CONVERTIBLE DEBENTURE LOAN AGREEMENT WITH RENAISSANCE CAPITAL GROWTH
 & INCOME FUND III, INC., AND RENAISSANCE US GROWTH AND INCOME TRUST PLC
 
              CONVERTIBLE DEBENTURE LOAN AGREEMENT
                         BY AND BETWEEN
                     CONTOUR MEDICAL, INC.
               AND ITS WHOLLY-OWNED SUBSIDIARIES:
 
                   Contour Fabricators, Inc.
              Contour Fabricators of Florida, Inc.
                     AmeriDyne Corporation
                      All as Co-Borrowers
 
                              AND
 
       RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
            RENAISSANCE US GROWTH & INCOME TRUST PLC
                           As LENDER
 
 
     This Convertible Debenture Loan Agreement (the "Loan Agreement") is
 entered into as of July 12, 1996, by and between Contour Medical, Inc. (a
 Nevada corporation) and its Subsidiaries Contour Fabricators, Inc. (a
 Michigan corporation), Contour Fabricators of Florida, Inc. (a Florida
 corporation), and AmeriDyne Corporation (a Tennessee corporation), all as
 co-Borrowers (collectively hereinafter referred to as "Borrower") and
 Renaissance Capital Growth & Income Fund III, Inc. (a Texas corporation)
 and Renaissance US Growth & Income Trust PLC (a public limited company
 registered in England and Wales) (individually referred to as Renaissance
 III and Renaissance PLC, respectively, together with any assignees or
 successors in interest collectively referred to as "Lender").
 
     WITNESSETH: 
 
     WHEREAS, Borrower seeks to obtain up to Five Million Dollars
 ($5,000,000) in convertible debenture financing for working capital
 purposes, acquisitions, and the repayment of debt; and 
 
     WHEREAS, Borrower has requested that Lender provide such funding by
 furnishing a loan as herein provided and Lender is willing to furnish such
 to Borrower upon the terms and subject to the conditions and for the
 considerations hereinafter set forth; 
 
     NOW, THEREFORE, in consideration of the mutual promises herein
 contained and for other valuable consideration, receipt and sufficiency of
 which is acknowledged, the parties hereto agree as follows: 
 
                ARTICLE I - DEFINITION OF TERMS
 
 Section 1.01. Definitions. 
 
     (a) For the purposes of this Loan Agreement, unless the context
 otherwise requires, the following terms shall have the respective meanings
 assigned to them in this Article I or in the section or recital referred to
 below: 
 
     "Affiliate" with respect to any Person shall mean (i) any person
 directly or indirectly owning, controlling or holding power to vote 10% or
 more of the outstanding voting securities of any Person; (ii) any person,
 10% or more of whose outstanding voting securities are directly or
 indirectly owned, controlled or held with power to vote by any Person;
 (iii) any person directly or indirectly controlling, controlled by or under
 common control with any Person; (iv) any officer, director or partner of
 any Person; and (v) if a Person is an officer, director or partner, any
 company for which any Person acts in such capacity. For purposes of this
 Agreement, any partnership of which any Person is a general partner, or any
 joint venture in which any Person is a joint venturer, is an Affiliate of
 each Person. 
 
     "Capital Expenditure" shall mean an expenditure for assets that will
 be used in years subsequent to the year in which the purchase is made and
 which asset is properly classifiable in financial statements as equipment,
 real property or improvements, or similar type of capitalized asset. 
 
     "Capital Lease" shall mean any lease of property, real or personal,
 which is in substance a financing lease and which would be capitalized on a
 balance sheet of the lessee, including without limitation, any lease under
 which (i) such lessee will have an obligation to purchase the property for
 a fixed sum, (ii) an option to purchase the property at an amount less than
 a reasonable estimate of the fair market value of such property as of the
 date such lease is executed, or (iii) the term of the lease approximates or
 exceeds the expect useful life of the property leased thereunder. 
 
     "Consolidated Subsidiaries" shall mean those corporations of which
 50% or more of the voting stock is owned by Borrower and their financial
 statements are consolidated with those of the Borrower. 
 
     "Conversion " or "Conversion Rights" shall mean exchange of, or the
 rights to exchange, the Principal Amount of the loan, or any part thereof,
 for Borrower's fully paid and non-assessable common stock on the terms and
 conditions as provided in the Debenture. 
 
     "Common Stock" shall mean the Contour Medical, Inc. common stock,
 $0.001 par value. 
 
     "Debentures" shall mean the Debentures executed by Borrower and
 delivered pursuant to the terms of this Loan Agreement, together with any
 renewals, extensions or modifications thereof. 
 
     "Debtor Laws" shall mean all applicable liquidation, conservatorship,
 bankruptcy, moratorium, arrangement, receivership, insolvency,
 reorganization or similar laws from time to time in effect affecting the
 rights of creditors generally. 
 
     "Default" shall mean any of the events specified in Article VIII. 
 
     "Dividends", in respect of any corporation, shall mean (i) cash
 distributions or any other distributions on, or in respect of, any class of
 capital stock of such corporation, except for distributions made solely in
 shares of stock of the same class, and (ii) any and all funds, cash and
 other payments made in respect of the redemption, repurchase or acquisition
 of such stock, unless such stock shall be redeemed or acquired through the
 exchange of such stock with stock of the same class. 
 
     "ERISA" shall mean the Employee Retirement Income Security Act, as
 amended, together with all regulations issued pursuant thereto. 
 
     "GAAP" shall mean generally accepted accounting principles applied on
 a consistent basis, set forth in the Opinions of the Accounting Principles
 Board of the American Institute of Certified Public Accountants, or their
 successors,  which are applicable in the circumstances as of the date in
 question. The requisite that such principles be applied on a consistent
 basis shall mean that the accounting principles observed in a current
 period are comparable in all material respects to those applied in a
 preceding period. 
 
     "Governmental Authority" shall mean any government (or any political
 subdivision or jurisdiction thereof), court, bureau, agency or other
 governmental authority having jurisdiction over Borrower or a Subsidiary or
 any of its or their business, operations or properties. 
 
     "Guaranty" of any Person shall mean any contract, agreement or
 understanding of such Person pursuant to which such Person in effect
 guarantees the payment of any Indebtedness of any other Person (the
 "Primary Obligor") in any manner, whether directly or indirectly, including
 without limitation agreements: (i) to purchase such Indebtedness or any
 property constituting security therefor; (ii) to advance or supply funds
 primarily for the purpose of assuring the holder of such Indebtedness of
 the ability of the Primary Obligor to make payment; or (iii) otherwise to
 assure the holder of the Indebtedness of the Primary Obligor against loss
 in respect thereof, except that "Guaranty" shall not include the
 endorsement by Borrower or a Subsidiary in the ordinary course of business
 of negotiable instruments or documents for deposit or collection. 
 
     "Holder" shall mean the owner of Registrable Securities. 
 
     "Indebtedness" shall mean, with respect to any Person, the following
 indebtedness, obligations and liabilities of such Person: (I) all
 "liabilities" that would be reflected on a balance sheet of such Person;
 (ii) all obligations of such Person in respect of any Guaranty; (iii) all
 obligations of such Person in respect of any Capital Lease, (iv) all
 obligations, indebtedness and liabilities secured by any lien or any
 security interest on any property or assets of such Person; and (v) any
 preferred stock of such Person which is subject to a mandatory redemption
 requirement, valued at the greater of its involuntary redemption price or
 liquidation preference plus accrued and unpaid dividends. 
 
     "Investment" in any Person shall mean any investment, whether by
 means of share purchase, loan, advance, extension of credit, capital
 contribution or otherwise, in or to such Person, the Guaranty of any
 Indebtedness of such Person, or the subordination of any claim against such
 Person to other Indebtedness of such Person; provided however, that
 "Investment" shall not include (i) any demand deposits in a duly chartered
 state or national bank or other cash equivalent investments (ii) any loans
 permitted by Section 6.12, or (iii) any acquisitions of equity in any other
 Person.
 
     "IRS Code" shall mean the Intemal Revenue Code of 1986, as amended,
 together with all regulations issued thereunder. 
 
 `   "Lien" shall mean any lien, mortgage, security interest, tax lien,
 pledge, encumbrance, conditional sale or title retention arrangement, or
 any other interest in property designed to secure the repayment of
 Indebtedness, whether arising by Agreement or under any statute or law, or
 otherwise. 
 
     "Loan" shall mean the money lent to Borrower pursuant to this Loan
 Agreement, along with any accrued interest thereon. 
 
     "Loan Closing" or "Loan Closing Date" shall mean the initial
 disbursement of Loan funds which shall occur on a date 30 days from the
 date hereof or such earlier date on which Borrower requests, and Lender
 approves, as the date at which the initial advance of the Loan funds shall
 be consummated, provided that such date may be mutually extended beyond 30
 days, but only by written agreement of the parties hereto.
 
     "Loan Documents" shall mean this Loan Agreement, the Debentures
 (including any renewals, extensions and refinancings thereof), and any
 other agreements or documents (and with respect to this Loan Agreement, and
 such other agreements and documents, any amendments or supplements thereto
 or modifications thereof) executed or delivered pursuant to the terms of
 this Loan Agreement. 
 
     "Material Adverse Effect" or "Material Adverse Change" shall mean any
 change, factor or event that shall (i) have a material adverse effect upon
 the validity, performance or enforceability of any Loan Documents, (ii)
 have a material adverse effect upon the financial condition or business
 operations of Borrower or any Subsidiaries, (iii) have a material adverse
 effect upon the ability of the Borrower to fulfill its obligations under
 the Loan Documents, or (iv) any event that causes an Event of Default or
 which, with notice or lapse of time or both, could become an Event of
 Default. 
 
     "Obligation" shall mean: (i) all present and future indebtedness,
 obligations and liabilities of Borrower to Lender arising pursuant to this
 Loan Agreement, regardless of whether such indebtedness, obligations and
 liabilities are direct, indirect, fixed, contingent, joint, several, or
 joint and several; (ii) all present and future indebtedness, obligations
 and liabilities of Borrower to Lender arising pursuant to or represented by
 the Debentures and all interest accruing thereon, and reasonable attorneys'
 fees incurred in the enforcement or collection thereof; (iii) all present
 and future indebtedness, obligations and liabilities of Borrower and any
 Subsidiary evidenced by or arising pursuant to any of the Loan Documents;
 (iv) all costs incurred by Lender, including but not limited to reasonable
 attorneys' fees and legal expenses related to this transaction; and (v) all
 renewals, extensions and modifications of the indebtedness referred to in
 the foregoing clauses, or any part thereof. 
 
     "Permit Liens" shall mean: (i) Liens (if any) granted to Lender to
 secure the Obligation; (ii) pledges or deposits made to secure payment of
 worker's compensation insurance (or to participate in any fund in
 connection with worker's compensation insurances, unemployment insurance,
 pensions or social security programs); (iii) Liens imposed by mandatory
 provisions of law such as for landlords, materialmen's, mechanics',
 warehousemen's and other like Liens arising in the ordinary course of
 business, securing Indebtedness whose payment is not yet due; (iv) Liens
 for taxes, assessments and governmental charges or levies imposed upon a
 Person or upon such Person's income or profits or property, if the same are
 not yet due and payable or if the same are being contested in good faith
 and as to which adequate cash reserves have been provided or if an
 extension is obtained with respect thereto, (v) Liens arising from good
 faith deposits in connection with tenders, leases, real estate bids or
 contracts (other than contracts involving the borrowing of money), pledges
 or deposits to secure public or statutory obligations and deposits to
 secure (or in lieu of) surety, stay, appeal or customs bonds and deposits
 to secure the payment of taxes, assessments, customs duties or other
 similar charges; (vi) encumbrances consisting of zoning restrictions,
 easements, or other restrictions on the use of real property, provided that
 such items do not materially impair the use of such property for the
 purposes intended, and none of which is violated by existing or proposed
 structures or land use; (vii) mortgages, financing statements, equipment
 leases or other encumbrances incurred in connection with the acquisition of
 property or equipment or the replacement of existing property or equipment,
 provided that such liens shall be limited to the property or equipment then
 being acquired; and (viii) Liens arising from standard bank revolving
 working capital financing secured by inventory, receivables, or general
 assets of the Borrower. 
 
     "Person" shall include an individual, a corporation, a joint venture,
 a general or limited partnership, a trust, an unincorporated organization
 or a government or any agency or political subdivision thereof. 
 
     "Plan" shall mean an employee benefit plan or other plan maintained
 by Borrower for employees of Borrower and/or any Subsidiaries and covered
 by Title IV of ERISA, or subject to the minimum funding standards under
 Section 412 of the Internal Revenue Code of 1986, as amended. 
 
     "Principal Amount" shall mean, as of any time, the then aggregate
 outstanding face amount of the Debentures after any conversions or
 redemptions and after giving effect to any installment payments received by
 Lender. 
 
     "Registrable Securities" shall mean (i) the Common Stock issued upon
 Conversion of the Debentures, or (ii) any Common Stock issued upon
 Conversion of the Debentures or exercise of any warrant, right or other
 security which is issued with respect to the Common Stock referred to in
 clause (I) and (ii) above by way of stock dividend; any other distribution
 with respect to or in exchange for, or in replacement of Common Stock;
 stock split; or in connection with a combination of shares,
 recapitalization, merger, consolidation or other reorganization; excluding
 in all cases, however, any Registrable Security that is not a Restricted
 Security and any Registrable Securities sold or transferred by a person in
 a transaction in which the rights under this Loan Agreement are not
 assigned. 
 
     "Registrable Securities Then Outstanding" shall mean an amount equal
 to the number of Registrable Securities outstanding which have been issued
 pursuant to the Conversion of the Debentures. 
 
     "Rentals" of any Person shall mean, as of any date, the aggregate
 amount of the obligations and liabilities (including future obligations and
 liabilities not yet due and payable) of such Person to make payments under
 all leases, subleases and similar arrangements for the use of real,
 personal or mixed property, other than leases which are Capital Leases. 
 
     "Restricted Security" shall mean a security that has not been (i)
 registered under the 1933 Act or (ii) distributed to the public pursuant to
 Rule 144 (or any similar provisions that are in force) under the 1933 Act. 
 
     "SEC" shall mean the Securities and Exchange Commission. 
 
     "1933 Act" shall refer to the Securities Act of 1933, as amended. 
 
     "1934 Act" shall refer to the Securities Exchange Act of 1934, as
 amended. 
 
     "Solvent" shall mean, with respect to any Person on a particular
 date, that on such date: (i) the fair value of the property of such Person
 is greater than the total amount of liabilities, including, without
 limitation, contingent liabilities, of such Person; (ii) The present fair
 salable value, in the ordinary course of business, of the assets of such
 Person is not less than the amount that will be required to pay the
 probable liability of such Person on its debts as they become absolute and
 matured; (iii) such Person is able to realize upon its assets and pay its
 debts and other liabilities, contingent obligations and other commitments
 as they mature in the normal course of business; (iv) such Person does not
 intend to, and does not believe that it will, incur debts or liabilities
 beyond such Person's ability to pay as such debts and liabilities mature,
 and (v) such Person is not engaged in business or a transaction, and is not
 about to engage in business or a transaction, for which such Person's
 property would constitute unreasonably small capital after giving due
 consideration to the prevailing practice in the industry in which such
 Person is engaged. In computing the amount of contingent liabilities at any
 time, it is intended that such liabilities will be computed at the amount
 which, in light of all the facts and circumstances existing at such time,
 represents the amount that can reasonably be expected to become an actual
 or matured liability. 
 
     "Subordinated Debt" shall mean any indebtedness of the Borrower or
 any Subsidiaries, now existing or hereafter incurred, which indebtedness
 is, by its terms, junior in right of repayment to the payment of the
 Debentures. 
 
     "Subsidiary" shall mean any corporation whether now existing or
 hereafter acquired of which fifty percent (50%) or more of the Voting
 Shares are owned, directly or indirectly, by Borrower. 
 
     "Voting Shares" of any corporation shall mean shares of any class or
 classes (however designated) having ordinary voting power for the election
 of at least a majority of the members of the Board of Directors (or other
 governing bodies) of such corporation, other than shares having such power
 only by reason of the happening of a contingency.
 
     Section 1.02. Other Definition Provisions. 
 
     (a) All terms defined in this Loan Agreement shall have the above-defined 
 meanings when used in the Debentures or any other Loan Documents,
 certificate, report or other document made or delivered pursuant to this
 Loan Agreement, unless the context therein shall otherwise require. 
 
     (b) Defined terms used herein in the singular shall import the plural
 and vice versa. 
 
     (c) The words "hereof," "herein," "hereunder" and similar terms when
 used in this Loan Agreement shall refer to this Loan Agreement as a whole
 and not to any particular provision of this Loan Agreement. 
 
     (d) References to financial statements and reports shall be deemed to
 be a reference to such statements and reports prepared in accordance with
 GAAP recognized as such by the American Institute of Certified Public
 Accountants acting through its Accounting Principles Board or by the
 Financial Accounting Standards Board which principles are consistently
 applied, on the basis used by Borrower in prior years, for all periods
 after the date hereof so as to properly reflect the financial condition,
 and the results of operations and statement of cash flows, of Borrower and
 its Consolidated Subsidiaries, if any.
 
     (e) Accounting terms not specifically defined above, or not defined
 in the Loan Agreement, shall be construed in accordance with GAAP as
 recognized as of this date by the American Institute of Certified Public
 Accountants. 
 
                  ARTICLE II - LOAN PROVISIONS
 
 Section 2.01. Loan Closing. 
 
     (a) Subject to the terms and conditions of this Loan Agreement, and
 the compliance with such terms and conditions by all parties, Lender agrees
 to lend to Borrower, and Borrower agrees to borrow from Lender, the
 aggregate sum of up to Five Million Dollars ($5,000,000) which shall be
 disbursed at the Loan Closing.
 
     (b) Such disbursement is to be at such time and subject to the
 conditions as provided hereunder and such borrowing shall be evidenced by
 Borrower's duly executed Debenture (in one or more counterparts in the
 aggregate sum of the Principal Amount advanced substantially in the form of
 Exhibit 2.01(b) attached hereto and made a part hereof, with appropriate
 insertion of names, dates and amounts. In the event of any differences in
 terms between the Loan Agreement and the Debenture, the Debenture will be
 controlling; provided, however, that the holder of the Debenture shall be
 entitled to all the rights and benefits of the Lender provided in this
 Agreement. 
 
     (c) Unless otherwise mutually agreed, the Loan Closing shall be at
 the offices of Renaissance Capital Group, Inc. in Dallas, Texas. 
 
     (d) If, within 30 days of the date of this Agreement (i) Borrower has
 failed to comply with the conditions precedent to the Loan Closing as
 specified in Article III hereof (unless compliance with such conditions in
 whole or in part has been waived or modified by Lender in its sole
 discretion) or (ii) the Loan 
 Closing has not occurred (unless the date of such Loan Closing has been
 mutually extended) then, in either such case, the obligations of Lender
 under this Loan Agreement shall terminate, provided however that Borrower
 shall be obligated for payment of the commitment fees and Lender expenses
 as provided in Section 2.07 due and payable as of such date of termination. 
 
 Section 2.02. Use of Proceeds. 
 
     (a) Borrower intends to use the money advanced hereunder
 substantially for the following purposes: 
 
          Repayment of Debt                 $1,300,000
          General Working Capital Purposes   3,069,000
          Capital Expenditures                 306,000
          Fees                                 325,000
          Total =                           $5,000,000
 
     (b) Contour Medical, Inc., Contour Fabricators, Inc., Contour
 Fabricators of Florida, Inc., and AmeriDyne Corporation all hereby
 acknowledge that the proceeds from the Loan shall be used by each company
 individually for the growth of their respective businesses by providing
 working capital and capital for acquisitions and the repayment of debt. 
 
 Section 2.03. Interest Rate and Interest Payments. 
 
     (a) Interest on the Principal Amount outstanding from time to time
 shall accrue at the rate of 9.00% per annum, with the first installment
 payable on August 1, 1996 and subsequent payments at the first day of each
 month thereafter. Overdue principal and interest on the Debentures shall
 bear interest, to the extent permitted by applicable law, at a rate of
 9.00% per annum. Interest on the Principal Amount of each Debenture shall
 be calculated, from time to time, on the basis of the actual days elapsed
 in a year consisting of 365 days. 
 
 Section 2.04. Maturity. 
 
     (a) If not sooner redeemed or convert, the Debentures shall mature on
 June 30, 2003, at which time all the remaining unpaid principal, interest
 and any other charges then due under the Loan Agreement shall be due and
 payable in full. 
 
 Section 2.05. Mandatory Principal Redemption Installments. 
 
     (a) Mandatory principal redemption installments on each Debenture
 shall be as provided for in the Debentures. 
 
 Section 2.06. Optional Redemotion. 
 
     (a) Optional principal redemption on each Debenture shall be as
 provided for in the Debentures. 
 
 Section 2.07 Closing Fees and Loan Closing Costs. 
 
     (a) Borrower agrees to pay to Lender, or Lender's designee, a Loan
 Commitment fee of 1% of the loan amount available under this Loan Agreement
 such to be due and payable at Loan Closing or upon termination of this Loan
 Agreement. 
 
     (b) Borrower agrees to pay to Lender, or Lender's designee, a Loan
 Closing Fee of 1% of the amount of Loan funds disbursed at each Loan
 Closing, such to be due and payable at Loan Closing. 
 
     (c) In addition, at the Loan Closing Borrower agrees to pay Lender's
 reasonable costs and expenses (including, without limitation, the
 reasonable fees and expenses of Lender's legal counsel) in connection with
 the negotiation, preparation, execution and delivery of this Loan
 Agreement, the Debentures, the other Loan Documents and the Loan Closing or
 Subsequent Loan Closing, provided that such costs and expenses shall not,
 in the aggregate, exceed 0.5% of the loan amount available under this Loan
 Agreement. 
 
     (d) Lender acknowledges the receipt of the payment by the Borrower of
 $25,000 to cover Due Diligence expenses. 
 
     (e) Lender agrees to a similar fee arrangement on any additional
 funds provided under this Loan Agreement or similar Agreement between
 Lender and Borrower. 
 
 Section 2.08. Placement Fee. 
 
     The Borrower shall be responsible for payment of any placement fees
 and commissions, brokerage fees or finder's fees in connection with the
 Loan. All such placement fee obligations are as listed in Schedule 2.08
 attached hereto. The Lender has incurred no placement fee on this
 transaction. 
 
 Section 2.09. Taxes. 
 
     (a) Payments by Borrower hereunder shall be made without deduction
 for any present or future taxes, duties, charges or withholdings,
 (excluding, in the case of the Lender, any foreign taxes, any federal,
 state or local income taxes and any franchise taxes or taxes imposed upon
 it by the jurisdiction, or any political subdivision thereof, under which
 the Lender is organized or is qualified to do business) and all liabilities
 with respect thereto (herein "Taxes") shall be paid by Borrower. If
 Borrower shall be required by law to deduct any Taxes for which Borrower is
 responsible under the preceding sentence from any sum payable hereunder to
 any Lender: (i) the sum payable shall be increased so that after making all
 required deductions, such Lender receives an amount equal to the sum it
 would have received had no such deductions been made; (ii) Borrower shall
 make such deductions; and (iii) Borrower shall pay the full amount deducted
 to the relevant taxing authority or other authority in accordance with
 applicable law. 
 
     (b) Except as otherwise set forth in this Loan Agreement or the other
 Loan Documents, Borrower shall pay any present or future stamp or
 documentary taxes or any other excise or property taxes, charges or similar
 levies which arise from any payment made hereunder or under the Loan
 Documents or from the execution, delivery or registration of, or otherwise
 with respect to, this Loan Agreement or the other Loan Documents
 (hereinafter referred to as "Other Taxes").
 
     (c) Borrower shall indemnify Lender for the full amount of Taxes and
 Other Taxes reasonably paid by Lender on any liability (including any
 penalties or interest assessed because of Borrower's defaults) arising
 therefrom or with respect thereto, whether or not such Taxes or Other Taxes
 were correctly or legally asserted. This Indemnification shall be made
 within thirty (30) days from the date Lender made written demand therefor.
 Lender shall subrogate any and all rights and claims relating to such Taxes
 and Other Taxes to Borrower upon payment of said indemnification. 
 
     (d) Without prejudice to the survival of any other Agreement of
 Borrower hereunder, the Agreements and obligations of Borrower in this
 Section 2.09 shall survive the payment in full of the Obligation. 
 
 Section 2.10 Stock Conversion Rights and Registration Rights Agreement. 
 
     (a) Each Debenture shall be exchangeable for shares of Borrower's
 common stock on such terms and in such amounts as shall be stated in the
 Debenture. The holders of the stock issued upon exercise of the right of
 conversion as provided in said Debenture shall be entitled to all the
 rights of the Lender as stated in this Loan Agreement or the other Loan
 Documents to the extent such rights are specifically stated to survive the
 surrender of the Debenture for conversion as herein provided. 
 
     (b) The holder of shares of common stock of Borrower issued upon
 conversion shall be entitled to the rights as provided in Article IX of
 this Loan Agreement. 
 
               ARTICLE III - CONDITIONS PRECEDENT
 
 Section 3.01. Document Requirements. 
 
     (a) The obligation of Lender to advance funds at the Loan Closing
 Date hereof is subject to the condition precedent that, on or before the
 date of such advance, Lender shall have received the following in form and
 substance satisfactory to Lender: 
 
          (i) One or more duly executed Debentures aggregating the
 Principal Amount of Loan funds then advanced, each in amounts as requested
 by Lender, which shall be styled "River Oaks Trust Company, FBO,
 Renaissance Capital Growth and Income Fund III, Inc.," and "Renaissance
 U.S. Grown and Income Trust, PLC.", and in the form of Exhibit 2.01(a)(1)
 with appropriate insertions of date, amount and conversion features. 
 
          (ii) An opinion of legal counsel for Borrower dated as of the
 Loan Closing Date, satisfactory in form and substance to Lender, as to due
 execution by the Borrower of the Loan Agreement, the Debenture and other
 Loan Documents and the legal enforceability thereof. 
 
          (iii) A true and correct certificate signed by a duly
 authorized officer of the Borrower and dated as of the Loan Closing Date
 stating that, to the best knowledge and belief of such officer, after
 reasonable and due investigation and review of matters pertinent to the
 subject matter of such certificate: (A) all of the representations and
 warranties contained in Article IV hereof and the other Loan Documents are
 true and correct as of the Loan Closing Date and (B) no event has occurred
 and is continuing, or would result from the Loan, which constitutes a
 Default or an Event of Default. 
 
          (iv) Copies of resolutions, as adopted by the Borrower's Board
 of Directors, approving the execution, delivery and performance of this
 Loan Agreement, the Debentures, and the other Loan Documents, including the
 transactions contemplated herein and accompanied by a certificate of the
 Secretary or Assistant Secretary of Borrower stating that such resolutions
 have been duly adopted, are true and correct, have not been altered or
 repealed and are in full force and effect. 
 
          (v) A signed certificate of the Secretary or Assistant
 Secretary of the Borrower which shall certify the names of the officers of
 Borrower authorized to sign each of the Loan Documents to be executed by
 such officer, together with the true signatures of each of such officers.
 It is herewith stipulated and agreed that Lender may hereafter rely
 conclusively on the validity of this certificate as a representation of the
 officers of Borrower duly authorized to act with respect to the Loan
 Documents until such time as Lender shall receive a further certificate of
 the Secretary or Assistant Secretary of Borrower canceling or amending the
 prior certificate and submitting the signatures of the officers thereupon
 authorized in such further certificate. 
 
          (vi) Certificates of good standing (or other similar
 instrument) for the Borrower issued by the Secretary of State of the state
 of incorporation of Borrower, and certificates of qualification and good
 standing for Borrower issued by the Secretary of State of each of the
 states wherein such Borrower has operating facilities of such nature so as
 to be required to be qualified to do business as a foreign corporation,
 dated within ten (10) days of Loan Closing. 
 
          (vii) A copy of the Articles of Incorporation of the Borrower
 and all amendments thereto, certified by the Secretary of State of the
 state of incorporation and dated within ten (1O) days of the date of Loan
 Closing and a copy of the bylaws of Borrower and all amendments thereto,
 certified by the Secretary or Assistant Secretary of Borrower, as being
 true, correct and complete as of the date of such certification. 
 
          (viii) Copies of the following financial statements for
 Borrower: (A) An audited balance sheet and income statement for Borrower as
 of June 30, 1995 and (B) unaudited balance sheet and income statement for
 Borrower as of March 31, 1996. 
 
          (ix) Such other information and documents as may reasonably be
 required by Lender and Lender's counsel to substantiate Borrower's
 compliance why the requirements of this Loan Agreement. 
 
 Section 3.02. Repayment of Inter-company Debt.
 
     The obligation of Lender to advance funds at the Loan Closing Date
 hereof is subject to the condition precedent that Retirement Care
 Associates, Inc., the Borrower's parent corporation, repays any inter-company 
 balances. 
 
 Section 3.03. Inter-company Debts
 
     The obligation of Lender to advance funds at the Loan Closing Date
 hereof is subject to the condition precedent that Retirement Care
 Associates, Inc., the Borrower's parent corporation, repays all inter-company 
 balances owed to Borrower, other than trade payables. 
 
          ARTICLE IV - REPRESENTATIONS AND WARRANTIES
 
     To induce Lender to make the Loan hereunder, Borrower represents and
 warrants to Lender that: 
 
 Section 4.01. Organization and Good Standing. 
 
     (a) Borrower is duly organized and existing in good standing under
 the laws of the state of its incorporation, is duly qualified as a foreign
 corporation and in good standing in all states in which failure to qualify
 would have a Material Adverse Effect, and has the corporate power and
 authority to own its properties and assets and to transact the business in
 which it is engaged and is or will be qualified in those states wherein it
 proposes to transact material business operations in the future. 
 
 Section 4.02. Authorization and Power. 
 
     (a) Borrower has the corporate power and requisite authority to
 execute, deliver and perform the Loan Documents to be executed by Borrower.
 The Borrower is duly authorized to, and has taken all corporate action
 necessary to authorize, execute, deliver and perform the Loan Documents
 executed by Borrower. The Borrower is and will continue to be duly
 authorized to perform the Loan Documents executed by Borrower. 
 
 Section 4.03. No Conflicts or Consents. 
 
     (a) Except as disclosed to Lender pursuant to Exhibit 4.03 - Schedule
 of Conflicts or Consents, neither the execution and delivery of the Loan
 Documents, nor the consummation of any of the transactions therein
 contemplated, nor compliance with the terms and provisions thereof, will
 contravene or materially conflict with any judgment, license, order or
 permit applicable to Borrower, or any indenture, loan agreement, mortgage,
 deed of trust, or other agreement or instrument to which Borrower is a
 party or by which Borrower is or becomes bound, or to which Borrower is or
 becomes subject, or violate any provision of the charter or bylaws of
 Borrower. No consent, approval, authorization or order of any court or
 governmental authority or third party is required in connection with the
 execution and delivery by Borrower of the Loan Documents or to consummate
 the transactions contemplated hereby or thereby except those that have been
 obtained. 
 
 Section 4.04. Enforceable Obligations. 
 
     (a) The Loan Documents have been duly executed and delivered by the
 Borrower and are the legal and binding obligations of the Borrower,
 enforceable in accordance with their respective terms, except as limited by
 any applicable bankruptcy, insolvency or similar laws now or hereafter in
 effect affecting creditors rights and debtor's obligations. 
 
 Section 4.05. No Liens. 
 
     (a) Except for Permitted Liens, all of the properties and assets
 owned by the Borrower are free and clear of all Liens and other adverse
 claims of any nature, and Borrower has good and marketable title to such
 properties and assets. A true and complete list of all liens for borrowed
 money is disclosed to Lender pursuant to Exhibit 4.05. 
 
 Section 4.06. Financial Condition. 
 
     (a) Borrower has delivered to Lender copies of the balance sheet of
 Borrower as of June 30, 1995, and the related statements of income,
 stockholders' equity and statement of cash flow for the year ended, audited
 by its independent Certified Public Accountant. Borrower has also delivered
 to Lender copies of the balance sheet of Borrower as of March 31, 1996, and
 the related statements of income, stockholders' equity and statement of
 cash flow for the period ended such date, which financial statements have
 not been certified by its independent Certified Public Accountant. Such
 financial statements are true and correct in all material respects, fairly
 represent the financial condition of Borrower as of such dates and have
 been prepared in accordance with GAAP (except unaudited financial
 statements omit certain footnotes); and as of the date hereof, there are no
 obligations, liabilities or Indebtedness (including contingent and indirect
 liabilities and obligations) of Borrower which are (separately or in the
 aggregate) material and are not reflected in such financial statements or
 otherwise disclosed herein. Since the date of the above referenced year end
 financial statements and quarterly financial statements, there have not
 been, except as disclosed in Exhibit 4.06: (i) any Material Adverse Change
 in the financial condition, results of operations, business, prospects,
 assets or liabilities (contingent or otherwise, whether due or to become
 due, known or unknown), of the Borrower; (ii) any dividend declared or paid
 or distribution made on the capital stock of the Borrower or any capital
 stock thereof redeemed or repurchased; (iii) any incurrence of long-term
 debt by the Borrower; (iv) any salary, bonus or compensation increases to
 any officers, key employees or agents of the Borrower or; (v) any other
 transaction entered into by the Borrower except in the ordinary course of
 business and consistent with past practice.
 
 Section 4.07. Full Disclosure. 
 
     (a) To the best of Borrower's knowledge and belief after current
 investigation, there is no material fact that Borrower has not disclosed to
 Lender which could reasonably be expected to have a Material Adverse Effect
 on the properties' business, prospects or condition (financial or
 otherwise) of Borrower. Neither the financial statements referenced in
 Section 4.06 hereof, nor any business plan, offering memorandum or
 prospectus, certificate or statement delivered herewith or heretofore by
 Borrower to Lender in connection with the negotiations of this Loan
 Agreement, contained any untrue statement of a material fact or omitted to
 state any material fact necessary to keep the statements contained herein
 or therein from being misleading. 
 
 Section 4.08. No Default. 
 
     (a) No event has occurred and is continuing which constitutes a
 Default or an Event of Default under this Loan Agreement. 
 
 Section 4.09. Material Agreements. 
 
     (a) The Borrower is not in default in any material respect under any
 contract, lease, loan agreement, indenture, mortgage, security agreement or
 other material agreement or obligation to which it is a party or by which
 any of its properties is bound. 
 
 Section 4.10. No Litigation. 
 
     (a) Except as disclosed to Lender pursuant to Exhibit 4.10 - Schedule
 of Litigation attached hereto, there are no actions, suits, investigations,
 arbitrations or administrative proceedings pending, or to the knowledge of
 Borrower threatened, against Borrower, and there has been no change in the
 status of any of the actions, suits, investigations, litigation or
 proceedings disclosed to Lender which could have a materially adverse
 effect on Borrower or on any transactions contemplated by any Loan
 Document. 
 
 Section 4.11. Burdensome Contracts. 
 
     (a) To the best knowledge of the Borrower, it is not a party to, or
 bound by, any contract or agreement, the faithful performance of which is
 so onerous so as to create or to likely create a Material Adverse Effect on
 the business, operations or financial condition of the Borrower. 
 
 Section 4.12. Taxes. 
 
     (a) All tax returns required to be filed by Borrower in any
 jurisdiction have been filed and all taxes (including mortgage recording
 taxes), assessments, fees and other governmental charges upon Borrower or
 upon any of its properties, income or franchises have been paid. To the
 best knowledge of Borrower, there is no proposed tax assessment against
 Borrower and there is no basis for such assessment. 
 
 Section 4.13 Principal Office, Etc. 
 
     (a) The principal office and principal place of business of the
 Borrower and each of its Subsidiaries is as follows: 
 
          Contour Medical, Inc.
          3340 Scherer Drive
          St. Petersburg, Florida 33716
 
          Contour Fabricators, Inc. and
          4100 E. Baldwin Road
          Grand Blanc, Michigan 48439
 
          Contour Fabricators of Florida, Inc.
          3340 Scherer Drive
          St. Petersburg, Florida 33716
 
          AmeriDyne Corporation
          231 Bobrick Drive
          Jackson, Tennessee 38301
 
 Section 4.14. Use of Proceeds. 
 
     (a) The Borrower hereby acknowledges that it intends to use proceeds
 from the Loan as disclosed in Section 2.02 hereof. 
 
 Section 4.15. Employee Benefit and Incentive Plans; ERISA. 
 
     (a) Borrower is not obligated under any Plans. 
 
     (b) Borrower is not a party to any collective bargaining agreement
 and is not aware of any activities of any labor union that is currently
 seeking to represent or organize its employees. Borrower has not
 experienced any labor problems, including work stoppages, disputes or
 slowdowns with respect to its employees. 
 
 Section 4.16. Compliance with Law. 
 
     (a) To the best knowledge of Borrower, Borrower is in compliance with
 all laws, rules, regulations, orders and decrees which are applicable to
 Borrower or its properties by reason of any Governmental Authority which
 are material to the conduct of the business of Borrower or any of its
 properties. 
 
 Section 4.17. Compliance with Environmental Requirements. 
 
     (a) To the best knowledge of Borrower, all properties of Borrower are
 in compliance with all federal, state or local environmental protection
 laws, statutes and regulations which are material to the conduct of the
 business of Borrower, or its properties, and the Borrower is currently in
 compliance with all material reporting requirements, rules, and regulations
 which are applicable to Borrower or its properties by reason of such
 governmental environmental protective agencies. 
 
 Section 4.18. Schedule of Capital Stock and SEC Requirements. 
 
     (a) Set forth on Exhibit 4.18 - Schedule of Capital Stock is a true
 and correct schedule of all classes of authorized, issued, and outstanding
 Capital Stock of the Borrower, all stock options, warrants, conversion
 rights, subscription rights and other rights or agreements to acquire
 securities of Borrower and any shares held in treasury or reserved for
 issue upon exercise of such stock options, warrants or conversion rights,
 subscription rights and other rights or agreements to acquire securities
 including date of termination of such right and the consideration therefor. 
 
     (b) Except as provided in Exhibit 4.18 - Schedule of Capital Stock,
 to the best of the Borrower's knowledge, all securities of Borrower have
 been issued in compliance with the requirements of the 1933 Act, and the
 rules and regulations promulgated thereunder, or pursuant to an exemption
 therefrom. 
 
     (c) The shares of common stock of the Borrower when issued to Lender
 upon conversion of the Debentures will be duly and validly issued, fully
 paid and nonassessable and in compliance with all applicable securities
 laws. Such issuance will not give rise to preemptive rights or similar
 rights by any other security holder of Borrower. Borrower shall at all
 times reserve and keep available sufficient authorized and unissued shares
 of common stock to effectuate the conversion of the Debentures. 
 
 Section 4.19. Insider. 
 
     (a) Neither the Borrower, nor any Person having "control" (as that
 term is defined in the Investment Company Act of 1940, as amended, or in
 regulations promulgated pursuant thereto (herein the "1940 Act")) of the
 Borrower is, an "executive officer," "director," or "principal shareholder"
 (as those terms are defined in the 1940 Act) of Lender. 
 
     (b) Except as set forth in the Borrower's Form 1O-K dated for the
 period ending June 30, 1995, there are no transactions between the Borrower
 and any affiliates of Borrower. 
 
     (c) All agreements between the Borrower and any of its officers,
 directors, and principal shareholders, including employment Agreements, are
 listed on Exhibit 4.19 - Schedule of Affiliate Transactions. 
 
 Section 4.20. Subsidiaries. 
 
     (a) As of the date hereof, the Borrower has the following
 Subsidiaries: Contour Fabricators, Inc., Contour Fabricators of Florida,
 Inc. and AmeriDyne Corporation.
 
     (b) Except as disclosed in the Financial Statements and except for
 Subsidiaries, the Borrower does not own any equity or debt interest or any
 form of proprietary interest in any entity, or any right or option to
 acquire any such interest in any such entity.
 
 Section 4.21. Casualties. 
 
     (a) Neither the business nor the properties of Borrower is currently
 affected by any environmental hazard, fire, explosion, accident, strike,
 lockout or other labor dispute, drought, storm, hail, earthquake, embargo,
 act of God or other casualty (whether or not covered by insurance), which
 could have a Material Adverse Effect. 
 
 Section 4.22 Investment Company Act. 
 
     (a) Borrower is not an "investment company" as defined in Section 3
 of the 1940 Act nor a company that would be an investment company except
 for the exclusions from the definition of an investment company in Section
 3(c) of the 1940 Act, and Borrower is not controlled by such a company. 
 
 Section 4.23. Sufficiency of Capital. 
 
     (a) Borrower is, and after consummation of this Loan Agreement and
 giving effect to all Indebtedness incurred and transactions contemplated in
 connection herewith will be, Solvent. 
 
 Section 4.24. Corporate Names. 
 
     (a) The Borrower has not, during the preceding five (5) years, been
 known as or used any other corporate, fictitious or tradenames except as
 disclosed on Exhibit 4.24 - Schedule of Corporate Names, Mergers and
 Consolidations. Except as disclosed on Exhibit 4.24, the Borrower has not,
 during the preceding five (5) years, been the surviving corporation of a
 merger or consolidation or acquired all or substantially all of the assets
 of any Person.
 
 Section 4.25 Margin Regulation. 
 
     (a) As of the Loan Closing Date, the Borrower does not have class of
 securities with respect to which a member of a national securities
 exchange, broker, or dealer may extend or maintain credit to or for a
 customer pursuant to rules or regulation adopted by the Board of Governors
 of the Federal Reserve System under Section 7 of the 1934 Act. 
 
 Section 4.26 Insurance. 
 
     (a) All of the insurable properties of the Borrower are insured for
 its benefit under valid and enforceable policies, issued by insurers of
 recognized responsibility in amounts and against such risks and losses as
 is customary in such industry. Such policies are listed in Exhibit 4.26 -
 Schedule of Insurance. 
 
 Section 4.27 Patents, Trademarks and Copyrights. 
 
     (a) To the best of borrower's knowledge and belief after current
 investigation, Borrower owns all patents, trademarks and copyrights, if
 any, necessary to conduct its business or possesses licenses or other
 rights, if any, therefor. All such intangible property rights are listed in
 Exhibit 4.27 - Schedule of Patents, Trademarks and Copyrights. Borrower has
 the right to use such proprietary rights without infusing or violating the
 rights of any third parties. No claim has been asserted by any person to
 the ownership of or right to use any such proprietary right or challenging
 or questioning the validity or effectiveness of any such license or
 agreement. Each of the proprietary rights is valid and subsisting, and has
 not been canceled, abandoned or otherwise terminated. 
 
 Section 4.28. Survival of Representations and Warranties. 
 
     (a) All representations and warranties by Borrower herein shall
 survive the Loan Closing and any subsequent Loan Closings and the delivery
 of the Debentures, and any investigation at any time made by or on behalf
 of Lender shall not diminish Lender's right to rely on Borrower's
 representations and warranties as herein set forth. 
 
               ARTICLE V - AFFIRMATIVE COVENANTS
 
     So long as any part of the Debentures remains unpaid or has not been
 redeemed or conveyed hereunder, and until such payment, redemption or
 conversion in full, unless the Lender shall otherwise consent in writing,
 which consent shall not be unreasonably withheld, Borrower agrees that: 
 
     (a) The Borrower shall accurately and fairly maintain its books of
 account in accordance with GAAP, employ a firm of independent certified
 public accountants, which firm is one of the six largest national
 accounting firms or which is approved by the Lender, to make annual audits
 of its accounts in accordance with generally accepted auditing standards;
 permit the Lender and its representatives to have access to and to examine
 its properties, books and records (and to copy and make extracts therefrom)
 at such reasonable times and intervals as the Lender may request; and to
 discuss its affairs, finances and accounts with its officers and auditors,
 all to such reasonable extent and at such reasonable times and intervals as
 the Lender may request. 
 
     (b) The Borrower shall provide the following reports and information
 to the Lender and/or the Lender's designee: 
 
          (i) As soon as available, and in any event within forty-five
 (45) days after the close of each quarter, the Company's report on Form 10-Q 
 with exhibits for said period. In addition, the Lender may at its sole
 discretion request internal monthly reports for specific periods. 
 
          (ii) As soon as available, and in any event within ninety (90)
 days after the close of each year, the Company's report on Form 1O-K with
 exhibits for said period. 
 
          (iii) Each quarter, concurrent with the periodic report
 required above, a certificate executed by the Chief Financial Officer or
 Chief Executive Officer of the Borrower, (A) stating that a review of the
 activities of the Borrower during such fiscal period has been made under
 his supervision and that the Borrower has observed, performed and fulfilled
 each and every obligation and covenant contained herein and is not in
 default under any of the same or, if any such default shall have occurred,
 specifying the nature and status thereof, and (B) setting forth a
 computation in reasonable detail as of the end of the period covered by
 such statements, of compliance with the Agreed Minimum Financial Standards
 in Exhibit 7.01 as provided therein. 
 
          (iv) So long as any Debenture remains outstanding, promptly
 (but in any event within five (5) business days) upon learning of the
 occurrence of a Default or an Event of Default deliver a certificate signed
 by the Chief Executive Officer or Chief Financial Officer of the Borrower
 describing such Default, Event of Default and stating what steps are being
 taken to remedy or cure the same. 
 
          (v) Promptly (but in any event within five (5) business days)
 upon the receipt thereof by the Borrower or the Board of Directors of the
 Borrower, copies of all reports, all management letters and other detailed
 information to the Borrower or the Board by independent accountants in
 connection with each annual or interim audit or review of the accounts or
 affairs of the Borrower made by such accountants. 
 
          (vi) With reasonable promptness, such other information
 relating to the finances, properties, business and affairs of the Borrower
 and each Subsidiary, as Lender may reasonably request from time to time. 
 
          (vii) Promptly upon its becoming available, one copy of each
 financial statement, report, press release, notice or proxy statement sent
 by Borrower to stockholders generally and of each regular or periodic
 report, registration statement or prospectus filed by Borrower with any
 securities exchange or the SEC or any successor agency, and of any order
 issued by any Governmental Authority in any proceeding to which the
 Borrower is a party. 
 
 Section 5.02. Preparation of a Budget. 
 
     (a) At least thirty (30) days prior to the beginning of Borrower's
 fiscal year, Borrower agrees to prepare and submit to the Board, and
 furnish to the Lender a copy of an annual plan for such year which shall
 include, without limitation, plans for expansion, if any, plans for
 incurrences of Indebtedness and projections regarding other sources of
 funds, quarterly projected capital and operating expense budgets, cash flow
 statements, profit and loss statistics and balance sheet projections,
 itemized in such detail as the Board and/or the Lender may request. 
 
 Section 5.03. Operation Review. 
 
     (a) Borrower agrees that it will review its operations with Lender.
 Such operations reviews will be in such depth and detail as Lender shall
 reasonably request. Operations reviews, which usually will require a day or
 less to complete, will be held as reasonably necessary, generally once a
 fiscal quarter. 
 
 Section 5.04. Payment of Taxes and Other Indebtedness. 
 
     (a) Borrower shall, and shall cause its Subsidiaries, if any, to, pay
 and discharge (i) all taxes, assessments and governmental charges or levies
 imposed upon it or upon its Income or profits, or upon any property
 belonging to it, before delinquent, (ii) all lawful claims (including
 claims for labor, materials and supplies), which, if unpaid, might give
 rise to a Lien upon any of its property, and (iii) all of its other
 Indebtedness, except as prohibited hereunder; provided, however, that
 Borrower and its Subsidiaries, if any, shall not be required to pay any
 such tax, assessment, charge or levy if and so long as the amount,
 applicability or validity thereof shall currently be contested in good
 faith by appropriate proceedings and appropriate accruals and reserves
 therefor have been established in accordance with GAAP. 
 
 Section 5.05. Maintenance of Existence and Rights: Conduct of Business. 
 
     (a) Borrower shall, and shall cause its Subsidiaries, if any, to,
 preserve and maintain its corporate existence and all of its rights,
 privileges and franchises necessary or desirable in the normal conduct of
 its business, and conduct its business in an orderly and efficient manner
 consistent with good business practices and in accordance with all valid
 regulations and orders of any Governmental Authority. Borrower shall keep
 its principal place of business within the United States. 
 
 Section 5.06. SEC Filing and Maintenance of SEC Reporting Requirements. 
 
     (a) So long as Borrower has a class of securities registered pursuant
 to Section 12 of the 1934 Act, Borrower shall duly file, when due, all
 reports and statements required of a company whose securities are
 registered for public trading under and pursuant to the 1934 Act, as
 amended, and any rules and regulations issued thereunder, and to preserve
 and maintain its registration thereunder and all of the rights of its
 security holders normally associated with a publicly traded stock company.
 
 Section 5.07. Notice of Default. 
 
     (a) Borrower shall furnish to Lender, immediately upon becoming aware
 of the existence of any condition or event which constitutes a Default or
 would with the passage of time become a Default or an Event of Default,
 written notice specifying the nature and period of existence thereof and
 the action which Borrower is taking or proposes to take with respect
 thereto. 
 
 Section 5.08. Other Notices. 
 
     (a) Borrower shall promptly notify Lender of (i) any Material Adverse
 Change in its financial condition or its business, (ii) any default under
 any material agreement, contract or other instrument to which it is a party
 or by which any of its properties are bound, or any acceleration of the
 maturity of any Indebtedness owing by Borrower or its Subsidiaries, if any,
 (iii) any material adverse claim against or affecting Borrower or its
 Subsidianes, if any, or any of its properties, and (iv) the commencement
 of, and any material determination in, any litigation with any third party
 or any proceeding before any Governmental Authority, the negative result of
 which has a Material Adverse Effect on Borrower and its Subsidiaries, taken
 as a whole. 
 
 Section 5.09. Compliance with Loan Documents. 
 
     (a) Borrower shall, and shall cause each of its Subsidiaries, if any,
 to promptly comply with any and all covenants and provisions of the Loan
 Documents. 
 
 Section 5.10. Compliance with Material Aereements. 
 
     (a) Borrower shall, and shall cause each of its Subsidianes, if any
 to comply in all material respects with all material Agreements,
 indentures, mortgages or documents binding on it or affecting its
 properties or business. 
 
 Section 5.11. Operations and Properties. 
 
     (a) Borrower shall, and shall cause each of its Subsidianes, if any,
 to, act prudently and in accordance with customary industry standards in
 managing or operating its assets, properties, business and investments.
 Borrower shall, and shall cause each of its Subsidiaries, if any, to, keep
 in good working order and condition, ordinary wear and tear excepted, all
 of its assets and properties which are necessary to the conduct of its
 business. 
 
 Section 5.12. Books and Records: Access. 
 
     (a) Borrower shall, and shall cause each of its Subsidiaries, if any,
 to, maintain complete and accurate books and records of its transactions in
 accordance with good accounting practices. Borrower shall give each duly
 authorized representative of Lender access during all normal business hours
 to, and shall permit such representative to examine, copy or make excerpts
 from, any and all books, records and documents in the possession of
 Borrower and its Subsidiaries and relating to its affairs, and to inspect
 any of the properties of Borrower and its Subsidiaries, if any. Borrower
 shall make a copy of this Loan Agreement, along with any waivers, consents,
 modifications or amendments, available for review at its principal office
 by Lender or Lender's representatives.
 
 Section 5.13. Compliance with Law. 
 
     (a) Borrower shall, and shall cause each of its Subsidiaries, if any,
 to, comply with all applicable laws, rules, regulations, and all orders of
 any Governmental Authority applicable to it or any of its property,
 business operations or transactions, a breach of which could reasonably be
 expected to have a Material Adverse Effect. 
 
 Section 5.14. Insurance.
 
     (a) Borrower shall, and shall cause each of its Subsidiaries, if any,
 to, maintain such worker's compensation insurances liability insurance and
 insurance on its properties, assets and business, now owns or hereafter
 acquired, against such casualties, risks and contingencies, and in such
 types and amounts, as are consistent with customary practices and standards
 of companies engaged in similar businesses. 
 
 Section 5.15. Authorizations and Approvals.
 
     (a) Borrower shall, and shall cause each of its Subsidiaries, if any,
 to, promptly obtain, from time to time at its own expense, all such
 governmental licenses, authorizations, consents, permits and approvals as
 may be required to enable it to comply with its obligations hereunder and
 under the other Loan Documents.
 
 Section 5.16. ERISA Compliance. 
 
     (a) Borrower shall (i) at all times, make prompt payment of all
 contributions required under all Plans, if any, and required to meet the
 minimum funding standards set form in ERISA with respect to its Plans
 subject to ERISA, if any, (ii) notify Lender immediately of any fact in
 connection with any of its Plans, which might constitute grounds for
 termination thereof or for the appointment by the appropriate United States
 District Court of a trustee to administer such Plan, together with a
 statement, if requested by Lender as to the reason therefor and the action,
 if any, proposed to be taken with respect thereto, and (iii) furnish to
 Lender upon its request such additional information concerning any of its
 Plans as may be reasonably requested. 
 
 Section 5.17. Further Assurances
 
     (a) Borrower shall, and shall cause each of its Subsidiaries, if any,
 to, make, execute or endorse, and acknowledge and deliver or file or cause
 the same to be done, all such notices, certifications and additional
 Agreements, undertakings, transfers, assignments, or other assurances, and
 take any and all such other action, as Lender may, from time to time, deem
 reasonably necessary or proper in connection with any of the Loan
 Documents, or the obligations of Borrower or its Subsidiaries, if any,
 thereunder, which Lender may request from time to time. 
 
 Section 5.18. Indemnity by Borrower. 
 
     (a) Borrower shall indemnify, save, and hold harmless, Lender and its
 directors, officers, agents, attorneys, and employees (collectively, the
 "Indemnitees") from and against: (i) any and all claims, demands, actions
 or causes of action that are asserted against any Indemnitee if the claim,
 demand, action or cause of action directly or indirectly related to the
 Loan Agreement and the other Loan Documents issued pursuant thereto, the
 use of proceeds of the Loans, or the relationship of Borrower and Lender
 under this Loan Agreement or any transaction contemplated pursuant to this
 Loan Agreement, (ii) any administrative or investigative proceeding by any
 Governmental Authority directly or indirectly related to a claim, demand,
 action or cause of action described in clause (i) above, and (iii) any and
 all liabilities, losses, costs, or expenses (including reasonable
 attorneys' fees and disbursements) that any indemnitee suffers or incurs as
 a result of any of the foregoing; provided, however, that Borrower shall
 have no obligation under this Section 5.18 to Lender with respect to any of
 the foregoing arising out of the negligence or willful misconduct of Lender
 or its assignees or the breach by the Lender or its assignees of this Loan
 Agreement or any other Loan Document or other document executed in
 connection with any of the aforesaid, the breach by Lender or its assignees
 of any Agreement or commitment with other parties, the violation or alleged
 violation of any law, rule or regulation by Lender or its assignees, or
 from the transfer or disposition by Lender of any Debenture or the Common
 Stock issued upon conversion. If any claim, demand, action or cause of
 action is asserted against any indemnitee, such indemnitee shall promptly
 notify Borrower, but the failure to so promptly notify Borrower shall not
 affect Borrower's obligations under this Section unless such failure
 materially prejudices Borrower's right to participate in the contest of
 such claim, demand, action or cause of action, as hereinafter provided. In
 the event that such indemnitee's failure to properly notify the Borrower
 materially prejudices Borrower's right to participate in the contest of
 such claim, demand, action, or cause of action, then said indemnitees shall
 have no right to receive, and Borrower shall have no obligation to pay, any
 Indemnification amounts hereunder. Borrower may elect to defend any such
 claim, demand, action or cause of action (at its own expense) asserted
 against said indemnitee and, if requested by Borrower in writing and so
 long as no Default or Event of Default shall have occurred and be
 continuing, such indemnitee (at Borrower's expense) shall in good faith
 contest the validity, applicability and amount of such claim, demand,
 action or cause of action and shall permit Borrower to participate in such
 contest. Any indemnitee that proposes to settle or compromise any claim or
 proceeding for which Borrower may be liable for payment to or on behalf of
 an indemnitee hereunder shall give Borrower written notice of the terms of
 such proposed settlement or compromise reasonably in advance of settling or
 compromising such claim or proceeding and shall obtain Borrower's written
 concurrence thereto. In the event that said indemnitee plan's to obtain
 Borrower's prior written consent to any such settlement or compromise, said
 indemnitee shall have no right to receive and Borrower shall have no
 obligation to pay any indemnification amounts hereunder. Each indemnitee
 may employ counsel in enforcing its rights hereunder and in defending
 against any claim, demand, action, or cause of action covered by this
 Section 5.18; provided, however, that each indemnitee shall endeavor, but
 shall not be obligated, in connection with any matter covered by this
 Section which also involves other indemnitee, to use reasonable efforts to
 avoid unnecessary duplication of effort by counsel for all indemnitee,
 including by allowing Borrower to select one lawyer for all parties, such
 selection to be subject to the approval of such parties, which approval
 shall not be unreasonably withheld. Any obligation or liability of Borrower
 to any indemnitee under this Section 5.18 shall survive the expiration or
 termination of this Loan Agreement and the repayment of the Debentures. 
 
 5.19 Payment of Management Fee/Monitoring Fee
 
     Borrower shall pay each of Renaissance III and Renaissance PLC a
 financial advisory fee of $500 per month. 
 
                ARTICLE VI - NEGATIVE COVENANTS
 
     So long as any part of the Debentures have not been redeemed or
 converted hereunder, and until such redemption or conversion in full,
 unless the Lender shall otherwise consent in writing, which consent shall
 not be unreasonably withheld, Borrower agrees that, unless permitted
 otherwise: 
 
 Section 6.01. Limitation on Indebtedness. 
 
     (a) Borrower and its Subsidianes shall not incur, create, contract,
 waive, assume, have outstanding, guarantee or otherwise be or become,
 directly or indirectly, liable in respect of any Indebtedness, except: 
 
          (i) Indebtedness arising out of this Loan Agreement or
 otherwise contemplated herein; 
 
          (ii) Indebtedness secured by the Permitted Liens; 
 
          (iii) Current liabilities for accounts payable or obligations
 accrued (other than for borrowed fiends or purchase money obligations) and
 incurred in the ordinary course of business, and for taxes and assessments;
 or 
 
          (iv) Indebtedness as listed on Exhibit 4.05 
 
 Section 6.02. Negative Pledge. 
 
     (a) Borrower shall not, and shall not permit its Subsidiaries, if
 any, to, create, incur, permit or suffer to exist any Lien upon any of its
 property or assets other than Permitted Liens, or payments upon any
 Subordinated Debt other than regularly scheduled installments of principal
 and interest and shall not directly or indirectly make any payment of any
 Subordinated Debt which would violate the terms of the Loan Agreement or of
 such Subordinated Debt or any subordination agreement applicable to such
 Subordinated Debt. 
 
 Section 6.03. Limitation on Investments. 
 
     (a) Borrower shall not, and shall not permit its Subsidiaries, if
 any, to make or have outstanding any Investments in any Person, except for
 Borrower's (and any Subsidiary's) ownership of stock of Subsidiaries, loans
 and other transactions between the Borrower and any Subsidiaries, short
 term bank deposits or money market investments, and such other "cash
 equivalent" investments as Lender may from time to time approve. 
 
 Section 6.04. Alteration of Material Agreements. 
 
     (a) Borrower shall not, and shall not permit its Subsidiaries, if
 any, to, consent to or permit any alteration, amendment, modification,
 release, waiver or termination of any material agreement to which it is a
 party other than in the ordinary course of business. 
 
 Section 6.05. Certain Transactions. 
 
     (a) Except as permitted by Section 6.12, Borrower shall not, and
 shall not permit its Subsidiaries, if any, to, enter into any transaction
 with, or pay any management fees to, any Affiliate; provided, however, that
 Borrower and any Subsidiary may enter into transactions with Affiliates
 upon terms not less favorable to Borrower and any Subsidiary than would be
 obtainable at the time in comparable transactions of Borrower and any
 Subsidiaries in arms-length dealings with Persons other than Affiliates. 
 
 Section 6.06. Limitations on Acquisition of Non-Related Business. 
 
     Borrower shall not, and shall not permit its Subsidiaries, if any,
 to, engage in any line of business or acquire any new product lines or
 business or acquire any companies unless such new product line or business
 of the company acquired is primarily involved in the health-care supply,
 manufacturing or services industry. 
 
 Section 6.07. Limitation on Sale of Properties. 
 
     (a) Borrower shall not, and shall not permit its Subsidiaries, if
 any, to: (i) sell, assign, convey, exchange, lease or otherwise dispose of
 any of its properties, rights, assets or business, whether now owned or
 hereafter acquired, except in the ordinary course of its business and for a
 fair consideration, or (ii) sell, assign or discount any accounts
 receivable except in the ordinary course of business or to secure bank or
 commercial working capital loans in the ordinary course of business. 
 
 Section 6.08. Fiscal Year and Accounting Method. 
 
     (a) Borrower shall not, and shall not permit its Subsidiaries, if
 any, to, change its method of accounting except as permitted by GAAP.
 
 Section 6.09. Liquidation and Dispositions of Substantial Assets. 
 
     (a) Borrower shall not permit Subsidiaries to dissolve or liquidate,
 (ii) sell, transfer, lease or otherwise dispose of all or any substantial
 part of its property or assets or business, or (iii) enter into any other
 transaction that has a similar effect. 
 
 Section 6.10. No Amendments to Articles of Incorporation or Bylaws. 
 
     (a) Borrower shall not, and shall not permit its Subsidiaries, if
 any, to materially amend its Articles of Incorporation or bylaws except as
 is necessary to fulfill the conditions of this Loan Agreement. 
 
 Section 6.11. Limitation on Increased Executive Compensation and Bonus,
 Profit Sharing or other Incentive Payments. 
 
     (a) Borrower will not increase the salary, bonus, or other
 compensation programs (whether in cash, securities, or other property, and
 whether payment is deferred or current) of its top five executive officers
 unless such compensation increase is approved by a majority of the Board or
 a Compensation Committee of the Board of Directors, a majority of whom
 shall be non-employee Directors. 
 
     (b) Borrower shall not pay any Bonus, Profit Sharing or Other
 Incentive Payments until such plans are formally adopted by the majority of
 the Board or a Compensation Committee of the Board of Directors, a majority
 of which shall be non-employee Directors. 
 
 Section 6.12. Limitation on Lending to Parent. 
 
     Borrower shall not lend more than $1,000,000 to Retirement Care
 Associates, Inc., or any affiliate of Retirement Care Associates, Inc. If
 money is loaned, it shall be for a period of less than forty-five (45) days
 and have written documentation containing standard commercial terms and
 conditions. 
 
 Section 6.13. Restricted Payments. 
 
     So long as any Debentures are outstanding, Borrower shall not declare
 or pay any dividend (other than stock dividends) (i) on any Common Stock,
 or purchase, redeem, decrease, or otherwise acquire any shares of Common
 Stock, or (ii) on any Preferred Stock issued after the date hereof of which
 Retirement Care Associates, Inc., or its affiliates owns in excess of 30%,
 if such dividend or purchase in the aggregate exceeds 1.25 times the
 cumulative earnings of the Borrower for the previous twelve months. 
 
 ARTICLE VII - COVENANTS OF MAINTENANCE OF FINANCIAL STANDARDS
 
 Section 7.01. Financial Ratios. 
 
     (a) So long as any part of the Debentures has not been redeemed or
 converted hereunder, and until such redemption or conversion in full, or
 unless the Lender (or if any portion of the Debentures has been assigned,
 the holders of a majority in amount of the outstanding Principal Amount)
 shall otherwise consent in writing, the Borrower will at all times maintain
 the agreed minimum financial ratios or standards as provided and set forth
 in Exhibit 7.01 - Agreed Minimum Financial Standards as attached hereto and
 made a part hereof. Borrower shall deliver to Lender a compliance
 certificate covering these ratios as required in Section 5.01(b)(iii). 
 
                ARTICLE VIII - EVENTS OF DEFAULT
 
 Section 8.01. Events of Default. 
 
     (a) An "Event of Default" shall exist if any one or more of the
 following events (herein collectively called `Events of Default') shall
 occur and be continuing: 
 
          (i) Borrower shall fail to pay (or shall state in an intention
 not to pay or its inability to pay), not later than ten (10) days after the
 due date, any installment of interest on or principal of, any Debenture or
 any fee, expense or other payment required hereunder; 
 
          (ii) Any representation or warranty made under this Loan
 Agreement, or any of the other Loan Documents, or in any certificate or
 statement furnished or made to Lender pursuant hereto or in connection
 herewith or with the Loans hereunder, shall prove to be untrue or
 inaccurate in any material respect as of the date on which such
 representation or warranty was made; 
 
          (iii) Default shall occur in the performance of any of the
 covenants or agreements of Borrower or of its Subsidiaries, if any,
 contained herein, or in any of the other Loan Documents, which is not
 remedied within thirty (30) days after written notice thereof to Borrower
 from Lender; 
 
          (iv) Default shall occur in the payment of any material
 indebtedness (other than the Obligation) of the Borrower or its
 Subsidiaries, if any, or default shall occur in respect of any note, loan
 agreement or credit agreement relating to any such indebtedness and such
 default shall continue for more than the period of grace, if any, specified
 therein and any such indebtedness shall become due before its stated
 maturity by acceleration of the maturity thereof or shall become due by its
 terms and shall not be promptly paid or extended. 
 
          (v) Any of the Loan Documents shall cease to be legal, valid
 and binding agreements enforceable against the Borrower in accordance with
 the respective terms thereof or shall in any way terminated or become or be
 declared ineffective or inoperative or shall in any way whatsoever cease to
 give or provide the respective rights, titles, interests, remedies, powers
 or privileges intended to be created thereby; 
 
          (vi) Borrower or its Subsidianes, if any, shall (A) apply for
 or consent to the appointment of a receiver, trustee, custodian, intervener
 or liquidator of itself, or of all or substantially all of such Person's
 assets, (B) file a voluntary petition in bankruptcy, admit in writing that
 such Person is unable to pay such Person's debts as they become due or
 generally not pay such Person's debts as they become due, (C) make a
 general assignment for the benefit of creditors, (D) file a petition or
 answer seeking reorganization or an arrangement with creditors or to take
 advantage of any bankruptcy or insolvency laws, (E) file an answer
 admitting the material allegations of, or consent to, or default in
 answering, a petition filed against such Person in any bankruptcy,
 reorganization or insolvency proceeding, or (F) take corporate action for
 the purpose of effecting any of the foregoing; 
 
          (vii) An involuntary petition or complaint shall be filed
 against Borrower or any of its Subsidiaries, if any, seeking bankruptcy or
 reorganization of such Person or the appointment of a receiver, custodian,
 trustee, intervenor or liquidator of such Person, or all or substantially
 all of such Person's assets, and such petition or complaint shall not have
 been dismissed within sixty (60) days of the filing thereof or an order,
 Order for relief, judgment or decree shall be entered by any court of
 competent jurisdiction or other competent authority approving a petition or
 complaint seeking reorganization of Borrower or its subsidiary, if any, or
 appointing a receiver, custodian, trustee, intervenor or liquidator of such
 Person, or of ah or substantially all of such Person's assets; 
 
          (viii) Any final judgments, for the payment of money in excess
 of the sum of $250,000 in the aggregate shall be rendered against Borrower
 or any subsidiary and such judgment or judgments shall not be satisfied or
 discharged at least ten (10) days prior to the date on which any of its
 assets could be lawfully sold to satisfy such judgment; 
 
          (ix) The Borrower shall fail to issue and deliver shares of
 Common Stock as provided herein upon conversion of the Debenture; or 
 
          (x) The Borrower shall fail to submit Lender's nominee, if any,
 for election to the Board of Directors of the Borrower or shall remove
 Lender's nominee from the Board of Directors of Borrower other than for
 cause. 
 
 Section 8.02. Remedies Unon Event of Default. 
 
     (a) If an Event of Default shall have occurred and be continuing for
 a period of thirty (30) days, then Lender may exercise any one or more of
 the following rights and remedies, and any other remedies provided in any
 of the Loan Documents, as Lender in its sole discretion may deem necessary
 or appropriate: 
 
          (i) declare the unpaid Principal Amount (after application of
 any payments or installments received by Lender) of, and all interest then
 accrued but unpaid on, the Debentures and any other liabilities hereunder
 to be forthwith due and payable, whereupon the same shall forthwith become
 due and payable without presentment, demand, protest, notice of default,
 notice of acceleration or of intention to accelerate or other notice of any
 kind, all of which Borrower hereby expressly waives, anything contained
 herein or in the Debentures to the contrary notwithstanding; 
 
          (ii) reduce any claim to judgment; and 
 
          (iii) without notice of default or demand, pursue and enforce
 any of Lender's rights and remedies under the Loan Documents, or otherwise
 provided under or pursuant to any applicable law or Agreement, all of which
 rights may be specifically enforced. 
 
 Section 8.03. Performance by Lender. 
 
     (a) Should Borrower fail to perform any covenant, duty or agreement
 contained herein or in any of the other Loan Documents, Lender may perform
 or attempt to perform such covenant, duty or agreement on behalf of
 Borrower. In such event, Borrower shall, at the request of Lender, promptly
 pay any amount reasonably expended by Lender in such performance or
 attempted performance to Lender at its principal office in Dallas, Texas,
 together with interest thereon, at the interest rate specified in the
 Debenture, from the date of such expenditure until paid. Notwithstanding
 the foregoing, it is expressly understood that Lender assumes no liability
 or responsibility for the performance of any duties of Borrower hereunder
 or under any of the other Loan Documents. 
 
 Section 8.04. Payment of Expenses Incurred by Lender. 
 
     (a) Upon the occurrence of a Default or an Event of Default, which
 occurrence is not cured within the notice provisions, if any, provided
 herein, Borrower agrees to pay and shall pay all costs and expenses
 (including Lender's attorney's fees and expenses) reasonably incurred by
 Lender in connection with the preservation and enforcement of Lender's
 rights under the Loan Agreement, the Debentures, or any other Loan
 Document. 
 
                ARTICLE IX - REGISTRATION RIGHTS
 
 Section 9.01. Demand For Registration. 
 
     (a) Subject to the Holder's right to convert the Debenture under the
 Loan Agreement, the Borrower hereby agrees to register, subject to the
 terms and conditions set forth herein, all or any portion of the
 Registrable Securities at any time it shall receive a written request from
 the Holders of at least fifty percent (50%) of the Registrable Securities
 Then Outstanding (or a lesser percent if the anticipated aggregate offering
 price, net of underwriting discounts and commissions, would exceed
 $1,000,000) that the Borrower file a registration statement under the 1933
 Act covering the registration of at least a majority of the Registrable
 Securities Then Outstanding. The Borrower shall, within 20 days of its
 receipt thereof, give written notice of such request to all Holders of
 record of Registrable Securities. The Holders of said Registrable
 Securities shall then have 15 days from the date of mailing of such notice
 by the Borrower to request that all or a portion of their respective
 Registrable Securities be included In said registration. The Borrower
 hereby agrees, subject to the limitations hereof, to use its best lawful
 efforts to effect as soon as reasonably possible, and in any event (if
 legally possible, and as allowed by the SEC, and if no factor outside the
 Borrower's reasonable control prevents it) within 150 days of the receipt
 of the initial written registration request, to effect the registration
 under the 1933 Act of all Registrable Securities which the Holders thereof
 (the "Initiating Holders") have requested. 
 
     (b) If the Initiating Holders intend to distribute the Registrable
 Securities covered by their request by means of an underwriting, they shall
 so advise the Borrower as a part of their request made pursuant to this
 Loan Agreement, and the Borrower shall include such information in the
 written notice to the other Holders of Registrable Securities referred to
 in Section 9.01(a). In such event, the right of any Holder to include
 his/her Registrable Securities in such registration shall be conditioned
 upon such Holder's participation in such underwriting and the inclusion of
 such Holder's Registrable Securities in the underwriting (unless otherwise
 mutually agreed by the Borrower, the underwriter, a majority in interest of
 the Initiating Holders and such Holder) is limited to the extent provided
 herein. All Holders proposing to distribute their securities through such
 underwriting shall (together with the Borrower as provided in Section
 9.03(e)) enter into an underwriting Agreement in customary form with the
 underwriter or underwriters selected for such underwriting by mutual
 agreement of the Borrower and a majority in interest of the Initiating
 Holders, which Agreement shall not be unreasonably withheld.
 Notwithstanding any other provision of this Section 9.01, if the
 underwriter advises the Initiating Holders and the Borrower in writing that
 marketing factors require a limitation of the number of shares to be
 underwritten, then the Initiating Holders shall so advise all Holders of
 Registrable Securities which would otherwise be underwritten pursuant
 hereto, and the number of shares of Registrable Securities that may be
 included in the underwriting shall be allocated on a pro rata basis among
 all Holders that have requested to participate in such registration. 
 
     (c) Borrower shall utilize Rule 144 if said exemption, in the
 Borrower's sole determination, meets its distribution requirements. 
 
     (d) Notwithstanding the foregoing, if the Borrower shall furnish to
 the Initiating Holders a certificate signed by the President of the
 Borrower stating that in the good faith judgment of the Board of Directors
 of the Borrower, it would be materially detrimental to the Borrower and its
 shareholders for such registration statement to be filed at that time, and
 it is therefore essential to defer the filing of such registration
 statement, the Borrower shall have the right to defer the commencement of
 such a filing for a period of not more than 180 days after receipt of the
 request of the Initiating Holders; provided, however, that at least 12
 months must elapse between any two such deferrals. 
 
 Section 9.02. "Piggy-Back" Registration. 
 
     If, but without any obligation to do so, the Borrower proposes to
 register any of its capital stock under the 1933 Act in connection with the
 public offering of such securities for its own account or for the account
 of its security holders, other than Holders of Registrable Securities
 pursuant hereto (a "Piggy-Back Registration Statement"), (except for (i) a
 registration relating solely to the sale of securities to participants in
 the Borrower's stock plans or employee benefit plans or (ii) a registration
 relating solely to an SEC Rule 145 transaction or any rule adopted by the
 SEC in substitution thereof or in amendment thereto), then: 
 
     (a) The Borrower shall give written notice of such determination to
 each Holder of Registrable Securities, and each such Holder shall have the
 right to request, by written notice given to the Borrower within 15 days of
 the date that such written notice was mailed by the Borrower to such
 Holder, that a specific number of Registrable Securities held by such
 Holder be included in the Piggy-Back Registration Statement (and related
 underwritten offering, if any); 
 
     (b) If the Piggy-Back Registration Statement relates to an
 underwritten offering, the notice given to each Holder shall specify the
 name or names of the managing underwriter or underwriters for such
 offering. In addition such notice shall also specify the number of
 securities to be registered for the account of the Borrower and for the
 account of its shareholders (other than the Holders of Registrable
 Securities), if any; 
 
     (c) If the Piggy-Back Registration Statement relates to an
 underwritten offering, each Holder of Registrable Securities to be included
 therein must agree 
 (I) to sell such Holder's Registrable Securities on the same basis as
 provided in the underwriting arrangement approved by the Borrower, and (ii)
 to timely complete and execute all questionnaires, powers of attorney,
 indemnities, hold-back agreements, underwriting agreements and other
 documents required under the terms of such underwriting arrangements or by
 the SEC or by any state securities regulatory body; 
 
     (d) If the managing underwriter or underwriters for the underwritten
 offering under the Piggy-Back Registration Statement determines that
 inclusion of all or any portion of the Registrable Securities in such
 offering would adversely affect the ability of the underwriters for such
 offering to sell all of the securities requested to be included for sale in
 such offering at the best price obtainable therefor, the aggregate number
 of Registrable Securities that may be sold by the Holders shall be
 increased to such number of Registrable Securities, if any, that the
 managing underwriter or underwriters determine may be included therein
 without such adverse effect as provided below. If the number of securities
 proposed to be sold in such underwritten offering exceeds the number of
 securities that may be sold in such offering, there shall be included in
 the offering, first, up to the maximum number of securities to be sold by
 the Borrower for its own account and for the account of other stockholders
 (other than Holders of Registrable Secunties), as they may agree among
 themselves, and second, as to the balance, if any, Registrable Securities
 requested to be included therein by the Holders thereof (pro rata as
 between such Holders based upon the number of Registrable Securities
 initially proposed to be registered by each), or in such other proportions
 as the managing underwriter or underwriters for the offering may require;
 provided, however, that in the event that the number of securities proposed
 to be sold in such underwritten offering exceeds the number of securities
 that may be sold in such offering pursuant to the terms and conditions set
 form above and the Piggy-Back Registration Statement is a result of public
 offering by the Borrower of its securities for its own account, there shall
 be included In the offering, first, up to the maximum number of securities
 to be sold by the Borrower for its own account and second, as to the
 balance, if any, securities to be sold for the account of the Borrower's
 stockholders (both the Holders of Registrable Securities request and such
 other stockholders of the Borrower requested to be included therein) on a
 pro rata basis; 
 
     (e) Holders of Registrable Securities shall have the right to
 withdraw their Registrable Securities from a Piggy-Back Registration
 Statement, but if the same relates to an underwritten offering, they may
 only do so during the time period and on the terms agreed upon among the
 underwriters for such underwritten offering and the Holders of Registrable
 Securities. 
 
 Section 9.03. Obligations of the Borrower.
 
     Whenever required to effect the registration of any Registrable
 Securities pursuant to this Loan Agreement, the Borrower shall, as
 expeditiously as reasonably possible: 
 
     (a) Prepare and file with the SEC a registration statement with
 respect to such Registrable Securities and use its best lawful efforts to
 cause such registration statement to become effective, and keep such
 registration statement effective until the sooner of all such Registrable
 Securities have been distributed, or until 120 days have elapsed since such
 registration statement became effective (subject to extension of this
 period as provided below); 
 
     (b) Prepare and file with the SEC such amendments and supplements to
 such registration statement and the prospectus used in connection with such
 registration statement as may be necessary to comply with the provisions of
 the 1933 Act with respect to the disposition of all securities covered by
 such registration statement, or 120 days have elapsed since such
 registration statement became effective (subject to the extension of this
 period as provided below); 
 
     (c) Furnish to the Holders such numbers of copies of a prospectus,
 including a preliminary prospectus, in conformity with the requirements of
 the 1933 Act, and such other documents as they may reasonably request in
 order to facilitate the disposition of Registrable Securities owned by
 them.
 
     (d) Use its best lawful efforts to register and qualify the
 securities covered by such registration statement under such other
 securities or Blue Sky laws of such jurisdictions as shall be reasonably
 requested by the Holders, provided that the Borrower shall not be required
 in connection therewith or as a condition thereto to qualify as a broker-
 dealer in any states or jurisdictions or to do business or to file a
 general consent to service of process in any such states or jurisdictions; 
 
     (e) In the event of any underwritten public offering, enter into and
 perform its obligations under an underwriting agreement with the managing
 underwriter of such offering, in usual and customary form reasonably
 satisfactory to the Borrower and the Holders of a majority of the
 Registrable Securities to be included in such offering. Each Holder
 participating in such underwriting shall also enter into and perform its
 obligations under such an agreement; 
 
     (f) Notify each Holder of Registrable Securities covered by such
 registration statement, at any time when a prospectus relating thereto and
 covered by such registration statement is required to be delivered under
 the 1933 Act, of the happening of any event as a result of which the
 prospectus included in such registration statement, as then in effect,
 includes an untrue statement of a material fact or omits to state a
 material fact required to be stated therein or necessary to make the
 statements therein not misleading in the light of the circumstances then
 existing; and 
 
     (g) In the event of the notification provided for in Section 9.03(f)
 above, the Borrower shall use its best efforts to prepare and file with the
 SEC (and to provide copies thereof to the Holders) as soon as reasonably
 possible an amended prospectus complying with the 1933 Act, and the period
 during which the prospectus referred to in the notice provided for in
 Section 9.03(f) above cannot be used and the time period prior to the use
 of the amended prospectus referred to in this Section 9.03(g) shall not be
 counted in the 120 day period of this Section 9.03. 
 
 Section 9.04. Furnish Information. 
 
     (a) It shall be a condition precedent to the obligations of the
 Borrower to take any action pursuant to this Article IX that the selling
 Holders shall furnish to the Borrower any and all information reasonably
 requested by the Borrower, its officers, directors, employees, counsel,
 agents or representatives, the underwriter or underwriters, if any, and the
 SEC or any other Governmental Authority, including but not limited to: (I)
 such information regarding themselves, the Registrable Securities held by
 them, and the intended method of disposition of such securities, as shall
 be required to effect the registration of their Registrable Securities, and
 (ii) the identity of and compensation to be paid to any proposed
 underwriter or broker-dealer to be employed in connection therewith. 
 
 Section 9.05. Expenses of Demand Registration. 
 
     Except as set forth below, all expenses, other than underwriting
 discounts and commissions incurred in connection with not more than two
 demand registrations pursuant to Section 9.01 above, including, without
 limitation, all registration, filing and qualification fees, printers' and
 accounting fees, fees and disbursements of counsel for the Borrower, and
 the reasonable fees and disbursements of one counsel for the selling
 Holders, shall be borne by the Borrower; provided, however, that the
 Borrower shall not be required to pay for any expenses of any registration
 proceeding which was commenced prior to July 12, 1998, pursuant to Section
 9.01, or if the registration request is subsequently withdrawn at the
 written request of the Holders of the majority of the Registrable
 Securities subject to such registration. 
 
 Section 9.06. Expenses of Piggy-Back Registration. 
 
     Each Holder shall bear and pay all commissions and discounts
 attributable to the inclusion of such Holder's Registrable Securities in
 any registration, filing or qualification of Registrable Securities
 pursuant to Section 9.02 and the reasonable fees and disbursements of the
 counsel for the selling Holders. 
 
 Section 9.07. Indemnification Regarding Registration Rights. 
 
     If any Registrable Securities are included in a registration
 statement under this Article IX: 
 
     (a) To the extent permitted by law, the Borrower will indemnify and
 hold harmless each Holder, the officers and directors of each Holder, any
 underwriter (as defined in the 1933 Act) for such Holder and each person,
 if any, who controls such Holder or underwriter within the meaning of the
 1933 Act or the 1934 Act, against any losses, claims, damages, liabilities
 (joint or several) or any legal or other costs and expenses reasonably
 incurred by them in connection with investigating or defending any such
 loss, claim, damage, liability or action to which they may become subject
 under the 1933 Act, the 1934 Act or other federal or state law, insofar as
 such losses, claims, damages, costs, expenses or liabilities (or actions in
 respect thereof) arise out of or are based upon any of the following
 statements, omissions or violations (collectively a "Violation"): (I) any
 untrue statement or alleged untrue statement of a material fact with
 respect to the Borrower or its securities contained in such registration
 statement, including any preliminary prospectus or final prospectus
 contained therein or any amendments or supplements therein; (ii) the
 omission or alleged omission to state therein a material fact with respect
 to the Borrower or its securities required to be stated therein or
 necessary to make the statements therein not misleading; or (iii) any
 violation or alleged violation by the Borrower of the 1933 Act, the 1934
 Act, any federal or state securities law or any rule or regulation
 promulgated under the 1933 Act, the 1934 Act or any state securities law.
 Notwithstanding the foregoing, the indemnity agreement contained in this
 Section 9.07(a) shall not apply and the Borrower shall not be liable (I) in
 any such case for any such loss, claim, damage, costs, expenses, liability
 or action to the extent that it arises out of or is based upon a violation
 which occurs in reliance upon and in conformity with written information
 furnished expressly for use in connection with such registration by any
 such Holder, underwriter or controlling person, or (ii) for amounts paid in
 settlement of any such loss, claim, damage, liability or action if such
 settlement is effected without the prior written consent of the Borrower,
 which consent shall not be unreasonably withheld. 
 
     (b) To the extent permitted by law, each Holder who participates in a
 registration pursuant to the terms and conditions of this Loan Agreement
 shall indemnify and hold harmless the Borrower, each of its directors and
 officers who have signed the registration statement, each Person, if any,
 who controls the Borrower within the meaning of the 1933 Act or the 1934
 Act, each of the Borrower's employees, agents, counsel and representatives,
 any underwriter and any other Holder selling securities in such
 registration statement, or any of its directors or officers, or any person
 who controls such Holder, against any losses, claims, damages, costs,
 expenses, liabilities (joint or several) to which the Borrower or any such
 director, officer, controlling person employee, agent, representative,
 underwriter, or other such Holder, or director, officer or controlling
 person thereof, may become subject, under the 1933 Act, the 1934 Act or
 other federal or state law, only insofar as such losses, claims, damages,
 costs, expenses or liabilities or actions in respect thereto arise out of
 or are based upon any Violation, in each case to the extent and only to the
 extent that such Violation occurs in reliance upon and in conformity with
 written information furnished by such Holder expressly for use in
 connection with such. Each such Holder will indemnify any legal or other
 expenses reasonably incurred by the Borrower or any such director, officer,
 employee, agent representative, controlling person, underwriter or other
 Holder, or officer, director or of any controlling person thereof, in
 connection with investigating or defending any such loss, claim, damage,
 liability or action; provided, however, that the indemnity Agreement
 contained in this Section 9.07(b) shall not apply to amounts paid in
 settlement of any such loss, claim, damage, costs, expenses, liability or
 action if such settlement is effected without the prior written consent of
 the Holder, which consent shall not be unreasonably withheld. 
 
     (c) Promptly after receipt by an indemnified party under this Section
 9.07 of notice of the commencement of any action (including any
 governmental action), such indemnified party will, if a claim in respect
 thereof is to be made against any indemnifying party under this Section
 9.07, deliver to the indemnifying party a written notice of the
 commencement thereof and the indemnifying party shall have the right to
 participate in, and, to the extent the indemnifying party so desires,
 jointly with any other indemnifying party similarly noticed, to assure the
 defense thereof with counsel mutually satisfactory to the parties;
 provided, however, that an indemnified party shall have the right to retain
 its own counsel, with the reasonable fees and expenses of such counsel to
 be paid by the indemnifying party, if representation of such indemnified
 party by the counsel retained by the indemnifying party would be
 inappropriate due to actual or potential conflict of interests between such
 indemnified party and any other party represented by such counsel in such
 proceeding. The failure to deliver written notice to the indemnifying party
 within a reasonable time of the commencement of any such action shall not
 relieve the indemnifying party of its obligations under this Section 9.07,
 except to the extent that the failure results in a failure of actual notice
 to the indemnifying patty and such indemnifying party is materially
 prejudiced in its ability to defend such action solely as a result of the
 failure to give such notice. 
 
     (d) If the indemnification provided for in this Section 9.07 is
 unavailable to an indemnified party under this Section in respect of any
 losses, claims, damages, costs, expenses, liabilities or actions referred
 to herein, then each indemnifying party, in lieu of indemnifying such
 indemnified party, shall contribute to the amount paid or payable by such
 indemnified party as a result of such losses, claims, damages, costs,
 expenses, liabilities or actions in such proportion as is appropriate to
 reflect the relative fault of the Borrower, on the one hand and of the
 Holder, on the other, in connection with the Violation that resulted in
 such losses, claims, damages, costs, expenses, liabilities or actions. The
 relative fault of the Borrower, on the one hand, and of the Holder, on the
 other, shall be determined by reference to, among other things, whether the
 untrue or alleged untrue statement of the material fact or the omission to
 state a material fact relates to information supplied by the Borrower or by
 the Holder, and the parties' relative intent, knowledge, access to
 information and opportunity to correct or prevent such statement or
 omission. 
 
     (e) The Borrower, on the one hand, and the Holders, on the other
 hand, agree that it would not be just and equitable if contribution
 pursuant to this Section 9.07 were determined by a pro rata allocation or
 by any other method of allocation which does not take account of the
 equitable considerations referred to in the immediately preceding
 paragraph. The amount paid or payable by an indemnified party as a result
 of losses, chains, damages, costs, expenses, liabilities and actions
 referred to in the immediately preceding paragraph shall be deemed to
 include, subject to the limitations set forth above, any reasonable legal
 or other expenses incurred by such indemnified party in connection with
 defending any such action or claim. Notwithstanding the provisions of this
 Section 9.07, neither the Borrower nor the Holders shall be required to
 contribute any amount in excess of the amount by which the total price at
 which the securities were offered to the public exceeds the amount of any
 damages which the Borrower or each such Holder has otherwise been required
 to pay by reason of such Violation. No person guilty of fraudulent
 misrepresentations (within the meaning of Section 11(f) of the 1933 Act)
 shall be entitled to contribution from any person who is not guilty of such
 fraudulent misrepresentation. 
 
 Section 9.08. Reports Under the 1934 Act. 
 
     So long as the Borrower has a class of securities registered pursuant
 to Section 12 of the 1934 Act, with a view to making available to the
 Holders the benefits of Rule 144 promulgated under the 1933 Act ("Rule
 144") and any other rule or regulation of the SEC that may at any time
 permit a Holder to sell securities of the Borrower to the public without
 registration or pursuant to a registration on Form S-3, if applicable, the
 Borrower agrees to use its best lawful efforts to: 
 
     (a) Make and keep public information available, as those terms are
 understood and defined in SEC Rule 144, at all times; 
 
     (b) File with the SEC in a timely manner all reports and other
 documents required of the Borrower under the 1933 Act and the 1934 Act; 
 
     (c) Use its best efforts to include all Common Stock covered by such
 registration statement on NASDAQ if the Common Stock is then quoted on
 NASDAQ; or list any Common Stock covered by such registration statement on
 such securities exchange on which any of the Common Stock is then listed;
 or, if the Common Stock is not then quoted on NASDAQ or listed on any
 national securities exchange, use its best efforts to have such Common
 Stock covered by such registration statement quoted on NASDAQ or, at the
 option of the Borrower, listed on a national securities exchange; and 
 
     (d) Furnish to any Holder, so long as the Holder owns any Registrable
 Securities, forthwith upon request a copy of the most recent annual or
 quarterly report of the Borrower and such other SEC reports and documents
 so filed by the Borrower, and (ii) such other information (but not any
 opinion of counsel) as may be reasonably requested by any Holder seeking to
 avail himself of any rule or regulation of the SEC which permits the
 selling of any such securities without registration or pursuant to such
 form. 
 
 Section 9.09. Assignment of Registration Rights. 
 
     (a) Subject to the terms and conditions of the Loan Agreement and the
 Debentures, the right to cause the Borrower to register Registrable
 Securities pursuant to this Loan Agreement may be assigned by Holder to any
 transferee or assignee of such securities; provided that said transferee or
 assignee is a transferee or assignee of at least ten percent (10%) of the
 Registrable Securities and provided that the Borrower is, within a
 reasonable time after such transfer, furnished with written notice of the
 name and address of such transferee or assignee and the securities with
 respect to which such registration rights are being assigned; and provided,
 further, that such assignment shall be effective only if immediately
 following such transfer the further disposition of such securities by the
 transferee or assignee is restricted under the 1933 Act; it being the
 intention that so long as Holder holds any Registrable Securities
 hereunder, either Holder or its transferee or assignee of at least ten
 percent may exercise the demand right to registration and piggy-back
 registration rights hereunder. Other than as set forth above, the parties
 hereto hereby agree that the registration rights hereunder shall not be
 transferable or assigned and any contemplated transfer or assignment in
 contravention of this Loan Agreement shall be deemed null and void and of
 no effect whatsoever. 
 
 Section 9.10. Other Matters. 
 
     (a) Each Holder of Registrable Securities hereby agrees by
 acquisition of such Registrable Securities that, with respect to each
 offering of the Registrable Securities, whether each Holder is offering
 such Registrable Securities in an underwritten or non-underwritten
 offering, such Holder will comply with Rules 10b-2, 10b-6 and 10b-7 of the
 1934 Act and such other or additional anti-manipulation rules then in
 effect until such offering has been completed, and in respect of any non-
 underwritten offering, in writing will inform the Borrower, any other
 Holders who are selling shareholders, and any national securities exchange
 upon which the securities of the Borrower are listed, that the Registrable
 Securities have been sold and will, upon the Borrower's request, furnish
 the distribution list of the Registrable Securities. In addition, upon the
 request of the Borrower, each Holder will supply the Borrower with such
 documents and information as the Borrower may reasonably request with
 respect to the subject matter set forth and described in this Section 9.10.
 
     (b) Each Holder of Registrable Securities hereby agrees by
 acquisition of such Registrable Securities that, upon receipt of any notice
 from the Borrower of the happening of any event which makes any statement
 made in the registration statement, the prospectus or any document
 incorporated therein by reference, untrue in any material respect or which
 requires the making of any changes in the registration statement, the
 prospectus or any document incorporated therein by reference, in order to
 make the statements therein not misleading in any material respect, such
 Holder shall forthwith discontinue disposition of Registrable Securities
 under the prospectus related to the applicable registration statement until
 such Holder's receipt of the copies of the supplemented or amended
 prospectus, or until it is advised in writing by the Borrower that the use
 of the prospectus may be resumed, and has received copies of any additional
 or supplemental filings which are incorporated by reference in the
 prospectus. 
 
     (c) The Borrower hereby agrees not to effect any public sale or other
 distribution of its equity securities, or any securities convertible into
 or exchangeable or exercisable for such equity securities, during the
 period commencing on the 7th day prior to, and ending on the 120th day
 (subject to extension as provided in Section 9.03 hereof) following the
 effective date of any underwritten demand registration, other than pursuant
 to Form S-8.  
 
 Section 9.11 Termination of Rights. 
 
     (a) The Holders' right to demand registration and to participate in a
 Piggy-Back Registration, as granted to Holders under this Article IX, shall
 terminate on June 30, 2006, or after the Holder has exercised two demand
 registration rights at the expense of the Borrower as provided in Article
 IX of this Loan Agreement, whichever is first to occur. 
 
       ARTICLE X - DIRECTORS AND BOARD MEETING ATTENDANCE
 
 Section 10.01. Board Representation or Attendance by Lender Designee. 
 
     (a) Borrower herewith agrees that Lender shall have the right from
 time to time, at Lender's option and so long as there is $100,000 face
 value of Debentures that have not been fully converted or redeemed, to
 designate a nominee to the Board of Directors of the Borrower, which
 designee is subject to the written approval of Borrower which approval
 shall not be unreasonably withheld. Borrower will, at all times, use its
 reasonable best efforts to secure the election of such designee as a
 Director of the Borrower, provided that such designee may, at his or her
 option, elect to serve only as an "Advisory Director" with all the rights
 of the Directors in regards to notice and attendance at meetings of the
 Board of Directors, or committees thereof, but without voting rights. All
 reasonable costs and expenses incurred by such Designee as a Director or
 Advisory Director, or by Lender on behalf of such Designee, shall be
 reimbursed by Borrower, consistent with payment policies accorded to other
 independent directors. 
 
     (b) Further, though Lender may waive, from time to time, its right to
 require a Board Designee, in such event it shall be entitled, at its own
 expense, to have a representative of the Lender attend meetings of the
 Board of Directors of the Borrower or of its Subsidiaries and such
 representative may serve as an observer but without voice in matters under
 discussion except as requested. 
 
     (c) Any such Designee or representative of the Lender shall, if
 requested to do so, absent himself or herself from the meeting in the event
 of, and so long as, the Directors are considering and acting on matters
 pertaining to any rights or obligations of the Borrower or the Lender under
 the Loan Agreement, the Debenture, or the other Loan Documents. Borrower
 may provide Lender's designated representative with the same notice of
 Board meetings and information as the Borrower shall provide to its duly
 elected Directors. 
 
 Section 10.02. Borrower's Right to Request Lender to Provide an Advisor and
 a Director Nominee. 
 
     (a) Lender herewith agrees that, so long as no Default or Event of
 Default exists under the Loan Agreement and so long as the Debentures have
 not been fully converted or redeemed, Lender will, at the written request
 of Borrower, use its reasonable best efforts to provide, from time to time,
 a person or persons, reasonably believed knowledgeable in investor
 relations, such person or persons to be available to consult with, and
 serve as advisor to, the Borrower about its communications with its
 shareholders and with the general investment public. Further, if requested
 by Borrower, at least one such person will be available to serve as a
 nominee to the Board of Directors of the Borrower provided that such
 nominee may, at his or her option, elect to serve only as an "Advisory
 Director" with all the rights of the Directors in regards to notice and
 attendance at meetings of the Board of Directors, or committees thereof,
 but without voting rights. All reasonable costs and expenses incurred by
 such person or persons, or by Lender on behalf of such persons, shall be
 reimbursed by Borrower, consistent with payment policies accorded to other
 independent directors. 
 
 Section 10.03. Limitation of Authority of Persons Designated as a Director
 Nominee. 
 
     (a) It is provided and agreed that the actions and advice of any
 person while serving pursuant to Section 10.01 or 10.02 as an advisor to
 the Borrower or as a member of Borrower's Board of Directors, or while
 serving solely as a representative of Lender in attendance at meetings of
 the Board of Directors, shall be construed to be the actions and advice of
 that person alone and not be construed as actions of the Lender as to any
 notice of requirements or rights of Lender under this Loan Agreement, the
 Debenture or the other Loan Documents; nor as actions of the Lender to
 approve modifications, consents, amendments or waivers thereof; and all
 such actions or notices shall be deemed actions or notices of the Lender
 only when duly provided in writing and given in accordance with the
 provisions of this Loan Agreement. 
 
 Section 10.04. Nonliability of Lender. 
 
     (a) The provisions of Section 10.01 and 10.02 notwithstanding, the
 relationship between Borrower and Lender is, and shall at all times remain,
 solely that of borrower and lender, and except for the Agreement to use its
 best efforts to provide a knowledgeable advisor (whose actions and advice
 shall be deemed to be solely advised by such person in an individual
 capacity and not advice by Lender), Lender neither undertakes nor assumes
 any responsibility or duty to the Borrower to review, inspect, supervise,
 pass judgment upon, or inform Borrower of any matter in connection with any
 phase of Borrower's business, operations, or condition, financial or
 otherwise. Borrower shall rely entirely upon its own judgment with respect
 to such matters, and any review, inspection, supervision, exercise of
 judgment, or information supplied to Borrower by Lender, or any
 representative or agent of Lender, in connection with any such matter is
 for the protection of Lender, and neither Borrower nor any third party is
 entitled to rely thereon. 
 
         ARTICLE XI AGENCY AND INTER LENDER PROVISIONS
 
 Section 11.01. Lenders' Representations and Warranties to Other Lenders
 
     Each Lender represents and warrant to the other Lender and the Agent: 
 
     (a) It is legal for it to make its portion of the Loan, and the
 making of such portion of the Loan complies with laws applicable to it; 
 
     (b) It has made, without reliance upon any other Lender, its own
 independent review (including any desired investigations and inspections)
 of, and it accepts and approves, the loan, the Loan Agreement and the
 associated documents and all other matters and information which it deems
 pertinent. It acknowledges that the Loan Documents are a complete statement
 of all understandings and respective rights and obligations between and
 among Lenders and Borrowers regarding the Loan.
 
     (c) No Lender has made any express or implied representation or
 warranty to any other Lender with respect to this transaction. 
 
     (d) It will, independently and without reliance upon any other
 Lender, and based upon such documents and information as it shall deem
 appropriate at the time, continue to make its own credit analysis,
 appraisals and decisions in taking or not taking action under this
 Agreement, and will make such investigation as it deems necessary to inform
 itself as to the Loan, the Loan Document, the Borrower and any collateral;
 provided, however, nothing contained in this Section shall limit Agent's
 obligation to provide the other Lenders with the information and documents
 Agent is expressly required to deliver under this Agreement. 
 
     (e) The relationship of Lender is, and shall at all times remain,
 solely that of a lender of its respective Loan portion. Lenders are not
 partners or joint venturer in connection with the Loan. 
 
 Section 11.02. Waiver of Loan Provisions or Interest or Principal Payments
 
     (a) So long as Renaissance III and Renaissance PLC each have not sold
 or assigned any of the debentures issued to such Lender pursuant to this
 Loan Agreement, consent of both Renaissance III and Renaissance PLC will be
 required for the waiver of principal or interest payment and any
 alterations thereto. 
 
     (b) If either Renaissance III and Renaissance PLC disposes of any
 part of their Debentures, a waiver of an interest or principal payment and
 any alterations thereto will require the consent of the holders of a
 majority by dollar amount of the then outstanding Debentures issued
 pursuant to this Loan Agreement. 
 
 Section 11.03. Agency
 
     (a) Renaissance III and Renaissance PLC hereby designates and
 appoints Renaissance Capital Group, Inc. ("Renaissance Group") as its Agent
 under this Agreement and authorizes the Agent to take such action on its
 behalf under the provisions of this Agreement and the other Loan Documents
 and to exercise such powers as are set forth herein or therein, together
 with such other powers as are reasonable incidental thereto. In performing
 its functions and duties under this Agreement, the Agent shall act solely
 as agent of the Lenders and does not assume and shall not be deemed to have
 assumed any obligation toward or relationship of agency or trust with or
 for any of the Borrowers. The Agent may perform any of its duties under
 this Agreement, or under the other Loan Documents, by or through its agents
 or employees. 
 
     (b) The Agent shall have no duties or responsibilities except those
 expressly set forth in this Agreement or in the other Loan Documents.
 Except as expressly provided herein, the duties of the Agent shall be
 mechanical and administrative in nature. The Agent shall have and may use
 its sole discretion with respect to exercising or refraining from taking
 any actions which the Agent is expressly entitled to take or assert under
 this Agreement and the other Loan Documents. The Agent shall not have by
 reason of this Agreement a fiduciary relationship in respect of any Lender.
 Nothing in this Agreement or any of the other Loan Documents, express or
 implied, is intended to or shall be construed to impose upon the Agent any
 obligations in respect of this Agreement or any of the other Loan Documents
 except as expressly set forth herein or therein. If the Agent seeks the
 consent or approval of the Majority in Interest to the taking or refraining
 from taking any action hereunder, the Agent shall send notice thereof to
 each Lender. The Agent shall promptly notify each Lender any time that the
 Majority in Interest have instructed the Agent to act or refrain from
 acting pursuant hereto. The Agent may employ agents, co-agents and
 attorneys-in-fact and shall not be responsible to the Lenders or the
 Borrower, except as to money or securities received by it or its authorized
 agents, for the negligence or misconduct of any such agents or attorneys
 fact selected by it with reasonable care. 
 
     (c) Neither the Agent nor any of its officers, directors, employees
 or agents shall be liable to any Lender for any action taken or omitted by
 it or any of them under this Agreement or under any of the other Loan
 Documents, or in connection herewith or therewith, except that no Person
 shall be relieved of any liability imposed by law, intentional tort or
 gross negligence. The Agent shall not be responsible to any Lender for any
 recitals, segments, representations or warranties contained in this
 Agreement or for the execution, effectiveness, genuiness, validity,
 enforceability, collectibility, or sufficiency of this Agreement or any of
 the other Loan Documents or any of the transactions contemplated thereby,
 or for the financial condition of any of the Borrowers. The Agent shall not
 be required to make any inquiry concerning either the performance or
 observance of any of the terms, provisions or conditions of this Agreement
 or any of the other Loan Documents or the financial condition of any of the
 Borrowers, or the existence or possible existence of any Default or Event
 of Default. Agent shall give Lender notice of any Default or Event of
 Default of which Agent has actual notice. The Agent may at any time request
 instructions from the Lenders with respect to any actions or approvals
 which by the terms of this Agreement or of any of the other Loan Documents
 the Agent is permitted or required to take or to grant, and if such
 instructions are promptly requested, the Agent shall be absolutely entitled
 to refrain from taking any action or to withhold any approval and shall not
 be under any liability whatsoever to any Person for remaining from any
 action or withholding any approval under any of the Loan Documents until it
 shall have received such instructions from the Majority in Interest.
 Without limiting the foregoing, no Lender shall have any right of action
 whatsoever against the Agent as a result of the Agent acting or retraining
 from acting under this Agreement or any of the other Loan Documents in
 accordance with the instructions of the Majority in Interest. 
 
     (d) The Agent shall be entitled to rely upon any written notices,
 statements, certificates, orders or other documents or any telephone
 message believed by it in good faith to be genuine and correct and to have
 been signed, sent or made by the proper Person, and with respect to all
 matters pertaining to this Agreement or any of the other Loan Documents and
 its duties hereunder or thereunder, upon advice of counsel selected by it. 
 
     (e) To the extent the Agent is not reimbursed and indemnified by the
 Borrowers, the Lenders will reimburse and indemnify the Agent for and
 against any and all liabilities, obligations, losses, damages, penalties,
 actions, judgments, suits, costs, expenses, advances or disbursements of
 any kind or nature whatsoever which may be imposed on, incurred by or
 asserted against the Agent in any way relating to or arising out of this
 Agreement or any of the other Loan Documents or any action taken or omitted
 by the Agent under this Agreement or any of the other Loan Documents, in
 proportion to each Lender's pro rata share. The obligations of the Lenders
 under this indemnification provision shall survive the payment of the Loans
 and the termination of this Agreement. 
 
     (f)(I) The Agent is hereby authorized by each of the Borrowers and
 the Lenders, from time to time, before or after the occurrence of an Event
 of Default, to make such disbursements and ativances ("Agent Advances")
 pursuant to this Agreement and the other Loan Documents which the Agent, in
 its sole discretion, deems necessary or desirable to preserve or protect
 the collateral, or any portion thereof, in order to enhance the likelihood
 of, or maximize the amount of, repayment by the Borrowers, or any guarantor
 or other Person, of the Loans and other Obligations or to pay any other
 amount chargeable to any of the Borrowers pursuant to the terms of this
 Agreement, including, without limitation, costs, fees and expenses. The
 Agent Advances shall be repayable on demand and be secured by the
 collateral. 
 
          (ii) The Loan will initially be unsecured; however, the Lenders
 hereby irrevocably authorize the Agent, at its option and in its
 discretion, to release any Lien granted to or held by the Agent for the
 benefit of the secured creditors, upon any collateral (i) upon termination
 or of the commitments and payments and satisfaction of all Loans, (whether
 or not due) and all other Obligations which have matured and which the
 Agent has been notified in writing are then due and payable, (ii)
 constituting property being sold or disposed of if the applicable Borrower
 certifies to the Agent that the sale or disposition is made in compliance
 with this Agreement (and the Agent shall rely conclusively on any such
 certificate, without further inquiry); 
 
          (iii) constituting property in which none of the Borrowers
 owned any interest at the time the Lien was granted or at any time
 thereafter; (iv) constituting property leased to any of the Borrowers under
 a lease which has expired or been terminated in a transaction permitted
 under this Agreement or which will expire imminently and which has not
 been, and is not intended by such Borrower to be, renewed or extended; or
 (v) if approved, authorized or ratified in writing by the Majority in
 Interest. Upon request by the Agent or each of the Borrowers at any time,
 the Lenders will confirm in writing the Agent's authority to release any
 Lien granted or held by the Agent, for the benefit of the secured
 creditors, upon particular types or items of collateral pursuant to this
 section. 
 
     (iii) So long as no Event of Default has occurred and is then
 continuing, upon receipt by the Agent of confirmation from the Majority In
 Interest of its authority to release any Lien granted to or held by the
 Agent, for the benefit of the secured creditors, upon particular types or
 items of collateral, and upon at least five (5) business days prior written
 request by each of the Borrowers, the Agent shall (and is hereby
 irrevocable authorized by the Lenders to) execute such documents as may be
 necessary to evidence the release of the Liens granted to the Agent, for
 the benefit of the secured creditors, herein or pursuant hereto upon such
 collateral; provident, however, that (i) the Agent shall not be required to
 execute any such document on terms which, in the Agent's opinion, would
 expose the Agent to liability or create any obligation or entail any
 consequence other than the release shall not in any manner discharge,
 affect or impair the Obligations or any Liens other than those expressly
 being released, upon (or obligations of any of the Borrowers in respect of)
 all interests retained by any Borrower, including (without limitation) the
 proceeds of any sale, all of which shall continue to constitute part of the
 collateral. 
 
     (iv) The Agent shall have no obligation whatsoever to any Lender to
 assure the collateral exists or is owned by any Borrower or is cared for,
 protected or insured or has been encumbered or that the Liens granted to
 the Agent, for the benefit of the secured creditors, herein or pursuant
 hereto have been properly or sufficiently or lawfullyy created, perfect,
 protected or enforced or are entitled to any particular priority, or to
 exercise at all or any particular manner or under any duty or care,
 disclosure or fidelity, or to continue exercising, any of the rights,
 authorities and powers granted or available to the pursuant to this section
 or pursuant to any of the Loan Documents, it being understood and agreed
 that in respect of the collateral, or any act, omission or event related
 thereto, the Agent may act in any manner it may deem appropriate, in its
 sole discretion, given the Agent's own interest in the collateral in its
 capacity as one of the Lenders and that the Agent shall have no duty or
 liability whatsoever to any Lender as to any of the foregoing. 
 
                  ARTICLE XII - MISCELLANEOUS
 
 Section 12.01. Strict Compliance. 
 
     (a) Any waiver by Lender of any breach or any term or condition of
 this Loan Agreement or the other Loan Documents shall not be deemed a
 waiver of any other breach, nor shall any failure to enforce any provision
 of this Loan Agreement or the other Loan Documents operate as a waiver of
 such provision or of any other provision, nor constitute nor be deemed a
 waiver or release of the Borrower for anything arising out of, connect with
 or based upon this Loan Agreement or the other Loan Documents. 
 
 Section 12.02. Waivers and Modifications. 
 
     (a) Any modifications, consents, amendments or waivers (herein
 "Waivers") of any provision of this Loan Agreement, the Debentures or any
 other Loan Documents, and any consent to departure therefrom, shall be
 effective only if the same shall be in writing by Lender and then shall be
 effective only in the specific instance and for the purpose for which
 given. No notice or demand given in any case shall constitute a waiver of
 the right to take other action in the same, similar or other instances
 without such notice or demand. No failure to exercise, and no delay in
 exercising, on the part of Lender, any right hereunder shall operate as a
 waiver thereof, nor shall any single or partial exercise thereof preclude
 any other or further exercise thereof or the exercise of any other right.
 The rights of Lender hereunder and under the other Loan Documents shall be
 in addition to all other rights provided by law. 
 
 Section 12.03. Notices. 
 
     (a) Any notices or other communications required or permitted to be
 given by this Loan Agreement or any other documents and instruments
 referred to herein must be (i) given in writing and personally delivered,
 mailed by prepaid certified, registered mail or sent by overnight service
 such as Federal Express, or (ii) made by telex or facsimile transmission
 delivered or transmitted to the party to whom such notice or communication
 is direct, with confirmation thereupon given in writing and personally
 delivered or mailed by prepaid certified or registered mail. 
 
     (b) Any notice to be mailed, sent or personally delivered shall be
 mailed or delivered to the principal offices of the party to whom such
 notice is addressed, as that address is specified herein on the signature
 page hereof.  Any such notice or other communication shall be deemed to
 have been given (whether actually received or not) on the day it is mailed,
 postage prepaid, or sent by overnight service or personally delivered or,
 if transmitted by telex or facsimile transmission, on the day that such
 notice is transmitted; provided, however, that any notice by telex or
 facsimile transmission, received by any Borrower or Lender after 4:00 p.m.,
 Standard Time at the recipient's address, on any day, shall be deemed to
 have been given on the next succeeding day. Any party may change its
 address for purposes of this Loan Agreement by mailing notice of such
 change to the other parties pursuant to this Section 12.03. 
 
 Section 12.04. Choice of Forum; Consent to Service of Process and
 Jurisdiction. 
 
     (a) Any suit, action or proceeding against the Borrower with respect
 to this Loan Agreement, the Debentures or any judgment entered by any court
 in respect thereof, may be brought in the courts of the State of Texas,
 County of Dallas, or in the United States courts located in the State of
 Texas as in its sole discretion may elect, and Borrower hereby submits to
 the nonexclusive jurisdiction of such courts for the purpose of any such
 suit, action or proceeding. Borrower hereby agrees that service of all
 suits, process and summonses in any such suit, action or proceeding brought
 in the State of Texas may be brought upon, and Borrower hereby irrevocably
 appoints, the CT Corporation, Dallas, Texas, as its true and lawful
 attorneys in fact in the name, place and stead of Borrower to accept such
 service of any and all such writs, process and summonses. Borrower hereby
 irrevocably waives any objections which it may now or hereafter have to the
 laying of venue of any suit, action or proceeding arising out of or
 relating to this Loan Agreement or any Debenture brought in the courts
 located in the State of Texas, County of Dallas, and hereby further
 irrevocably waives any claim that any such suit, action or proceeding
 brought in any such court has been brought in any inconvenient forum. 
 
 Section 12.05. Arbitration
 
     (a) Upon the demand of the Lender or Borrower (collectively the
 "parties"), made before the institution of any judicial proceeding or not
 more than 60 days after service of a complaint, third party complaint,
 crossclaim or counterclaim or any answer thereto or any amendment to any of
 the above, any Dispute (as defined below) shall be resolved by binding
 arbitration in accordance with the terms of this arbitration clause. A
 "Dispute" shall include any action, dispute, claim, or controversy of any
 kind, whether founded in contract, tort, statutory or common law, equity,
 or otherwise, now existing or hereafter occurring between the parties
 arising out of, pertaining to or in connection with this Agreement, any
 document evidencing, creating, governing, or securing any indebtedness
 guaranteed pursuant to the terms hereof, or any related Agreements,
 documents, or instruments (the "Documents"). The parties understand that by
 this Agreement they have decided that the Disputes may be submitted to
 arbitration rather that being decided through litigation in court before a
 judge or jury and that once decided by an arbitrator the claims involved
 cannot later be brought, filed, or pursued in court. If Borrower shall fail
 to pay (or shall state in writing an intention not to pay or its inability
 to pay), not later than ten (10) days after the due date, any installment
 of interest on or principal of, any Debenture or any fee, expense or other
 payment required hereunder, Lender may, at its sole option, enforce its
 rights outside the arbitration provision found in this Section 12.05 or any
 Debenture. 
 
     (b) Arbitrations conducted pursuant to this Agreement, including
 selection of arbitrators, shall be administered by the American Arbitration
 Association ("Administrator") pursuant to the Commercial Arbitration rules
 of the Administrator. Arbitrations conducted pursuant to the terms hereof
 shall be governed by the provisions of the Federal Arbitration Act (Title 9
 of the United States Code), and to the extent the foregoing are
 inapplicable, unenforceable or invalid, the laws of the State of Texas.
 Judgment upon any award rendered hereunder may be entered in any court
 having jurisdiction; provided, however, that nothing contained herein shall
 be deemed to be a waiver by any party that is a bank of the protections
 afforded to it under 12 U.S.C. 91 or similar governing state law. Any party
 who fails to submit to binding arbitration following a lawful demand by the
 opposing patty shall bear all costs and expenses, including reasonable
 attorney's fees, incurred by the opposing party in compelling arbitration
 of any Dispute. 
 
     (c) No provision of, nor the exercise of any rights under, this
 arbitration clause shall limit the right of any party to (i) foreclose
 against any real or personal property collateral or other security, (ii)
 exercise self-help remedies (including repossession and setoff rights) or
 (iii) obtain provisional or ancillary remedies such as injunctive relief,
 sequestration, attachment, replevin, garnishment, or the appointment of a
 receiver from a court having jurisdiction. Such rights can be exercised at
 any time except to the extent such action is contrary to a final award or
 decision in any arbitration proceeding. The institution and maintenance of
 an action as described above shall not constitute a waiver of the right of
 any party, including the plaintiff, to submit the Dispute to arbitration,
 nor render inapplicable the compulsory arbitration provisions hereof. Any
 claim or Dispute related to exercise of any self-help, auxiliary or other
 exercise of rights under this section shall be a Dispute hereunder. 
 
     (d) Arbitrator(s) shall resolve all Disputes in accordance with the
 applicable substantive law of the State of Texas. Arbitrator(s) may make an
 award of attorneys' fees and expenses if permitted by law or the Agreement
 of the parties. All statutes of limitation applicable to any Dispute shall
 apply to any proceeding in accordance with this arbitration clause. Any
 arbitrator selected to act as the only arbitrator in a Dispute shall be
 required to be a practicing attorney with not less than 5 years practice in
 comthercial law in the State of Texas. With respect to a Dispute in which
 the claims or amounts in controversy do not exceed five hundred thousand
 dollars ($500,000), a single arbitrator shall be chosen and shall resolve
 the Dispute. In such case the arbitrator shall have authority to render an
 award up to but not to exceed five hundred thousand dollars ($500,000)
 including all damages of any kind whatsoever, costs, fees and expenses.
 Submission to a single arbitrator shall be a waiver of all parties' claims
 to recover more than five hundred thousand dollars ($500,000~. A Dispute
 involving claims or amounts in controversy exceeding five hundred thousand
 dollars ($500,000) shall be decided by a majority vote of a panel of three
 arbitrators ("Arbitration Panel"), one of whom must possess the
 qualifications to sit as a single arbitrator in a Dispute decided by one
 arbitrator. If the arbitration is consolidated with one conducted pursuant
 to the terms of an Agreement between the Lender and the Borrower related to
 the indebtedness guaranteed, then the Arbitration Panel shall be one which
 theets the crated set forth between the Lender and Borrower. Arbitrator(s)
 may, in the exercise of their discretion, at the written request of a
 party, (i) consolidate in a single proceeding any multiple party claims
 That are substantially identical and all claims arising out of a single
 loan or series of loans including claims by or against borrower(s),
 guarantors, sureties and/or owners of collateral if different from the
 Borrower, and (ii) administer multiple arbitration claims as class actions
 in accordance with Rule 23 of the Federal Rules of Civil Procedure. The
 arbitrators shall be empowered to resolve any dispute regarding the terms
 of this Agreement or the arbitrability of any Dispute or any claim that all
 or any part (including this provision) is void or voidable but shall have
 no power to change or alter the terms of this Agreement. The award of the
 arbitrator(s) shall be in writing and shall specify the factual and legal
 basis for the award. 
 
     (e) To the maximum extent practicable, the Administrator, the
 arbitrator(s) and the parties shall take any action necessary to require
 that an arbitration proceeding hereunder be concluded within 180 days of
 the filing of the Dispute with the Administrator. The arbitrator(s) shall
 be empowered to impose sanctions for any party's failure to proceed within
 the times established herein. Arbitration proceedings hereunder shall be
 conducted in Texas at a location determined by the Administrator. In any
 such proceeding a party shall state as a counterclaim any claim which
 arises out of the transaction or occurrence or is in any way relay to the
 Documents which does not require the presence of a third party which could
 not be joined as a party In We proceeding, The provisions of this
 arbitration clause shall survive any termination, amendment, or expiration
 of the Documents and repayment in full of sums owed to Lender by Borrower
 unless the parties otherwise expressly agreed in writing. Each party agrees
 to keep all Disputes and arbitration proceedings strictly confidential,
 except for disclosures of information required in the ordinary course of
 business of the parties or as required by applicable law or regulation. 
 
 Section 12.06. Invalid Provisions. 
 
     (a) If any provision of any Loan Document is held to be illegal,
 invalid or unenforceable under present or future laws dunng the term of
 this Loan Agreement, such provision shall be fully severable; such Loan
 Document shall be construed and enforced as if such illegal, invalid or
 unenforceable provision had never comprised a part of such Loan Document;
 and the remaking provisions of such Loan Document shall remain in full
 force and effect and shall not be affected by the illegal, invalid or
 unenforceable provision or by its severance from such Loan Document.
 Furthermore, in lieu of each such illegal, mvalid or unenforceable
 provision shall be added as part of such Loan Document a provision mutually
 agreeable to Borrower and Lender as similar in terms to such illegal,
 invalid or unenforceable provision as may be possible and be legal, valid
 and enforceable. In the event Borrower and Lender are unable to agree upon
 a provision to be added to the Loan Document within a period of ten (10)
 business days after a provision of the Loan Document is held to be illegal,
 invalid or unenforceable, then a provision acceptable to independent
 arbitrators, such to be selected in accordance wit the provisions of the
 American Arbitration Association, as similar in terms to the illegal,
 invalid or unenforceable provision as is possible and be legal, valid and
 enforceable shall be added automatically to such Loan Document. In either
 case, the effective date of the added provision shall be the date upon
 which the prior provision was held to be illegal, invalid or unenforceable. 
 
 Section 12.07. Maximum Interest Rate. 
 
     (a) Regardless of any provision contained in any of the Loan
 Documents, Lender shall never be entitled to receive, collect or apply as
 interest on the Debentures any amount in excess of interest calculated at
 the Maximum Rate, and, in the event that any Lender ever receives, collects
 or applies as interest any such excess, the amount which would be excessive
 interest shall be deemed to be a partial prepayment of principal and
 treated hereunder as such; and, if the principal amount of the Obligation
 is paid in full, any remaining excess shall forthwith be paid to Borrower.
 In determining whether or not the interest paid or payable under any
 specific contingency exceeds interest calculated at the Maximum Rate,
 Borrower and Lender shall, to the maximum extent permitted under applicable
 law, (i) characterize any non-principal payment as an expense, fee or
 premium rather than as interest; (ii) exclude voluntary prepayments and the
 effects thereof, and (iii) amortize, pro rate, allocate and spread, in
 equal parts, the total amount of interest throughout the entire
 contemplated term of the Debentures; provided that, if the Debentures are
 paid and performed in full prior to the end of the full contemplated term
 thereof, and if the interest received for the actual period of existence
 thereof exceeds interest calculated at the Maximum Rate, Lender shall
 refund to Borrower the amount of such excess or credit the amount of such
 excess against the principal amount of the Debentures and, in such event,
 Lender shall not be subject to any penalties provided by any laws for
 contracting for, charging, taking, reserving or receiving interest in
 excess of interest calculated at the Maximum Rate. 
 
     (b) "Maximum Rate" shall mean, on any day, the highest nonusurious
 rate of interest (if any) permitted by applicable law on such day that at
 any time, or from time to time, may be contracted for, taken, reserved,
 charged or received on the Indebtedness evidenced by the Debentures under
 the laws which are presently in effect of the United States of America and
 the State of Texas or by the laws of any other jurisdiction which are or
 may be applicable to Be holders of the Debentures and such hndebtedness or,
 to the extent permitted by law, under such applicable laws of the United
 States of America and the State of Texas or by the laws of any other
 junsdiction which are or may be applicable to the holder of the Debentures
 and which may hereafter be in effect and which allow a higher maximum
 nonusurious interest rate than applicable laws now allow. 
 
 Section 12.08. Participations and Assignments of the Debentures. 
 
     (a) The Lender shall have the right to enter into a participation
 agreement with any other Lender with respect to the Debentures, or to sell
 all or any part of the Debentures, but any participation or sale shall not
 affect the rights and duties of such Lender hereunder vis-a-vis Borrower.
 In the event that all or any portion of this Loan shall be, at any time,
 assigned, transferred or conveyed to other parties, any action, consent or
 waiver (except for compromise or extension of maturity), to be given or
 taken by Lender hereunder therein "Action"), shall be such action as taken
 by the holders of a majority in amount of the Principal Amount of the
 Debentures then outstanding, as such holders are recorded on the books of
 the Borrower and represented by Lender's Agent as described in subsection
 (b) below. 
 
     (b) Assignment or sale shall be effective, on the books of the
 Borrower, only upon (i) endorsement of the Debenture, or part thereof, to
 the proposed new holder, along with a current notation of the amount of
 payments or installments received and net Principal Amount yet unfunded or
 unpaid, and presentment of such Debenture to the Borrower for issue of a
 replacement Debenture, or Debentures, in the name of the new holder; (ii) a
 designation by the holders of a single Lender's Agent for Notice, such
 agent to be the sole party to whom Borrower shah be required to provide
 notice when notice to Lender is required hereunder and who shall be the
 sole party authorized to represent Lender in regard to modification or
 waivers under the Debenture, the Loan Agreement, or other Loan Documents;
 and (iii) delivery of an opinion of counsel, reasonably satisfactory to
 Borrower, that transfer shall not require registration or qualification
 under applicable state or federal securities laws. 
 
     (c) So long as the Borrower is not in default hereunder, the Lender
 shall not sell or assign an interest in the Debentures or rights under the
 Loan Agreement to any Person that the Borrower reasonably identifies to
 Lender as being engaged as a competitor. 
 
 Section 12.09 Confidentiality.. 
 
     (a) All financial reports or information which are furnished to
 Lender, or its director designee or other representatives, pursuant to this
 Loan Agreement or pursuant to the Debentures or other Loan Documents shall
 be treated as confidential unless and to the extent that such information
 has been otherwise disclosed by the Borrower, but nothing herein contained
 shall limit or impair Lender's right to disclose such reports to any
 appropriate Governmental Authority, or to use such information to the
 extent pertinent to an evaluation of the Obligation, or to enforce
 compliance with the terms and conditions of this Loan Agreement, or to take
 any lawful action which Lender deems necessary to protect its interests
 under this Loan Agreement. 
 
     (b) Lender, its director designees, and agents shall use their
 reasonable best efforts to protect and preserve the confidentiality of such
 information except for such disclosure as shall be required for compliance
 by Lender or its director designees with SEC reporting requirements or
 otherwise as a matter of law. The provisions of Section 5.01(a)(1) and (6)
 notwithstanding, Borrower may refuse to provide information as required
 pursuant thereto to an assignee or successor in interest to the Lender
 unless and until such assignee or successor shall have executed an
 Agreement to maintain the confidentiality of the information as provided
 herein. 
 
 Section 12.10. Binding Effect. 
 
     (a) The Loan Documents shall be binding upon and inure to the benefit
 of Borrower and Lender and their respective successors, assigns and legal
 representatives; provided, however, that Borrower may not, without the
 prior written consent of Lender, assign any rights, powers, duties or
 obligations thereunder. 
 
 Section 12.11. No Third Party Beneficiary. 
 
     (a) The parties do not intend the benefits of this Loan Agreement to
 inure to any third party, nor shall is Loan Agreement be construed to make
 or render Lender liable to any materialman, supplier, contractor,
 subcontractor, purchaser or lessee of any property owned by Borrower, or
 for debts or claims accruing to any such persons against Borrower.
 Notwithstanding anything contained herein or in the Debentures, or any
 other Loan Document, no conduct by any or all of the parties hereto, before
 or after signing this Loan Agreement nor any other Loan Document, shall be
 construed as creating any right, claim or cause of action against Lender,
 or any of its officers, directors, agents or employees, in favor of any
 materialman, supplier, contractor, subcontractor, purchaser or lessee of
 any property owed by Borrower, nor to any other person or entity other than
 Borrower. 
 
 Section 12.12. Entirety. 
 
     (a) This Loan Agreement and the Debentures and the other Loan
 Documents issued pursuant thereto contain the entire Agreement between the
 parties and supersede all prior Agreements and understandings, if any,
 relating to the subject matter hereof and thereof. 
 
 Section 12.13. Headings. 
 
     (a) Section headings are for convenience of reference only and,
 except as a means of identification of reference, shall in no way affect
 the interpretation of this Loan Agreement. 
 
 Section 12.14. Survival. 
 
     (a) All representations and warranties made by Borrower herein shall
 survive delivery of the Debentures and the making of the Loans. 
 
 Section 12.15. Multiple Counterparts. 
 
     (a) This Loan Agreement may be executed in any number of
 counterparts, all of which taken together shall constitute one and the same
 Agreement, and any of the parties hereto may execute this Loan Agreement by
 signing any such counterpart. 
 
 Section 12.16. GOVERNING LAW. 
 
     (a) THIS LOAN AGREEMENT HAS BEEN PREPARED, IS BEING EXECUTED AND
 DELIVERED, AND IS INTENDED TO BE PERFORMED IN THE STATE OF TEXAS, AND THE
 SUBSTANTIVE LAWS OF SUCH STATE AND THE APPLICABLE FEDERAL LAWS OF THE
 UNITED STATES OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION,
 ENFORCEMENT AND INTERPRETATION OF THIS LOAN AGREEMENT AND ALL OF THE OTHER
 LOAN DOCUMENTS. 
 
 Section 12.17 Reference to Borrower. 
 
     (a) The term Borrower shall mean Contour Medical, Inc., Contour
 Fabricators, Inc., Contour Fabricators of Florida, Inc., and/or AmeriDyne
 Corporation, where the context of the Agreement makes such other reference
 appropriate. (signature page follows)
 
     In WITNESS WHEREOF, the undersigned has caused this Loan Agreement to
 be executed, sealed, and delivered, as of the day and year first above
 written. 
 
 Address for Notice:                 CO-BORROWER
 
                                     Contour Medical, Inc. 
 
                                     By: /s/ Donald F. Fox
                                         Donald F. Fox, President 
 
                                     Attest by: 
 
                                     /s/ Philip M. Rees
                                     Philip M. Rees, Secretary
 
 Address for Notice:                 CO-BORROWER
 
                                     Contour Fabricators, Inc. 
 
                                     By: /s/ Donald F. Fox
                                         Donald F. Fox, President 
 
                                     Attest by:
 
                                     /s/ Philip M. Rees
                                     Philip M. Rees, Secretary
 
 Address for Notice:                 CO-BORROWER
 
                                     Contour Fabricators of Florida, Inc. 
 
                                     By: /s/ Donald F. Fox
                                        Donald F. Fox, President        
 
                                     Attest by: 
 
                                     /s/ Philip M. Rees
                                     Philip M. Rees, Secretary
 
                                     CO-BORROWER
 
 Address for Notice:                 AmeriDyne Corporation
 
                                     By: /s/ Donald F. Fox
                                        Donald F. Fox, President
 
                                     Attest by:
 
                                     /s/ Philip M. Rees
                                     Philip M. Rees, Secretary
 
                                     LENDER
 
 Address for Notice:                 Renaissance US Growth & Income Trust
 PLC
 
 8080 Norm Central Expressway,
 Suite 210/LB59
 Dallas, Texas 75206                 By:/s/ Russell Cleveland
 (214) 891-8294                         Vance M. Angola, Vice President
 Fax: (214) 891-8200
                                     Attest by:
 
                                     /s/ Elroy S. Roelby
                                     Title: Assistant Secretary
 
                                     LENDER
 Address for Notice: 
 
 80O North Central Expressway,       Renaissance Capital Growth & Income
 Fund 
 Suite 210/LB59                        III, Inc.
 Dallas, Texas 75206
 (214) 891-8294                      By: /s/ Russell Cleveland
 Fax: (214) 891-8200                     Vance M. Angola, Vice President
 
                                     Attest by:
 
                                     /s/ Elroy S. Roelby
                                     Title: Secretary