Exhibit No, 10.45
                              AMENDED AND RESTATED

                                 LOAN AGREEMENT

                                     BETWEEN

                            COMPUTER PRODUCTS, INC.,

                            FIRST UNION NATIONAL BANK

                                       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 ..................................5

      Section 2.1 The Credit Facility........................5
      Section 2.2 Note.......................................7
      Section 2.3 Option to Elect Interest Rate on the
                  Loans......................................7
      Section 2.4 Interest Rates.............................7
      Section 2.5 Mandatory Prepayments.....................15
      Section 2.6 Fees......................................16
      Section 2.7 Business Days.............................16
      Section 2.8 Guarantees................................16
      Section 2.9 Mode of Payment...........................16
      Section 2.10 Prepayment...............................16
      Section 2.11 Use of Proceeds..........................17
      Section 2.12 Payment..................................17

ARTICLE III REPRESENTATIONS AND WARRANTIES..................18

      Section 3.1 Organization, Powers, Etc.................19
      Section 3.2 Authorization of Loan, Etc................19
      Section 3.3 Litigation, Administrative and
                  Regulatory Proceedings....................20
      Section 3.4 Payment of Taxes and Other Charges........20
      Section 3.5 Federal Reserve Regulations...............20
      Section 3.6 Subsidiaries..............................21
      Section 3.7 Consents, Etc.............................21
      Section 3.8 Properties................................21
      Section 3.9 Ownership.................................22

Section 3.10      Intentionally Left Blank..................22
      Section 3.11      Agreements..........................23
      Section 3.12      Enforceability of the Loan Documents23
      Section 3.13      Guaranty............................23
      Section 3.14      Relationship of the Borrower and
                        Subsidiaries........................23
      Section 3.15      Public Utility Holding Company Act..24
      Section 3.16      Survival of Representations and
                        Warranties..........................24

ARTICLE IV CONDITIONS OF LENDING............................24

      Section 4.1 Representations and Warranties............24
      Section 4.2 No Default................................24
      Section 4.3 Supporting Documents and Other
                  Conditions................................24
      Section 4.4 Loan Fees.................................26
      Section 4.5 Closing...................................26
      Section 4.6 Approval of Counsel for Bank..............27
      Section 4.7 Conditions Precedent to the Advance.......27

ARTICLE V AFFIRMATIVE COVENANTS.............................28

      Section 5.1 Notice....................................28
      Section 5.2 Accounts and Reports......................28
      Section 5.3 Maintain Insurance........................30
      Section 5.4 Future Taxes..............................30
      Section 5.5 Legal Existence, Properties, Stock
                  Ownership and Solvency....................30
      Section 5.6 Warranties and Conditions.................31
      Section 5.7 Further Agreements........................31
      Section 5.8 Erisa.....................................32
      Section 5.9 Environmental Matters.....................32
      Section 5.10Guarantors................................32

ARTICLE VI NEGATIVE COVENANTS...............................32

      Section 6.1 Sale of Assets............................32
      Section 6.2 Reorganizations...........................34
      Section 6.3 Liens.....................................34
      Section 6.4 Guarantees................................35
      Section 6.5 Indebtedness..............................35
      Section 6.6 No Loans..................................35
      Section 6.7 Investments...............................36
      Section 6.8 Acquisitions..............................36
      Section 6.9 Fiscal Year...............................37

ARTICLE VI A FINANCIAL COVENANTS............................37

      Section 6A.1 EBITDA to Debt Service Coverage Ratio....37
      Section 6A.2 Tangible Net Worth.......................37
      Section 6A.3 Total Debt to EBITDA.....................37

ARTICLE VII EVENTS OF DEFAULT...............................38

      Section 7.1 Events of Default.........................38

ARTICLE VIII MISCELLANEOUS..................................41

      Section 8.1 Cost of Loan..............................41
      Section 8.2 Survival of Representations...............42
      Section 8.3 Termination of Loan.......................42
      Section 8.4 Applicable Law............................42
      Section 8.5 Modification..............................42
      Section 8.6 No Waiver of Rights by Bank...............42
      Section 8.7 Interest..................................42
      Section 8.8 Severability..............................43
      Section 8.9 Successors and Assigns....................43
      Section 8.10 Notices..................................43
      Section 8.11 Incorporation of Terms...................45
      Section 8.12 Counterparts.............................45

ARTICLE IX INDEMNIFICATION..................................46

      Section 9.1 Net Payments........ .....................46

ARTICLE X WAIVER OF JURY TRIAL AND VENUE. ..................46

      Section 10.1 Arbitration........... ..................46
      Section 10.2 Preservation and Limitation of
                   Remedies............... .................47
      Section 10.3 Waiver of Plea of Jurisdiction
                   or Venue................ ................47

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         Credit Facility A Note
Exhibit B         Credit Facility B Note
Exhibit C         Unconditional Guaranty
Exhibit D         Indemnification Agreement
Exhibit E         Advance Request

<PAGE>

                       AMENDED AND RESTATED LOAN AGREEMENT

This Amended and Restated Loan Agreement,  (the "Agreement") is made and entered
into with an effective  date of July 15, 1997, by and among First Union National
Bank,  London Branch,  located at One Bishopsgate,  London EC2N 3AB England (the
"Branch")  and First Union  National  Bank,  with an address at 200 East Broward
Boulevard,  Ft.  Lauderdale,  Florida 33301 ("FUNB",  and collectively  with the
Branch referred to herein as the "Bank" or the "Lender"), and Computer Products,
Inc., a Florida corporation (the "Borrower"), having a place of business at 7900
Glades Road, Boca Raton, Florida 33434.

                                 R E C I T A L S

      WHEREAS,  the  Borrower  and FUNB  have  entered  into that  certain  Loan
Agreement dated as of April 4, 1995 (the "Prior Loan Agreement");

      WHEREAS,  the Borrower has requested certain  amendments to the Prior Loan
Agreement, including the ability to borrow in currencies other than Dollars, and
the Bank is willing to do so in  accordance  with the terms and  conditions  set
forth herein; and

      WHEREAS, in order to facilitate the making of Loans other than Prime-Based
Loans (as defined herein),  the Bank desires to utilize the Branch,  so that the
Branch will also become a party to this Agreement,  and the Branch is willing to
do so;

      WHEREAS,  the parties  hereto  executed that certain  Amended and Restated
Loan Agreement as of July 15, 1997, and 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 an advance of proceeds of Credit Facility
B to the  Borrower  pursuant  to this  Agreement  and shall  include  any Dollar
Advance or any Optional  Currency  Advance.  All Advances must be in a principal
amount of at least  $100,000.00.  or an Equivalent  Amount  thereof for Optional
Currency Advances.

                  "Advance  Request"  shall  mean  the  written  request  for an
Advance under Credit Facility B as identified in Section 2.4(f) hereof and shall
among other things (i) specify the date of the requested Advance, which shall be
a Business  Day;  (ii) specify the amount of the Advance and;  (iii) specify the
currency in which the Advance is to be made.

                  "Application"  shall  mean  the  application  required  to  be
submitted  for the  issuance of a letter of credit  pursuant  to Section  2.1(d)
hereof.

                  "Business  Day" shall mean a weekday other than a day on which
banks are required or  authorized  to close in  Jacksonville,  Florida,  and, in
respect of a  transaction  relating  to either a  LIBOR-Based  Loan or  Optional
Currency,  in (i) London,  England and (ii) if the  transaction  involves Option
Currency,  in a money market city in the country  issuing the Optional  Currency
selected.

                  "Closing"  shall mean the meaning  described  in Section 4.1

                   -------
hereof.

                  "Credit  Facilities" shall mean Credit Facility A and Credit
Facility B.

                  "Credit Facility A" shall mean the loan facility  described in
Section 2.1(a) hereof.

                  "Credit  Facility A Maturity" shall have the meaning set forth
in Section 2.1(a) hereof.

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

                  "Credit Facility B" shall mean the loan facility  described in
Section 2.1(b) hereof.

                  "Credit  Facility B Maturity" shall have the meaning set forth
in Section 2.1(b) hereof.

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

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

                   -------
hereof.

                  "Debt Service" shall mean scheduled  principal  repayment plus
interest expense for the period being measured.

                  "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.

                  "Dollar" shall mean United States Dollars.

                  "Dollar  Advance"  shall  mean an Advance  which the  Borrower
requests to be made (or is deemed to have  requested to be made) in Dollars,  in
accordance with the provisions of Section 2.4(h) hereof.

                  "EBITDA"  shall mean net income plus  interest plus taxes plus
depreciation plus amortization for the period being measured.

                  "Equivalent  Amount"  shall mean,  in relation to any Optional
Currency  Advance or FX Calculation  Date, 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 (a) the  second
Business Day immediately  preceding the Optional Currency Advance in relation to
such  Advance  or  (b)  the  second  Business  Day  immediately  preceding  a FX
Calculation Date in relation to such date.

                  "FX  Calculation  Date"  shall mean any date on which the Bank
makes a determination of the Equivalent  Amount of Optional  Currency  Advances,
which shall include,  without limitation,  the second day succeeding the date on
which an Optional  Currency  Advance is  requested,  the last day of an Interest
Period, and, in the event that an Interest Period is six months, the last day of
the  third  month of such  Interest  Period  and the  last day of such  Interest
Period.

                  "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 Credit
Facility A or Credit Facility B.

                  "LIBOR   Reserve   Percentage"   shall  mean  either  (i)  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; or (ii) any reserve imposed by the Bank of England for
loans made by Bank in  British  Pound  Sterling.  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.

               "Maximum  Loan Amount"  shall have the meaning given such term in
Section 2.1(b) hereof.

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

                   --------------
hereof.

                  "Optional  Currency"  shall mean any currency  which is freely
transferable  and convertible into Dollars in the London foreign exchange market
as agreed to by the parties hereto including  initially British Pounds Sterling,
Japanese Yen, German Deutschemarks and European Currency Units but excluding:

            (i) 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

            (ii) 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
currencies.

                  "Optional  Currency  Advance"  shall mean an Advance which the
Borrower  requests  to be made in  Optional  Currency,  in  accordance  with the
provisions of Section 2.4(h) hereof.

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

                  "Prime-Based  Loan"  shall  have the  meaning  set  forth in
Section 2.4(b) hereof.

                  "Prime-Based  Rate"  shall  have the  meaning  set  forth in
Section 2.4(b) hereof.

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

                  "Tangible  Net  Worth"  shall  have the  meaning  set forth in
Section 6A.2 hereof.

                  "Total  Capitalization"  shall have the meaning set forth in
Section 6.1(D) hereof.

                  "Total  Debt"  shall  mean  debt  on  payment  obligation  for
borrowed money plus leases required to be capitalized in accordance with GAAP.

                                   ARTICLE II

                                CREDIT FACILITIES

      2.1   THE CREDIT FACILITIES.

            (a) Credit  Facility A. Pursuant to the Prior Loan  Agreement,  FUNB
has extended to the Borrower a credit facility  referred to under the Prior Loan
Agreement  as Credit  Facility A. There is  presently  outstanding  under Credit
Facility A the principal sum of Twenty-Two Million Dollars ($22,000,000.00), and
accrued interest thereon of $75,625.00 through July 16, 1997 and if such date is
prior to the Closing,  the sum of $5,041.67 per each day thereafter  through the
date of Closing.  That loan remains  outstanding and shall be governed hereafter
by the terms of this  Agreement,  and shall continue to be referred to as Credit
Facility A. The principal  amount of borrowings under Credit Facility A shall be
repaid as follows: (i) principal payments of $2,200,000.00 shall be due on April
1 and October 1 of each year  beginning  October 1, 1997; and (ii) the remaining
outstanding  principal  balance together with all accrued interest of borrowings
under  Credit  Facility  A, if not paid  earlier,  shall be due on April 1, 2002
("Credit Facility A Maturity");  provided, however, that at such time after July
15, 1997 as the  outstanding  principal  balance under Credit Facility A is less
than $2,200,000,  the remaining  outstanding principal balance together with all
accrued  interest thereon shall be due on the next succeeding April 1 or October
1, as the case may be.

            (b) Credit  Facility B. Subject to the terms and conditions  hereof,
the Bank  agrees to extend to the  Borrower  Credit  Facility  B and make  loans
thereunder, in one or more Advances in an aggregate amount not to exceed, taking
into  account  the  outstanding  undrawn  amount of any Letter of Credit  issued
hereunder as provided in Section  2.1(d)  hereof,  at any one time the lesser of
(1) Twenty Million and 00/100 Dollars  ($20,000,000.00);  or, (ii) in respect of
aggregate Optional Currency  Advances,  Five Million Dollars plus the Equivalent
Amount of $15,000,000.00,  provided,  however, that if on an FX Calculation Date
the Equivalent Amount of all Optional Currency Advances exceeds  $15,000,000.00,
but the sum of all (A)  Dollar  Advances  under  Credit  Facility B plus (B) the
available  amount of any letters of credit  issued under  Section  2.1(d) hereof
plus (C) the  Equivalent  Amount of  Optional  Currency  Advances  under  Credit
Facility B does not exceed  $20,000,000,  the Borrower  shall not be required to
make the prepayment required by Section 2.5 hereof. The amounts described in the
preceding  subsections  (i) and (ii) are  referred to herein as the Maximum Loan
Amount.  The outstanding  balance of Credit Facility B may increase and decrease
from time to time, and the Advances thereunder may be repaid and reborrowed, but
the total of Advances  outstanding at any one time under Credit Facility B shall
never exceed the  limitation  set forth  hereinabove.  The  principal  amount of
Credit Facility B plus all accrued  interest thereon shall mature and be due and
payable in full on July 17,  2000 (the  "Credit  Facility B  Maturity"),  and no
Advance may be requested after July 14, 2000.

            (c) Credit  Facilities.  Credit Facility A and the Credit Facility B
are  singularly  referred to herein as a Credit  Facility  and are  collectively
referred to in this Agreement  variously as the "Loans" or "Credit  Facilities."
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 with respect to any letter of credit,  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."

            (d) Letters of Credit. The Borrower may request,  and the Bank shall
from time to time  issue,  create,  extend or renew  letters  of credit  for the
account of the Borrower or its Subsidiaries, subject to the terms and conditions
hereof or of any  application or agreement  signed or entered into in connection
with the issuance of any Letter of Credit,  and subject to a limit that the face
amount  of  the  Letters  of  Credit  does  not  exceed  Five  Million   Dollars
($5,000,000) or an Equivalent Amount thereof. The availability of Advances under
Credit Facility B shall be reduced by the amount of any then outstanding letters
of credit  issued  by the Bank.  All  payments  made by the Bank  under any such
letters of credit  (whether or not the  Borrower  is the account  party) and all
fees, commissions, discounts and other amounts owed or to be owed to the Bank in
connection therewith,  if not repaid upon demand, shall be deemed to be Advances
under Credit Facility B. The Borrower shall complete and sign such  Applications
and  supplemental  agreements and provide such other  documentation  as the Bank
may,  reasonably  require as a condition  to the  issuance of a letter of credit
hereunder.

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

      2.3 OPTION TO ELECT  INTEREST RATE ON THE LOANS.  Interest on a Loan shall
accrue,  subject to the terms hereof, at the Prime-Based Rate or the LIBOR-Based
Rate as each such term is defined  herein with the Borrower  having the right to
elect which such rate will apply.  In the event the Borrower has not selected an
interest rate  initially or on a Reset Date for (i) a Dollar  Advance,  interest
shall accrue  thereon at the  Prime-Based  Rate;  and (ii) an Optional  Currency
Advance,  interest shall accrue thereon at the LIBOR-Based Rate with an Interest
Period of one month.

      2.4   INTEREST RATES.

            (a)   LIBOR-Based Rate.

                  (i)  Interest  Payable.  Interest  accruing  on  a  Loan  at a
LIBOR-Based  Rate (a "LIBOR  Loan")  shall be payable (A) on the last day of the
applicable  Interest  Period  (as  defined  below);  (B)  upon  maturity  of the
particular Credit Facility;  (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.

      In the case of an Optional Currency Advance, 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 "Optional Currency LIBOR."

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

                  "LIBOR-Based  Rate" shall mean the LIBOR Rate plus: (a) .75%
in the case of Credit  Facility A, and (b) .50% in the case of Credit Facility
B.

                  "LIBOR Rate" shall mean  USD-LIBOR BBA or USD-LIBOR  Reference
Banks,  as  applicable,  in the case of Dollar  Advances,  or Optional  Currency
LIBOR, in the case of Optional Currency Advances.

                  "USD-LIBOR-BBA"  means  that the rate for a Reset Date will be
the rate for deposits in U.S.  Dollars for a period equal to the Interest Period
for such Loan  selected by the  Borrower in  accordance  with the terms  hereof,
which  appears on the Telerate  Page 3750 as of 11:00 a.m.,  London time, on the
day that is two London Banking Days preceding that Reset Date. If such rate does
not  appear on the  Telerate  Page  3750,  the rate for the  Reset  Date will be
determined  as if the parties had specified  "USD-LIBOR-Reference  Banks" as the
applicable LIBOR-Rate.

                  "USD-LIBOR-Reference  Banks"  means  that the rate for a Reset
Date for a Loan will be determined  on the basis of the rates at which  deposits
in U.S. Dollars are offered by the Reference Banks at approximately  11:00 a.m.,
London time,  on the day that is two London  Banking Days  preceding  that Reset
Date to prime  banks in the London  interbank  market for a period  equal to the
Interest  Period for such Loan selected by the Borrower in  accordance  with the
terms hereof.  The Bank will request the principal  London office of each of the
Reference  Banks to  provide  a  quotation  of its  rate.  If at least  two such
quotations are provided, the rate for the Reset Date will be the arithmetic mean
of the quotations.  If fewer than two quotations are provided as requested,  the
rate for that  Reset  Date will be the  arithmetic  mean of the rates  quoted by
major banks in New York City, selected by the Bank, at approximately 11:00 a.m.,
New York City  time,  on that  Reset  Date for loans in U.S.  Dollars to leading
European  banks for a period equal to the  Interest  Period  commencing  on that
Reset Date.

                  "Optional Currency LIBOR" shall have the meaning given to such
term in the second paragraph of Section 2.4(a)(i) hereof.

                  "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 either Credit Facility existing at any one
time.

            (b)   Prime-Based Rate.

                        (i)   Interest  Payable.  Interest  accruing on a Loan

at the Prime-Based Rate (a "Prime-Based Loan") shall be payable (A) quarterly in
arrears on the first day of each  January,  April,  July and October  hereafter,
commencing October 1, 1997; (B) upon maturity of the respective Credit Facility;
and (C) upon  acceleration  of  repayment  of such  Loan;  or (D) if the Loan is
subject  to  an  interest  rate  swap  agreement,  on  the  dates  payments  are
contemplated  under  the  interest  rate  swap  agreements  to which the Loan is
subject.

                        (ii)  Definitions.    For   purposes    hereof,    the

following terms shall have the meanings specified:

                        "Prime-Based  Rate" shall mean with  respect to Credit

Facility A, the Prime Rate minus .25% and with respect to Credit Facility B, the
Prime Rate minus .75%.

                        "Prime  Rate"  shall  mean the rate  announced  by the

Bank from time to time as its Prime Rate,  which rate is one of several interest
rate bases used by Bank.  Bank lends at rates both above and below  Bank's Prime
Rate,  and  Borrower  acknowledges  and  agrees  that  Bank's  Prime Rate is not
represented  or  intended  to be the lower or most  favorable  rate of  interest
offered  by Bank.  Each  change of the rate of  interest  due to a change in the
Prime  Rate  shall be  effective  as of,  and such  new rate of  interest  shall
commence to accrue on, the opening of  business  on the  effective  date of such
change in the Prime Rate.

            (c)  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.

            (d)  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 any 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.

            (e) Selection of Applicable  Interest  Rates and Period.  Subject to
the provisions  hereof,  at the election of Borrower,  Loans under either Credit
Facility shall bear interest at either the  Prime-Based  Rate or the LIBOR-Based
Rate (each,  an  "Interest  Rate"),  provided,  that  Borrower  may not select a
LIBOR-Based  Interest  Rate if there has occurred and is  continuing an Event of
Default or if prior to the  commencement  of an Interest Period the Bank in good
faith  determines  that adequate and fair means do not exist for determining the
LIBOR-Based Rate. If a LIBOR-Based Rate is unavailable, then Bank shall promptly
transmit notice thereof to Borrower. Borrower shall elect the Interest Rates and
in case of a LIBOR-Based Rate, the Interest Period  applicable  thereto for each
Loan bearing  interest at a LIBOR-Based  Rate at the time of each  borrowing and
each conversion as provided and subject to the limitations herein.

            (f)  Notice  and  Manner  of  Borrowing.  Borrower  shall  give FUNB
irrevocable  telephonic notice (confirmed in writing) of each proposed borrowing
not later than 10:00 a.m.  Miami,  Florida time (i) on the same  Business Day as
each proposed  Prime-Based Loan is to be made and (ii) at least two (2) Business
Days prior to the date a LIBOR-Based  Rate Loan is to be made,  unless such Loan
is to be a Loan of Optional  Currency,  in which case such notice shall be given
by 11:00 a.m. London,  England time, at least 4 Business Days before the Loan is
to be made.  The notice for a  LIBOR-Based  Rate Loan and an  Optional  Currency
Advance  shall also be given to the Branch  simultaneously  with delivery of the
notice to FUNB.  Each such notice shall  specify (A) the date of such Loan,  (B)
the amount to be  borrowed,  which,  with  respect  to an Advance  shall be in a
minimum amount as provided in the definition of the particular  type of Advance,
(C) the  interest  rate  option  selected  by  Borrower,  and (D) in the case of
LIBOR-Based  Rate,  the  duration of any  Interest  Period  applicable  thereto.
Notices received after 10:00 a.m. (Miami, Florida time) shall be deemed received
on the next  business  day.  A request  for an  Advance  involving  an  Optional
Currency is also subject to the terms of Section 2.4(h) hereof.

            (g)  Notice of  Conversion.  Once a Loan has been made it shall bear
interest  at the rate  selected  by the  Borrower  in its loan  request  made in
Section 2.4(f) above. If such rate shall be a Prime-Based  Rate,  interest shall
accrue  thereat  until the Loan is repaid or the rate  converted  in  accordance
herewith.  If such rate  shall be a  LIBOR-Based  Rate,  interest  shall  accrue
thereat  until  the  earlier  of the  end of the  Interest  Period  selected  in
accordance  herewith or the date on which such Loan is repaid. The Borrower may,
with respect to all or any portion of any Loan, but subject to the  restrictions
set forth herein,  convert a rate from a Prime-Based  Rate to a LIBOR-Based Rate
and may continue a LIBOR-Based  Rate Loan by providing  Bank  telephonic  notice
(which  shall be  irrevocable  and shall be confirmed in writing) not later than
10:00  a.m.  Miami,  Florida  time two  Business  Days  prior to the date of the
proposed  conversion or continuance of each such rate  conversion date or end of
the then  current  Interest  Period for the  subject  Loan,  as the case may be;
provided,  however,  if such  continuance  or  conversion  shall also  involve a
request for an Optional  Currency  Advances,  such  request  shall be made on or
before 1:00 p.m.  London,  England time at least four (4) Business Days prior to
the  date of such  conversion.  Each  notice  to  convert  to or  continue  in a
LIBOR-Based  Rate  shall  specify  (i)  the  date  of such  rate  conversion  or
continuance, which shall be a London Banking Day, (ii) the amount of the Loan or
portion  thereof with respect to which the notice applies and (iii) the duration
of the Interest Period applicable  thereto.  If by the second London Banking Day
before the end of the  Interest  Period  during which a  LIBOR-Based  Rate is in
effect,  the Borrower has not provided the foregoing notice,  the Loan shall, in
the case of a Dollar Advance,  at the end of the Interest Period accrue interest
at a Prime-Based Rate and, in the case of an Optional Currency Advance, shall at
the end of the Interest Period accrue  interest at the LIBOR-Based  Rate with an
Interest  Period of one month.  In the event of a conversion of Interest  Rates,
such notice  shall also make  provision  for payment of accrued  interest on the
Loan so converted.

            (h) Choice of Currency;  Notices.  Borrower may, in accordance  with
and  subject  to the  terms  and  conditions  of this  Agreement,  including  in
particular,  but not by limitation,  Article II hereof, including Section 2.1(b)
and hereof request Advances as Dollar Advances or Optional Currency Advances, or
elect to convert a Dollar Advance to an Optional Currency Advance, or to convert
an  Optional  Currency  Advance to a Dollar  Advances,  or  convert an  Optional
Currency Advances from one Optional Currency to another Optional  Currency.  The
Bank shall not make an Optional Currency Advance if the Equivalent Amount of all
Optional  Currency  Advances,  including  the Optional  Currency  Advance  being
requested,  and the amount of any Dollar Advances exceeds the amounts  specified
in Section 2.1(b) hereof.  Notice of a request for an Optional  Currency Advance
shall be made by the  Borrower  to FUNB and the  Branch on or  before  1:00 p.m.
London,  England time at least (4) Business Days before each  Optional  Currency
Advance.  All such notices shall be in writing or by facsimile  (effective  upon
receipt).  Each notice of an Advance Request shall be irrevocable and binding on
Borrower and shall be given not later than 11:00 a.m. Jacksonville, Florida time
on the day which is not less than the number of Business  Days  specified  above
for such notice.  In the event that the Borrower has not provided  notice to the
Bank on or before 4  Business  Days  prior to the end of an  Interest  Period of
whether it elects to  maintain  an  Optional  Currency  Advance  in an  Optional
Currency or as to the Interest Period therefor,  the Advance shall at the end of
the  duration of the next  Interest  Period  remain in the currency in which the
Optional Currency Advance was made with an Interest Period of one month.

            (i) 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  of an  Optional
Currency Advance pursuant to Section 2.4(j) (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.

            (j)   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 the
Bank,  deposits with or for the account of Bank, 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 this 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 (j);  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 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 Dollars or 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 each
portion of an Optional  Currency  Advance together with accrued interest thereon
or in the case of a Dollar  Advance  bearing  interest at a LIBOR Rate repay the
Loan in full,  together  with  interest  accrued  therein and amounts owed under
Section 2.4(i),  or convert such  LIBOR-Based  Rate to a Prime-Based Rate in the
case of a Dollar 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.

                  (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
applicable LIBOR-Based Rate in the case of a Dollar Advance shall immediately be
converted to a Prime-Based Rate for the remainder of such Interest  Period,  and
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.

                  (iv)  The  provisions  of  Sections  2.4  (i)  and  (j)  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.

            (k)   [Intentionally left blank]

            (l)  SURVIVAL  OF  CERTAIN  AGREEMENTS.  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 Notes.

      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(i) hereof,  the Borrower shall also pay to the Bank the amounts  required to
be paid  pursuant  to Section  6.1  hereof.  If on any FX  Calculation  Date the
Equivalent Amount of outstanding Optional Currency Advances shall have increased
such that the  outstanding  principal  balance of Loans under Credit Facility B,
including such Equivalent Amount of outstanding Optional Currency Advances,  and
the amount of Dollar  Advances  plus the  undrawn  portion  of each  outstanding
letter  of credit  issued  hereunder  exceeds  the  Maximum  Loan  Amount,  then
immediately  upon notice from Bank to Borrower,  Borrower shall prepay a portion
of  the  Loans  Credit  Facility  B,  in an  amount  sufficient  to  reduce  the
outstanding  principal  balance of the Loans under  Credit  Facility B, plus the
undrawn  portion of each  outstanding  letter of credit to an amount equal to or
less than the Maximum Loan Amount. In the event a payment is required hereunder,
and if there are then  outstanding  both Dollar  Advances and Optional  Currency
Advances,  the prepayment to the particular type of Advance shall be in order of
priority selected by the Borrower.  The Borrower shall simultaneously  reimburse
the Lender for any loss or out-of-pocket  expenses incurred by Lender on account
of such prepayment, as set forth in Section 2.4(i) hereof.

      2.6   FEES

            (a)  Unused  Fee.  In  consideration  for making  Credit  Facility B
available to the Borrower,  the Borrower agrees to pay to the Bank an Unused Fee
(defined  below),  payable  (i)  quarterly  in  arrears on the first day of each
January,  April, July and October during the term of Credit Facility B beginning
October  1,  1997;  (ii)  upon  Credit  Facility  B  Maturity;  and  (iii)  upon
acceleration  of  repayment  of Credit  Facility B.  "Unused Fee" shall mean the
amount calculated by (1) subtracting (x) the average daily outstanding principal
amount of Credit Facility B over the applicable period from (y) the Maximum Loan
Amount,  and multiplying that resulting  amount by (2) the amount  calculated by
(x) dividing  one-quarter of one percent (.25%) by three hundred sixty (360) and
(y) multiplying the result by the number of days elapsed.

            (b) Fees  Deemed  Earned.  All fees  paid  hereunder  will be deemed
earned at the time of payment.

      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  Subsidiaries  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 C
(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 in 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(i) hereof, upon
giving the Bank thirty (30) days prior written  notice,  the Borrower shall have
the right to prepay  any  amounts  owed  under  Credit  Facility A or reduce the
maximum  amount  available  under  Credit  Facility  B, in whole or in part,  in
integral  multiples  of  not  less  than  One  Hundred  Thousand  Dollars  (U.S.
$100,000.00),  or  Equivalent  Amount of Optional  Currency  Advances  provided,
however, that any notice to permanently reduce the Maximum Loan Amount available
under Credit  Facility B shall be accompanied  by that amount of money,  if any,
sufficient  so that after  giving  effect to such payment the  aggregate  amount
outstanding  under  Credit  Facility B does not exceed the  Maximum  Loan Amount
available  under Credit  Facility B and accrued  interest  thereon.  Prepayments
applied to Credit  Facility A 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(i) hereof.  Amounts  prepaid under Credit  Facility A may not be reborrowed.
Prepayment shall be in the currency specified in Section 2.12 hereof.

      2.11 USE OF PROCEEDS.  The proceeds of Credit  Facility A were used by the
Borrower to redeem the  outstanding  convertible  subordinated  debentures  (the
"Debentures")  issued by the Borrower  pursuant to that certain trust  indenture
dated as of May 15, 1987, between the Borrower and the LaSalle National Bank and
(ii) to acquire shares of its common stock in open market  purchases in a manner
consistent with applicable  Federal or state law. Proceeds under Credit Facility
B shall be used (i) to provide funding for working capital and general corporate
purposes of the Borrower, and (ii) to issue letters of credit in accordance with
Section 2.1(d) hereof.

      2.12 PAYMENT.  All payments  (including  prepayments)  of Dollar  Advances
shall be made in Dollars,  and all payments (including  prepayments) of Optional
Currency  Advances  shall be made in the  currency  in which  Optional  Currency
Advance is then outstanding.

                  (a) The  specification  herein that payment be made in Dollars
or an  Optional  Currency,  as the case may be,  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 B 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 any  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 Notes,  (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 Notes 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 applicable  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  corporation  duly
incorporated and 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 corporate 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 Notes, 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  corporate  action of
the Borrower and each Subsidiary (as defined herein);

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

            (c) will not, in any respect material to the financial  condition of
the Borrower and the Subsidiaries taken as a whole, violate or contravene

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

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

                  (iii) any  provision of the Articles of  Incorporation  or the
Bylaws of the Borrower or any Subsidiary; or

                  (iv) any  agreement or obligation to which the Borrower or any
Subsidiary  is a party or by which the Borrower or any  Subsidiary 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 or any Subsidiary.

      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  Subsidiary,  or any of its or their  respective
officers,  directors  or  management  officials  in their  capacities  as such),
pending or, to the  knowledge  of the Borrower or any  Subsidiary  or any of the
above  officers,  directors  or  management  officials,  threatened  against  or
affecting  the Borrower or any  Subsidiary or the above  officers,  directors 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 or any Subsidiary and which would result in any material adverse change
in the  business or financial  condition  of the  Borrower and the  Subsidiaries
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 any Subsidiary 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
and  the  Subsidiaries  taken  as a  whole.  Neither  is the  Borrower  nor  any
Subsidiary 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 and the Subsidiaries taken as a whole.

      3.4 PAYMENT OF TAXES AND OTHER CHARGES.  The Borrower and each  Subsidiary
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 any
Significant Subsidiary,  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 or any
Significant  Subsidiary,  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.

            1. Neither the Borrower nor any  Subsidiary is 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"));

            2. 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

            3.  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 of 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.  "Significant  Subsidiary"  shall  for all
purposes  hereunder  except as further  limited in Section 5.5(c)  hereof,  mean
those  Subsidiaries  selected by Borrower  owning  sufficient  assets which when
aggregated  with the assets of the Borrower  equal at least 95% of the aggregate
amount  of  the  consolidated  assets  of the  Borrower  and  all  Subsidiaries;
provided,  however,  that any Subsidiary which borrows money from the Bank shall
be a Significant Subsidiary.

      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 and each Subsidiary 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  and each  Significant
Subsidiary 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 (i) as contemplated  herein;  (ii) for Permitted
Encumbrances  (as  defined in Section  6.3  hereof),  and (iii)  Liens  securing
obligations on the date hereof which are not  obligations  for borrowed money in
excess of $250,000  individually or $1,000,000 aggregate and there have not been
filed or executed any UCC  financing  statements,  amendments  or  continuations
naming the  Borrower  as debtor,  except for lease  filings  and those  filed in
connection with the indebtedness described above.

      3.9 OWNERSHIP. The respective classes of capital stock of each Subsidiary,
and the  number  of  issued  and  outstanding  share of each are as set forth in
Schedule 3.9 hereof.  The Borrower owns directly as indirectly,  as reflected on
Schedule 3.9, all of the issued and outstanding stock of each Subsidiary, except
for stock held by other  persons,  as set forth on Schedule  3.9  hereof,  which
ownership is required by law, or is non-voting, and in either case none of which
vests control of any Subsidiary in any person other than Borrower.  There are no
rights,  warrants,  options or similar agreements or understandings in existence
pursuant to which any other person may acquire any capital  stock,  or the right
to vote such stock,  of any  Subsidiary,  or  otherwise  acquire  control of any
Subsidiary.  "Control"  shall have the meaning  ascribed to such term in Section
7.1 hereof.

      3.10  ERISA.

            1. The Borrower and each Subsidiary is in compliance in all material
respects  with all  applicable  provisions  of the  Employee  Retirement  Income
Security  Act  of  1974,  as  amended   ("ERISA"),   and  the   regulations  and
interpretations  thereunder.  With  respect to any of the  pension  or  employee
benefit plans  maintained by the Borrower,  each Subsidiary or other  affiliates
(hereinafter  called a  "Plan")  subject  to Title IV of ERISA,  no  Accumulated
Funding  Deficiency (as defined in Section 302(a)(2) of ERISA and Section 412(a)
of the Code) has occurred. No Reportable Event (as defined in Section 4043(b) of
ERISA)  exists in connection  with any such Plan which  presents a material risk
for the  termination of such Plan by the Pension  Benefit  Guaranty  Corporation
("PBGC") or for the  appointment  of a trustee to administer  such Plan or which
would cause a Borrower or any Subsidiary to incur any material  liability to the
PBGC.  "Plan" for purposes of this Agreement  includes any Plan  maintained by a
member of a  Controlled  Group (as defined in Section 1563 of the Code) of which
Borrower or any  Subsidiary is part,  or any such Plan to which  Borrower or any
Subsidiary,  or any member of the Controlled Group, is required to contribute on
behalf of any of its employees.

            2.  Neither  the  Borrower  nor any  Subsidiary  is a member  of any
multi-employer Plan.

      3.11 AGREEMENTS. Neither the Borrower nor any Subsidiary is 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 and the Subsidiaries,  taken as a
whole, or its ability to perform its agreement under the Loan Documents to which
it is a party. Neither the Borrower nor any Significant Subsidiary is 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 and its Subsidiaries  taken as a whole, 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 and each Subsidiary'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 or such Subsidiary, enforceable against the Borrower
or such  Subsidiary,  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 the
Subsidiaries  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
Borrower  requires  financing  on such a basis that funds can be made  available
from time to time to the extent required for the continued  successful operation
of their  integrated  operations.  The Advances made to the Borrower  under this
Agreement  and the Loans made  under  Credit  Facility A are for the  purpose of
financing the integrated  operations of the Borrower,  and the  Subsidiaries and
the Borrower 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 each  Subsidiary is dependent upon
the continued successful performance of the integrated group as a whole.

      3.15 PUBLIC  UTILITY  HOLDING  COMPANY  ACT.  Neither the Borrower nor any
Subsidiary  is 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 Loans.

                                   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 the 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, but in
any event prior to any further Advance  hereunder or the issuance of a letter of
credit 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
Articles of  Incorporation  or other 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  officer of the Borrower and
each Subsidiary, dated the date of such borrowing, certifying:

                  (i) that  attached  thereto is a true and complete copy of the
Bylaws of the Borrower or Subsidiary, and the articles of incorporation for each
Subsidiary  other than a Guarantor,  as applicable,  as in effect on the date of
such certification;

                  (ii) that the Borrower or Subsidiary is in good  standing,  or
its status is active  where the  applicable  jurisdiction  is  Florida,  in each
jurisdiction in which it is transacting business;

                  (iii) that  attached  thereto is a true and  complete  copy of
resolutions  of the  Board  of  Directors  of the  Borrower  or  Subsidiary,  as
applicable,  directing  the  execution  and delivery by the Borrower of the Loan
Documents  to which it is a party,  indicating  the  officers of the Borrower or
Subsidiary, as applicable, 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 officers

of the Borrower or each  Subsidiary  executing the Loan  Documents to which it
is a party; and

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

            (c) a certificate of a duly  authorized  officer 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;  (iii) the Borrower will have the ability to pay its  Obligations
as they mature;

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

            (e) Credit Facility B Note duly executed by the Borrower;

            (f)  Indemnification  Agreement,  substantially in the form attached
hereto as Exhibit D;

            (g)   the Guaranty duly executed by the Guarantors;

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

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

            (j) searches from each  jurisdiction in which it and each Subsidiary
is transacting business within the State of Florida,  Wisconsin,  California and
Massachusetts  demonstrating  that there are no liens upon the Borrower's or any
Subsidiary's property except as permitted hereunder; and

            (k) 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 all
costs of the Bank incurred through such dates as provided in Section 8.1 hereof.

      4.5 CLOSING. This Agreement, the Notes, and the Guaranty shall by executed
by the Borrower or Guarantor,  as the case may be, at the place set forth on the
signature  pages hereof,  and the execution of this  Agreement by the Branch and
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 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 EACH ADVANCE AND ISSUANCE OF EACH LETTER OF
CREDIT.  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 any Advance or issuance of any letter of credit  hereunder shall be made by
the Bank:

            a.  Request  to Make an  Advance  or Issue a Letter of  Credit.  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 E (the
"Request),  or deliver such application (the "Application") to issue a letter of
credit in accordance with Section 2.4(d)(i) hereof.

            b. No Default. On the date of the Request or Application as the case
may be, the Borrower and each Subsidiary  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 or issuance of the Letter of Credit in question.

            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 or issuance of the Letter
of Credit,  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,  of the  Borrower  and the
Subsidiaries,  taken as whole,  from such 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.  Any Request for an Advance or filing of any
Application shall be irrevocable, made in the time frame as specified in Section
2.4 hereof, in the case of an Advance,  shall be in a minimum amount of $100,000
or a whole multiple of $100,000 in excess thereof, or Equivalent Amounts thereof
for  Optional  Currency  Advances.  No  Request  for an  Advance  may be made or
Application filed after the Credit Facility B Maturity.

            g. Maximum  Amount.  The amount of the Advance sought in the Request
or the amount of the letter of credit  requested in the  Application,  either by
itself or in the aggregate with other amounts  outstanding under Credit Facility
B or the amount of other  outstanding  letters  of credit,  shall not exceed the
Maximum Amount.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

      Each of the Borrower and the  Subsidiaries  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
Notes 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 officers, directors 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 the  Subsidiaries,
taken as a whole; 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,  audited  without scope  limitations  by an  independent  certified
public  accountants  of  recognized   standing  selected  by  the  Borrower  and
acceptable to the Bank (the foregoing  shall have been certified  pursuant to an
audit 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  together with a copy of the management  letter or a statement that none
was issued);  provided,  however,  that the delivery of the Borrower's Form 10-K
for that fiscal year shall  satisfy this  requirement,  so long as the financial
statement  was  prepared  by either  Arthur  Anderson or by an  accounting  firm
reasonably  satisfactory to the Bank; (ii) a compliance  certificate executed by
the Chief Financial Officer  certifying that as of the date thereof the Borrower
is in  compliance  in all material  respects with the terms hereof and itemizing
the computations  performed to test such compliance as to Sections 6.1 or 6.8 or
Article 6A hereof,  in sufficient  detail  (including  the  aggregate  amount of
previous  sales  required  to be included  in  calculation  of amounts due under
Section  6.1  hereof)  to permit the Bank to relate  the items  involved  in the
computation to the figures shown on the financial  statements;  and (iii) a copy
of accountants' management letter or statement that none was prepared.

            b. Within 120 days after the end of its fiscal year, a consolidating
financial  statement  of  the  Borrower  and  its  Subsidiaries,  which  may  be
unaudited.

            c. Within  forty-five  (45) days of the end of each fiscal  quarter,
(i) a detailed  profit and loss  statement and balance sheet of the Borrower and
its Subsidiaries, each of which may be compiled by the Borrower, and need not be
audited or reviewed by an  independent  accountant  (each of the foregoing  must
reflect  GAAP,  applied  consistently  with the  annual  financial  statements);
provided,  however, that the delivery of the Borrower's Form 10-Q for the fiscal
quarter  then  ending  shall  satisfy  this   requirement;   (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 and itemizing the computations  performed to test
such  compliance  as to Sections  6.1 or 6.8 or Article 6A hereof in  sufficient
detail (including the aggregate amount of previous sales required to be included
in  calculation  of amounts due under  Section 6.1 hereof) to permit the Bank to
relate  the  items  involved  in the  computation  to the  figures  shown on the
financial  statements;  and (iii) a certification by the Chief Financial Officer
as to compliance with Section 5.5(c) hereof.

            d. Promptly upon becoming available,  (but no later than ninety (90)
days after the end of Borrowers  fiscal year in the case of the delivery of Form
10-K and forty-five (45) days after the end of Borrower's  fiscal quarter in the
case of the delivery of Form 10-Q), copies of all financial statements, reports,
and notices  sent by the  Borrower to its  stockholders,  and of all regular and
periodic  reports  and other  material  (including  copies  of all  registration
statements  and reports under the  Securities  Act of 1934, as amended) filed by
the  Borrower  and any  securities  exchange or any  governmental  authority  or
commission,  except material filed with governmental  authorities or commissions
in the ordinary course of the business of the Borrower and which does not relate
to or disclose any material adverse effect to the affairs of the Borrower.

            e. 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  Significant  Subsidiary is contesting in good faith and for
which  the  Borrower  or any  Significant  Subsidiary  has  set  aside  adequate
reserves,  including  reserves for interest  with respect  thereto in the manner
provided hereafter.

      5.5   CORPORATE EXISTENCE, PROPERTIES, STOCK OWNERSHIP AND SOLVENCY.

            a. Except as otherwise  permitted by Section 6.2 hereof, do or cause
to be done all things  necessary to  preserve,  renew and keep in full force and
effect the Borrower's and the Significant Subsidiaries' corporate existence, and
its and their 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 or any Significant Subsidiary;

            b. maintain the percentage  share ownership of each Subsidiary as in
effect on the day  hereof,  as well as control of the right to vote such  stock,
and to own and control  100% of the title,  and  control the right to vote,  the
stock of any Subsidiary created after the date hereof;

            c. the Borrower and each  Significant  Subsidiary,  and the Borrower
and all Subsidiaries on a consolidated  basis, will remain Solvent at all times;
provided,  however, that for purposes of the foregoing, a Significant Subsidiary
will mean each  Subsidiary  selected by the Borrower  having assets which,  when
aggregated  with  the  assets  of  the  Borrower,  equal  or  exceed  80% of the
consolidated  assets of the  Borrower  and all  Subsidiaries,  except  that each
Subsidiary borrowing money from the Bank shall be a Significant Subsidiary; and

            d. each Subsidiary other than a Significant  Subsidiary will also be
Solvent  at all times  except to the extent it is not  Solvent  because of other
indebtedness permitted hereunder.

      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 and each Subsidiary  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 and each  Subsidiary  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 Notes may be modified or renewed, an additional note may
be executed,  or overdrafts may be allowed on any account of the Borrower or any
Subsidiary  with the Bank,  or advances  made  against  uncollected  funds under
drafts presented by the Borrower or any Subsidiary to the Bank for collection.

      5.8 ERISA. Comply in all material respects with the provisions of ERISA to
the extent  applicable to any pension or welfare benefit plan maintained for any
of  its  or  their  employees,   not  incur  any  material  accumulated  funding
deficiency,  as defined in Section  302(a)(2),  or any material liability to the
Pension Benefit Guarantee Corporation ("PBGC"); not permit any Reportable Event,
as  defined  in  Section  403(b) of  ERISA,  or other  event to occur  which may
indicate that its plan is not sound,  which constitutes  grounds for termination
of a plan by the  PBGC,  which  would  be the  basis  for the  PBGC to  assert a
material  liability against the Borrower or any Subsidiary,  or which may result
in the imposition of a lien on any of the Borrower's or any Subsidiary's  assets
or which  constitutes  grounds for the  appointment  by the  appropriate  United
States  District  Court of a trustee to administer any Plan; and notify the Bank
in writing  promptly  after it has come to the  attention of the officers of the
Borrower or any Subsidiary of the assertion or threat of any  Reportable  Event,
the existence of any Reportable  Event or other event which may give rise to any
of the foregoing events.

      5.9  ENVIRONMENTAL  MATTERS.  Represents  to the Bank  that the  places of
business  operated by the Borrower and its Significant  Subsidiaries have not in
the  past  been  used  by  Borrower,  any  Significant  Subsidiary,  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.

      5.10 GUARANTORS.  The Borrower agrees that it will 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 and the Subsidiaries covenant and agree that, during the term
of this Agreement, neither the Borrower nor the Subsidiaries will:

      6.1 SALE OF  ASSETS.  Sell,  lease or  otherwise  dispose of any shares of
stock or other interest in any Significant Subsidiary, or of any other assets of
the Borrower, or allow any of its Significant Subsidiaries to do so, in a single
transaction or series of transactions,  without the prior written consent of the
Bank,  which may be withheld at the Bank's sole discretion;  provided,  however,
that the Borrower may sell, lease or dispose of assets in the ordinary course of
business and  provided,  further,  that the foregoing by itself shall not act to
prevent the Borrower or any Subsidiary,  so long as there does not then exist an
Event of  Default  or so long as no Event of  Default  is created as a result of
such sale, lease or disposition,  from selling,  leasing or otherwise  disposing
of, or engaging in:

      (a) subject to the restriction set forth in Section 6.1(d) hereof,  a sale
and leaseback  involving assets (x) in an amount not to exceed, in the aggregate
for  each  such  twelve  month  period  ten  percent  (10%)  of  the  Borrower's
consolidated  Net  Tangible  Assets  measured on a quarterly  basis based on the
twelve (12) month  period then  ending,  with the first twelve (12) month period
being the period of July 1, 1996 through June 30, 1997;  or (y) in  transactions
in which the  resulting  lease is less than one year or the proceeds of the sale
of which shall be used to purchase new assets or retire  existing  indebtedness.
"Net  Tangible  Assets"  shall mean such amount as computed in  accordance  with
GAAP;

      (b) the real property and facilities of Stevens - Arnold, Inc., located at
7 Elkin Street, South Boston, Massachusetts;

      (c) subject to the  restriction  set forth in Section 6.1(d)  hereof,  the
real  property and  facilities  located at 13-15 Shing Wan Road,  Hong Kong (the
"Hong Kong Property"); and

      (d) any other sale not  otherwise  described in (a) and (b) above in which
(A) the  aggregate  amount  of the sale of assets  in a  calendar  year does not
exceed ten  percent  (10%) of total  Capitalization  or (B) there is paid to the
Bank, together with amounts owed under Section 2.4(i) hereof, within twenty-four
(24) months  after the sale of such  assets,  an amount  equal to fifty  percent
(50%) of the Net Sale Price (which payment is referred to herein as a "Mandatory
Prepayment"), if the Net Sale Price therefore, together with the Net Sales Price
for any other item sold in that calendar year,  including,  sale price of assets
sold under (a) above, is for an aggregate amount in excess of ten percent of the
Total Capitalization; provided, however, that the foregoing shall not permit any
sale or other disposition not otherwise  permitted hereunder where the aggregate
amount of the Net Sale Price of assets sold or disposed of under this subsection
or  Subsection  6.1(a)  hereof  over the term of this  Agreement  including  the
expected  Net Sale Price of the intended  sale or  disposition,  exceeds  twenty
percent of the Total  Capitalization  as  calculated at the time of the proposed
sale or disposition;  provided,  further, however, that the Net Sale Price shall
not  include  and the  Mandatory  Prepayment  shall not be  required  in respect
thereof to the extent  proceeds  received by the Borrower or any Subsidiary from
the sale of assets to the extent such moneys are reinvested by the Borrower or a
Subsidiary in making an acquisition permitted by Section 6.8 hereof or acquiring
other  capital  assets  within  twenty-four  (24)  months  from the date of sale
provided, however, pending such reinvestment, such proceeds are to be maintained
for a period not to exceed  twenty-four  (24) months,  in short term investments
(as defined under GAAP) pending such  reinvestment  described above. The amounts
required to be paid to the Bank under this subsection (e) are referred to herein
as a  Mandatory  Prepayment.  The cash  proceeds  from the sale of the Hong Kong
Property will also be treated as subject to the requirement  that 50% of the Net
Sale Price be paid to the Bank as a  Mandatory  Prepayment  and the  requirement
that the Net Sales  Price be  invested  for the  period  and in the  investments
specified  above,  all as if the sale had been a sale permitted only pursuant to
Section 6.1(d) hereof, provided that the proceeds from the sale of the Hong Kong
Property  shall not be included in calculating  whether the aggregate  amount of
sales of assets is in excess  of 20% of Total  Capitalization.  Borrower  agrees
that (i) all sales  proceeds  invested  as  provided  herein  if not  previously
reinvested in acquisitions  permitted under Section 6.8 hereof or acquisition of
capital assets,  or (ii) at the option of the Borrower,  an equivalent amount of
cash will become subject to a lien in favor of the Bank if there occurs an Event
of Default and will promptly  enter into a security  agreement  with the Bank in
form  acceptable  to the Bank  upon  the  occurrence  of an  Event  of  Default.
Mandatory  Prepayments  made  hereunder  shall be  applied  to  installments  of
principal of indebtedness  owed by Borrower or any Subsidiary to the Bank in the
inverse  order  of  scheduled  monthly  maturity  of such  indebtedness.  "Total
Capitalization" shall mean debt or payment obligations for borrowed money with a
stated  maturity  longer  than 365 days plus Net Worth (as such term is computed
under GAAP)  determined for the Borrower and its  Subsidiaries on a consolidated
basis. "Net Sale Price" shall mean the aggregate cash  consideration paid to the
Borrower and  Subsidiaries as result of the sale, less the expenses  involved in
selling the assets, including any taxes payable as a result of such transaction.

      6.2  REORGANIZATIONS.   Dissolve,  liquidate  or  discontinue  its  normal
operations,  or  merge,  consolidate  or  enter  into  any  syndicate  or  other
combination  with any corporation,  firm or partnership,  or transfer any of its
accounts  receivable or enter into a joint venture or  partnership,  or offer or
enter into any agreement or memorandum of intent or understanding or the like to
do any of the above,  without the prior written consent of the Bank,  unless one
Subsidiary merges or consolidated with another Subsidiary in a transaction where
the  assets and  liabilities  of one of the  Subsidiaries  become the assets and
liabilities of another Subsidiary.

      6.3  LIENS.  Attempt  to create,  incur,  assume or suffer to be  created,
incurred or assumed, or permit, any claims,  interest,  mortgage,  lien, charge,
security  interest,  pledge  or  encumbrance  on any of  the  Borrower's  or any
Significant Subsidiary's assets; provided,  however, that this Section shall not
apply  to (i)  such  claims,  interests,  mortgages,  liens,  charges,  security
interests,  pledges  or  encumbrances  upon  the  Borrower's  and  Subsidiaries'
Property, Plant and Equipment which in the aggregate secure indebtedness owed to
persons  or  entities  other  than the Bank in an amount  not to exceed  fifteen
percent  (15%) of the  consolidated  Tangible  Net Worth of the Borrower and its
Subsidiaries or (ii) other liens or mortgages approved in writing by the Bank or
set forth on Schedule 6.3 hereof (the "Permitted  Encumbrances") or (iii) a lien
upon the Hong Kong Property (as defined in Section  6.1(d)  hereof) in an amount
not to  exceed  Ten  Million  Dollars.  The  foregoing  shall  not be  deemed to
authorize the foregoing  transactions,  if there then exists an Event of Default
or there  would  then  exist an Event of  Default  after  giving  effect to such
transaction. "Property, Plant and Equipment" shall mean any assets that would be
classified and accounted for as property, plant and equipment in accordance with
GAAP.

      Notwithstanding  the foregoing,  neither  Borrower nor any Subsidiary will
grant any lien,  pledge,  security  interest or encumbrances on the stock of any
Subsidiary.

      6.4 GUARANTEES. Guarantee or otherwise in any way become or be responsible
for the  obligations  of any other person  (whether by agreement to purchase the
indebtedness  of any other person,  or agreement for the  furnishing of funds to
any other person through the purchase of goods,  supplies or services (or by way
of stock  purchase,  capital  contribution,  advance or loan) for the purpose of
paying or discharging indebtedness of any other person, or otherwise) unless the
Borrower has received the prior  written  consent of the Bank or with respect to
the Guaranty or any other  guaranty in favor of the Bank or Guaranty in favor of
a third party lender  secured  solely by the Hong Kong  Property,  provided such
Guaranty  does not exceed Ten Million  Dollars or  provided  there does not then
exist an Event of Default or  provided  an Event of Default is not  created as a
result of such Guaranty.

      6.5  INDEBTEDNESS.   Create,   incur,   assume  or  suffer  to  exist  any
indebtedness,  except for (i) the Obligation;  (ii) accounts  payable arising in
the ordinary course of business;  (iii) other indebtedness  permitted hereunder;
(iv)  indebtedness  secured  by  mortgages  described  in  Schedule  6.3 and any
renewals or extensions  (but not any increases  thereof);  and (v)  indebtedness
permitted  by  the  Bank  in  writing.  "Indebtedness"  shall  mean  all  of the
Borrower's and the  Subsidiaries'  obligation  and  liabilities to any person or
entity,  including,  without  limitation,  all debts,  claims and  indebtedness,
contingent,  fixed or otherwise,  heretofore, now or from time to time hereafter
due or payable,  however evidenced and however arising,  and any leases required
to be capitalized under GAAP.

      6.6 NO LOANS. Make any loans, advances or extensions of credit except that
the Borrower may have trade receivables and may make advances and deposit in the
ordinary  course of business  not to exceed  $2,000,000  in the  aggregate.  The
Borrower may also make  advances to its officers,  directors and employees  from
time to time in the ordinary course,  provided that the maximum aggregate amount
of all such advances will not exceed One Million Dollars  ($1,000,000.00) at any
time.

      6.7 INVESTMENTS. Make or suffer to exist any investments other than:

            1. in direct  obligations  of the United  States of America,  or any
agency  thereof  or  obligations  guaranteed  by the United  States of  America;
provided,  that  such  obligations  mature  within  one  year  from  the date of
acquisition thereof;

            2. in certificates of deposit maturing within one year from the date
of  acquisition  issued  by the  Bank,  or by any  other  bank or trust  company
organized  under  the laws of the  United  States or any  state  thereof  having
capital surplus and undivided profits  aggregating at least $100 million and not
known by the Borrower to be having financial difficulties;

            3.    commercial  paper  rated  P-1 and P-2 by  Moody's  Investors
Service,  Inc.  (Commercial Paper Record) and rated A-1 or A-2 by Standard and
Poor Corporation (Commercial Paper Ratings Guide);

            4.    private placements with daily maturities;

            5. other investments (after  consultation with the Bank) of up to an
aggregate amount of $500,000.00 outstanding at any one time(s); and

            6. the Borrower's  ownership of the  Subsidiaries  as of the date of
this Agreement, and as permitted pursuant to Section 6.8 hereof.

      6.8  ACQUISITIONS.  Acquire  all  or  a  substantial  portion  of  another
business,  whether by purchase of stock,  assets or otherwise,  for an aggregate
purchase price in excess of (i) Ten Million and 00/100 Dollars  ($10,000,000.00)
plus (ii)  forty  percent  (40%) of EBITDA for the most  recent  four (4) fiscal
quarters plus (iii) one hundred percent (100%) of such acquired business' EBITDA
(excluding  compensation of officers and distributions  paid out by closely held
entities),  for the most recent four (4) fiscal quarter without the Bank's prior
written  consent.  Any  such  business,  if not  made a part of  Borrower  or an
existing  Subsidiary,  shall be deemed to be a  Subsidiary  for purposes of this
Agreement,  and  shall  be  subject  to  this  Agreement.   Notwithstanding  the
foregoing,  the  acquisition  of Elba  Electric  GmbH  and  affiliated  entities
("Elba") as described  in that  certain  letter of intent dated June 3, 1997 and
July 2,  1997,  from  Borrower  to Elba is a  permitted  acquisition  under this
Section 6.8.

      6.9   FISCAL YEAR.  Change its fiscal year from its present fiscal year.

                                  ARTICLE VI A

                               FINANCIAL COVENANTS

      6A.1 EBITDA TO DEBT SERVICE  COVERAGE RATIO.  Each of the Borrower and the
Subsidiaries agree so long as this Agreement shall remain in place that it shall
maintain on a  consolidated  basis,  a minimum  EBITDA to Debt Service  Coverage
Ratio of 1.75 to 1.0 through June 30,  1997,  measured for the period of July 1,
1996 through June 30, 1997, and 2.50 to 1.0 at all times thereafter, measured on
the last day of each fiscal quarter thereafter  beginning September 30, 1997 for
the twelve (12) month period then ending for the twelve (12) month period ending
September 30, 1997.

      6A.2  TANGIBLE NET WORTH.  (a) Each of the  Borrower and the  Subsidiaries
agree that it shall maintain on a consolidated  basis until December 31, 1997, a
minimum  Tangible Net Worth at all times in the total  amount of  $20,060,000.00
plus fifty percent (50%) of the  Borrower's  consolidated  cumulative net income
April 4, 1995,  (b) a minimum  tangible Net Worth of $50,000,000 on December 31,
1997, and (c) at all times  maintain on a consolidated  basis after December 31,
1997, a minimum  Tangible Net Worth of at least  $50,000,000  plus fifty percent
(50%) of the  Borrower's  consolidated  cumulative net income after December 31,
1997,  plus 100% of the amount of the  proceeds  from any  issuance  of stock by
Borrower and its Subsidiaries after payment of all expenses  associated with the
issuance of such stock. In calculating  the amount under (c) above,  there shall
not be subtracted  cumulative  net income for any 12 month period if that number
is a negative  number.  "Tangible Net Worth" shall mean the total of (the assets
of the Borrower and  Subsidiaries  on a consolidated  basis less assets properly
classified under GAAP as intangible assets,  including the value of goodwill and
intellectual   property)   minus  the   liabilities  of  the  Borrower  and  the
Subsidiaries on a consolidated basis.

      6A.3 TOTAL DEBT TO EBITDA. Each of the Borrower and the Subsidiaries agree
that it will not  permit on a  consolidated  basis  the  ratio of Total  Debt to
EBITDA to exceed (i) 3.00 to 1.00 through June 30, 1997  measured for the period
of July 1, 1996  through  June 30,  1997,  or (ii) 2.25 to 1.0 at any time after
June 30, 1997, measured on the last day of each fiscal quarter hereafter for the
twelve  (12) month  period  then  ended,  with the first such  twelve (12) month
period being the period of October 1, 1996 through September 30, 1997.

                                   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 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  or  any
Significant Subsidiary;

            d. The Borrower or any Significant  Subsidiary 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 or any Significant  Subsidiary 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  Significant
Subsidiary, 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  or any  Significant  Subsidiary  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 any  Significant  Subsidiary or of any
substantial  part of  either  the  Borrower's  or any  Significant  Subsidiary'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 or any Significant  Subsidiary  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
Significant  Subsidiary  or  any  substantial  part  of  the  Borrower's  or any
Significant  Subsidiary's  property,  or Borrower or any Significant  Subsidiary
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 or any  Significant  Subsidiary  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 or any Significant Subsidiary and the Bank;

            j. The making of any levy, seizure, garnishment, or attachment of or
on any assets of the  Borrower or any  Significant  Subsidiary  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  or any  Significant
Subsidiary  is  transferred,  directly or  indirectly,  to any person other than
another Subsidiary;

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

            m. The  occurrence of any material  adverse  change to the financial
condition  of the  Borrower,  or the Borrower  and the  Subsidiaries  taken as a
whole.

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) hereof because of the failure of the Borrower to make a required  payment
hereunder,  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 (a)  the  Borrower's  failure  to make a  required  payment  under
Section  6.1(a);  (b) the  Borrower's  failure to comply with the  provisions of
Sections 6.3, 6A.1 or 6A.2 or 6A.3 hereof; or (c) the provisions of Sections 7.1
(e), (g) or (h),  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 Notes,  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) or (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  hereof  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
Notes, 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 for Prime  Based  Loans  shall be the Prime Rate plus 4 percent per
annum and for all LIBOR-Based  Rate Loans, a rate determined by the Bank to be 4
percent  above the rate which would  otherwise  be payable for  Advances in such
Currency,  whether Dollars or an Optional Currency,  under Credit Facility B for
an  Interest  Period,  or  Interest  Periods,  selected  by the Bank;  provided,
however, if failure to pay occurs upon acceleration,  for LIBOR-Based Rate Loans
denominated in Dollars  immediately  prior to  acceleration,  the Bank may if it
chooses select for all such Dollar overdue amounts the Default Rate of the Prime
Rate plus 4 per cent per annum.

      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 or any  Subsidiary  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 Notes 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 Notes, and shall be
true and correct and continue in full force and effect so long as any portion of
any  Obligation  or the  Notes 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 Notes 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 Dade 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 Notes, 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 either or both 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 Notes
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:

      If to the Bank:

      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:

      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 Notes 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 Notes, 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 Notes 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  (including  the Prior Loan
Agreement) 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 Notes 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
refund of  amounts  owed  hereunder,  or to  minimize  amounts  owed  hereunder,
provided  that  Borrower  shall pay the costs  thereof  and  provided  that such
action,  in the opinion of the Bank,  will not or may not  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.

      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:

<PAGE>

            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 places and on the dates set forth  below  effective  as of the
15th day of July, 1997, and executed on the date set forth below.

                            FIRST UNION NATIONAL BANK

                                       By:

                                          Joseph M. Mayhew
                                    Its:  Senior Vice President

                       Date Executed: November 7, 1997

                      Place of Execution: Charlotte, North Carolina



                                    FIRST UNION NATIONAL BANK,
                                    LONDON BRANCH

                                       By: Joseph M. Mayhew

                                    Its: Senior Vice President

                       Date Executed: November 7, 1997

                      Place of Execution: Charlotte, North Carolina



<PAGE>

                                    COMPUTER PRODUCTS, INC.

                                       By:

                                          Richard Thompson

                                    Its: Vice President

                       Date Executed: November 7, 1997

                        Place of Execution: Eden Prairie,

Minnesota

Each of the  undersigned  acknowledges  that it has  received a copy of the Loan
Agreement is familiar with the terms and conditions of the Loan  Agreement.  The
undersigned  hereby  jointly and severally (i) represent and warrant to you that
each  representation  and warranty  contained in the Loan  Agreement is true and
correct to the extent it  relates to the  undersigned;  and (ii) agree that each
will act in compliance with the covenants set forth in the Loan Agreement to the
extent the covenants  contemplate  that the undersigned will act or refrain from
acting.  The  undersigned  (i)  recognize  that the  foregoing  representations,
warranties and covenants are an integral part of the decision by you to make the
Loans (as defined in the Loan Agreement); (ii) represent and warrant to you that
the  undersigned,  each of which is a  wholly-owned  subsidiary of the Borrower,
will receive  substantial  benefit from the making of the Loans to the Borrower;
and (iii)  acknowledge  that you have relied upon the  foregoing  in making your
decision  to make the  Loans  and  enter  into the  Loan  Agreement.  All of the
signatures  below  are made on the date and at the  place  set  forth  under the
signature of Computer Products, Inc. appearing immediately above.

                                    Computer Products GmbH

                                       By:

                                          Gary Duffy
                                    Its: Authorized Signatory

                                       By:Siegfried Kreuzer

                                    Its: Authorized Signatory

                                    Computer Products S.A.R.L.

                                       By:Richard Thompson

                                      Its:

                       Computer Products Power Conversion Limited

                                       By:Richard Thompson

                                      Its:

                                    RTP Foreign Sales Corp.

                                       By:Richard Thompson

                                      Its:

                                    Power Products Ltd.

                                       By:Richard Thompson

                                      Its:

                                    Stevens-Arnold, Inc.

                                       By:Richard Thompson

                                      Its:

                                    JETA Power Systems, Inc.

                                       By:Richard Thompson

                                      Its:

                                    Heurikon Corporation

                                       By:Richard Thompson

                                      Its:

                        Computer Products Asia - Pacific Limited

                                       By:Richard Thompson

                                      Its:

                          Power Products (Ireland) Ltd.

                                       By:Richard Thompson

                                      Its:

                      C.P. Power Products (Zhong Shan) Co.Ltd.

                                       By:Richard Thompson

                                      Its:

                                    RT Holding Corp.

                                       By:Richard Thompson

                                      Its:

                                    Dutor Holding N.V.

                                       By:Richard Thompson

                                      Its:

                                    Elba Electronics Limited

                                       By:Richard Thompson

                                      Its:

                         Herbert Zehnte Betelligungs-undVerwaltungs GmbH & Co.

                                       By:Richard Thompson

                                      Its:

                          El-BA Electric-Bauelemente AG

                                       By:Richard Thompson

                                      Its:

                                   Elba s.r.o.

                                       By:Richard Thompson

                                      Its:

<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,  a national  banking  association,  on
behalf  of the  association.  He is  personally  known to me  (YES)  (NO) or who
produced ______________________ as identification.

                                    Notary Public

(NOTARIAL SEAL)                    Carla Eaker

                                    Printed Name of Notary
                                    My Commission Expires:

(Eden Prairie, Minnesota)
Place of Execution

      I HEREBY CERTIFY that the foregoing  instrument was acknowledged before me
this _6th_ day of November,  1997, by Richard Thompson,  as Vice President or
Authorized  Signatory  of Computer  Products,  Inc., a Florida  corporation,  on
behalf of the  corporation and the other  corporations  above except First Union
National Bank,  First Union National Bank,  London Branch and Computer  Products
GmbH.   He  is   personally   known   to  me   (YES)   (NO)   or  who   produced
______________________ as identification.

                                    Notary Public

(NOTARIAL SEAL)                    Karen Scheldroup

                                    Printed Name of Notary
                                    My Commission Expires:January 31, 2000

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.

                                    Notary Public

(NOTARIAL SEAL)                    Carla Eaker

                                    Printed Name of Notary
                                    My Commission Expires: August 21, 2002

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:

<PAGE>

Youghal County Cork, Ireland
Place of Execution

      I, Patrick Lavan,  a Notary Public within and for the Federal
Republic of Germany,  duly  commissioned  and acting,  do hereby certify that on
this 13th day of November,  1997,  personally appeared SIEGFRIED GEORG KREUZER,
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:

<PAGE>