Exhibit No. 10.43
                                 LOAN AGREEMENT

                                     BETWEEN

                  HERBERT ELEKTRONISCHE GERATE GMBH & CO. KG

                                       AND

                   FIRST UNION NATIONAL BANK, LONDON BRANCH

                            DATED AS OF JULY 15, 1997

 <PAGE>

                                TABLE OF CONTENTS

ARTICLE I DEFINITIONS........................................1
ARTICLE II CREDIT FACILITY ..................................3

      Section 2.1 The Credit Facility........................3
      Section 2.2 Note.......................................4
      Section 2.3 Option to Elect Interest Periods on the
                  Loans......................................4
      Section 2.4 Interest Rates.............................5
      Section 2.5 Mandatory Prepayments......................9
      Section 2.6 Fees......................................10
      Section 2.7 Business Days.............................10
      Section 2.8 Guarantees................................10
      Section 2.9 Mode of Payment...........................10
      Section 2.10Prepayment................................10
      Section 2.11Use of Proceeds...........................11
      Section 2.12Payment...................................11

ARTICLE III REPRESENTATIONS AND WARRANTIES..................12

      Section 3.1 Organization, Powers, Etc.................12
      Section 3.2 Authorization of Loan, Etc................13
      Section 3.3 Litigation, Administrative and
                  Regulatory Proceedings....................13
      Section 3.4 Payment of Taxes and Other Charges........14
      Section 3.5 Federal Reserve Regulations...............14
      Section 3.6 Subsidiaries..............................14
      Section 3.7 Consents, Etc.............................15
      Section 3.8 Properties................................15
      Section 3.9 Ownership.................................15

Section 3.10      Intentionally Left Blank..................15
      Section 3.11 Agreements...............................15
      Section 3.12 Enforceability of the Loan Documents.....16
      Section 3.13 Guaranty.................................16
      Section 3.14 Relationship of the Borrower and
                   Subsidiaries.............................16
      Section 3.15 Public Utility Holding Company Act.......17
      Section 3.16 Survival of Representations and
                   Warranties...............................17

ARTICLE IV CONDITIONS OF LENDING............................17

      Section 4.1 Representations and Warranties............17
      Section 4.2 No Default................................17
      Section 4.3 Supporting Documents and Other
                  Conditions................................17
      Section 4.4 Loan Fees.................................18
      Section 4.5 Closing...................................19

      Section 4.6 Approval of Counsel for Bank..............19
      Section 4.7 Conditions Precedent to the Advance.......19

ARTICLE V AFFIRMATIVE COVENANTS.............................20

      Section 5.1 Notice....................................20
      Section 5.2 Accounts and Reports......................21
      Section 5.3 Maintain Insurance........................22
      Section 5.4 Future Taxes..............................23
      Section 5.5 Legal Existence, Properties, Stock
                  Ownership and Solvency....................23
      Section 5.6 Warranties and Conditions.................23
      Section 5.7 Further Agreements........................23
      Section 5.8 Environmental Matters.....................24
      Section 5.9 Guarantors................................24

ARTICLE VI NEGATIVE COVENANTS...............................24

ARTICLE VII EVENTS OF DEFAULT...............................25

      Section 7.1  Events of Default........................25

ARTICLE VIII MISCELLANEOUS..................................28

      Section 8.1 Cost of Loan..............................28
      Section 8.2 Survival of Representations...............28
      Section 8.3 Termination of Loan.......................28
      Section 8.4 Applicable Law............................28
      Section 8.5 Modification..............................29
      Section 8.6 No Waiver of Rights by Bank...............29
      Section 8.7 Interest..................................29
      Section 8.8 Severability..............................30
      Section 8.9 Successors and Assigns....................30
      Section 8.10 Notices..................................30
      Section 8.11 Incorporation of Terms...................32
      Section 8.12 Counterparts.............................32

ARTICLE IX INDEMNIFICATION..................................32

      Section 9.1 Net Payments..............................32

ARTICLE X WAIVER OF JURY TRIAL AND VENUE....................33

      Section 10.1  Arbitration.............................33
      Section 10.2  Preservation and Limitation of
                    Remedies................................34
      Section 10.3  Waiver of Plea of Jurisdiction
                     or Venue...............................35

Schedules

Schedule 2.8      List of Guarantors

Schedule 3.1      Jurisdictions in which Transacting Business
Schedule 3.8      Property Leased from Others
Schedule 3.9      Capital Stock Issued by each Subsidiary
Schedule 6.3      Permitted Encumbrances

Exhibits

Exhibit A         Promissory Note
Exhibit B         Unconditional Guaranty
Exhibit C         Indemnification Agreement
Exhibit D         Advance Request

<PAGE>

                                 LOAN AGREEMENT

This Loan  Agreement,  (the  "Agreement")  is made and  entered  into at with an
effective  date of July 15,  1997,  by and between  First Union  National  Bank,
London Branch,  located at One Bishopsgate,  London EC2N 3AB England (variously,
the "Bank" or the "Lender"),  and Herbert Elektronische Gerate GmbH & Co. KG., a
German  partnership  (the  "Borrower"),  having a place of business  c/o Wessing
Berenberg-Gossler Zimmermann Lange, Frankfurt am Main, Germany.

                                 R E C I T A L S

      WHEREAS,   the  Borrower  has  requested  that  the  Bank  extend  certain
acquisition financing to the Borrower and the Bank did so in accordance with the
terms and conditions  set forth in that certain Loan Agreement  dated as of July
15, 1997; and

      WHEREAS,  the  parties  have  determined  that  certain  corrections  were
required,  and desire to enter into this Agreement to reflect those  corrections
and their agreement, but with an effective date of July 15, 1997.

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            "Advance" shall mean the funding of the entire amount of the Loan.

            "Advance  Request" shall mean the written request for the Advance as
identified  in Section 2.4 hereof and shall  among other  things (i) specify the
date of the requested  Advance,  which shall be a Business Day; and (ii) specify
the initial Interest Period.

            "Business  Day" shall mean a weekday other than a day on which banks
are required or  authorized  to close in  Jacksonville,  Florida,  and,  London,
England and a money market city in the Federal Republic of Germany.

            "Closing" shall have the meaning described in Section 4.1 hereof.

            "CPI Loan Agreement" shall have the meaning  specified in Article VI
hereof.

            "Credit  Facility"  shall mean the loan  described in  Section 2.1
hereof.

            "Credit Facility  Maturity" or "Maturity" shall mean July 1, 2004 or
such earlier time, if any, at which the Loan shall become due.

            "Credit  Facility Note" or "Note" shall mean the note evidencing the
Credit Facility .

            "Control" shall have the meaning set forth in Section 7.1 hereof.

            "Default" or "Event of Default"  shall have the meaning set forth in
Section 7.1 hereof.

            "Default  Rate"  shall have the  meaning  set forth in Section 7.1
hereof.

            "Direct  Subsidiary" shall mean a Subsidiary in which the shares are
owned of record by the Borrower.

            "DM" shall mean  Deutschemarks  issued by the Federal  Republic of
Germany.

            "Dollar" shall mean United States Dollars.

            "Equivalent  Amount"  shall mean,  in relation to the  Advance,  the
amount of Dollars converted from the relevant amount of Optional Currency at the
Bank's spot buying  rates (based on the market  rates then  prevailing)  for the
exchange  of Dollars  and  Optional  Currency  on or about  11:00 a.m.  (London,
England time) on the second Business Day immediately preceding the date on which
such calculation is made.

            "Guaranty"  shall  mean  the  guaranty  described  in  Section 2.8
hereof.

            "Indebtedness"  shall have the meaning given to such term in Section
6.5 hereof.

            "Indirect  Subsidiary"  shall  mean  Subsidiary  shares of which are
owned of record directly by a Subsidiary, and indirectly by the Borrower.

            "Interest  Period"  shall  have the  meaning  given to such  term in
Section 2.4(a)(i) hereof.

            "LIBOR-Based  Rate"  shall  have the  meaning  given to such term in
Section 2.4 hereof.

            "LIBOR    Loan"    shall   have   the   meaning   set   forth   in
Section 2.4(a)(i) hereof.

            "Loan" or "Loans" refers to amounts  outstanding  under the Credit
Facility.

            "LIBOR Reserve  Percentage"  shall mean the  percentage  which is in
effect from time to time under  Regulation  D of the Board of  Governors  of the
Federal Reserve System,  as such regulation may be amended from time to time, as
the  maximum  reserve  requirement   applicable  with  respect  to  Eurocurrency
Liabilities (as that term is defined in Regulation D), whether or not any Lender
has any  Eurocurrency  Liabilities  subject to such reserve  requirement at that
time. The LIBOR-Based Rate for any Advance shall be adjusted as of the effective
date of any change in the LIBOR Reserve Percentage.

            "Mandatory  Prepayment"  shall  have  the  meaning  set  forth  in
Section 6.1(e) hereof.

            "Net Sale Price" shall have the meaning set forth in Section  6.1(e)
hereof.

            "Optional  Currency" shall mean Deutschemarks  issued by the Federal
Republic of Germany, but excluding:

                  (a) any currency for which central bank or other  governmental
authorization  in the  country of the  currency is required to permit its use by
the Bank for lending under this  Agreement  (unless the  authorization  has been
obtained and is full force and effect at the relevant time); and

                  (b) any currency, the use of which is restricted or prohibited
by any request,  directive  regulation  or guideline of any  governmental  body,
agency,  department or regulatory or other authority  (whether or not having the
force of law) in accordance  with which any Bank is accustomed to act. As of the
date  hereof,  the above  limitations  do not  apply to the  above  specifically
enumerated currency.

            "Permitted  Encumbrances"  shall  have the  meaning  set  forth in
Section 6.3 hereof.

            "Solvent"  shall  mean,  as to the entity,  or entities  for which a
determination  is being made,  that: (i) its or their assets exceed its or their
liabilities  (with the  calculation  of  liabilities  excluding  debt  among the
Borrower and its Subsidiaries or between the Subsidiaries); (ii) that it or they
will have  sufficient  capital to engage in its or their business on an on-going
basis; and (iii) that it or they have the ability to pay its obligations as they
mature.

            "Subsidiary"  shall  have the  meaning  set  forth in  Section 3.6
hereof.

                                   ARTICLE II

                                 CREDIT FACILITY

      2.1   THE CREDIT FACILITY.

            (a) Credit Facility. Subject to the terms and conditions hereof, the
Bank  agrees to extend  to the  Borrower  the  Credit  Facility  and make a loan
thereunder  in one  Advance  in  the  aggregate  amount  of DM  30,400,000.  The
principal  amount of  borrowings  under the Credit  Facility  shall be repaid as
follows:  (i) principal  payments of DM  1,520,000.00  shall be due quarterly on
January 1, April 1, July 1 and  October 1 of each year  beginning  July 1, 1999;
and (ii) the remaining  outstanding  principal balance together with all accrued
interest of borrowings under Credit Facility, if not paid earlier,  shall be due
on July 1, 2004 ("Credit Facility Maturity").

            (b)  Credit  Facility.  The  amount  outstanding  under  the  Credit
Facility  is  sometimes  referred  to  herein  as the  "Loan"  or  "Loans".  The
outstanding  principal amounts of the Loans together with all accrued and unpaid
interest  thereon,  any  amounts  for  which the  Borrower  may be  directly  or
indirectly  liable  to the  Bank,  all  other  amounts  owed to the  Bank by the
Borrower hereunder or under any instrument executed in connection herewith, plus
all amounts  expended by the Bank or for which the Bank may have incurred direct
or contingent  liability in connection with enforcement of this Agreement,  as a
result of the  Borrower's  or any  Subsidiary's  breach of any  agreement or for
which the Borrower or any  Subsidiary  may  otherwise be liable under any of the
Loan  Documents (as defined  herein),  including but not limited to all costs of
the Loans as provided in Section 8.1 shall be referred to sometimes hereafter as
the "Obligation."

      2.2  NOTE.  The  obligation  of the  Borrower  to repay  the  indebtedness
outstanding under the Credit Facility shall be further evidenced by a promissory
note in the form  attached  hereto as Exhibit A (the  "Credit  Facility  Note"),
which shall be dated as of the date hereof and shall be executed  and  delivered
by the Borrower to the Bank  simultaneously  herewith.  The Credit Facility Note
shall be  deemed  to  reflect  the  aggregate  unpaid  principal  amount  of all
indebtedness  outstanding  under the  Credit  Facility  whether  or not the face
amount of such note is in excess of the amount actually outstanding from time to
time. The Credit Facility Note is sometimes referred to herein as the "Note".

      2.3 OPTION TO ELECT  INTEREST  PERIODS ON THE LOANS.  Subject to the terms
hereof,  interest on the Loan shall accrue, at the LIBOR-Based Rate as such term
is defined  herein and for an Interest  Period as selected by  Borrower.  In the
event the Borrower has not selected an Interest  Period  initially or on a Reset
Date,  or in the event the amount of the Credit  Facility  provides the notional
amount for swap  agreement  between the Bank and the  Borrower,  interest  shall
accrue  thereon at the  LIBOR-Based  Rate with an Interest  Period of one month,
with each Interest Period beginning on the first day of a month, except that the
initial  Interest  Period shall begin on the date hereof and end on the last day
of July, 1997.

      2.4   INTEREST RATES.

            (a)   LIBOR-Based Rate.

                  (i)  Interest  Payable.  Interest  accrues  on the  Loan  at a
LIBOR-Based  Rate (a "LIBOR  Loan") and shall be payable  (A) on the last day of
the applicable  Interest Period (as defined below); (B) upon Maturity;  (C) upon
acceleration  of repayment  of the Loan;  (D) if the LIBOR  Interest  Period (as
defined  herein) is six months,  on the  ninetieth  (90th) day of that  Interest
Period, as well as on the last day of the Interest Period; or (E) if the Loan is
subject  to  an  interest  rate  swap  agreement,  on  the  dates  payments  are
contemplated  under  the  interest  rate  swap  agreement  to which  the Loan is
subject.

      LIBOR shall mean the rate per annum for deposits of the Optional  Currency
in question  offered to the Bank in the London Interbank market two (2) Business
Days prior to the first day of such Interest Period for deposits of the Optional
Currency in question for a period of time comparable to the Interest Period for,
and in an amount  comparable to the principal  amount of, the Advance  sought by
the Borrower.  This  determination  of LIBOR is referred to herein as the "LIBOR
RATE."

                  (ii)  Definitions.  For purposes  hereof,  the following terms
shall have the meanings specified.

                  "LIBOR-Based Rate" shall mean the LIBOR Rate plus: .75%

                  "London   Banking   Day"  means  any  Business  Day  on  which
commercial  banks,  are in  fact  open  for  international  business,  including
dealings in dollar deposits on the London interbank market in London, England.

                  "Reset  Date"  means a date on  which a Loan is made  and each
date on which an Interest Period commences.

                  "Reference  Banks"  means  four  major  banks  in  the  London
interbank market, designated by the Bank.

                  "Interest  Period"  shall  mean a  period  of one  month,  two
months,  three months or six months,  as chosen by Borrower as provided  herein;
provided that:

                        (1)   any Interest  Period which would  otherwise  end

on a day which is not a Business  Day shall be extended  to the next  succeeding
London  Banking  Day unless such  London  Banking Day falls in another  calendar
month, in which case such Interest Period shall end on the next preceding London
Banking Day;

                        (2) any Interest Period which begins on the last

London  Banking  Day of a  calendar  month  (or on a day for  which  there is no
numerically  corresponding  day in the  calendar  month at the end of such LIBOR
Interest Period) shall end on the last London Banking Day of a calendar month;

                        (3)   Borrower  may not select an Interest  Period for

a Loan if the scheduled  last day in the selected  Interest  Period would extend
beyond the stated maturity for that Loan; and

                        (4)   The  Borrower  may not have more than  three (3)
LIBOR Loans with different Interest Periods under the Credit Facility at any one
time.

            (b)  Interest  Billing  Procedures.   Interest  will  be  billed  in
accordance  with the  customary  practices  of the Bank or as  otherwise  agreed
between Bank and the  Borrower;  provided,  however,  the failure of the Bank to
send a bill shall not excuse the duty of the Borrower to  ascertain  and pay the
correct  amount  on the  date it is due.  The  Borrower's  duty to pay  interest
payments hereunder shall be absolute and not contingent.

            (c)  Interest  Determined  on 360 Day  Year.  All  interest  payable
hereunder  shall be at a per annum rate computed by dividing the  applicable per
annum interest rate by three hundred sixty (360) and  multiplying  the result by
the actual number of days elapsed; provided, however, that if as to the Optional
Currency the convention is to compute  interest on an Advance  thereunder on the
basis of a 365 day year,  the Bank will compute such  interest on the basis of a
365 day year.

            (d)  Selection  of  Applicable  Interest  Period.   Subject  to  the
provisions  hereof,  Borrower shall elect the Interest Period applicable thereto
for the Loan at the time of the  Advance  and  before  the end of each  Interest
Period as provided and subject to the limitations herein.

            (e) Notice and Manner of Borrowing. Borrower shall have delivered to
the Bank the Request (as defined in Section  4.7(a) hereof) not later than 11:00
a.m.  London,  England  time,  at least 4 Business Days before the Loan is to be
made.  The  Request  shall  specify  (A) the date of such Loan,  and (B) and the
duration  of any  Interest  Period  applicable  thereto.  The Loan  shall be for
DM21,600,000.00.

            (f)   Intentionally Left Blank.

            (g) Notices.  Borrower  has elected to borrow in Optional  Currency,
and the Loan repayment shall be in DM, subject to the terms hereof.

            (h) Indemnity.  Borrower hereby indemnifies Bank against any loss or
expense which may arise or be attributable to Bank's  obtaining,  liquidating or
employing deposits or other funds acquired to effect,  fund or maintain any loan
(i) as a consequence  of any failure by Borrower to make any payment when due of
any amount  due  hereunder,  for  whatever  reason  including  acceleration,  in
connection with any loan bearing  interest at the LIBOR-Based  Rate, (ii) due to
any failure of Borrower  to borrow on a date  specified  therefor in a notice of
borrowing,  (iii)  due to any  payment,  prepayment  or  conversion  of any loan
bearing  interest at the  LIBOR-Based  Rate on a date other than the last day of
the Interest Period  therefor,  or (iv) due to a conversion  pursuant to Section
2.4(i) (ii) hereof.  The amount of such loss or expense  shall be  determined by
the  Bank,  as the  amount  actually  incurred  by the Bank as a  result  of the
foregoing. Bank's calculations of any such loss or expense shall be furnished to
Borrower and shall be prima facie evidence thereof.

            (i)   Changed Circumstances.

                  (i) If, after the date  hereof,  the  introduction  of, or any
change in, any applicable law or in the interpretation or administration thereof
by any governmental  authority,  central bank or comparable  agency charged with
the  interpretation  or administration  thereof,  or compliance by Bank with any
request  or  directive  (whether  or not  having  the  force  of  law)  of  such
governmental authority, central bank or comparable agency:

                        (1)   shall  subject  Bank to any  tax,  duty or other

charge  with  respect  to this Note or shall  change  the basis of  taxation  of
payments  to Bank of the  principal  of or  interest  on this  Note or any other
amounts  due in respect  thereof  (except  for changes in the rate of tax on the
overall net income of Bank imposed by any governmental authority); or

                        (2) shall impose, modify or deem applicable any

reserve  (including,  without  limitation,  any  reserve  imposed by the Federal
Reserve Board),  special deposit or similar  requirement against assets of Bank,
deposits with or for the account of or credit  extended by Bank, or shall impose
on Bank or the  foreign  exchange  and  interbank  markets  any other  condition
affecting  the Note;  and the result of any of the  foregoing is to increase the
cost to Bank of maintaining any LIBOR-Based Rate or; to reduce the amount of any
sum received or  receivable by Bank under the Note in respect of interest at the
LIBOR-Based  Rate; then the Bank shall promptly notify Borrower of such fact and
demand compensation  therefor and, within fifteen (15) days after such notice by
Bank,  Borrower agrees to pay to Bank such additional  amount or amounts as will
compensate Bank for such increased cost or reduction.  Bank will promptly notify
Borrower  of any event of which it has  knowledge  which  will  entitle  Bank to
compensation pursuant to this Subparagraph 2.4 (i); provided, however, that Bank
shall incur no liability  whatsoever to Borrower in the event it fails to do so.
The amount of such compensation shall be determined,  by the Bank, as the amount
actually incurred by the Bank as a result of the foregoing.  Bank's calculations
of any such loss or expense  shall be  furnished  to Borrower and shall be prima
facie evidence thereof.

                  (ii) If, at any time, Bank shall determine in good faith that,
by reason of circumstances  affecting the foreign exchange and interbank markets
generally, deposits in Optional Currency in the applicable amounts are not being
offered to Bank,  then Bank shall  promptly  give  notice  thereof to  Borrower.
Thereafter,  until Bank  notifies  Borrower  that such  circumstances  no longer
exist, the obligation of Bank to make the LIBOR-Based Rate available to Borrower
shall be suspended, and Borrower shall subject to the following sentence hereof,
repay in full the then  outstanding  principal  amount of the Loan together with
accrued  interest  thereon  together  with  amounts owed under  Section  2.4(h).
Notwithstanding  the  foregoing,  in the  event  that the Bank  determines  that
Optional Currency is not available to it, the Bank will make a good faith effort
to convert the  outstanding  Advance to an Advance  payable in Dollars,  and the
Borrower shall be responsible for paying all costs or expenses arising from such
conversion, including those set forth in Section 2.4(h) hereof. In the event the
Bank is able to  convert  the  Advance to an Advance  payable  in  Dollars,  the
Borrower  will  sign  such  amendments  to the  Loan  Documents  as the Bank may
reasonably  request  to make  the Loan  Documents  consistent  with  the  Bank's
standard terms for LIBOR-Based Loans payable in Dollars.

                  (iii) If, after the date hereof,  the  introduction of, or any
change in, any applicable law or in the interpretation or administration thereof
by any governmental  authority,  central bank or comparable  agency charged with
the  interpretation  or administration  thereof,  or compliance by Bank with any
request  or  directive  (whether  or not  having  the  force of law) of any such
governmental  authority,  central  bank  or  comparable  agency,  shall  make it
unlawful or impossible  for Bank to honor its  obligations  hereunder to make or
maintain any LIBOR-Based Rate or make an Optional Currency  Advance,  Bank shall
promptly  give  notice  thereof to  Borrower.  Thereafter,  until Bank  notifies
Borrower that such  circumstances no longer exists,  (A) the obligations of Bank
to make available the  LIBOR-Based  Rate or Optional  Currency  Advances and the
right of Borrower to convert any rate to a LIBOR-Based  Rate or receive Optional
Currency Advances shall be suspended,  and (B) if Bank may not lawfully continue
to maintain a LIBOR-Based Rate or extend Optional Currency Advances, as the case
may be, to the end of the then current Interest Period applicable  thereto,  the
Loan shall,  subject to the following sentence hereof, be immediately due in the
event of an Optional Currency  Advance.  Notwithstanding  the foregoing,  in the
event that the Bank  determines  that Optional  Currency is not available to it,
the Bank will make a good  faith  effort to  convert  any  outstanding  Optional
Currency Advance to a Dollar Advance,  and the Borrower shall be responsible for
paying all costs or expenses arising from such  conversion,  including those set
forth in Section  2.4(i)  hereof.  In the event the Bank is able to convert  the
Advance to an Advance payable in Dollars, the Borrower will sign such amendments
to the  Loan  Documents  as the  Bank may  reasonably  request  to make the Loan
Documents  consistent  with the  Bank's  standard  terms for  LIBOR-Based  Loans
payable in Dollars.

                  (iv)  The  provisions  of  Sections  2.4  (h)  and  (i)  shall
similarly  inure  to the  benefit  to any  party  to whom  the  Lender  sells an
interest,  or participates on interest herein, as authorized pursuant to Section
8.9 hereof.

            (j)   [Intentionally left blank]

            (k) Without  prejudice to the survival of any other agreement of the
Borrower hereunder,  the agreements and obligations of the Borrower contained in
this  Section  shall  survive  the  payment in full of  principal  and  interest
hereunder and under the Note.

      2.5 MANDATORY PREPAYMENTS.  In addition to the other repayment obligations
set forth herein, and subject to any prepayment  penalties  described in Section
2.4(h) hereof,  the Borrower shall also pay to the Bank any amounts  required to
be paid  pursuant to Section 6.1 of that Loan  Agreement  of even date  herewith
between the Bank and Computer Products,  Inc. The Borrower shall  simultaneously
reimburse the Lender for any loss or out-of-pocket  expenses  incurred by Lender
on account of such prepayment in the currency incurred,  as set forth in Section
2.4(h) hereof.

      2.6   FEES.

            (a) Commitment Fee. In consideration  for the commitment of the Bank
to make the Credit  Facility  available to the Borrower,  the Borrower agrees to
pay to the Bank a  commitment  fee  (the  "Commitment  Fee")  of Forty  Thousand
Dollars ($40,000.00).

            (b) Fees Deemed Earned.  The Commitment Fee paid is deemed earned at
Closing.

      2.7 BUSINESS  DAYS. If any scheduled date of repayment of any portion of a
Loan  shall  be due  on a day  which  is  not a  Business  Day,  subject  to the
provisions  of  Section  2.4  hereof,  such  payment  shall  be made on the next
succeeding  Business  Day,  and such  extension  of time  shall be  included  in
computing interest in connection with such payment.

      2.8  GUARANTEES.  As a  condition  to the Bank  making of the Loans to the
Borrower,  the Borrower  shall cause each of the entities  described on Schedule
2.8 hereof (sometimes  collectively referred as the "Guarantors") to execute and
deliver  their joint and several  unconditional  guaranty  of  repayment  of the
Loans,  which  guaranty  shall be in the form attached  hereto as Exhibit B (the
"Guaranty").

      2.9 MODE OF PAYMENT. All funds payable to the Bank hereunder shall be paid
to the Bank at its office set out in Section  8.10  hereof,  or at such place as
otherwise  directed by the Bank, in actually and finally  collected funds in the
currency  required  under Section 2.12  hereafter on or before 2:00 P.M.  (local
time) on the date when due.  Payments shall not be deemed made or received until
they are  received by the Bank as actually  and finally  collected  funds in the
currency required under Section 2.12 hereafter.  Any payment received after 2:00
P.M.  (local time) on any Business  Day shall,  for the purposes of  determining
time of payment under this  Agreement as between the Borrower and the Bank only,
be treated as received on the next following  business day;  provided,  however,
that this treatment shall not postpone the time of receipt for any other purpose
or computation,  such as preference  periods  applicable to bankruptcy  laws, or
dates relative to priority between creditors, or the like.

      2.10 PREPAYMENT.  Subject to the provisions of Section 2.4(h) hereof, upon
giving the Bank thirty (30) days prior written  notice,  the Borrower shall have
the right to prepay any  amounts  owed under the Credit  Facility in whole or in
part, in integral  multiples of not less than Equivalent  Amount of $100,000.00.
Prepayments  applied to the Credit Facility shall be applied in inverse order of
the scheduled  principal  payments  thereunder.  Each notice of prepayment shall
specify  the  prepayment  date  and the  principal  amount  to be  prepaid.  All
prepayments  of any Loan  hereunder  shall  include  accrued  interest  upon the
principal amount being prepaid to the date of the payment,  and any amounts owed
pursuant to Section 2.4(h) hereof. Amounts prepaid under the Credit Facility may
not be reborrowed. Prepayment shall be in the currency specified in Section 2.12
hereof.

      2.11 USE OF PROCEEDS.  The proceeds of the Credit  Facility are to be used
to provide  financing for the acquisition of certain computer  manufacturing and
ancillary facilities in Europe, as disclosed to the Bank.

      2.12  PAYMENT.  All  payments  (including  prepayments)  shall  be made in
Optional Currency.

            (a) The  specification  herein  that  payment  be  made in  Optional
Currency,  is of the essence hereof.  If payment is not made in the currency due
under this  Agreement (the  "Contractual  Currency") or if any court or tribunal
shall  render a judgment or order for the payment of amounts  due  hereunder  or
under the Credit  Facility  Note and such  judgment is  expressed  in a currency
other than the Contractual  Currency,  the Borrower shall indemnify and hold the
Bank harmless against any deficiency incurred by the Bank in terms of the amount
received by the Bank to the extent the rate of exchange at which the Contractual
Currency is convertible into the currency  actually  received or the currency in
which the judgment is expressed (the "Received  Currency") is not the reciprocal
of the  rate of  exchange  at  which  the Bank  would  be able to  purchase  the
Contractual  Currency with the Received  Currency,  in each case on the Business
Day following receipt of the Received Currency in accordance with normal banking
procedures.  If the  court or  tribunal  has fixed the date on which the rate of
exchange is  determined  for the  conversion  of the judgment  currency into the
Contractual  Currency  (the  "Conversion  Date") and if there is a change in the
rate of exchange  prevailing between the Conversion Date and the date of receipt
by the Bank, then the Borrower will, notwithstanding such judgment or order, pay
such additional amount as may be necessary to ensure that the amount paid in the
Received Currency when converted at the rate of exchange  prevailing on the date
of  receipt  will  produce  the  amount  then due to the Bank from the  Borrower
hereunder in the Contractual Currency.

            (b) If  Borrower  shall  wind up,  liquidate,  dissolve  or become a
debtor in bankruptcy  while there remains  outstanding  (i) any amounts owing to
the Bank  hereunder  or under the Note,  (ii) any  damages  owing to the Bank in
respect of a breach of any of the terms  hereof or (iii) any  judgment  or order
rendered in respect of such amounts or damages, the Borrower shall indemnify and
hold  the Bank  harmless  against  any  deficiency  in terms of the  Contractual
Currency  in the  amounts  received by the Bank  arising or  resulting  from any
variation as between (i) the rate of exchange at which the Contractual  Currency
is converted into another currency (the "Liquidation  Currency") for purposes of
such  winding-up,  liquidation,  dissolution  or  bankruptcy  with regard to the
amount in the Contractual  Currency due or  contingently  due hereunder or under
the Note or under  any  judgment  or order  to which  the  relevant  obligations
hereunder  or under  the  Notes  shall  have  been  merged  and (ii) the rate of
exchange at which the Bank could, in accordance with normal banking  procedures,
be able to purchase the Contractual  Currency with the  Liquidation  Currency at
the  earlier of (A) the date of payment of such  amounts or damages  and (B) the
final  date or dates  for the  filing  of  proofs  of a claim  in a  winding-up,
liquidation,  dissolution or bankruptcy.  As used in the preceding sentence, the
"final  date or dates  for the  filing  of  proofs  of a claim in a  winding-up,
liquidation,  dissolution  or  bankruptcy"  shall  be  the  date  fixed  by  the
liquidator  under the  applicable law as being the last  practicable  date as of
which the  liabilities of the Borrower may be ascertained  for such  winding-up,
liquidation, dissolution or bankruptcy before payment by the liquidator or other
appropriate person in respect thereof.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      To induce the Bank to enter into this  Agreement  and extend the financing
contemplated  hereby,  the  Borrower  represents  and  warrants  to the  Bank as
follows:

      3.1  ORGANIZATION,  POWERS,  ETC. The Borrower (a) is a  partnership  duly
organized,  validly  existing and its status is active or current under the laws
of each jurisdiction in which it is transacting business;  (b) has all requisite
power and authority and all requisite  licenses,  permits and  authorizations to
own, operate, lease, assign,  mortgage, sell or otherwise hypothecate or dispose
of its assets and to carry on its business as now  conducted  and as proposed to
be conducted  pursuant to this  Agreement;  (c) is duly qualified or licensed to
transact  business and is in good  standing in the every other  jurisdiction  in
which failure to so qualify or be licensed would have a material  adverse effect
on its business or financial  condition or its ability to perform its agreements
hereunder, which jurisdictions are set forth on Schedule 3.1 hereof, and (d) has
the full power and  authority  to enter into,  execute  and  perform  those Loan
Documents (as defined herein) to which it is a party. This Agreement,  the Note,
the Guaranty, and any and all other documents,  if any, required or contemplated
to be executed and/or performed by the Borrower or each Guarantor  hereunder are
referred to collectively herein as the "Loan Documents".

      3.2 AUTHORIZATION OF LOAN, ETC. The execution,  delivery,  and performance
of the Loan Documents to which it is a party or a signatory:

            (a)   have  been  duly  authorized  by all  requisite  partnership
action of the Borrower;

            (b) do not require  any  consent or approval of the  partners of the
Borrower which has not been obtained;

            (c) will not, in any respect material to the financial  condition of
the Borrower, violate or contravene;

                  (i)   any provisions of law applicable to the Borrower;

                  (ii)  any  order,   rule  or  regulation  of  any   regulatory
authority, court or other agency of government applicable to the Borrower;

                  (iii)  any  provision  of  the  organizational   agreement  or
instrument of the Borrower; or

                  (iv) any  agreement or  obligation  to which the Borrower is a
party or by which  the  Borrower  or any of its or their  property  is or may be
bound,  or be in conflict  with,  result in a breach of or  constitute  (with or
without notice or lapse of time, or both) a default under, any such agreement or
other instrument; and

            (d)  shall  not  result in the  creation  of any lien of any  nature
whatsoever upon any property or assets of the Borrower.

      3.3 LITIGATION,  ADMINISTRATIVE AND REGULATORY  PROCEEDINGS.  There are no
actions,  suits,  investigations  or proceedings  (whether or not purportedly on
behalf  of  the  Borrower,  or  any of its  respective  partners  or  management
officials  in their  capacities  as such),  pending or, to the  knowledge of the
Borrower of the above partners or management  officials,  threatened  against or
affecting the Borrower or the above  partners or  management  officials in their
capacities  as such,  at law or in equity,  or before or by any federal,  state,
municipal  or  other  governmental   department,   commission,   board,  bureau,
regulatory agency or instrumentality,  domestic or foreign, which are reasonably
expected to be  determined  adversely  to the Borrower and which would result in
any  material  adverse  change in the  business or  financial  condition  of the
Borrower  taken as a whole nor are  there any  factual  situations  which  might
reasonably  be expected to result in any such  action,  suit,  investigation  or
proceeding  which are known to the Borrower or the above officers,  directors or
management officials, but unasserted at the present time which would result in a
material  adverse change in the business or financial  condition of the Borrower
taken as a whole.  The Borrower is not in default of any law, rule,  regulation,
ordinance  or  order  of  any  court  or  federal,  state,  municipal  or  other
governmental department,  commission,  board, bureau, agency or instrumentality,
domestic  or foreign  which  would  result in a material  adverse  change in the
business or financial condition of the Borrower.

      3.4 PAYMENT OF TAXES AND OTHER CHARGES.  The Borrower has duly filed, paid
and discharged,  all federal,  state and local tax returns and taxes,  and other
governmental  assessments and other charges,  liens or claims levied or imposed,
which if unpaid  would  become a lien or charge for a material  amount  upon the
property,  assets,  earnings  or business  of the  Borrower,  or have an adverse
effect on its  financial  condition  or its  ability to perform  its  agreements
hereunder,  as the case may be. The  Borrower  knows of no material tax or other
assessment  against it which has not been properly reserved against as reflected
in the financial  statements provided to the Bank in accordance with Section 5.2
hereof.

      3.5   FEDERAL RESERVE REGULATIONS.

            (a)  The  Borrower  is  not  engaged  principally,  or as one of its
important  activities,  in the business of  extending  credit for the purpose of
purchasing  or carrying  margin stock (within the meaning of Regulation G of the
Federal Reserve Board ("FRB"));

            (b) No part of the  proceeds  of the Loans shall be used to purchase
or carry any such margin stock or to extend  credit to others for the purpose of
purchasing or carrying any such margin stock; and

            (c) No part of the  proceeds  of the  Loans  shall  be used  for any
purpose  that  violates,  or which  is  inconsistent  with,  the  provisions  of
Regulations G, T, U or X of the FRB.

      3.6  SUBSIDIARIES.  A complete list of the subsidiaries of the Borrower as
of the date  hereof,  as well as the  place of  incorporation  and a list of all
jurisdictions in which each is transacting business is set forth in Schedule 3.1
hereof.  This  Schedule  and  Schedule  3.9 hereof  shall be updated by Borrower
promptly at the time any new Subsidiary is added in accordance  with Section 6.8
hereof.  "Subsidiary"  shall  mean any  corporation,  partnership,  or any other
entity either  properly  classified as a subsidiary of the Borrower for purposes
of generally accepted accounting principles ("GAAP") or as to which the Borrower
or any of its  Subsidiaries  exercises or has the right,  whether by contract or
otherwise, to exercise control of its business. Each Subsidiary is a corporation
duly incorporated and organized, validly existing and in good standing under the
laws of the jurisdiction of its  incorporation  and principal place of business,
has all corporate powers and all material governmental licenses, authorizations,
consents and approvals  required to carry on its business as now conducted,  and
has full power and  authority  to enter into,  execute  and  perform  those Loan
Documents to which it is a party.

      3.7   CONSENTS,   ETC.  No  consent,   approval,   authorization   of,  or
registration,  declaration or filing with any governmental  authority  (federal,
state or  local,  domestic  or  foreign)  is  required  in  connection  with the
execution or delivery by the Borrower or any  Subsidiary of any Loan Document to
which  it is a party,  or the  performance  of or  compliance  with  the  terms,
provisions and conditions hereof or thereof.

      3.8 PROPERTIES.  The Borrower has good and marketable  legal and equitable
title to all of its  properties  and assets as of the date hereof  necessary for
the conduct of its business, except property leased from others, with each lease
in which the annual rent is in excess of Fifty Thousand Dollars  ($50,000) being
described in Schedule 3.8. As of the date of this Agreement,  all properties and
assets  of the  Borrower  shall be free  and  clear  of all  interests,  claims,
reversionary  rights or  interests,  mortgages,  pledges,  liens,  restrictions,
forfeitures,   charges,  attachments,  levies,  encumbrances  or  other  matters
adversely  affecting the Borrower's  title hereof except as permitted  under the
Loan  Agreement of even date  herewith  between the Bank and Computer  Products,
Inc.

      3.9 OWNERSHIP. The respective classes of capital stock of each Subsidiary,
and the  number of  issued  and  outstanding  shares of each are as set forth in
Schedule 3.9 hereof.

      3.10  [Intentionally Left Blank].

      3.11  AGREEMENTS.  The  Borrower  is  not a  party  to  any  agreement  or
instrument or subject to any charter or other corporate  restriction  materially
adversely affecting the business,  properties or assets, operations or condition
(financial  or other) of the  Borrower,  or its ability to perform its agreement
under the Loan Documents to which it is a party.  The Borrower is not in default
in the performance, service or fulfillment of any of the obligations,  covenants
or  conditions  contained in any agreement or instrument to which it is a party,
which may result in a material  adverse  change in the  condition,  financial or
otherwise of the Borrower or its ability to perform its agreements hereunder.

      3.12  ENFORCEABILITY  OF THE LOAN  DOCUMENTS.  The Loan  Documents and the
performance of the Borrower's obligations under those Loan Documents to which it
is a party or a  signatory,  or under any  other  instrument  executed  or to be
executed  by or on its  behalf  hereunder  constitute,  or  upon  execution  and
delivery  thereof shall constitute the legal,  valid and binding  obligations of
the Borrower  enforceable against the Borrower as the case may be, in accordance
with their respective terms.

      This  representation is subject to the  qualification  that enforcement of
the foregoing described loan documents is subject to:

            a.    equitable remedies;

            b. bankruptcy, insolvency, reorganization, moratorium and other laws
applicable to creditors' rights generally;

            c.    any  restrictions  or constraints  peculiarly  applicable to
Bank; and

            d. as to certain  remedial,  waiver and other provisions of the Loan
Documents, other provisions of general Florida law.

      3.13  GUARANTY.   All  representations  and  warranties  of  each  of  the
Guarantors in the Guaranty are true and correct in all material respects.

      3.14 RELATIONSHIP OF THE BORROWER AND  SUBSIDIARIES.  The Borrower and its
affiliates  including the Guarantors are engaged as a globally  integrated group
of designers and producers of electronic products and subsystems,  providing the
required services,  credit and other facilities for those integrated operations.
The Loan  made  under  the  Credit  Facility  is for the  purpose  of  financing
acquisitions that will enhance the integrated operations of the Borrower and the
Subsidiaries,  and the Borrower and its  affiliates,  including the  Guarantors,
expect  to  derive  benefit,  directly  or  indirectly,  from  the  Loans,  both
individually  and as a member of the  integrated  group,  because the  financial
success of the  operations  of the Borrower and its  affiliates,  including  the
Guarantors,  is  dependent  upon the  continued  successful  performance  of the
integrated group as a whole.

      3.15 PUBLIC  UTILITY  HOLDING  COMPANY ACT. The Borrower is not a "holding
company" or a "subsidiary company" of a "holding company",  or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company",  within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

      3.16   SURVIVAL  OF   REPRESENTATIONS   AND   WARRANTIES.   The  foregoing
representations  and warranties  shall be true and correct as of the date hereof
and at all times during the term of the Loan.

                                   ARTICLE IV

                              CONDITIONS OF LENDING

      The obligation of the Bank to extend the financing  contemplated hereby is
subject  to  the  terms  of  this  Agreement  and to  the  following  conditions
precedent:

      4.1  REPRESENTATIONS  AND  WARRANTIES.  On the date of  execution  of this
Agreement, such date being sometimes referred to hereafter as the "Closing," the
representations  and warranties of the Borrower and the  Subsidiaries  contained
herein  or in any  Loan  Document  shall  be true and  correct  in all  material
respects.

      4.2 NO DEFAULT. On the date hereof,  after giving effect to such borrowing
hereunder,  the  Borrower  shall  have  observed  and  performed  all the terms,
conditions  and  agreements  set forth herein,  or on its part to be observed or
performed in all material respects, and no Event of Default specified in Article
VII  hereof,  nor any other event  which,  upon notice or lapse of time or both,
would constitute an Event of Default shall have occurred.

      4.3 SUPPORTING DOCUMENTS AND OTHER CONDITIONS.  On the date hereof, and in
any event prior to the Advance  hereunder,  the Borrower shall have delivered to
the Bank the following:

            (a) a  certificate  of the  Secretary  of State or other  applicable
governmental authority of each state or country in which Borrower or a Guarantor
is transacting business, certifying:

                  (i) that  attached  thereto is a true and complete copy of the
charter  documents of the  Borrower  and each  Guarantor as of a date within ten
(10) days of the date hereof; and

                  (ii) that the Borrower and each Guarantor is in good standing,
or its status is active where the applicable  jurisdiction  is Florida,  in that
State or other applicable jurisdiction;

            (b)  a  certificate  of a  duly  authorized  representative  of  the
Borrower, dated the date of such borrowing, certifying:

                  (i)   [intentionally left blank];

                  (ii)  that  the   Borrower   is  in  good   standing  in  each
jurisdiction in which it is transacting business;

                  (iii) that  attached  thereto is a true and  complete  copy of
resolutions of the general  partner of the Borrower  directing the execution and
delivery  by  the  Borrower  of the  Loan  Documents  to  which  it is a  party,
indicating  the  representative  of the  Borrower,  authorized  to execute  such
instruments  and act on its  behalf,  which  resolutions  are in full  force and
effect without modification on the date of such certification;

                  (iv) the incumbency and signatures of the  representatives  of
the Borrower executing the Loan Documents to which it is a party; and

                  (v)  that  the  Articles  of   Association  or  other  charter
documents of the Borrower described in Section 4.3(a)(i) or hereof have not been
amended and are true and complete as of the date hereof;

            (c) a certificate of a duly  authorized  manager of the Borrower and
each  Guarantor  to the  effect  that  after  giving  effect to the  transaction
contemplated  herein (i) the Obligation of the Borrower will not be greater than
the value of the consolidated property of the Borrower at a fair valuation; (ii)
the  Borrower  will have  sufficient  capital  to engage in its  business  on an
ongoing  basis;  and  (iii)  the  Borrower  will  have  the  ability  to pay its
Obligations as they mature;

            (d) the Credit Facility Note duly executed by the Borrower;

            (e)  Indemnification  Agreement,  substantially in the form attached
hereto as Exhibit C;

            (f) the Guaranty  duly executed by the  Guarantors;  which may be in
the form of multiple documents for the different Guarantors;

            (g) the  opinions  of counsel to the  Borrower,  Computer  Products,
Inc.,  Stevens-Arnold,  Inc.,  JETA Power  Systems,  Inc., RT Holding Corp.  and
Heurikon  Corporation from attorney(s) licensed to practice law in the states of
such entities organizations in form attached reasonably acceptable to the Bank;

            (h) the ISDA  Master  Agreement  dated as of July 14,  1997  between
First Union National Bank and the Borrower (the "ISDA Master Agreement") and any
other  documents  required by the terms  thereof to be delivered  in  connection
therewith;

            (i)  searches  from  each  jurisdiction  in which it is  transacting
business  demonstrating  that  there  are no liens  upon the  Borrower's  or any
Subsidiary's property except as permitted hereunder; and

            (j) all other additional opinions, documents, certificates and other
assurances that the Bank or its counsel may reasonably require.

      4.4 LOAN FEES. The Borrower shall pay at the time of execution  hereof the
Commitment Fee and all costs of the Bank incurred through such dates as provided
in Section 8.1 hereof.

      4.5 CLOSING. This Agreement,  the Note, and the Guaranty shall by executed
by the Borrower or Guarantor,  as the case may be, at the place set forth on the
signature  page hereof and the  execution  of this  Agreement  by the Bank shall
occur in Charlotte,  North  Carolina,  and the delivery of the originals of such
documents  to the  Bank  shall  occur  at the  office  of the  Bank's  agent  in
Charlotte,  North  Carolina,  and the  delivery of the balance of the  documents
described  in Article IV hereof  shall be at a time  agreed  upon by the parties
hereto, at the offices of Holland & Knight LLP, Suite 3000, 701 Brickell Avenue,
Miami, Florida.

      4.6  APPROVAL  OF COUNSEL  FOR BANK.  All legal  matters  incident to this
Agreement  shall be  reasonably  satisfactory  to Messrs.  Holland & Knight LLP,
counsel for the Bank.

      4.7  CONDITIONS  PRECEDENT TO THE ADVANCE.  The following  conditions,  in
addition to any other requirements set forth in this Agreement,  shall have been
met or performed on or prior to the date the Advance  hereunder shall be made by
the Bank:

            a. Request to Make the Advance. The Borrower shall have delivered to
the Bank a request to make an Advance which request  shall be  substantially  in
the form attached hereto as Exhibit D (the "Request).

            b. No Default.  On the date of the Request the Borrower  shall be in
compliance in all material  respects with all the terms and provisions set forth
in the Loan  Documents on its part to be observed or performed,  and no Event of
Default  shall have  occurred or be  continuing at such time, or will occur upon
the making of the Advance.

            c.  Correctness  of   Representations.   All   representations   and
warranties  made by the Borrower and any  Guarantor  herein or in the other Loan
Documents  or  otherwise  in writing in  connection  herewith  shall be true and
correct with the same effect as though the  representations  and  warranties had
been made on an as of the  proposed  date of the  Advance,  except to the extent
such representation and warranty relates to an earlier date.

            d. No Adverse  Change.  There  shall have been no  material  adverse
change in the condition,  financial or otherwise, condition as it existed on the
date of the most recent  financial  statements of such person delivered prior to
the date hereof.

            e.  Further  Assurances.  The  Borrower  shall have  delivered  such
further documentation or assurances as the Bank may reasonably require.

            f.  Advance  Limitations.  The  Request  for  an  Advance  shall  be
irrevocable,  made in the time frame as  specified  in Section 2.4  hereof,  and
shall be for the amount of the Loan specified in Section 2.1 hereof.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

      The Borrower consents and agrees that, from the effective date and so long
as this Agreement shall remain in force and effect, and until payment in full of
the principal and interest due under the Note and until full satisfaction of the
Obligation described hereunder, it shall:

      5.1 NOTICE. Give prompt written notice to the Bank of:

            a. the institution,  or threat of institution,  or the occurrence of
facts known to it which might  reasonably  be expected to result in, any action,
suit,  investigation or proceeding  instituted by or against the Borrower or any
Subsidiary  or the  partners  or  management  officials  of the  Borrower or any
Subsidiary  in their  capacity as such,  at law or in equity,  in any federal or
state  court or before  any  federal,  state,  municipal  or other  governmental
department,   commission,   board,  bureau  agency,   regulatory   authority  or
instrumentality,  domestic or foreign,  which seeks  damages or other  relief in
excess of One Million Dollars  ($1,000.000.00)  or the Equivalent Amount thereof
if such  judgment  is  rendered in other than  Dollars,  or which if  determined
adversely to the Borrower or any Subsidiary would have a material adverse effect
upon the business or financial condition of the Borrower; and

            b. any other action,  event or condition of any nature which, in the
reasonable opinion of the Borrower, with or without notice, or lapse of time, or
both, constitutes or would constitute an Event of Default under this Agreement.

            Each notice  required to be  delivered  pursuant to this Section 5.1
shall include a reasonably  detailed  description  of the matter,  the amount in
controversy  (or other  non-monetary  relief  sought or both),  the title of the
applicable forum,  style of the proceeding,  case number,  docket number and the
like,  and  the  attorney  or  law  firm   (together  with  address)   providing
representation on behalf of the Borrower,  or officers,  directors or management
officials of the Borrower,  in their  capacities  as such,  with respect to each
item of litigation listed.

      5.2 ACCOUNTS  AND REPORTS.  Maintain a standard  system of  accounting  in
accordance with generally accepted accounting  principles  consistently applied,
and  furnish  or  cause  to be  furnished  to the  Bank  copies  of  each of the
following:

            a. Within ninety (90) days after the end of its fiscal year,  (i) an
annual  consolidated  financial  statement of the Borrower and its Subsidiaries,
and related statements of income,  shareholders' equity, and changes in position
for such fiscal year,  all with  accompanying  notes,  in reasonable  detail and
stating in  comparative  form the figures as of the end of and for the  previous
fiscal year,  which may be prepared by the Borrower  (the  foregoing  shall have
been  certified by the Chief  Financial  Officer of the  Borrower as  presenting
fairly the  financial  position of the  Borrower and its  Subsidiaries,  and the
results of  operations  and changes in  financial  position for the fiscal year,
without  qualification,  in conformity with GAAP consistently  applied);  (ii) a
compliance  certificate  executed by the Chief Financial Officer of the Borrower
certifying  that as of the date  thereof the  Borrower is in  compliance  in all
material respects with the terms hereof, including Section 5.5(b) hereof.

            b. Within forty-five (45) days of the end of each fiscal quarter,  a
compliance  certificate executed by the Chief Financial Officer of the Borrower,
certifying  that as of the date  thereof,  the Borrower is in  compliance in all
material respects with the terms hereof, including Section 5.5(b) hereof.

            c.  Promptly  upon  becoming  available,  copies  of  all  financial
statements,  reports and notices  sent by  Borrower to its  stockholders  or any
governmental authorities, except material filed with a governmental authority in
the  ordinary  course of  business  which  does not  relate to or  disclose  any
material adverse effect to the affairs of the Borrower.

            d. Promptly, from time to time, such other information regarding the
operation,  business  affairs and  financial  condition  of the Borrower and the
Subsidiaries as the Bank may reasonably request.

      5.3   MAINTAIN INSURANCE.

            a.  Keep  the   insurable   properties   of  the  Borrower  and  its
Subsidiaries  adequately insured with sound and reputable insurers to the extent
and against such risks  (including fire and other risks commonly insured against
by extended  coverage)  as is  customary  with  companies in the same or similar
businesses.

            b.  Maintain  in full force and effect  public  liability  insurance
against claims for personal injury or death or property  damage  occurring upon,
in, or about or in connection with the use of any properties owned,  occupied or
controlled by the Borrower or any of its Subsidiaries.

      5.4 FUTURE TAXES. Pay all taxes and other governmental  assessments as the
same shall become due,  excepting only taxes and governmental  assessments which
the  Borrower or any  Guarantor  is  contesting  in good faith and for which the
Borrower or any Guarantor has set aside adequate  reserves,  including  reserves
for interest with respect thereto in the manner provided hereafter.

      5.5   LEGAL EXISTENCE, PROPERTIES, STOCK OWNERSHIP AND SOLVENCY.

            a.  Except  as  otherwise  permitted  by  Section  6.2 of  the  Loan
Agreement of even date herewith between the Bank and Computer Products, Inc., do
or cause to be done all things  necessary  to  preserve,  renew and keep in full
force and effect the  Borrower's  legal  existence,  and its  rights,  licenses,
permits  and  franchises  and  charters,  and  conduct and operate its and their
business  in  substantially  the  manner  in which  the  business  is  presently
conducted and operated  (subject to changes in the ordinary course of business);
and at all times  maintain,  preserve  and protect all material  franchises  and
trade  names;  and  comply in all  material  respects  with all laws,  statutes,
regulations  and  ordinances  of any  governmental  entity  or  agency  thereof,
applicable to the Borrower; and

            b. the Borrower will remain Solvent at all times.

      5.6  WARRANTIES  AND  CONDITIONS.  Do all acts or refrain from action,  as
necessary  to cause  all of the  representations  and  warranties  set  forth in
Article III hereof to continue to be true in all material  respects at all times
that this Agreement is in effect.

      5.7  FURTHER  AGREEMENTS.  Comply with any and all  procedures  reasonably
established  by the Bank for  processing,  handling and accounting for the Loans
and all payments involved,  and the documents or instruments pertaining thereto.
The  Borrower  shall  execute  and  deliver  to the  Bank  all  such  additional
agreements, documents, instruments and affidavits necessary or as may reasonably
be required by the Bank to evidence  and  accurately  account for and ratify all
amounts   advanced  or  payable  pursuant  to  this  Agreement  or  any  of  the
Obligations.  The  Borrower  shall pay all taxes  (other  than income or similar
taxes of the Lender),  recording fees and other reasonable costs incurred by the
Bank in connection  with such  subsequent  loans. At the option of the Bank, the
Note  may be  modified  or  renewed,  an  additional  note may be  executed,  or
overdrafts  may be allowed  on any  account of the  Borrower  with the Bank,  or
advances made against  uncollected  funds under drafts presented by the Borrower
to the Bank for collection.

      5.8  ENVIRONMENTAL  MATTERS.  Represents  to the Bank  that the  places of
business operated by the Borrower have not in the past been used by Borrower or,
to its knowledge, any other party, are not presently being used, and will not in
the future be used for the  handling,  storage,  transportation,  or disposal of
hazardous or toxic  materials in any manner not in  compliance  with  applicable
law. The Borrower agrees to indemnify,  defend,  and hold the Bank harmless from
and  against any loss to the Bank  (including,  without  limitation,  reasonable
attorneys'  fees)  incurred  by the Bank as a result of such  past,  present  or
future use, handling, storage, transportation, or disposal of hazardous or toxic
materials.

      5.9  GUARANTORS.  Promptly  forward  to  the  Guarantors  any  notices  or
documents  or  information  which it is  required  hereunder  or under  the Loan
Documents to forward to the Bank.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

      The Borrower covenants and agrees that, during the term of this Agreement,
it will not take any  action  in  violation  of  Articles  VI or VIA of the Loan
Agreement  effective  July 15, 1997 and executed of even date  between  Computer
Products,  Inc. and the Bank (the "CPI Loan  Agreement").  This  covenant  shall
remain in place  even if the CPI Loan  Agreement  shall be  satisfied  while the
Obligations  remain  outstanding.   The  Borrower  acknowledges  that  it  is  a
Significant Subsidiary for purposes of the CPI Loan Agreement.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

      7.1 EVENTS OF DEFAULT.  Any of the below  listed  events  happening to the
Borrower or any Subsidiary  are sometimes  referred to herein  alternatively  as
"Events of Default" or "Default":

            a. Failure to pay, perform, or comply with any material  obligation,
promise,  covenant,  agreement or provision under any of the Loan Documents,  or
upon the  occurrence of any other event of default and the  continuation  beyond
the  expiration of any cure period  relating  thereto under any other  agreement
between the Borrower, Computer Products, Inc., or any Subsidiary and the Bank;

            b. Any warranty,  representation  or statement  made or furnished to
Lender by or on behalf of  Borrower or any  Subsidiary  shall prove to have been
false or misleading in any material respect when made or furnished;

            c.    Dissolution or liquidation of the Borrower;

            d. The Borrower shall fail to pay any additional monetary obligation
in  excess of One  Hundred  Thousand  Dollars  ($100,000.00)  when due,  however
arising and to whomever owed, except in immaterial  amounts through  inadvertent
clerical error;

            e. The Borrower should make a general  assignment for the benefit of
creditors,  or any  proceeding of any other  similar  nature be instituted by or
against  the  Borrower  or  any  Significant  Subsidiary  or any  proceeding  be
instituted against the Borrower or any Significant Subsidiary alleging that such
entity  is  insolvent,  or a  receiver  be  appointed  for the  Borrower  or any
Significant  Subsidiary  or for any property of the Borrower or any  Significant
Subsidiary,  and such proceeding  shall not be dismissed within ninety (90) days
after the date such action is commenced;

            f. Any verdict or judgment in excess of Two Hundred  Fifty  Thousand
and No/Dollars  ($250,000.00) or an Equivalent  Amount if the judgment is not in
Dollars  individually or in the aggregate in any twelve (12) month period during
the term hereof be obtained or entered  against the  Borrower or any property of
such entity,  and remain unsatisfied or not stayed by court order upon posting a
bond,  after thirty (30) days from the rendition of such  judgment  unless fully
covered by insurance less permitted deductible;

            g. A decree  or order  shall be  entered  by a court  for  relief in
respect of the  Borrower  under Title 11 of the United  States  Code,  as now or
hereafter  constituted,  or any  other  applicable  foreign,  federal  or  state
bankruptcy,   insolvency  or  other  similar  law,  or  appointing  a  receiver,
liquidator, assignee, trustee, custodian,  sequestrator (or similar official) of
the Borrower or of any substantial  part of either the Borrower's  property,  or
ordering the winding-up or liquidation of its affairs and the continuance of any
such  decree  or order  unstayed  and in  effect  for a period  of  ninety  (90)
consecutive days;

            h.  Borrower  shall  file a petition  or answer or  consent  seeking
relief  under  Title  11  of  the  United  States  Code,  as  now  or  hereafter
constituted,  or any other  applicable  foreign,  federal  or state  bankruptcy,
insolvency or other similar law, or consent to the  institution  of  proceedings
thereunder or to the filing of any such petition or to the appointment or taking
possession of a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other  similar  official)  of the  Borrower or any  substantial  part of the
Borrower's  property,  or Borrower shall fail generally to pay their  respective
debts as such  debts  become  due,  or take  action in  furtherance  of any such
action;

            i. The  Borrower  is in default  under any  agreement,  mortgage  or
security  agreement  with any  person  or  corporation  whatsoever  which  would
reasonably  be  expected  to  materially  adversely  affect  the  ability of the
Borrower by itself or the Borrower and the  Subsidiaries,  taken as a whole,  to
perform any action or make any payment  required by this or any other  agreement
between the Borrower and the Bank;

            j. The making of any levy, seizure, garnishment, or attachment of or
on any assets of the  Borrower  if the effect of such action may  reasonably  be
expected to have a material adverse affect on the ability of the Borrower or the
Borrower  and the  Subsidiaries  taken as a whole  to  perform  its  obligations
hereunder;

            k.  In the  event  that  control  of the  Borrower  is  transferred,
directly or indirectly,  to any person other than another Subsidiary or Computer
Products, Inc.;

            l. The  Guarantors,  or any of them,  default  in their  obligations
under the Guaranty; or

            m.  The  occurrence  of an  Event  of  Default  under  the CPI  Loan
Agreement or under the Amended and Restated Loan Agreement  effective as of July
15, 1997 and  executed  of even date  herewith  among the Bank,  the First Union
National Bank and Computer Products, Inc.; or

            n. The  occurrence of any material  adverse  change to the financial
condition of the Borrower.

For purposes of the foregoing  subsection  (k),  "control" shall be deemed to be
the  ownership  of a  sufficient  number of shares of the  Borrower  so that the
holder  thereof holds the right to vote,  directly or  indirectly,  in excess of
fifty percent (50%) of the voting stock of the Borrower, or can otherwise elect,
whether  directly or indirectly,  through stock  ownership,  proxy,  shareholder
agreement or  otherwise,  one-half  (1/2) or more of the members of the Board of
Directors of the Borrower.

The Bank agrees that if an Event of Default has occurred (i) pursuant to Section
6.1(a) of the CPI Loan Agreement  because of the failure of the Borrower to make
a required  payment  thereunder,  the Borrower  shall have five (5) days to cure
such default prior to the Lender  having the right to accelerate  the payment of
all amounts owed  hereunder;  or (ii) pursuant to any other provision of Section
7.1 hereof,  that is not due to the  provisions of Sections 7.1 (e), (g), (h) or
(m) the Borrower  shall have thirty (30) days to cure such default  prior to the
Bank having the right to accelerate the payments of all amounts owed hereunder.

Upon the occurrence of an Event of Default and the  continuation  thereof beyond
any applicable cure period as set forth above or at any time  thereafter  during
the  continuance  of any such Event of  Default,  the Note,  the  Guaranty,  the
Obligation  and all  other  payments  required  to be made  hereunder  shall  be
forthwith due and payable at the Bank's option,  except that on Event of Default
under Sections 7.1(e), (g), (h), the Obligations and all other amounts hereunder
shall be automatically  due and payable without further action by the Bank, both
as to principal  and interest,  without  presentment,  demand,  protest or other
notice of  nonpayment  or default or other notice of any kind,  all of which are
hereby  expressly  waived,  anything  contained  herein  or in the  Notes to the
contrary  notwithstanding.  Upon the occurrence of an Event of Default,  (i) the
principal amounts owed hereunder on the Loans shall bear interest at the highest
rate  allowable  under  applicable  law,  or, if there is no such limit,  at the
Default  Rate,  until  such  Event of  Default  is cured  or until  the  amounts
outstanding hereunder are paid in full; and (ii) any money held as a result of a
transaction  otherwise  permitted  pursuant to Section 6.1 of CPI Loan Agreement
shall be  delivered  to the Bank as  collateral  for the  Obligations.  Upon the
occurrence of an Event of Default,  the Bank may exercise any rights given to it
by law, the Note,  or given by this  Agreement,  and the Bank may apply any sums
received by the Bank to any of the  Obligations  or any portion  thereof in such
order as the Bank in its sole  discretion  may  determine,  any  request  to the
contrary by the Borrower notwithstanding.

      If  the  Borrower  fails  to pay  any  amount  payable  by it  under  this
Agreement,  the Borrower  shall  forthwith on demand by the Bank pay interest on
the overdue amount from the due date, whether by maturity or acceleration, up to
the date of actual  payment,  as well after as before  judgment,  at the Default
Rate,  which shall be the rate  determined by the Bank to be 4 percent above the
rate which would otherwise be payable for the Advance for an Interest Period, or
Interest Periods, selected by the Bank.

      Without limitation to any other rights under law, the Bank may at any time
while an Event of Default is outstanding set off any matured  obligation owed by
the  Borrower  under this  Agreement  against  any  obligation  (whether  or not
matured) owed by the Bank to the Borrower or any  Subsidiary,  regardless of the
place of  payment,  booking  branch or  currency  of either  obligation.  If the
obligations are in different currencies,  the Bank may convert either obligation
at a market rate of exchange in its usual  course of business for the purpose of
the set-off. If either obligation is unliquidated or unascertained, the Bank may
set off in an amount  reasonably  estimated by it in good faith to be the amount
of that obligation.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      8.1 COSTS OF LOAN.  The Borrower  shall pay all  reasonable  out-of-pocket
expenses  incurred by the Bank in connection with the preparation and closing of
this Agreement,  the making of each Funding or Advance,  the  administration  of
this Agreement,  and in the enforcement of the rights of the Bank under the Loan
Documents and under the Note and any other  agreements  between the Borrower and
the Bank,  including  the  reasonable  attorneys'  fees  incurred by the Bank in
preparing  and closing  this  Agreement  which  attorneys'  fees  (exclusive  of
out-of-pocket  expenses)  shall not exceed  $______________,  together  with the
out-of-pocket  fees of such  counsel,  whether in  consultation  or in judicial,
administrative, bankruptcy, conservatorship or receivership proceedings, through
all appeals.  Such out-of-pocket  expenses specifically include all filing fees,
the cost of all  documentary  tax stamps,  if any,  and other  taxes,  excluding
federal or Florida  taxes on corporate  income,  which are or become  payable by
reason  of the  transactions  between  the  Borrower  and  the  Bank  which  are
encompassed  by this  Agreement,  as well as any penalties or  additional  taxes
which  may  become  due by  reason of the  Borrower's  instructions  to the Bank
concerning  the payment of such taxes,  and at the Bank's  option  costs of tax,
judgment and lien  searches,  and recording  fees, if any. Costs incurred to the
date of Closing shall be paid at Closing, by separate check payable to the order
of the Bank.

      8.2   SURVIVAL   OF    REPRESENTATIONS.    All   covenants,    agreements,
representations  and  warranties  by the Borrower and any  Guarantor in the Loan
Documents or  otherwise  in writing in  connection  herewith  shall  survive the
execution and delivery to the Bank of this  Agreement and the Note, and shall be
true and correct and continue in full force and effect so long as any portion of
any  Obligation  or the  Note is  outstanding  or this  Agreement  has not  been
terminated,  except to the extent such representation and warranty relates to an
earlier date.

      8.3   TERMINATION  OF LOAN.  This Agreement may not be terminated by the
Borrower until payment of the Obligation in full.

      8.4  APPLICABLE  LAW. The terms and  performance of this Agreement and the
terms  and  payment  of the  Note  shall be  construed  in  accordance  with and
controlled  and  governed  by the laws of the State of Florida,  and  applicable
federal  law, as amended  from time to time.  The Bank,  the  Borrower  and each
Guarantor  agree  that the venue of any action  brought  to  enforce  any rights
created hereunder will be in Broward County, Florida.

      8.5 MODIFICATION OF LOAN AGREEMENT. Unless otherwise specifically provided
for in this  Agreement,  no consent,  modification,  amendment  or waiver of any
provision of this Agreement,  the Note, or the other the Loan Documents executed
in conjunction herewith,  nor any consent of the Bank to any variance therefrom,
shall in any event be  effective  unless the same shall be in writing and signed
by the Bank.

      8.6 NO WAIVER OF RIGHTS BY Bank.  Neither any failure nor any delay on the
part of the Bank in  exercising  any right,  power or  privilege  under the Loan
Documents  shall  operate  as a waiver  thereof;  nor shall a single or  partial
exercise  thereof  preclude any other or further exercise or the exercise of any
other right,  power or privilege.  It is further agreed between the parties that
no waiver of any duty or condition  contained in any of the Loan Documents shall
at any time be held to be a waiver of the  other  duties  or  conditions  of the
Borrower thereunder, or of the same duties or conditions upon a future occasion.

      8.7 INTEREST.  All interest payable hereunder shall be at a per annum rate
computed by dividing the  applicable  per annum  interest  rate by three hundred
sixty (360),  except as otherwise provided herein, and multiplying the result by
the actual number of days elapsed. Notwithstanding any provision in the Notes or
in any other document executed in connection with this Agreement, the Borrower's
total liability during any payment period for payment of fees,  charges or other
payments which may be deemed  interest shall not exceed the higher of the limits
imposed by the usury laws of the State of  Florida or of the United  States,  as
applicable. If, for any reason, total liability for payments which may be deemed
interest,  should be  greater  than the limit  imposed  by the usury laws of the
State of Florida or of the United States  (whichever  results in the higher rate
of lawful interest),  as applicable,  for any interest payment period,  then all
sums in excess of those lawfully collectible with interest for that period shall
be applied to the reduction of principal of the Loans, without further agreement
or notice.  The Bank has agreed to accept, and the Borrower has agreed to apply,
such sums as a penalty-free prepayment of principal, unless the Bank at any time
elects,  by notice to the Borrower in writing,  to waive or limit the collection
of any sums in excess of those  lawfully  collectible  as  interest  rather than
accept those sums as a prepayment of principal. Upon any demand for payment, all
unlawful interest (if any) shall be eliminated.

      8.8 SEVERABILITY. In case all or any part of one or more of the provisions
contained in the Loan Document should be invalid,  illegal or  unenforceable  in
any  respect,  the  validity,   legality  or  enforceability  of  the  remaining
provisions contained herein or therein and the remainder of such provision shall
not in any way be affected or impaired thereby.

      8.9 SUCCESSORS AND ASSIGNS.  This Agreement  shall inure to the benefit of
and  shall  be  binding  upon the  successors  and  assigns  of the Bank and the
Borrower. The Bank shall have the right to syndicate its interests in the Loans,
or either of them, or to grant  participation and transfer interests in the Note
to other persons and to furnish such  information  as is reasonably  required to
induce  such  persons  to  enter  into  such  arrangements  and to  satisfy  any
regulatory requirements pertaining thereto; provided, however, that the Borrower
shall have the right to approve all such participants,  which approval shall not
be  unreasonably  withheld;  and provided,  further,  that the Bank shall not be
entitled to syndicate or transfer  interests in more than fifty percent (50%) of
its interest in the Loans.  In the event the Bank notifies the Borrower that the
Bank will grant such  participation,  or assign a portion of the Lender's rights
and obligations in the Loans, the Bank  acknowledges  that the Borrower will not
be deemed to be acting unreasonably if it denies such request because the entity
to whom the Bank  proposes  to grant a  participation  or assign such rights and
obligations will require payments under Section 2.4 hereof  materially in excess
of those required to be paid to the Lender.  The Borrower will take such actions
as the Bank may reasonably  require to effect the grant and  performance of such
participation  or the assignment of an interest of its rights and obligations to
another entity.

      8.10  NOTICES.  All  notices,   demands,   requests,   consents  or  other
communications required or permitted to be given or made under this Agreement in
writing,  shall be deemed given or made when delivered in person,  five (5) days
after  such  communication  is posted in the  mails,  or one (1) day after  such
communication is sent by a nationally recognized overnight courier service.

      Notice shall be given as follows:

      First Union National Bank
      200 East Broward Boulevard
      Ft. Lauderdale, Florida  33301
      ATTN: Corporate Banking,
            Mr. M. Walker Duvall, Senior Vice President

      AND

      First Union National Bank
      4299 N.W. 36th Street
      Miami Springs, Florida  33166
      ATTN:  Ms. Missy Morgan, Senior Vice President

      AND

      First Union National Bank
      London Branch
      One Bishopgate
      LONDON EC2N 3AB ENGLAND
      ATTN: Ian G. Morrison, Vice President

      With a copy to:

      Holland & Knight LLP
      701 Brickell Avenue
      Suite 3000
      Miami, Florida  33131

      ATTN:  Douglas F. Darbut, Esq.

      If to the Borrower:

      c/o Herbert Elektronische Gerate GmbH & Co. Kg.
      Computer Products, Inc.
      7900 Glades Road
      Suite 500
      Boca Raton, Florida 33434
      ATTN: Richard Thompson

      With a copy to:

      Hertzog, Calamari & Gleason
      100 Park Avenue
      New York, New York 10017
      ATTN:  John D. Vaughan, Esq.

      If to the Guarantors:

      c/o Computer Products, Inc.
      7900 Glades Road
      Suite 500
      Boca Raton, Florida 33434
      ATTN: Richard Thompson

The  foregoing  addresses may be changed by either party by giving notice to the
other party in accordance with the above.

      8.11  INCORPORATION OF TERMS. It is mutually  understood and agreed by and
between  the  parties  hereto  on  behalf of  themselves,  and their  respective
representatives  or successors in interest,  that the Note and other  agreements
between the Borrower and the Bank heretofore and  hereinafter  described and all
of the conditions, stipulations, agreements and covenants contained in said Note
and other agreements are hereby incorporated by reference to the same extent and
effect as if they were fully set forth verbatim herein,  and made a part of this
Agreement,  until this  Agreement is terminated by the payment of the Obligation
in full. It is further  mutually  understood  and agreed that the Borrower shall
perform,  comply  with,  and  abide by each  and  every  warranty,  stipulation,
agreement,  condition and covenant in the Note,  and other  agreements,  and the
provisions of this Agreement.

      In the event of an  ambiguity  or  conflict  of terms  between  any of the
provisions  of the foregoing  documents,  the terms of this  Agreement  shall be
deemed to amend and control all of the other documents;  and, to the extent that
any of the agreements are silent,  each shall  supplement the others;  provided,
however,  in the event of any conflict  between the terms of this  Agreement and
any of the  instruments  referenced  above,  the terms which, in the Bank's sole
discretion,  grant the Bank the greater  protection with respect to its security
for the Note or in any other  manner are of greater  benefit to the Bank,  shall
control.   All  provisions  of  contemporaneous   or  previous   agreements  and
understandings  between the Borrower and the Bank in conflict with any expressed
provision  hereof shall be merged into this Agreement and be extinguished and of
no further force and effect.

      8.12 COUNTERPARTS.  This Agreement may be signed in counterparts,  each of
which shall be considered an original.

                                   ARTICLE IX

                                 INDEMNIFICATION

      9.1 NET PAYMENTS.  All payments by the Borrower  under this  Agreement and
the Note shall be made without setoff or counterclaim and in such amounts as may
be necessary in order that all payments,  after  deduction or withholding for or
on account of any  present or future  taxes,  levies,  imposts,  duties or other
charges  of  whatsoever  nature  imposed  by any  government  or  any  political
subdivision or taxing authority thereof (collectively the "Taxes"), shall not be
less than the amounts  otherwise  specified to be paid under this  Agreement and
the Note.  Notwithstanding  anything to the  contrary  contained in this Section
9.1, the Borrower  shall not be liable for the payment of any tax on or measured
by net income imposed on or measured by the net income or portion thereof of the
Bank.  The Borrower shall pay all Taxes when due (and indemnify the Bank against
any  liability  therefor)  and shall  promptly  (and in any event not later than
thirty (30) days thereafter) furnish to the Bank any certificates,  receipts and
other documents which may be required (in the judgment of the Bank) to establish
any tax  credit  to which  the Bank may be  entitled.  The Bank  shall  promptly
reimburse  the Borrower upon receipt by the Bank of any refund or credit paid to
the Bank for which and to the extent the Bank has previously  been reimbursed by
Borrower under this Section.  The obligations of the Borrower under this Section
9.1 shall  survive the  termination  of this  Agreement and the repayment of the
Notes.

      The Bank will cooperate with  reasonable  requests of the Borrower to seek
refunds of amounts payable hereunder and to minimize amounts payable  hereunder,
provided  that  Borrower  shall pay the costs and expenses  thereof and provided
that such  request  shall not require  any  action,  in the opinion of the Bank,
which would or may adversely affect the Bank.

                                    ARTICLE X

                         WAIVER OF JURY TRIAL AND VENUE

            10.1  Arbitration.  Upon demand of any party  hereto,  whether  made
before or after institution of any judicial  proceeding,  any dispute,  claim or
controversy  arising out of,  connected  with or relating to this Loan Agreement
and the other Loan Documents  ("Disputes") between or among parties to this Loan
Agreement  shall  be  resolved  by  binding   arbitration  as  provided  herein.
Institution of a judicial proceeding by a party does not waive the right of that
party to demand arbitration hereunder. Disputes may include, without limitation,
tort  claims,  counterclaims,  disputes  as to  whether a matter is  subject  to
arbitration, claims brought as class actions, claims arising from Loan Documents
executed  in the  future,  or  claims  arising  out  of or  connected  with  the
transaction reflected by the Notes.

      Arbitration  shall be  conducted  under  and  governed  by the  Commercial
Financial Disputes  Arbitration Rules (the "Arbitration  Rules") of the American
Arbitration  Association  (the  "AAA")  and  Title  9  of  the  U.S.  Code.  All
arbitration  hearings  shall be  conducted  in  Miami,  Florida.  The  expedited
procedures  set  forth  in Rule 51 et seq.  of the  Arbitration  Rules  shall be
applicable  to claims of less than  $1,000,000.00.  All  applicable  statutes of
limitation shall apply to any Dispute.  A judgment upon the award may be entered
in any court  having  jurisdiction.  The panel  from which all  arbitrators  are
selected  shall be  comprised  of  licensed  attorneys.  The  single  arbitrator
selected for expedited procedure shall be a retired judge from the highest court
of general  jurisdiction,  state or federal, of the state where the hearing will
be conducted or if such person is not available to serve, the single  arbitrator
may be a licensed  attorney.  Notwithstanding  the foregoing,  this  arbitration
provision does not apply to disputes under or related to swap agreements.

      10.2  PRESERVATION  AND  LIMITATION  OF  REMEDIES.   Notwithstanding   the
preceding binding arbitration  provisions,  Borrower and Bank agree to preserve,
without  diminution,  certain  remedies  that any  party  hereto  may  employ or
exercise freely,  independently or in connection with an arbitration  proceeding
or after an arbitration action is brought Borrower and Bank shall have the right
to proceed in any court of proper  jurisdiction  or by  self-help to exercise or
prosecute  the  following  remedies,  applicable:  (i) all  rights of  self-help
including peaceful occupation of real property and collection of rents, set-off,
and peaceful  possession of personal  property;  (ii)  obtaining  provisional or
ancillary remedies  including  injunctive  relief,  sequestration,  garnishment,
attachment,  appointment  or  receiver  and  filing  an  involuntary  bankruptcy
proceeding;  and (iii) when  applicable,  a judgment by  confession of judgment.
Preservation  of these  remedies  does not limit the power of an  arbitrator  to
grant similar remedies that may be requested by a party in a Dispute.

      Borrower  and Bank agree that they shall not have a remedy of  punitive or
exemplary damages against the other in any Dispute and hereby waive any right or
claim to punitive or  exemplary  damages they have now or which may arise in the
future in  connection  with any  Dispute  whether  the  Dispute is  resolved  by
arbitration or judicially.

<PAGE>

      In the event that the  provisions of Section 10.1 or 10.2 hereof are found
to be  unenforceable  and a  Dispute  may  not be  resolved  pursuant  to  those
Sections,  the  parties  hereto  agree  that the  following  provision  shall be
applicable:

            WAIVER OF JURY TRIAL.  THE BANK AND THE BORROWER AND EACH  GUARANTOR
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  BASED HEREON,  OR ARISING OUT OF,
UNDER OR IN  CONNECTION  WITH  THE  LOANS,  THIS  AGREEMENT  AND ANY  AGREEMENTS
CONTEMPLATED  HEREBY TO BE EXECUTED IN CONJUNCTION  THEREWITH,  OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
EACH  PARTY.  THIS  PROVISION  IS A MATERIAL  INDUCEMENT  FOR Bank AND  BORROWER
ENTERING INTO THIS AGREEMENT.

      10.3  WAIVER OF PLEA OF  JURISDICTIONS  OR VENUE.  The  Borrower  and each
Subsidiary hereby waives any plea of jurisdiction or venue as not having a place
of business in Broward County,  Florida, and hereby specifically  authorizes any
action  brought  upon  the  enforcement  of the  Loan  Documents  by  Bank to be
instituted  and  prosecuted  in either  the  Circuit  Court of  Broward  County,
Florida,  or in the United States  District  Court for the Southern  District of
Florida, at the election of Bank.

      IN WITNESS  WHEREOF,  the Bank and the Borrower have caused these presents
to be  executed in their  respective  names by their duly  authorized  executive
officers,  at the place first set forth herein, all as of this 15th day of July,
1997.

                                    FIRST UNION NATIONAL BANK,
                                    LONDON BRANCH

                                       By:

                                         Joseph M. Mayhew

                                    Its: Senior Vice President

                                    HERBERT ELEKTRONISCHE GERATE GMBH & CO. KG,

                                     By: Herbert Zehnte Betelligungs
                                       und-Verwaltungs-GmbH, as general partner
                                for  Herbert Elektronische Gerate GmbH & Co. KG


                                     Mr. Richard Thompson
                                     Geschaftsfuhrer

                              Date of Execution: November _____, 1997
                              Place of Execution: Eden Prairie, Minnesota


                                                      (Corporate Seal)

                              Computer Products GmbH, as Partner and
                              future Limited Partner of Herbert GmbH & Co. KG

                                    upon its registration in Commercial
                                    Register A of Frankfurt am Main

                                 Mr. Gary Duffy

                              Date of Execution:                , 1997
                              Place of Execution: Youghal County Cork,Ireland


                              Mr. Siegfried Georg Kreuzer
                              Date of Execution:                , 1997
                              Place of Execution: Amberg, Germany

<PAGE>

CHARLOTTE, NORTH CAROLINA

      I HEREBY CERTIFY that the foregoing  instrument was acknowledged before me
this  _7th__  day of  November,  1997,  by Joseph M.  Mayhew,  as Senior  Vice
President  of  First  Union  National  Bank,  London  Branch  on  behalf  of the
corporation.   He  is  personally  known  to  me  (YES)  (NO)  or  who  produced
______________________ as identification.

WITNESS my hand and seal this _7th_ day of November, 1997.
Carla Eaker
-----------------------------------
NOTARY PUBLIC

My Commission Expires: August 21, 2002

Eden Prairie, Minnesota
Place of Execution

      I, _Karen Scheldroup, a Notary Public within and for the State of
Minnesota duly  commissioned and acting, do hereby certify that on this 6th_ day
of November,  1997,  personally appeared RICHARD THOMPSON, as Geschaftsfuhrer of
Herbert  Zehnte   Betelligungs-undVerwaltungs   GmbH,  as  general  partner  for
Elektronische Gerate GmbH & Co. KG, a German partnership, to me personally known
to be the person who signed the foregoing  instrument,  who being duly sworn and
being informed of the contents of said  instrument,  stated and  acknowledged on
oath  that he  signed,  executed,  sealed  and  delivered  same of his  free and
voluntarily  act and deed,  for the uses,  purposes and  considerations  therein
expressed and set forth.

WITNESS my hand and seal this __6th day of November, 1997.
Karen Scheldroup
-----------------------------------
NOTARY PUBLIC

My Commission Expires: Jan. 31, 2000

<PAGE>

Youghal County Cork, Ireland
Place of Execution

      I, Patrick lavan, a Notary Public within and for the Republic
of Ireland,  duly  commissioned and acting,  do hereby certify that on this 13th
day of November,  1997, personally appeared GARY DUFFY, as Authorized Signatory
of  Computer  Products  GmbH,  acting as partner and future  Limited  Partner of
Herbert  GmbH & Co. KG upon its  registration  in the  Commercial  Register A of
Frankfurt  am Main,  to me  personally  known to be the  person  who  signed the
foregoing instrument, who being duly sworn and being informed of the contents of
said  instrument,  stated and  acknowledged  on oath that he  signed,  executed,
sealed and  delivered  same of his free and  voluntarily  act and deed,  for the
uses, purposes and considerations therein expressed and set forth.

WITNESS my hand and seal this 13th day of November, 1997.
Patrick Lavan
-----------------------------------
NOTARY PUBLIC

My Commission Expires: