necessary  action,  have, or by the time of their  execution and delivery  shall
have,  received all necessary  governmental or regulatory approval (if any shall
be required),  and do not and will not contravene or conflict with any provision
of (i) law, rule, regulation or ordinance, (ii) the certificate of incorporation
or  by-laws  of it;  or  (iii)  any  agreement  binding  upon it or any of their
properties, as the case may be.

     (C)  Validity  and Binding  Nature.  The  Documents  executed by it are the
legal,  valid  and  binding  obligations  of  it,  enforceable  against  it,  in
accordance with their respective terms,  except as enforceability may be limited
by  bankruptcy,  insolvency,  reorganization  and other  similar laws of general
application  affecting  the rights and remedies of  creditors  and except as the
availability  of specific  performance  or  injunctive  relief is subject to the
discretion of the court before which any proceeding therefor may be brought.

     (D)  Title to  Assets.  Except  as set  forth  in  Section  4.1(E)  of this
Agreement,  it has  good  and  marketable  title  to  all  assets  owned  by it,
including,  but  not  limited  to,  the  Collateral,  subject  to no (i)  liens,
encumbrances,  security interests, or mortgages;  (ii) zoning,  building,  fire,
health or environmental code violations of any governmental authority; and (iii)
violations of any covenants, conditions or restrictions of record.

     (E)  Liens.  None of its assets are  subject  to any lien,  encumbrance  or
security  interest,  except (i) for current taxes not  delinquent or taxes being
contested in good faith and by  appropriate  proceedings  and for which adequate
reserves have been  established;  (ii) liens  arising in the ordinary  course of
business  for  sums  not due or  sums  being  contested  in  good  faith  and by
appropriate  proceedings and for which adequate  reserves have been established,
but not  involving  any  deposits,  advances or borrowed  money or the  deferred
purchase price of property or services; (iii) liens in favor of Lender; and (iv)
liens specifically permitted pursuant to this Agreement.

     (F)  Financial  Statements.   Its  financial  statements  which  have  been
previously  delivered to Lender have been  prepared on a basis and in conformity
with generally accepted accounting principles consistently applied, are true and
correct and fairly present the consolidated  financial condition of it as at the
dates of such  financial  statements  and the results of its  operations for the
periods  then  ended,  and  since  the date of the  latest  financial  statement
delivered to Lender there has been no material  adverse  change in its financial
condition or operations.
 
     (G) Litigation and Contingent  Liabilities.  No litigation or  arbitration,
administrative  or  governmental  proceedings are pending or to the knowledge of
Borrower threatened against it which would, if adversely determined,  materially
and adversely affect its financial condition or continued operations.

     (H) No Violations of Laws. It (i) is not in material  violation of any law,
ordinance, rule, regulation,  judgment, decree or order of any federal, state or
local  governmental  body or court; and (ii) has obtained all required  permits,
certificates,  licenses,  approvals and other  authorizations  from governmental
agencies and entities  (whether  federal,  state or local) necessary to carry on
its operation.

     (I) Burdensome  Obligations.  Except for  indentures,  agreements,  leases,
contracts,  deeds or other  instruments  entered into in the ordinary  course of
business  that  are  not  otherwise  precluded  or  prohibited  pursuant  to the
Documents, it is not a party to any indenture,  agreement, lease, contract, deed
or other  instrument,  or subject to any  partnership  restrictions  which could
reasonably  be  expected  to  materially  and  adversely  affect or  impair  the
business, assets, operations,  properties, or condition, financial or otherwise,
of it.

     (J) Taxes. All federal, state and local tax returns required to be filed by
it have been filed with the appropriate  governmental agencies and all taxes due
and payable by it have been timely paid.

     (K) No Default or Event of Default.  No event or condition exists under any
material  agreement,  instrument  or  document  to which it is a party or may be
subject,  or by which it or any of its properties are bound, which constitutes a
default or an event of default  thereunder,  or will, with the giving of notice,
passage  of time,  or both,  would  constitute  a  default  or event of  default
thereunder.

     (L) Employee Benefit Plans. Each employee benefit plan, if any, (as defined
in Section  3(3) of the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time)  maintained  by it complies in all material  respects
with all applicable  requirements  of law and  regulations  and all payments and
contributions  required  to be made with  respect to such plans have been timely
made.

     (M) Federal Laws and Regulations.  It is not (i) an "investment company" or
a company  "controlled",  whether  directly  or  indirectly,  by an  "investment
company",  within the meaning of the Investment Company Act of 1940, as amended;
(ii) a "holding company",  or a "subsidiary company" of a "holding company",  or
an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company",  within the meaning of the Public Utility Holding Company Act of 1935,
as amended; or (iii) engaged principally, or as one of its important activities,
in the business of extending  credit for the purpose of  purchasing  or carrying
margin  stock  (within the meaning of  Regulation U of the Board of Governors of
the Federal Reserve System).

     (N) Fiscal Year. The fiscal year of it ends on May 31 of each year.

     (O) Officers of It. Each Person listed below holds the respective office or
offices in it set forth next to such Person's name:

                   Name                                      Office

                   Patrick Sommers                           President

     (P) Genuineness of Accounts  Receivable.  All the Accounts Receivable of it
are genuine and were incurred in the ordinary  course of business and are not in
default or have been adequately provided for within reserves.

     (Q) Collateral Locations.  All of the tangible Collateral is located at the
Collateral Locations.
 

                             ARTICLE FIVE. COVENANTS

     SECTION 5.1.  BORROWER.  Until all the  Liabilities  are paid in full,  the
Borrower covenants and agrees that:

     (A) Financial  Statements and  Certificates.  It will furnish to the Lender
(i) within 90 days after the close of each  fiscal year of it, a copy of (a) the
annual audited report of it consisting of at least a balance sheet, statement of
operating  results and retained  earnings,  statement of cash flows and notes to
financial  statements,  profit and loss  statement  and  statement of changes in
financial  position of it prepared on a consolidating and consolidated basis and
in conformity with generally accepted  accounting  principles,  duly prepared by
certified public accountants of recognized  standing selected by it and approved
by the Lender,  together with a certificate  from such accountants to the effect
that, in making the examination  necessary for the signing of such annual report
by such accountants, they have not become aware of any Event of Default that has
occurred  and is  continuing,  or if they have  become  aware of any such event,
describing  it and the  steps,  if any taken or being  taken to cure it; and (b)
Borrower's  annual  Management  Letter prepared by Borrower's  certified  public
accountants; (ii) within 45 days after the end of each fiscal quarter, a copy of
its form 10Q filed with the securities and exchange commission;  (iii) within 30
days after the end of each  fiscal  quarter,  (1) a  statement  showing  age and
reconciliation  of its Accounts  Receivable for the preceding month in such form
and detail as Lender may reasonably request; and (2) a certificate signed by the
President  or  chief  financial  officer  of it  providing  that  the  financial
statements  being provided to Lender  pursuant to clause (iii)(1) above are true
and correct;  (iv) copies of all federal and state tax returns of it, including,
but not limited to,  requests for  extensions  of such tax returns,  when and as
filed; (v) copies of any and all reports,  examinations,  notices,  warnings and
citations issued by any  governmental or  quasi-governmental  (whether  federal,
state or local),  unit, agency, body or entity with respect to it; and (vi) such
other information as the Lender from time to time reasonably requests.

     (B) Books,  Records and  Inspections.  It will (i)  maintain  complete  and
accurate books and records;  (ii) permit  reasonable access by the Lender to the
books and records of it; and (iii) permit the Lender, upon reasonable notice, to
inspect the properties, whether real or personal, and operations of it.

     (C)  Insurance.  It will maintain such  insurance as may be required by law
and such other  insurance to the extent and against such hazards and liabilities
as is  customarily  maintained  by companies  similarly  situated.  All property
insurance  policies  with respect to the  Collateral  shall contain loss payable
clauses in form and substance reasonably  satisfactory to the Lender, naming the
Lender as a loss payee as its  interest  may  appear,  and  providing  that such
policies and loss payable  clauses may not be  canceled,  amended or  terminated
unless at least thirty (30) days prior written  notice thereof has been given to
the Lender. All insurance proceeds received by the Lender may be retained by the
Lender,  in its sole  discretion,  for  application to the payment of any of the
principal or interest on the Liabilities  then due and owing the Lender by it as
the Lender may determine.

     (D) Taxes and Liabilities.  It will pay when due all taxes, assessments and
other  liabilities  except  as  contested  in  good  faith  and  by  appropriate
proceedings and for which adequate reserves have been established.

     (E)  Restriction  on Dividends.  It will not declare or pay, or authorize a
declaration  or  payment  of, any  dividend,  whether a cash  dividend  or stock
dividend,  or make any  distribution in cash,  property or securities in respect
of, any class of its capital stock.

     (F) Indebtedness.  It will not incur or permit to exist any indebtedness or
liability for borrowed money or for the deferred  purchase price of any property
or any services,  except (i) the Loans;  (ii) current  accounts payable or other
liabilities  arising in the  ordinary  course of  business;  and (iii)  existing
indebtedness more fully described on Exhibit 5.1(F) attached hereto.

     (G)  Liens.  It will not  create or permit to exist any  mortgage,  pledge,
title  retention  lien,  or other lien,  encumbrance  or security  interest with
respect to any  assets now owned or  hereafter  acquired  and owned,  except (i)
liens for current  taxes not  delinquent  or for taxes being  contested  in good
faith and by appropriate  proceedings and for which adequate  reserves have been
established;  (ii) liens arising in the ordinary course of business for sums not
due or sums being contested in good faith and by appropriate proceedings and for
which  adequate  reserves  shall have been  established  and not  involving  any
advances  or  borrowed  money or the  deferred  purchase  price of  property  or
services;  (iii) liens in favor of Lender;  and (iv) those  described in Section
4.1(E) of this Agreement.

     (H) Guaranties,  Loans or Advances. It will not become or be a guarantor or
surety of, or otherwise  become or be  responsible in any manner with respect to
any  undertaking  of any other  Person,  or make or permit to exist any loans or
advances to any other Person, except for the endorsement, in the ordinary course
of collection, of instruments payable to it or to its order.

     (I) Mergers, Consolidations and Sales. It will not be a party to any merger
or consolidation with, or purchase or otherwise acquire all or substantially all
of the  assets or stock of any class of,  or any  partnership  or joint  venture
interest in, any other  Person,  or sell,  transfer,  convey or lease all or any
substantial part of its assets, or sell or assign, with or without recourse, any
Accounts Receivable, except with the prior written consent of the Lender.

     (J)  Self-Dealing.  It shall not  purchase,  acquire or lease any  property
from,  or sell,  transfer or lease any  property to (a) any  Affiliate,  (b) any
officer,  director or shareholder of it or any Affiliate,  (c) any member of the
immediate  family of any of the  foregoing,  except on terms  comparable  to the
terms which would prevail in an  arms-length  transaction  between  unaffiliated
third parties.

     (K)  Violation  of Law. It will not  materially  violate any law,  statute,
ordinance, rule, regulation,  judgment, decree, order, writ or injunction of any
federal,  state or local authority,  court, agency,  bureau, board,  commission,
department or governmental body.

     (L) Unconditional Purchase Obligations.  It will neither enter into or be a
party to any contract for the purchase of materials,  supplies or other property
or services if such  contract  requires that payment be made by it regardless of
whether  or not  delivery  is ever  made of such  materials,  supplies  or other
property or services.

     (M)  Maintenance of Business.  It will preserve its corporate  existence in
the jurisdiction of establishment, as that may be from time to time, and it will
not operate in any business other than a business  substantially the same as the
business of it as in effect on the date of this Agreement.

     (N) Employee Benefit Plans. It will (i) maintain each employee benefit plan
as to which  it may  have  any  liability  in  substantial  compliance  with all
applicable  requirements  of law and  regulations;  (ii) make all  payments  and
contributions required to be made pursuant to such plans in a timely manner; and
(iii) neither  establish any new employee  benefit plan,  agree or contribute to
any multi-employer  plan nor amend any existing employee pension benefit plan in
a manner which would increase its obligation to contribute to such plan.

     (O) Use of  Proceeds.  It will not permit any  proceeds  of the Loans to be
used  either  directly  or  indirectly,  for  the  purpose,  whether  immediate,
incidental or ultimate,  of "purchasing or carrying any margin stock" within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System,
as amended  from time to time.  (P) Good Title.  It shall at all times  maintain
good and marketable title to all of its assets.

     (Q) Officers of Borrower. One of the following Persons listed below will at
all times  hold the  respective  office or  offices in it set forth next to such
Person's name:

Name                                Office
Patrick Sommers                     President
Daniel P. DiCaro                    Vice President and Chief Financial Officer

     (R) Collateral Locations; Material Adverse Change. It shall give the Lender
(i) 30 days prior written  notice of the location of any Collateral at any place
other than the  Collateral  Locations;  and (ii)  prompt  written  notice of any
event, occurrence or other matter which has resulted or may result in a material
adverse change in its financial condition or business operations.

     (S) Fiscal Year. The fiscal year of it shall end on May 31 of each year.

     (T) Bank  Accounts.  It shall  maintain  with  Lender  all of its  business
checking and money market accounts;  provided, however, that Borrower's accounts
related to its 401K Plan shall not be covered by this Section.

     (U) Debt to Tangible  Stockholders Equity Ratio. It shall not cause, suffer
or permit the ratio of (i) its total  consolidated  liabilities  minus  deferred
revenues to (ii) its Tangible  Stockholders Equity to be greater than 2.0 to 1.0
at any time.

     (V) Tangible  Stockholders Equity. It shall not cause, suffer or permit its
Tangible Stockholders Equity to be less than $5,500,000.00 at any time.

     (W) Minimum Net Income.  It shall have a net income after taxes of at least
$750,000.00 for the fiscal year ending May 31, 1998.

     (X) Line of Credit.  For a period of 30 consecutive days during each fiscal
year of it,  there shall be no  Revolving  Loans  outstanding  under the Line of
Credit.


                        ARTICLE SIX. CONDITIONS PRECEDENT

     SECTION 6.1. SPECIAL CONDITIONS  PRECEDENT TO THE MAKING OF THE FIRST LOAN.
Lender's obligation to make the first Loan is subject to the fulfillment of each
and every one of the following conditions prior to or contemporaneously with the
making of such first loan:

     (A)  Delivery of  Documents.  The Lender  shall have  received  each of the
following, in form and substance satisfactory to the Lender and its counsel, and
where applicable, duly executed and recorded:

     (i)  Certificates  of the  Secretary of Borrower  certifying  as to (a) all
corporate  actions  taken  and  consents  made  by  Borrower  to  authorize  the
transactions   provided  for  or  contemplated  under  this  Agreement  and  the
execution,  delivery and performance of the Documents;  and (b) the names of the
officers or employees of Borrower  authorized  to sign the  Documents,  together
with  a  sample  of  the  true  signature  of  each  such  Person.  (Lender  may
conclusively  rely  on  such  certificates  until  formally  advised  by a  like
certificate of any changes therein.);

          (ii)  Acknowledgment  copies from the  appropriate
          governmental  authority of all Uniform  Commercial
          Code financing  statements required to perfect the
          Lender's security interests in the Collateral;

          (iii) Copies of Uniform  Commercial Code, tax lien
          and judgment  searches made with such governmental
          offices as Lender deems necessary;

          (iv)  Certificates  of insurance  and loss payable
          clauses  covering the  Collateral  and meeting the
          requirements of this Agreement;

          (v) The Revolving Note;
 
          (vi) The Lock Box Agreement;
 
 

          (vii) The Software Assignment;
 
          (viii) The Patent and Trademark Agreement;
 
          (ix) The Copyright Agreement;
 
          (x) The executed  opinion of counsel of counsel to
          Borrower,  addressed  to the  Lender and dated the
          date of this Agreement;

          (xi)  Certified   copies  of  the  Certificate  of
          Incorporation  or Charter and By-laws of Borrower,
          as  restated  or  amended  as to the  date of this
          Agreement;

          (xii)  Certificates  of good standing for Borrower
          in the jurisdiction of its  incorporation,  in the
          principal places in which it conducts business and
          in  places  in which it owns  real  estate  and/or
          Collateral;

          (xiii) A writing from Borrower's  certified public
          accountants  (selected by Borrower and approved by
          Lender) addressed to Lender acknowledging that (a)
          all   financial   statements   prepared   by  such
          accountants   are  also  being  prepared  for  the
          benefit  of Lender  and (b)  Lender  shall rely on
          such financial statements;
 
          (xiv) Such other  instruments  or documents as the
          Lender may reasonably request.
 
     SECTION 6.2. GENERAL CONDITIONS  PRECEDENT TO EACH LOAN. In addition to all
other requirements of this Agreement,  including,  but not limited to, those set
forth in Section 6.1 of this Agreement, Lender's obligation to make each Loan is
subject to the fulfillment of each and every of the following  conditions  prior
to or contemporaneously with the making of each and every such Loan:

     (A) No Event of Default.  No Event of Default  shall have  occurred  and be
continuing,  may occur with the giving of notice, the passage of time or both or
shall result from the making of any Loan.

     (B) No Material  Adverse Change.  There shall have been no material adverse
change  in the  business  of the  Borrower  or the  financial  condition  of the
Borrower  from the most recent  financial  statements  submitted  by Borrower to
Lender.

     (C) Continuation of Representations and Warranties. The representations and
warranties contained in this Agreement shall be true and correct in all material
respects  as of the making of any Loan,  with the same  effect as though made on
such dates.


                        ARTICLE SEVEN. EVENTS OF DEFAULT

     SECTION 7.1. EVENTS OF DEFAULT. Each of the following acts,  occurrences or
omissions  shall  constitute  an event of default under this  Agreement  (herein
referred  to as an "Event of  Default"),  whatever  the reason for such Event of
Default  and  whether it shall be  voluntary  or  involuntary  or be effected by
operation of law or pursuant to any judgment or order of any court or any order,
rule or regulation of any governmental or nongovernmental body or tribunal:


     (A)  Borrower  shall  default in the payment when due of any amount due and
owing to the Lender under the Note; or

     (B)  Except for the Event of  Default  set forth in Section  7.1(A) of this
Agreement,  default,  and  continuance  thereof for 30 days after written notice
thereof to Borrower by the Lender,  in the payment of any other  amount owing by
Borrower  to the Lender  pursuant  to the  Documents  or  pursuant  to any other
agreement, note, instrument or guarantee; or

     (C) Any  representation  or  warranty  made by  Borrower  contained  in the
Documents shall at any time prove to have been incorrect in any material respect
when made; or

     (D) Borrower  shall default in the  performance  or observance of any term,
covenant,  condition or agreement on its part to be performed or observed  under
the Documents  (not  constituting  an Event of Default under any other clause of
this Section 7.1 of this  Agreement) and such default shall continue  unremedied
for 30 days after written  notice thereof shall have been given by the Lender to
Borrower; or

     (E) Either:  (i) Borrower shall become  insolvent or generally fail to pay,
or admit in writing its  inability to pay,  such  Person's  debts as they become
due, or a proceeding under any bankruptcy, reorganization,  arrangement of debt,
insolvency,  readjustment of debt or receivership  law or statute is filed by or
against  Borrower or Borrower  makes an assignment for the benefit of creditors;
provided,  however,  that no Event  of  Default  shall  exist  pursuant  to this
Subsection E, Clause (i) due to an involuntary  bankruptcy  case,  proceeding or
petition filed against  Borrower  unless such  involuntary  case,  proceeding or
petition  shall not have been  dismissed or  withdrawn  within 60 days after the
date of such  involuntary  filing;  or (ii)  corporate  or other action shall be
taken by Borrower for the purpose of effectuating any of the foregoing; or

     (F) If notice is given that the Collateral,  or any part of the Collateral,
is subject to levy,  attachment,  seizure,  or  confiscation  or uninsured loss;
provided,  however, that the deductible amount on any insurance policy currently
in effect on the  Collateral  shall not be considered an uninsured loss pursuant
to this Subsection; or

     (G) Borrower shall be dissolved,  whether  voluntarily or involuntarily and
such Person has not taken all actions required to become reinstated; or

     (H) Subject to any  applicable  cure and/or  notice  periods,  any material
default shall occur under any material agreement, document or instrument binding
upon the Borrower, or the assets of any Borrower, including, but not limited to,
any  default in the  payment  when due of any  principal  of or  interest on any
indebtedness for money borrowed or guaranteed by the Borrower, or any default in
the payment  when due, or in the  performance  or  observance  of, any  material
obligation  of, or  condition  agreed to by, the  Borrower  with  respect to any
purchase or lease of any real or personal property or services;

     (I) Lender, in good faith, deems itself reasonably  insecure for any reason
due to any  material  adverse  change in the  business,  assets or  liabilities,
financial  condition,  results  of  operations  or  business  prospects  of  the
Borrower.


                             ARTICLE EIGHT. REMEDIES

     SECTION 8.1. REMEDIES UPON DEFAULT.  Upon the occurrence and continuance of
any Event of Default,  and the expiration of any applicable cure period,  and in
every such event:

     (A) notwithstanding anything in the Documents,  Lender may, in its sole and
arbitrary discretion, declare the principal of and interest on any or all of the
Loans,  any or all of the Notes, and all other amounts owed under the Documents,
to be forthwith due and payable without  presentment,  demand,  protest or other
notice of any kind, all of which are hereby expressly waived; and

     (B) Lender may, in its sole and arbitrary discretion,  without presentment,
demand,  protest or other notice of any kind, all of which are hereby  expressly
waived,  exercise  all of the remedies of a secured  party and  mortgage  holder
under  applicable  law,  including,  but not limited to, the UCC, and all of its
rights and remedies under the Documents; and

     (C) Lender may  require  Borrower  to make the  Collateral  and the records
pertaining to the  Collateral  available to the Lender at a place  designated by
the  Lender  which is  reasonably  convenient  or may take  repossession  of the
Collateral and the records  pertaining to the Collateral  without the use of any
judicial process and without any prior notice thereof to Borrower; and

     (D) except as otherwise  provided by law, Lender may, at its option, and in
its sole and arbitrary discretion, sell the Collateral at public or private sale
upon such terms and conditions as Lender may reasonably deem proper,  and Lender
may purchase the Collateral at any such sale, and apply the net proceeds,  after
deducting all costs,  expenses and  attorneys'  fees incurred at any time in the
collection of the  indebtedness  of Borrower to the Lender and in the protection
and sale of the Collateral,  to the payment of said indebtedness,  returning the
remaining proceeds, if any, to Borrower,  with Borrower remaining liable for any
amount remaining unpaid after such application; and

     (E) the Lender may, at its option, and in its reasonable discretion,  grant
extensions,  compromise claims and settle Accounts Receivable for less than face
value, all without prior notice to Borrower; and

     (F) Lender may, at its option,  and in its sole and  arbitrary  discretion,
use, in  connection  with any assembly or  disposition  of the  Collateral,  any
trademark, trade name, trade style, copyright, patent right or technical process
used or utilized by Borrower; and

     (G) Borrower shall, upon the request of the Lender, forthwith upon receipt,
transmit  and  deliver to the  Lender in the form  received,  all cash,  checks,
drafts and other instruments for the payment of money (properly endorsed,  where
required,  so that such items may be collected by Lender)  which may be received
by Borrower at any time in full or partial payment of any  Collateral.  Borrower
shall not commingle any such items which may be so received by Borrower with any
other of its funds or property but shall hold them separate and apart from their
own funds or  property  and in trust for the Lender  until  delivery  is made to
Lender.

     SECTION  8.2.   ATTORNEY-IN-FACT.   Upon  the  occurrence  and  during  the
continuation  of an Event of Default,  Borrower  hereby  appoints Lender as such
Person's attorney-in-fact,  with full authority in such Person's place and stead
and in such Person's  name or otherwise,  from time to time in Lender's sole and
arbitrary  discretion,  to take any action and to execute any  instrument  which
Lender  may deem  necessary  or  advisable  to  accomplish  the  purpose of this
Agreement.

     SECTION  8.3.  REMEDIES  ARE  SEVERABLE  AND  CUMULATIVE.   All  provisions
contained  herein  pertaining  to any  remedy  of the  Lender  shall  be and are
severable  and  cumulative  and in  addition  to all other  rights and  remedies
available  in the  Documents,  at law and in equity,  and any one or more may be
exercised simultaneously or successively.  Any notification required pursuant to
this Article  Eight or under  applicable  law shall be  reasonably  and properly
given to Borrower at the address and by any of the methods of giving such notice
as set forth in Section 9.3 of this  Agreement,  at least 10 days before  taking
any action.


                           ARTICLE NINE. MISCELLANEOUS

     SECTION 9.1. NO WAIVER;  MODIFICATIONS  IN WRITING.  No failure or delay on
the part of Lender in  exercising  any right,  power or remedy  pursuant  to the
Documents  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any such  right,  power or remedy  preclude  any  other or  further
exercise  thereof,  or the  exercise  of any other  right,  power or remedy.  No
amendment,  modification,  supplement, termination or waiver of any provision of
the Documents, nor any consent by Lender to any departure by Borrower therefrom,
shall be effective unless the same shall be in writing and signed by Lender. Any
waiver  of any  provision  of the  Documents  and any  consent  by Lender to any
departure by Borrower from the terms of any provision of the Documents  shall be
effective only in the specific  instance and for the specific  purpose for which
given. No notice to or demand on Borrower in any case shall entitle  Borrower to
any other or further notice or demand in similar or other circumstances.

     SECTION 9.2. SET-OFF.  Lender shall have the right to set-off,  appropriate
and apply toward payment of any of the Liabilities, in such order of application
as  Lender  may from  time to time  and at any time  elect,  any  cash,  credit,
deposits,  accounts,  securities  and any other property of Borrower which is in
transit to or in the  possession,  custody  or control of Lender,  or any agent,
bailee,  or Affiliate  of Lender.  Borrower  hereby  grants to Lender a security
interest in all such property.

     SECTION 9.3.  NOTICES,  ETC. All notices,  demands,  instructions and other
communications  required  or  permitted  to be given to or made  upon any  party
hereto shall be in writing personally  delivered or sent by overnight courier or
by  facsimile  machine,  and shall be deemed  to be given for  purposes  of this
Agreement on the day that such writing is delivered or sent by facsimile machine
or one (1) days after such notice is sent by  overnight  courier to the intended
recipient  thereof in accordance with the provisions of this Section 9.3. Unless
otherwise  specified  in a  notice  sent or  delivered  in  accordance  with the
foregoing  provisions of this Section 9.3 of this Agreement,  notices,  demands,
instructions and other  communications in writing shall be given to or made upon
the respective parties hereto at their respective  addresses  indicated for such
party below:

         If to the Borrower:          Medicus Systems Corporation
                                      One Rotary Center
                                      Suite 1111
                                      Evanston, Illinois 60201
                                      Attention:  President
                                      Phone:  (847) ________________
                                      Fax No.:  (847) _______________

         With copies to:              J. Craig Walker, Esq.
                                      Bell, Boyd & Lloyd
                                      Three First National Plaza
                                      70 West Madison Street
                                      Suite 3200
                                      Chicago, Illinois 60602
                                      Phone:  (312) 372-1121
                                      Fax No.:  (312) 372-2098

         If to the Lender:            Cole Taylor Bank
                                      850 West Jackson Blvd.
                                      Chicago, Illinois 60607
                                      Attn:  Robert J. Mathson
                                      Phone:  (312) 491-5400
                                      Fax No.:  (312) 738-5529

         With a copy to:              Steven Bright, Esq.
                                      Boehm, Pearlstein & Bright, Ltd.
                                      33 North LaSalle Street
                                      35th Floor
                                      Chicago, Illinois 60602
                                      Phone:  (312) 782-7474
                                      Fax No. (312) 782-0380



<PAGE>

     SECTION  9.4.  COSTS,  EXPENSES  AND  TAXES.  Borrower  agrees  to pay  all
out-of-pocket  fees and expenses of Lender  (including,  but not limited to, UCC
Filing and Search Fees and fees and  reasonable  expenses of outside  counsel to
Lender  and  paralegals)  in  connection  with  the  making  of  the  Loans  and
preparation,  administration  and  enforcement  of the  Documents and the Loans;
provided,  however,  that solely with  respect to the fees and costs of Lender's
counsel in connection  with the preparation and negotiation of the Documents and
making of the Loans on the Closing Date,  Borrower shall only be responsible for
all of  Lender's  counsel's  out-of-pocket  expenses  plus  up to  $5,000.00  of
Lender's legal fees incurred in connection  with the preparation and negotiation
of the  Documents and making of the Loans through the Closing Date. In addition,
Borrower  shall pay any and all  stamp,  transfer  and other  taxes  payable  or
determined  to be payable in  connection  with the execution and delivery of the
Documents  and agrees to hold the Lender  harmless  from and against any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes.  If any suit or proceeding  arising from any of the foregoing is
brought  against Lender,  Borrower,  to the extent and in the manner directed by
Lender,  will resist and defend such suit or  proceeding or cause the same to be
resisted and defended by counsel  approved by Lender.  If Borrower shall fail to
do any act or thing which it has  covenanted  to do under this  Agreement or any
representation  or warranty on the part of Borrower  contained in this Agreement
shall be breached,  Lender may, in its sole and arbitrary  discretion,  after 10
days written  notice is sent to Borrower,  do the same or cause it to be done or
remedy any such breach,  and may expend its funds for such purpose;  and any and
all  amounts so  expended  by the  Lender  shall be  repayable  to the Lender by
Borrower immediately upon the Lender's demand therefor,  with interest at a rate
equal to the highest  interest rate set forth in the Note in effect from time to
time  during the period  from and  including  the date funds are so  expended by
Lender to the date of repayment, and any such amounts due and owing Lender shall
be deemed to be part of the Liabilities  secured  hereunder.  The obligations of
Borrower under this Section shall survive the  termination of this Agreement and
the discharge of the other obligations of Borrower under the Documents.

     SECTION 9.5.  COMPUTATIONS.  Where the  character or amount of any asset or
liability  or item of income or expense is  required  to be  determined,  or any
consolidation  or other  accounting  computation is required to be made, for the
purpose of this  Agreement,  such  determination  or calculation  shall,  to the
extent applicable and except as otherwise  specified in this Agreement,  be made
in accordance with generally accepted  accounting  principles applied on a basis
consistent with those at the time in effect.

     SECTION 9.6.  FURTHER  ASSURANCES.  Borrower agrees to do such further acts
and things and to execute  and deliver to Lender  such  additional  assignments,
agreements,  powers,  documents and instruments as Lender may reasonably require
or deem  advisable  to carry into effect the  purposes of the  Documents,  or to
confirm unto Lender its rights, powers and remedies under the Documents.
     SECTION 9.7. COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  each of which counterparts, once they are executed and delivered,
shall be deemed to be an original and all of which counterparts, taken together,
shall constitute but one and the same agreement.

     SECTION 9.8.  BINDING EFFECT;  ASSIGNMENT.  This Agreement shall be binding
upon,  and inure to the  benefit  of,  Lender,  Borrower  and  their  respective
successors, assigns, representatives and heirs. Borrower shall not assign any of
its rights nor delegate any of its obligations  under the Documents  without the
prior  written  consent of Lender and no such  consent by Lender  shall,  in any
event, relieve Borrower of any of its obligations under the Documents.

     SECTION 9.9.  HEADINGS.  Captions  contained in this Agreement are inserted
only as a matter of convenience and in no way define,  limit or extend the scope
or intent of this  Agreement or any  provision of this  Agreement  and shall not
affect the construction of this Agreement.

     SECTION  9.10.  ENTIRE  AGREEMENT.   This  Agreement,   together  with  the
Documents, contains the entire agreement between the parties hereto with respect
to the transactions contemplated herein and supersede all prior representations,
agreements,  covenants and understandings,  whether oral or written,  related to
the subject matter of the Agreement.  Except as  specifically  set forth in this
Agreement, Lender makes no covenants to Borrower, including, but not limited to,
any other commitments to provide any additional financing to Borrower.


     SECTION  9.11.  GOVERNING  LAW.  This  Agreement  shall be  deemed  to be a
contract made under the laws of the State of Illinois and for all purposes shall
be construed in accordance with the laws of the State of Illinois.

     SECTION 9.12.  SEVERABILITY OF PROVISIONS.  Any provision of this Agreement
which is prohibited  or  unenforceable  in any  jurisdiction  shall,  as to such
jurisdiction,  be  ineffective  only  to  the  extent  of  such  prohibition  or
unenforceability without invalidating the remaining provisions of this Agreement
or  affecting  the  validity or  enforceability  of such  provision in any other
jurisdiction.

     SECTION 9.13. CONFLICT. In the event of any conflict between this Agreement
and any of the other Documents, the terms and provisions of this Agreement shall
govern and control.

     SECTION  9.14.  JURISDICTION;   WAIVER.  BORROWER  ACKNOWLEDGES  THAT  THIS
AGREEMENT  IS BEING  SIGNED BY THE LENDER IN PARTIAL  CONSIDERATION  OF LENDER'S
RIGHT TO ENFORCE IN THE  JURISDICTION  STATED  BELOW THE TERMS AND  PROVISION OF
THIS AGREEMENT AND THE DOCUMENTS. BORROWER CONSENTS TO JURISDICTION IN THE STATE
OF  ILLINOIS  AND VENUE IN ANY  FEDERAL OR STATE COURT IN THE COUNTY OF COOK FOR
SUCH PURPOSES AND THEY WAIVE ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND
VENUE.  BORROWER  WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST LENDER IN ANY
JURISDICTION  EXCEPT THE AFORESAID COUNTY AND STATE.  LENDER AND BORROWER HEREBY
EACH  EXPRESSLY  WAIVE  ANY AND ALL  RIGHTS  TO A TRIAL  BY JURY IN ANY  ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY
WITH RESPECT TO ANY MATTER WHATSOEVER  RELATING TO, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THE LOANS, THE DOCUMENTS  AND/OR THE  TRANSACTIONS  WHICH ARE THE
SUBJECT OF THE DOCUMENTS.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed  and  delivered  at Chicago,  Illinois as of the date first above
written.
 
         BORROWER:                  MEDICUS SYSTEMS CORPORATION
 
 
                                    By:________________________________
 
                                    Title:_____________________________
 
 
         LENDER:                    COLE TAYLOR BANK


                                    By:_________________________________

                                    Title:______________________________


<PAGE>


                 EXHIBIT 1.1(G) TO MEDICUS SYSTEMS CORPORATION -
                          LOAN AND SECURITY AGREEMENT 

                              Collateral Locations


         1.       One Rotary Center
                  Suite 1111
                  Evanston, Illinois 60201

         2.       1301 Marina Village Parkway
                  Suite 105
                  Alameda, California 94501

         3.       16120 Chesterfield Parkway South
                  Suite 120
                  Chesterfield, Missouri 63017