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                                                           FINOVA
                                                           FINANCIAL INNOVATORS
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                                                           Rediscount Finance


                           LOAN AND SECURITY AGREEMENT

Co-Borrowers:     TRAVELERS ACCEPTANCE CORPORATION
                  TRAVELERS LEASING CORPORATION
                  TRACE CREDIT SERVICES, INC.


Address:          2233 FARADAY AVENUE, SUITE K
                  CARLSBAD, CA 92008



Date:             SEPTEMBER 23. 1999



THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between
FINOVA CAPITAL CORPORATION, a Delaware corporation (nLender9, whose corporate
address is 1850 N. Central, Phoenix, Arizona 85077 and whose Rediscount Finance
Once address is 16833 North Dallas Parkway, Suite 700, Addison, Texas 75001 and
the borrowers named above (collectively referred to herein as the "Borrowers"
and singularly as Borrower, all of whose chief executive offices are located at
the above addresses (collectively referred to herein as "Borrowers' address").
Each Borrower shall be separately defined as set forth in the Schedule (Schedule
Section 1.A-). All representations, warranties, covenants, agreements,
undertaking or other obligations of Borrowers as set forth in this Agreement and
all other Loan Documents are made by each Borrower as if separately set forth
for each Borrower in this Agreement and the other Loan Documents. Al1 financial
covenants and ratios set forth herein shall be applied to the Borrowers in the
aggregate.

1        DEFINITIONS

         ACCOUNT DEBTOR. The term Account Debtor shall mean any person or
persons that are an obligor in any contractual arrangement with Borrower or any
co signor in respect of any Receivable.

         AGREEMENT. The term Agreement. shall mean this Loan and Security
Agreement between FINOVA and the Borrower and any amendment, modifications or
extension hereof.

         BUSINESS DAY. The term "Business Day" shall mean a day, other than a
Saturday or Sunday, on which commercial banks are open for business to the
public in Phoenix, Arizona and New York, New York.

         CASH COLLECTION PERCENTAGE - MOTOR VEHICLE. The term "Cash Collection
Percentage - Motor Vehicle" shall mean the percentage determined by dividing the
aggregate cash payments of principal received by Borrower with respect to all
Motor Vehicle Receivables during the month immediately preceding the date of
determination by the average aggregate monthly Gross



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Balance of a Motor Vehicle Receivable, for all Motor Vehicle Receivables, for
the six (6) calendar months immediately preceding the date of determination

         CASH COLLECTION PERCENTAGE - NON-AUTO. The term "Cash Collection
Percentage - Non-Auto " shall mean the percentage determined by dividing the
aggregate cash payments of principal and interest received by Borrower with
respect to all Non-Auto Receivables during the month immediately preceding the
date of determination by the average aggregate monthly Gross Balance of a
Non-Auto Receivable, for all Non-Auto Receivables, for the six (6) calendar
months immediately preceding the date of determination

         CHARGE OFFS. The term "Charge Offs" shall mean the amount due
(including the principal balance plus all earned fees and charges) pursuant to a
Receivable on the date that Borrower charges off such Receivable as
uncollectible, pursuant to Borrower's policies and/or procedures.

         CODE. The term "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

         COLLATERAL. The term "Collateral" shall have the meaning set forth in
Section 3.1. hereof

         COLLATERAL DELINQUENCY PERCENTAGE. The term "Collateral Delinquency
Percentage" shall mean, on any date of determination, the percentage determined
by the aggregate of all of the outstanding balances for all Receivables that are
sixty (60) days or more past due divided by the aggregate of all of the
outstanding balances for all Receivables.

         COLLATERAL RECOVERY RATE - LEASE. The term "Collateral Recovery Rate -
Lease" shall mean, for any period of determination, (i) the total cash collected
from all Lease Receivables (including but not limited to all cash proceeds from
charge off recoveries, with such charge off recoveries calculated at wholesale
value), divided by (ii) the sum of (a) the total cash collected from all Lease
Receivables (excluding all cash proceeds from charge off recoveries) plus (b)
the aggregate of all Charge Offs with respect to Lease Receivables for that
period.

         COLLATERAL RECOVERY RATE - NON-AUTO. The term "Collateral Recovery Rate
- Non-Auto" shall mean for any period of determination, (i) the total cash
collected from all Non-Auto Receivables (including but not limited to all cash
proceeds from charge off recoveries, with such charge off recoveries calculated
at wholesale value), divided by (ii) the sum of (a) the total cash collected
from all Non-Auto Receivables (excluding all cash proceeds from charge off
recoveries) plus (b) the aggregate of all Charge Offs with respect to Non-Auto
Receivables for that period, plus (c) Included Rebates for that period.

         COLLATERAL RECOVERY RATE - MOTOR VEHICLE. The term "Collateral Recovery
Rate - Motor Vehicle" shall mean, for any period of determination, (i) the total
cash principal payments collected from all Motor Vehicle Receivables (including
but not limited to all cash proceeds from charge off recoveries, with such
charge off recoveries calculated at wholesale value), divided by (ii) the sum of
(a) the total cash principal payments collected from all Motor Vehicle
Receivables (excluding all cash proceeds from charge off recoveries) plus (b)
the aggregate of all Charge Offs of principal with respect to Motor Vehicle
Receivables for that period.

         COMMONLY CONTROLLED ENTITY. The term "Commonly Controlled Entity" shall
mean



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an entity, whether or not incorporated, which is under common control with
Borrower within the meaning of Section 414(b) or (c) of the Code.

         DEFAULT. The term "Default" shall mean an event which with the passage
of time or notice or both would constitute an Event of Default (as defined in
Section 8.1).

         DISTRIBUTIONS. The term "Distributions" shall mean, during the period
of determination, any dividends or other distribution of earnings to Borrower's
shareholders or equity holders, the net increase in the outstanding balance of
all obligations or indebtedness due from the Borrower's shareholders or equity
holders to Borrower and the net decrease in the outstanding balance of all
obligations or indebtedness due from Borrower to Borrower's shareholders or
equity holders.

         ELIGIBLE RECEIVABLES. The term "Eligible Receivables" shall mean those
Receivables of Borrower that are acceptable to Lender, in its reasonable
discretion, and, in each case, that meet, at a minimum, all of the following
requirements: (i) arise from the extension of credit, the sale and delivery of
consumer goods, lease of consumer goods or services rendered in the connection
with the sale or lease of such goods in the ordinary course of business of the
dealer or originator of such Receivable from which Borrower acquired such
Receivable; (ii) represent a valid and binding obligation enforceable in
accordance with its terms for the amount outstanding thereof without offset,
counterclaim or defense (whether actual or alleged); (iii) comply in all
respects with all applicable laws and regulations, including, but not limited
to, truth in lending and credit disclosure laws and regulations; (iv) all
amounts and information appearing thereon or furnished to Lender in connection
therewith are true and correct and undisputed by the Account Debtor thereon or
any guarantor thereof; (v) Borrower and the Account Debtor are not engaged in
any litigation regarding nonpayment of the Receivable; (vi) to the best
knowledge of Borrower neither the Account Debtor thereon nor any guarantor
thereof is subject to any receivership, insolvency or bankruptcy proceeding, is
insolvent or has failed to meet its debts as they mature; (vii) Borrower has
good and sufficient right to pledge, assign and deliver the Receivables free
from all liens, claims, encumbrances or security interests whatsoever; (viii)
neither the Account Debtor thereon nor any guarantor thereof is employed by,
related to or affiliated with Borrower; (ix) to the best knowledge of Borrower
no condition exists that materially or adversely affects the value of the
Receivables or jeopardizes any security therefor; (x) if the Receivables arise
from the sale or lease of goods, such goods have been delivered and accepted by
the Account Debtor and are still subject to the lawful possession and control of
the Account Debtor and have not been otherwise returned to or repossessed by
Borrower; (xi) is not a renewal or extension of any Receivable previously
ineligible hereunder; (xii) the outstanding balance thereof does not exceed the
Maximum Amount of an Eligible Receivable (SCHEDULE SECTION 1.B.) and the
remaining term thereof does not exceed the Maximum Term of an Eligible
Receivable (SCHEDULE SECTION 1.C.); (xiii) meets the Eligibility Test and has
been reported to Lender in compliance with the Aging Procedures (SCHEDULE
SECTION 1.D.); (xiv) is not evidenced by a judgment or has not been reduced to
judgment; (xv) is not an open or revolving account; (xvi) is evidenced by a
written payment agreement, with respect to a Non-Auto Receivable and a Motor
Vehicle Receivable such Receivable is bearing interest or containing a time
price differential, which has been executed by the Account Debtor; (xvii) the
Account Debtor thereunder is a legal resident of the United States; (xviii)
payments under the Receivable are to be made in United States dollars; (xix) the
number of days between contractual payment dates of a Receivable does not exceed
thirty-one (31 ) days; and (xx) all legally required recession rights and/or
cancellation periods have expired.

         ERISA. The term "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.

         GAAP. The term "GAAP" shall mean generally accepted accounting
principles and other standards as promulgated by the American Institute of
Certified Public Accountants.

         GROSS BALANCE OF A LEASE RECEIVABLE. The term "Gross Balance of a Lease
Receivable" shall mean the aggregate of lease payments remaining due plus the
residual value with respect to such Lease Receivable.



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         GROSS BALANCE OF A NON-AUTO RECEIVABLE. The term "Gross Balance of a
Non-Auto Receivable" shall mean the outstanding balance of the a Non-Auto
Receivable, on any date of determination, including all unearned interest,
purchase discounts, dealer reserves, hold backs, and insurance commissions

         GUARANTOR. The term "Guarantor" shall mean any person or persons who
execute a guaranty agreement in favor of Lender guaranteeing the repayment of
the Borrower's Indebtedness to Lender (SCHEDULE SECTION 1. E.).

         GUARANTY AGREEMENT. The term "Guaranty Agreement" shall mean that
certain agreement executed by the Guarantor. in a form and substance approved by
Lender.

         GOVERNING RATE. The term "Governing Rate" shall mean the "Prime" rate
publicly announced by Citibank N.A., New York, New York (or such other "money
center" bank as Lender, in its sole discretion, may select from time to time,
but shall not be more than the highest rate of the five largest banks in the
Continental United States as their respective corporate base, reference, prime
or similar benchmark rate), provided however, that such rate may not be the
lowest rate charged to such bank's customers

         INCLUDED REBATE PERCENTAGE. The term "Included Rebate Percentage" shall
mean, for any period of determination, the percentage determined by dividing (i)
the aggregate of all Charge Offs with respect to Non-Auto Receivables for that
period, by (ii) the Nonpayment Net Receivable Reductions for that period.

         INCLUDED REBATES. The term "Included Rebates" shall mean, for any
period of determination, (i) the aggregate of all rebates of interest for that
period, multiplied by (ii) the Included Rebate Percentage.

         INDEBTEDNESS. The term "Indebtedness" shall mean all amounts advanced
hereunder by Lender to Borrower together with all other amounts owing or
becoming owing to Lender by Borrower, direct or indirect, absolute or
contingent, now or hereafter existing, whether pursuant to the terms of this
Agreement or any document or instrument evidencing or securing the transaction
contemplated hereby.

         LEASE RECEIVABLE. The term "Lease Receivable" shall mean a Receivable
that evidences a consumer finance lease contact or obligation for the financed
lease of consumer goods, excluding a true lease.

         LEVERAGE RATIO. The term "Leverage Ratio" shall mean, at any date of
determination, total liabilities of Borrower, including the outstanding balance
of the Indebtedness, less the outstanding balance due pursuant to all
Subordinated Debt divided by the sum of the amount of Borrower's Tangible Net
Worth plus the outstanding balance due pursuant to all Subordinated Debt

         LOAN DOCUMENTS. The term "Loan Documents" shall mean this Agreement,
the Note, the Schedule, the Guaranty, Subordination Agreements, Agency and
Custodian Agreements and all other documents executed in connection with this
Agreement, together with any and all renewals, amendments, restatements or
replacements of such documents.

         MAXIMUM RATE. The term "Maximum Rate" shall mean the highest lawful and
nonusurious rate of interest applicable to the Note made and delivered by
Borrower to Lender in connection herewith, that at any time or from time to time
may be contracted for, taken, reserved, charged, or received on the Note and the
Indebtedness under the laws of the United States and the laws of such states as
may be applicable thereto, that are in effect or, to the extent allowed by such
laws, that may be hereafter in effect and that allow a higher maximum
nonusurious and lawful interest rate than would any applicable laws now allow.

         MOTOR VEHICLE RECEIVABLES. The term "Motor Vehicle Receivables" shall
mean a consumer Receivable that is secured by a motor vehicle (non-commercial)
and such Receivable evidences a portion of the purchase price paid for such
motor vehicle by the Account Debtor



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         NET BALANCE OF A MOTOR VEHICLE RECEIVABLE. The term Net Balance of a
Motor Vehicle Receivable" shall mean the outstanding balance of the a Motor
Vehicle Receivable, on any date of determination, excluding all unearned
interest, purchase discounts, dealer reserves, hold backs, and insurance
commissions.

         NET BALANCE OF A NON-AUTO RECEIVABLE. The term Net Balance of a
Non-Auto Receivable" shall mean the outstanding balance of the a Non-Auto
Receivable, on any date of determination, excluding all unearned interest,
purchase discounts, dealer reserves, hold backs, and insurance commissions.

         NET INCOME. The term "Net Income" shall mean with respect to any fiscal
period, the net earnings of Borrower (excluding all extraordinary gains or
nonrecurring income) before provision for income taxes for such fiscal period of
Borrower, all as reflected on the financial statements of Borrower supplied to
Lender pursuant to Sections 6.6(A) and 6.6(B) hereof.

         NET LEASE RECEIVABLE. The term "Net Lease Receivable" shall mean the
outstanding balance of a Lease Receivable, on any date of determination,
excluding all unearned interest, unearned reserves and deposits.

         NON-AUTO RECEIVABLE. The term "Non-Auto Receivable" shall mean a
consumer receivable originated by a third party who has no common ownership,
direct or indirect with that of any Borrower or any Guarantor, from which
Borrower acquired such Receivable and such Receivable is not a Motor Vehicle
Receivable

         NONPAYMENT NET RECEIVABLE REDUCTIONS. The term "Nonpayment Net
Receivable Reductions" shall mean, for any period of determination, the sum of
(i)- the aggregate of all Charge Offs with respect to Non-Auto Receivables for
that period, plus (ii) the aggregate of all net refinanced balances of Non-Auto
Receivables for that period.

         NOTE. The term "Note" shall mean the promissory note of even date
herewith, and ail renewals, extensions, or modifications executed by Borrower
and payable to the order of Lender.

         PLAN. The term "Plan" shall mean any pension plan that is covered by
Title IV of ERISA and with respect to which Borrower or a Commonly Controlled
Entity is an "Employer" as defined in section 3(5) of ERISA.

         PRINCIPAL BALANCE OF A MOTOR VEHICLE RECEIVABLE. The term "Principal
Balance of a Motor Vehicle Receivable" shall mean the outstanding balance of the
a Motor Vehicle Receivable, on any date of determination, excluding all unearned
interest.

         RECEIVABLES. The term "Receivables" shall mean all accounts of Borrower
and any other right of Borrower to receive payment, including, without
limitation, all loans, extensions of credit or Borrower's right to payment for
goods sold, leased or services rendered by Borrower or the originator of such
Receivable from which Borrower has acquired such Receivable

         REQUEST FOR ADVANCE. The term "Request for Advance" shall mean a
written request for an advance in the form of Exhibit "A" attached hereto and
made a part hereof.

         SCHEDULE. The term "Schedule" shall mean the schedule executed in
conjunction with this Agreement of even date herewith, as may be amended from
time to time, upon written agreement of Lender and Borrower.

         SUBORDINATED DEBT. The term "Subordinated Debt" shall mean the
aggregate amount of any indebtedness of Borrower to persons other than Lender
that by its terms is subordinated in all respects, including, but not limited
to, the right of payment, to the prior payment in full of the Indebtedness. A
subordination and standstill agreement, in a form and substance satisfactory to
Lender, shall be entered into by all holders of Subordinated Debt

         TANGIBLE NET WORTH. The term "Tangible Net Worth" shall mean, at any
time of determination, the shareholder's equity of Borrower determined in
accordance with GAAP minus the aggregate amount of all intangible assets and all
assets consisting of obligations due to Borrower from



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shareholders, directors, officers, or any affiliate of Borrower or any Guarantor
hereunder.

2        LOAN

         2.1 AMOUNT OF LOAN. Subject to the terms, covenants and conditions
hereinafter set forth, Lender agrees upon the Borrower's request from time to
time, until the Maturity Date, to make advances to Borrower (collectively, the
"Loan"), in an aggregate amount not to exceed at any time outstanding the lesser
of the following: (a) the Amount of Revolving Credit Line (SCHEDULE SECTION
2.1.A.) or (b) the Availability on Eligible Receivables (SCHEDULE SECTION
2.1.B.). Within the limits of this Section 2.1, Borrower may borrow, repay and
reborrow the advances. The Loan shall be evidenced by the Note.

         2.2 INTEREST RATE. The outstanding principal balance of Loan shall bear
interest at the Stated Interest RATE (SCHEDULE SECTION 2.2). If Lender is ever
prevented from charging or collecting interest at the rate set forth in Stated
Interest Rate Section (i) because interest at such rate would exceed interest at
the Maximum Rate, then the rate set forth in Stated Interest Rate Section (i)
shall continue to be the Maximum Rate until Lender has charged and collected the
full amount of interest chargeable and collectable had interest at the rate set
forth in Stated Interest Rate Section (i) always been lawfully chargeable and
collectible.

         As the Governing Rate changes, the rate set forth in Stated Interest
Rate Section (i) shall be increased or decreased (subject to the Maximum Rate)
on the first day of each calendar month to correspond with the change in the
Governing Rate then in effect and shall remain fixed at such rate until the
first day of the next succeeding calendar month, notwithstanding fluctuations in
the Governing Rate during the month.

         If the Stated Interest Rate calculation, as set forth in SCHEDULE
SECTION 2.2 (I), causes a change in the Stated Interest Rate Section (i), such
increased or decreased (subject to the Maximum Rate) shall be determined on the
first (1st) day of each calendar month together with any change in the Governing
Rate, if any, and shall remain in effect and shall remain fixed at such rate
until the first day of the next succeeding calendar month, notwithstanding
fluctuations in the Stated Interest Rate calculation or Governing Rate during
the month. If the Stated Interest Rate calculation is determined based upon the
outstanding balance of the Indebtedness, only for the purpose of determining the
Stated Interest Rate on the first (1st) day of each calendar month, the
outstanding balance of the Indebtedness shall be the average daily outstanding
balance of the Indebtedness for the calendar month immediately preceding the
date of determination.

         All changes in the Governing Rate or the Stated Interest Rate shall be
made without notice to Borrower. The monthly interest due on the principal
balance of the Loan outstanding shall be computed for the actual number of days
elapsed during the month in question on the basis of a year consisting of three
hundred sixty (360) days and shall be calculated by determining the average
daily principal balance outstanding for each day of the month in question. The
daily rate shall be equal to 1/360th times the Stated Interest Rate (but shall
not exceed the Maximum Rate).

         2.3 PAYMENTS. All payments to Lender made by mail shall be payable at
FINOVA Capital Corporation, File No. 96425, P. O. Box 730495, Dallas, Texas
75373 or payments made by overnight mail shall be payable at FINOVA Capital
Corporation, File No. 96425, Attn. LB No. 730495, 1801 Royal Lane, Suite 600,
Dallas, TX 75229. All payments made by wire transfer or other method of
electronic transfer methods to Lender shall be payable to FINOVA Capital
Corporation, CITIBANK, NEW YORK, NEW York, ABA# 021 000 089, Account Name:
FINOVA CAPITAL CORP., ACCOUNT NUMBER: 4068-0485, REFERENCE: REDISCOUNT FINANCE,
ZQX(CLIENT ACCT. #XXX )ZQX.) Al1 payments received pursuant to this Agreement by
wire transfer or other electronic transfer method, where immediate credit
occurs, shall be applied to Borrower's Indebtedness on the Business Day of
actual receipt of such payment by Lender's depository bank, payments received by
any other method shall be applied to Borrower's Indebtedness three (3) Business
Days after the actual receipt of such payment by Lender's depository bank if
such payment is credited to Lender's account. The Indebtedness shall be due and
payable as follows:



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         A. Accrued but unpaid interest for each calendar month during the term
hereof shall be due and payable, in arrears, on or before the fifteenth (15th)
day of the immediately succeeding calendar month.

         B. Costs, fees and expenses payable pursuant to this Agreement shall be
due and payable by Borrower to Lender or to such other person(s) designated by
Lender in writing on demand; and

         C. Pursuant to Section 2.5 of this Agreement, shall be due and payable
immediately when amount advanced by Lender to Borrower exceeds the maximum
amount of the Loan allowed pursuant to Section 2.1.

         D. The entire outstanding balance of the Indebtedness shall be due and
payable, if not prepaid. on the Maturity Date (SCHEDULE SECTION 2.3.).

         2.4 PAYMENT DUE ON A NON-BUSINESS DAY. If any payment of the
Indebtedness falls due on a day other than a Business Day, then such due date
shall be extended to the next succeeding Business Day.

         2.5 MANDATORY PAYMENTS. Provided that Borrower is not otherwise in
Default hereunder, if at any time the amount advanced by Lender to Borrower
exceeds the maximum amount of the Loan allowed pursuant to Section 2.1, Borrower
shall immediately and without notice, repay to Lender an amount sufficient to
eliminate such excess, or, at Lender's option, assign and deliver additional
Eligible Receivables sufficient for such purpose. In the event Borrower sells,
transfers, assigns or otherwise disposes of all or any portion of its
Receivables, other than in the ordinary course of business, Borrower shall apply
all proceeds of any such sale, transfer, assignment or other disposition to
reduce the outstanding balance of the Indebtedness.

         2.6 VOLUNTARY PREPAYMENTS. Borrower may, at its option, voluntarily
prepay the Indebtedness in full at any time and request a termination of
Lender's security interest in the collateral, provided, however, that Borrower
has given Lender ninety (90) days written notice of any such intention to prepay
the Indebtedness in full, Borrower requests Lender to terminate its security
interest in the Collateral and as liquidated damages, not as a penalty, pays to
Lender the amount of liquidated damages ("Liquidated Damages") (SCHEDULE SECTION
2.6). Borrower may not make such prepayment prior to the expiration of such
ninety (90) day period. Upon written notice of prepayment of the Indebtedness in
full, the commitment by Lender to advance funds to Borrower and all the
obligations of Lender shall terminate on the expiration of said ninety (90) day
notice period, and the entire amount of the Indebtedness shall be due and
payable on such date.

         2.7 MAXIMUM INTEREST; CONTROLLING AGREEMENT. The contracted for rate of
interest of the Loan without limitation, shall consist of the following: (i) the
Stated Interest Rate, calculated and applied to the principal balance of the
Note in accordance with the provisions of the Note and this Agreement; (ii)
interest after event of default or due date, calculated and applied to the
amounts due under the Note in accordance with the provisions thereof; and (iii)
all Additional Sums (as herein defined), if any. Borrower agrees to pay an
effective contracted for rate of interest which is the sum of the
above-referenced elements.

         All fees, charges, goods, things in action or any other sums or things
of value (other than amounts described in the immediately previous paragraph),
paid or payable by Borrower (collectively, the "Additional Sums"), whether
pursuant to the Note, this Agreement or any other documents or instruments in
any way pertaining to this lending transaction, or otherwise with respect to
this lending transaction, that under any applicable law may be deemed to be
interest with respect to this lending transaction, for the purpose of any
applicable law that may limit the maximum amount of interest to be charged with
respect to this lending transaction, shall be payable by Borrower as, and shall
be deemed to be, additional interest and for such purposes only, the agreed upon
and "contracted for rate of interest" of this lending transaction shall be
deemed to be increased by the rate of interest resulting from the inclusion of
the Additional Sums.

         It is the intent of the parties to comply with the usury law
("Applicable Usury Law") applicable pursuant to the terms of the preceding
paragraph or such other usury law which is applicable if the law



                                      -7-
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chosen by the parties is not applicable. Accordingly, it is agreed that
notwithstanding any provisions to the contrary in the Loan Documents, or in any
of the documents securing payment hereof or otherwise relating hereto, in no
event shall the Loan Documents or such documents require the payment or permit
the collection of interest in excess of the maximum contract rate permitted by
the Applicable Usury Law. In the event (a) any such excess of interest otherwise
would be contracted for, charged or received from Borrower or otherwise in
connection with the loan evidenced hereby, or (b) the maturity of the
indebtedness evidenced by the Loan Documents is accelerated in whole or in part,
or (c) all or part of the principal or interest of the Loan Documents shall be
prepaid, so that under any of such circumstances the amount of interest
contracted for, charged or received in connection with the loan evidenced
hereby, would exceed the maximum contract rate permitted by the Applicable Usury
Law, then in any such event (1 ) the provisions of this paragraph shall govern
and control, (2) neither Borrower nor any other person or entity now or
hereafter liable for the payment hereof will be obligated to pay the amount of
such interest to the extent that it is in excess of the maximum contract rate
permitted by the Applicable Usury Law, (3) any such excess which may have been
collected shall be either applied as a credit against the then unpaid principal
amount hereof or refunded to Borrower. at Lender's option and (4) the effective
rate of interest will be automatically reduced to the maximum amount of interest
permitted by the Applicable Usury Law. It is further agreed, without limiting
the generality of the foregoing, that to the extent permitted by the Applicable
Usury Law; (x) all calculations of interest which are made for the purpose of
determining whether such rate would exceed the maximum contract rate permitted
by the Applicable Usury Law shall be made by amortizing, prorating, allocating
and spreading during the period of the full stated term of the loan evidenced
hereby, all interest at any time contracted for, charged or received from
Borrower or otherwise in connection with such loan; and (y) in the event that
the effective rate of interest on the loan should at any time exceed the maximum
contract rate allowed under the Applicable Usury Law, such excess interest that
would otherwise have been collected had there been no ceiling imposed by the
Applicable Usury Law shall be paid to Lender from time to time, if and when the
effective interest rate on the loan otherwise falls below the maximum amount
permitted by the Applicable Usury Law, to the extent that interest paid to the
date of calculation does not exceed the maximum contract rate permitted by the
Applicable Usury Law, until the entire amount of interest which would have
otherwise been collected had there been no ceiling imposed by the Applicable
Usury Law has been paid in full. Borrower further agrees that should the maximum
contract rate permitted by the Applicable Usury Law be increased at any time
hereafter because of a change in the law, then to the extent not prohibited by
the Applicable Usury Law, such increases shall apply to all indebtedness
evidenced hereby regardless of when incurred; but, again to the extent not
prohibited by the Applicable Usury Law, should the maximum contract rate
permitted by the Applicable Usury Law be decreased because of a change in the
law, such decreases shall not apply to the indebtedness evidenced hereby
regardless of when incurred

         2.8 INTEREST AFTER DEFAULT. Upon the occurrence and during the
continuation of an Event of Default, Borrower shall pay Lender interest on the
daily outstanding balance of Borrower's loan account at a rate per annum which
is four percent (4%) in excess of the rate which would otherwise be applicable
thereto pursuant to the Schedule (SCHEDULE SECTION 2.2), but not greater than
the Maximum Rate.

         2.9 STATEMENT OF ACCOUNT. Lender shall provide Borrower, each month,
with a statement of Borrower's account, prepared from Lender's records, which
shall conclusively be deemed correct and accepted by Borrower, unless Borrower
gives Lender a written statement of exceptions within ten (10) days after
receipt of such statement.

         2.10 APPLICATION OF PAYMENTS. The amount of all payments or amounts
received by Lender with respect to the Indebtedness shall be applied to the
extent applicable under this Agreement: (i) first, to accrued interest through
the date of such payment, including any Interest After Default; (ii) then, to
any late fees, overdue risk assessments, examination fees and expenses,
collection fees and expenses and any other fees and expenses due to Lender
hereunder; and (iii) last, the remaining balance, if any, to the unpaid
principal balance of the Indebtedness; provided, however, while a Default exists
under the Loan Documents, each payment



                                      -8-
<PAGE>

hereunder shall be applied to amounts owed to Lender by Borrower as Lender it is
sole discretion may determine. In calculating interest and applying payments as
set forth above; (a) interest shall be calculated and collected through the date
a payment is actually applied by Lender under the terms of this Agreement; (b)
interest on the outstanding balance shall be charged during any grace period
permitted hereunder; (c) at the end of each month, all accrued and unpaid
interest and other charges provided for hereunder shall be added to the
principal balance of the Loan; and (d) to the extent that Borrower makes a
payment or Lender receives any payment or proceeds of the Collateral for
Borrower's benefit that is subsequently invalidated, set aside or required to be
repaid to any other person or entity, then, to such extent, the obligations
intended to be satisfied shall be revived and continue as if such payment or
proceeds had not been received by Lender and Lender may adjust the outstanding
balance of the Indebtedness as Lender, in its sole discretion, deems appropriate
under the circumstances.

         2.11 CLOSING FEE. Borrower shall pay to Lender a closing fee and on the
terms as set forth in SCHEDULE SECTION 2.11. This closing fee shall be earned
upon the execution of the Loan Documents by Lender and Borrower. If such closing
fee has not been paid in full and Borrower prepays the Indebtedness in full and
terminates Lender's security interest in the Collateral, the outstanding balance
of such closing fee shall be due and payable at the time of such prepayment.

         2.12 PRORATION OF PAYMENTS. All payments and collections shall be
deemed to be comprised of a pro rata remittance or payment made by each
Borrower, based upon the proportion that the Eligible Receivables of each
Borrower bears to the aggregate of all Eligible Receivables of the Borrowers, as
of the date on which such remittance or payment is received by Lender. In the
event such remittance or payment shall be made by the Lead Borrower, acting as
agent or trustee for the other Borrowers, each Borrower shall be deemed to have
made their proportionate amount of such remittance or payment to Lender by and
through such agent or trustee.

         2.13 ADVANCES TO LEAD BORROWER. Borrower does hereby irrevocably agree
that in the event Lender makes advances to Lead Borrower, as agent or trustee
for each of Borrower, as contemplated in Section 2.14, each such advance shall
be deemed to be made to each Borrower based upon a proportion that each
Borrower's Eligible Receivables bear to the aggregate of all Eligible
Receivables of Borrower, notwithstanding any subsequent disbursement of said
advance by the Lead Borrower, acting as agent or trustee for the Borrowers. In
the event that the actual advances, direct or indirect, received by Lead
Borrower or any other Borrower or the balance due to Lender as shown in the
records of any Borrower shall be disproportionate when compared to the
proportion of the Eligible Receivables of each Borrower, whether by way of
subsequent disbursements by Lead Borrower, acting as agent or trustee, by way of
Lender electing to make advances to each Borrower, as contemplated in Section
2.14 or otherwise, such disproportionalities shall be deemed to have occurred by
virtue of loans made between and among Borrowers.

         2.14 APPOINTMENT OF AGENT. Lender agrees that, in the sole discretion
of Lender, Borrower may, by written notice to Lender, designate a Lead Borrower
to receive advances from Lender, make payments to Lender, communicate with
Lender and generally represent the interests of the Borrowers with respect to
the subject matter of this Agreement; notwithstanding the foregoing, Lender may,
at its sole discretion and upon notice to each of the Borrowers, make advances
directly to each of the Borrowers, require that payments due hereunder be made
to Lender by each of the Borrowers, require each of the Borrowers to communicate
directly with Lender, for its own account, and generally deal independently and
separately with each of the Borrowers. Until so notified by Lender, each of the
Borrowers hereby agree that any and all funds advanced by Lender pursuant to the
terms of this Agreement, shall be advanced to the Lead Borrower and may be
deposited or transferred into the general corporate account of Lead Borrower, as
agent and/or trustee for Borrowers. Lead Borrower hereby agrees to keep detailed
and accurate records of all such disbursements made to any other Borrowers. Lead
Borrower hereby agrees to keep detailed and accurate records of all loans and
dealings between or among Lead Borrower and the other Borrowers. Borrowers agree
to furnish copies of such records to Lender upon request. Each Borrower, other
than the Lead Borrower hereby irrevocably



                                      -9-
<PAGE>

makes, constitutes, designates and appoints Lead Borrower as its agent and/or
trustee with full power to receive all notices, request all Advances hereunder
and to deal generally with Lender as agent and/or trustee for the Borrowers and
Lead Borrower is hereby granted full power and authority to bind the Borrowers
in respect of any term, condition, covenant or undertaking embraced in this
Agreement. Lender may, without liability or responsibility to the Borrowers rely
upon the instructions or other communication of Lead Borrower on behalf of each
of the Borrowers in connection with any notifications, requests or
communications required or permitted to be given hereunder with the same force
and effect as if actually given by each Borrower; each Borrower hereby agrees to
indemnify and hold Lender harmless from and against any liability, claim, suit,
action, penalty, fine or damage arising out of or incurred in connection with
Lender's reliance upon communications from Lead Borrower on behalf of the
Borrowers. It is specifically understood and agreed that any Advance made
hereunder by Lender to Lead Borrower shall be considered and treated as an
Advance to the Borrowers and each Borrower shall be jointly and severally liable
therefor.

3        SECURITY

         3.1 SECURITY INTEREST. To secure the prompt payment to Lender of the
Indebtedness and any and all other obligations now existing or hereinafter
arising owed by Borrower to Lender, Borrower hereby irrevocably grants to Lender
a first and continuing security interest in the following property and interests
in property of Borrower, whether now owned or existing or hereafter acquired or
arising and wheresoever located:

         A. All Receivables and all accounts, chattel paper, instruments,
contract rights and general intangibles, all of Borrower's right, remedies,
security, liens, guaranties, or other contracts of suretyship with respect
thereto, all deposits or other security or support for the obligation of any
Account Debtor thereunder and credit and other insurance acquired by Account
Debtor or the Borrower in connection therewith;

         B. All Inventory, new or used, including, but not limited to parts and
accessories;

         C. All bank accounts of Borrower;

         D. All monies, securities and property, now or hereafter held, received
by, or entrusted to, in the possession or under the control of Lender or a
bailee of Lender;

         E. All accessions to, substitutions for and ail replacements, products
and proceeds of the foregoing, including, without limitation, proceeds of
insurance policies referenced in Section 3.1.A above (including but not limited
to claims paid and premium refunds); and

         F. All books and records (including, without limitation, customer
lists, credit files, tapes, ledger cards, computer software and hardware,
electronic data processing software, computer printouts and other computer
materials and records) of Borrower evidencing or containing information
regarding any of the foregoing.

         3.2 FINANCING STATEMENTS AND FURTHER ASSURANCES. Borrower hereby agrees
to execute WCC-1 Financing Statements, in the form and substance of Exhibit "B"
hereto, and any other instruments or documents reasonably necessary to evidence,
preserve or protect Lender's security interest in the Collateral. Borrower
agrees that financing statements shall be filed covering all of Borrower's
locations (SCHEDULE SECTION 3.2.).

         Upon Lender's request, Borrower agrees to deliver to Lender, at such
places as Lender may reasonably designate, schedules executed by Borrower,
listing the Receivables and fully and correctly specifying in adequate detail
the aggregate unmatured unpaid face amount of each Receivable and the amount of
the deferred installments thereof falling due each month. These schedules shall
be in form and tenor satisfactory to or supplied by Lender. All schedules
delivered and Collateral pledged to Lender shall be assigned to Lender pursuant
to the "Schedule of Receivables and Assignment" in the form and substance of
Exhibit "E" attached hereto. Borrower further warrants and agrees that in each
case where the terms of any Receivable require the Borrower or the Account
Debtor named in such Receivable to place or carry fire insurance or other
insurance in respect of the merchandise or property to which such Receivable
relates, the Borrower shall or



                                      -10-
<PAGE>

shall cause the Account Debtor to maintain such insurance until the full amount
of such Receivable is collected and if not, Lender, at its option, may place and
maintain such insurance, charging the cost thereof to Borrower.

         3.3 PLEDGE OF RECEIVABLES. Borrower hereby agrees to pledge all
Receivables and, if so requested by Lender, Borrower shall deliver to Lender all
documents evidencing Receivables of Borrower, no less often than on the
twentieth (20th) day of each calendar month during the term of this Agreement,
together with the Schedule of Receivables and Assignment, as set forth in
Section 3.2 hereof.

         3.4 FAILURE TO DELIVER. Failure to deliver physical possession of any
instruments, documents or writings in respect of any Receivable to Lender shall
not invalidate Lender's security interest therein. To the extent that possession
may be required by applicable law for the perfection of Lender's security
interest, the original chattel paper and instruments representing the
Receivables shall be deemed to be held by Lender, although kept by the Borrower
as the custodial agent of Lender.

         3.5 NOTICE OF COLLATERAL ASSIGNMENT. Al1 contracts. documents or
instruments representing or evidencing a Receivable shall contain (by way of
stamp or other method satisfactory to Lender) the following language: "Pledged
to FINOVA Capital Corporation as Collateral".

         3.6 LOCATION OF RECEIVABLES. Borrower shall, at any reasonable time and
at Borrower's own expense, upon Lender's request, physically deliver to Lender
all Receivables (including any instruments, documents or writings in respect of
any Receivable together with all instruments, documents or writings in respect
of any collateral securing each Receivable) assigned to Lender to any reasonable
place or places designated by Lender. All Receivables shall, regardless of their
location, be deemed to be under Lender's dominion and control (with files so
labeled) and deemed to be in Lender's possession.

         3.7 RECORDS AND INSPECTIONS. Borrower shall at all times keep complete
and accurate records pertaining to the Collateral, which records shall be
current on a daily basis and located only at the locations (SCHEDULE SECTION
3.2.). Lender by or through any of its officers, agents, employees, attorneys or
accountants, shall have the right to enter any such locations, at any reasonable
time or times during regular business hours, for so long as Lender may desire,
to inspect the Collateral and to inspect, audit and make extractions or copies
from the books, records, journals, orders, receipts, correspondence or other
data relating to the Collateral or this Agreement.

         3.8 ADDITIONAL DOCUMENTS. Borrower hereby agrees to execute any
additional documents or financing statements which Lender deems necessary in its
reasonable discretion in order to evidence Lender's security interest in the
Collateral. Borrower shall not allow any financing statement or notice of
assignment of accounts receivable, other than those executed in connection with
this Agreement, to be on file in any public office covering any Collateral,
proceeds thereof or other matters subject to the security interest granted to
Lender.

         3.9 COLLECTION. Borrower agrees at its own expense to promptly and
diligently collect each installment of all Receivables in trust for the
exclusive account of Lender, to hold Lender harmless from any and all loss,
damage, penalty, liability, fine or expense arising from such collection by
Borrower or its agents and to faithfully account therefor to Lender. Upon the
occurrence of a Default, Lender expressly retains the unqualified right at any
time it so elects to take over the collection of the Receivables.

         3.10 BLOCKED ACCOUNTS. Upon the occurrence of a Default or an Event of
Default, at Lender's request, any checks, notes, drafts or any other payment
upon and/or proceeds of the Collateral rec ed by Borrower (or any subsidiaries,
divisions, affiliates, proprietorships, shareholders, directors, officers,
employees, agents or those persons acting for or in concert with Borrower),
shall no later than the next Business Day following receipt thereof, be
delivered to Lender, at Lender's address set forth above, for application on
account of the Indebtedness and shall be reflected in the Statement of Account
as provided in Section 2.9 herein, until such time as



                                      -11-
<PAGE>

Lender has established a depository account at a bank for the deposit of such
payments, made arrangements for such deposits to be transferred to Lender daily
and thereafter established a lock-box arrangement or otherwise. Borrower shall
(i) deposit or cause all Items, as defined below, to be deposited in the special
account so established by Lender or transfer all Items to Lender for application
on account of the Indebtedness and to be reflected in the Statement of Account
as provided in Section 2.9 herein and (ii) maintain copies of all checks or
other items of payment and deposit slips related thereto, together with a
collection report in a form satisfactory to Lender. All cash payments, checks,
drafts, or similar items of payment upon and/or proceeds of the Receivables
(collectively "Items') by or for the account of Borrower shall be the sole and
exclusive property of Lender immediately upon the earlier of the receipt of such
Items by Lender or the receipt of such Items by Bon-owner; provided, however,
that no such item received by Lender shall constitute payment to Lender and be
applied to reduce the Indebtedness until the later of: (i) three (3) Business
Days from collection of such Item by Lender's depository bank, or (ii) such Item
being actually collected by Lender's depository bank and such collection being
credited to Lender's account. Notwithstanding anything to the contrary herein,
all such items of payment shall be deemed not received if the same is
subsequently dishonored or not duly credited to Lender's depository account for
any reason whatsoever.

         3.11 PROTECTION OF RECEIVABLE RECORDS. Borrower hereby agrees to take
the following protective actions to prevent destruction of Borrower's Collateral
and records pertaining to such Collateral: (i) if Borrower maintains its
Collateral records on a manual system such records shall be kept in a fire proof
cabinet or on no less than a monthly basis, a record of all payments on
Receivables and all other matters relating to the Collateral shall be placed in
an off site safety deposit box (and Lender shall have access to such safety
deposit box); or (ii) if the Collateral records are computerized, Borrower
agrees to create a tape or diskette "back-up" of the computerized information
and upon the request of Lender, provide Lender with a tape or diskette copy of
such "backup" information.

         3.12 USE OF COLLECTIONS AND MODIFICATION OF RECEIVABLES. Provided that
Lender has not required that Borrower remit all collections or proceeds of
Collateral to Lender, Borrower may use or dispose of the funds received on the
Receivables in the ordinary course of business (including resumed or repossessed
goods), collect or compromise accounts or obligations and accept returned goods
or make repossessions, as Borrower shall determine based upon its reasonable
discretion.

         3.13 USE OF PROCEEDS. Borrower shall use the initial advances hereunder
(i) to provide funds to its parent companies, Allar-TIC Financial Services, Inc.
and Travelers Investment Corporation, to partially fund their acquisition by
Travelers Acquisition Corporation, which is a wholly owned subsidiary of
Amer.-Cap Consumer Finance Group, Inc., which is a wholly owned subsidiary of
Finantra Capital, Inc., and (ii) to pay in full the outstanding balance due to
Bank of America from Borrowers. After the initial advances hereunder, proceeds
of the Loan in the ordinary course of business, solely in its operations for
costs incurred in the purchasing or acquiring Receivables, payments otherwise
permitted under the Loan Documents or for payments to Lender hereunder.

         3.14 RETURN OF COLLATERAL. Upon the payment in full or renewal of any
Receivable to which the written documents evidencing such Receivable are held by
Lender, Borrower shall submit all requests for the return of such documents
pursuant to the "Request For Return of Collateral" form, a copy of which is
attached hereto as Exhibit "C".

         3.15 LENDER'S PAYMENT OF CLAIMS. Lender may, in its sole discretion,
discharge or obtain the release of any security interest, lien, claim or
encumbrance asserted by any person against the Collateral. All sums paid by
Lender in respect thereof shall be payable, on demand, by Borrower to Lender and
shall be a part of the Indebtedness.

         3.16 CROSS COLLATERALIZATION. Each Borrower agrees that the Collateral
of each Borrower pledged hereunder shall secure all of the obligations of the
Borrowers to Lender hereunder.



                                      -12-
<PAGE>

Upon and after an Event of Default by any Borrower, Lender may pursue all rights
and remedies H may have against all or any part of the Collateral regardless of
the status of legal title to such Collateral. Each Borrower hereby acknowledges
that this Cross Collateralization of their Collateral is in consideration of
Lender's extending the credit hereunder and mutually beneficial to each Borrower

4        CONDITIONS OF CLOSING: SUBSEQUENT ADVANCES

         4.1 INITIAL ADVANCE. The obligation of Lender to make the initial
advance hereunder is subject to the fulfillment, to the satisfaction of Lender
and its counsel, of each of the following conditions prior to the initial
advance hereunder:

         A. Loan Documents. Lender shall have received each of the following
Loan Documents: (i) this Loan and Security Agreement executed by the respective
parties; (ii) Schedule to Loan and Security Agreement executed by the respective
parties; (iii) the Note executed by Borrower; (iv) Guaranty Agreement and Stock
Pledge Agreements securing such Guaranty Agreement executed by the respective
Guarantor; (v) Agency and Custodial Agreement executed by Borrower, Lender and a
custodian acceptable to both Borrower and Lender; and (vi) such other documents,
instruments and agreements in connection herewith as Lender shall require,
executed, certified and/or acknowledged by such parties as Lender shall
designate;

         B. Terminations by Exiting Lender. Borrower's existing lender(s) shall
have executed and delivered UCC termination statements or acceptable pay-off
letter and other documentation evidencing the termination of its liens and
security interests in the Collateral in form and substance satisfactory to
Lender in its sole discretion;

         C. Charter Documents. Lender shall have received copies of Borrowers'
and Guarantors' By-laws and Articles or Certificate of Incorporation, as
amended, modified, or supplemented to the Closing Date, certified by the
Secretary of Borrowers and Guarantors, respectively;

         D. Good Standing. Lender shall have received a certificate of corporate
status with respect to Borrower and each corporate Guarantor, dated within ten
(10) days of the Closing Date, by the Secretary of State of the state of
incorporation of Borrower and such Guarantor, which certificate shall indicate
that Borrower and such Guarantor are in good standing in such state;

         E. Foreign Qualification. Lender shall have received certificates of
corporate status with respect to Borrower and each corporate Guarantor, each
dated within ten (10) days of the Closing Date, issued by the Secretary of State
of each state in which such party's failure to be duly qualified or licensed
would have a material adverse effect on its financial condition or assets,
indicating that such party is in good standing;

         F. Authorizing Resolutions and Incumbency. Lender shall have received a
certificate from the Secretary of Borrower and each corporate Guarantor
attesting to (i) the adoption of resolutions of each respective Board of
Directors authorizing the borrowing of money from Lender or the guaranty of the
Indebtedness, as the case may be, and execution and delivery of this Agreement
and the other Loan Documents to which Borrower and Guarantor are a party, and
authorizing specific officers of Borrower and Guarantor to execute same, and
(ii) the authenticity of original specimen signatures of such officers;

         G. Initial Availability Report Lender shall have received an initial
Availability Report from Borrowers executed by an authorized corporate officer
of Borrowers;

         H. Property Insurance. If applicable, Lender shall have received the
insurance certificates and certified copies of policies required herein, along
with a Lender's Loss Payable Endorsement naming Lender as sole loss payee, all
in form and substance satisfactory to Lender and its counsel;

         I. Searches; Certificates of Title. Lender shall have received searches
reflecting the filing of its financing statements and other filings in such
jurisdictions as it shall determine, and shall have received certificates of
title with respect to the



                                      -13-
<PAGE>

Collateral which shall have been duly executed in a manner sufficient to perfect
all of the security interests granted to Lender and shall have received other
background reports and information with respect to Borrower and Guarantors,
which is satisfactory to Lender, in Lender's sole discretion;

         J. Landlord and Mortgagee Waivers. If applicable, Lender shall have
received landlord and mortgagee waivers from the lessors and mortgagees of all
locations where any Collateral is located;

         K. Fees. Borrower shall have paid all fees payable by it on the Closing
Date pursuant to this Agreement;

         L. Opinion of Counsel. Lender shall have received an opinion of
Borrower's counsel covering such matters as Lender shall determine in its sole
discretion;

         M. Solvency Certificate. If requested by Lender, a signed certificate
of the Borrower's duly elected Chief Financial Officer concerning the solvency
and financial condition of Borrower, on Lender's standard form;

         N. Blocked and Pledged Accounts. If applicable, the Blocked Account
and/or Pledged Account referred to in Sections 3.10 hereof shall have been
established to the satisfaction of Lender in its sole discretion; and

         O. Acquisition Documents. All agreements and other documents that
evidence to acquisition of Travelers Investment Corporation by Travelers
Acquisition Corporation, a wholly owned subsidiary of Amer.-Cap Consumer Finance
Group, Inc., which is at the time of such acquisition. a wholly owned subsidiary
of Finantra Capital. Inc.

         P. Acquisition Financing. Travelers Acquisition Corporation and its
parent company have provided Lender with evidence, to Lender's reasonably
satisfaction, that they have funding necessary to complete the acquisition of
the Borrowers and their respective parent companies.

         Q. Other Matters. All other documents and legal matters in connection
with the transactions contemplated by this Agreement shall have been delivered,
executed and recorded and shall be in form and substance satisfactory to Lender
and its counsel.

         4.2 SUBSEQUENT ADVANCES. The obligation of Lender to make any advance
hereunder (including the initial advance) shall be subject to the further
conditions precedent that, on and as of the date of such advance: (a) the
representations and warranties of Borrower set forth in this Agreement shall be
accurate, before and after giving effect to such advance or issuance and to the
application of any proceeds thereof; (b) no Default or Event of Default has
occurred and is continuing, or would result from such advance or issuance or
from the application of any proceeds thereof; (c) no ~ material adverse change
has occurred in the Borrower's business, operations, financial condition, or
assets or in the prospect of repayment of the Indebtedness; (d) Lender shall
have received such other approvals, opinions or documents as Lender shall
reasonably request; and (e) Borrower shall submit to Lender a completed Request
for Advance Report in the form and substance of Exhibit "A" attached hereto, on
the date such advance is requested or shall have complied with the provisions
concerning oral advances hereunder as set forth in Section 4.3 hereof.

         4.3 ORAL REQUEST FOR ADVANCE. All oral requests for advances shall be
made only by an authorized agent of Borrower designated by or acting under the
authority of a resolution of the Board of Directors of Borrower, a duly
certified or executed copy of which shall be furnished to Lender prior to any
oral request. Lender shall be entitled to rely upon such authorization until
written notice to the contrary is received by Lender. Borrower covenants and
agrees to furnish to Lender written confirmation of any such oral request within
two (2) days after such oral request, in a form set forth on Exhibit "A"
attached hereto and incorporated herein, but any such loan or advance shall be
deemed to be made under and entitled to the benefits of this Agreement and any
other documents or instruments executed in connection herewith irrespective of
any failure by Borrower to furnish such written confirmation. Any loan or
advance shall be conclusively presumed to have been made under the terms of this
Agreement, to or for the benefit of Borrower, when made pursuant to the terms of
any



                                      -14-
<PAGE>

written agreement executed in connection herewith; or in accordance with such
requests and directions; or when an advance is deposited to the credit of the
account of any person or persons, corporation or corporations comprising
Borrower, regardless of the fact that persons other than those authorized
hereunder may have authority to draw against such account or regardless of the
fact that the advance was not made or deposited for the benefit of all persons
or corporations comprising Borrower.

         4.4 ALL ADVANCES TO CONSTITUTE ONE LOAN. All evidences of credit, loans
and advances made by Lender to Borrower under this Agreement and any other
documents or instruments executed in connection herewith shall constitute one
loan, and all indebtedness and obligations of Borrower to Lender under this
Agreement and all other such documents and instruments shall constitute one
general obligation secured by Lender's security interest in all of the
Collateral and by all other security interests, liens, claims and encumbrances
heretofore, now, or at any time or times hereafter granted by Borrower to
Lender. Borrower agrees that all of the rights of Lender set forth in this
Agreement shall apply to any modification of or supplement to this Agreement and
any other such documents and instruments.

         4.5 ADVANCES. Lender shall have the right in Lender's discretion,
subject to availability hereunder on behalf of and without notice to Borrower,
to make and use advances to pay Lender for any amounts due to Lender pursuant to
this Agreement or otherwise, to cure any default hereunder, notwithstanding the
expiration of any applicable cure period.

5        REPRESENTATIONS AND WARRANTIES OF BORROWERS AND GUARANTOR.

         5.1 REPRESENTATIONS AND WARRANTIES. Borrower and Guarantor hereby
continuously represent and warrant to Lender as follows:

         A. Borrower is a corporation duly incorporated, validly existing and in
good standing under the laws of the state of its incorporation, is duly
qualified to do business and is in good standing as a foreign corporation in all
states where such qualification is required, has all necessary corporate power
and authority to enter into this Agreement and each of the documents and
instruments relating hereto and to perform all of its obligations hereunder and
thereunder.

         B. Borrower operates its business only under the assumed names
(SCHEDULE SECTION 5.1.) and has not used any other assumed name for the
operation of its business activities for the previous seven (7) years.

         C. Borrower has all requisite corporate right and power and is duly
authorized and empowered to enter into, execute, deliver and perform this
Agreement and all documents and instruments relating hereto and this Agreement
and all documents and instruments relating hereto are the legal, valid and
binding obligations of Borrower and are enforceable against Borrower in
accordance with their terms.

         D. Each Guarantor is competent to enter into this Agreement and the
Guaranty and to perform all of Guarantor's obligations thereunder.

         E. The execution, delivery and performance by Borrower of this
Agreement does not and shall not (i) violate any provision of any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
presently in effect having applicability to Borrower; (ii) violate any provision
of its Articles of Incorporation or Bylaws; or (iii) result in a breach of or
constitute a default under any indenture or loan or credit agreement or any
other agreement, lease or instrument to which Borrower is a party or by which it
or any of its assets or properties may be bound or affected; and Borrower is not
in default of any such law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or any such indenture, agreement. lease or
instrument.

         F. No consent, approval, license, exemption of or filing or
registration with, giving of notice to, or other authorization of or by, any
court, administrative agency or other governmental authority is or shall be
required in connection with the



                                      -15-
<PAGE>

execution, delivery or performance by Borrower for the valid consummation of the
transactions contemplated by this Agreement.

         G. No event has occurred and is continuing which constitutes a Default
or an Event of Default, as defined in this Agreement. There is no action, suit,
proceeding or investigation pending or threatened against or affecting Borrower
before or by any court, administrative agency or other governmental authority
that brings into question the validity of the transactions contemplated hereby,
or that might result in any material adverse change in the businesses, assets,
properties or financial conditions of Borrower or Guarantor.

         H. Borrower and/or Guarantor are not in default in the payment of any
taxes levied or assessed against either of them or any of their assets or
properties, except for taxes being contested in good faith and by appropriate
proceedings.

         I. Borrower and Guarantor have good and marketable title to their
assets and properties as reflected in their financial statements furnished to
lender.

         J. Each of the financial statements furnished to Lender by the Borrower
and Guarantor was prepared in accordance with GMP and fairly and accurately
reflects their financial condition as of the date thereof; and each hereby
certifies that there have been no material adverse changes in their condition,
financial or otherwise. since the date of such statements, and there are no
contingent liabilities not provided for or disclosed in such statements.

         K. Neither this Agreement, any Availability Report or any statement or
document referred to herein or delivered to Lender by Borrower and/or Guarantor
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements made herein or therein not misleading.

         L. Borrower has good, indefeasible and merchantable title to and
ownership of the Collateral, free and clear of all liens, claims, security
interests and encumbrances, except those of Lender and except where such liens,
claims, charges, security interests and encumbrances are removed
contemporaneously with the execution of this Agreement or are subordinate to
those of Lender, in a form and substance acceptable to Lender.

         M. All books, records and documents relating to the Collateral are and
shall be genuine and in all respects what they purport to be; the original
amount and the unpaid balance of each Receivable shown on the books and records
of Borrower and in the schedules represented as owing by each Account Debtor is
and shall be the correct amount actually owing or to be owing by such Account
Debtor at maturity; each Account Debtor liable upon the Receivables has and
shall have capacity to contract; Borrower has no knowledge of any fact which
would impair the validity or collectibility of any of the Receivables; and the
payments shown to have been made by each Account Debtor on the books and records
of Borrower shall reflect the amounts of and dates on which said payments were
actually made.

         N. Borrower has places of business only at the locations (SCHEDULE
SECTION 3.2.). Borrower shall not begin or do business (either directly or
through subsidiaries) at other locations or cease to do business at any of the
above locations or at Borrower's principal place of business without first
notifying Lender.

         O. The present value of all benefits vested under all Plans of Borrower
or any Commonly Controlled Entity (based on the assumptions used to fund the
Plans) did not, as of the last annual valuation date (which in case of any Plan
was not earlier than December 31, 1982) exceed the value of the assets of the
Plans applicable to such vested benefits.

         P. The liability to which Borrower or any Commonly Controlled Entity
would become subject under Sections 4063 or 4064 of ERISA if Borrower or any
Commonly Controlled Entity were to withdraw from all Multi-employer Plans or if
such Multi- employer Plans were to be terminated as of the valuation date most
closely preceding the date hereof, is not in excess of One Thousand Dollars
($1,000.00);

         Q. Borrower is not engaged nor shall it engage, principally or as one
of its important activities, in a business of extending credit for the



                                      -16-
<PAGE>

purpose of "purchasing" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulations G or X of the Board of
Governors of the Federal Reserve System as now and from time to time hereafter
in effect. No part of the proceeds of any advances hereunder shall be used for
"purchasing" or "carrying" "margin stock" as so defined or for any purpose which
violates, or which would be inconsistent with, the provisions of the Regulations
of such Board of Governors. If requested by Lender, Borrower shall furnish to
Lender a statement in conformity with the requirement of Federal Reserve Form
G-3 referred to in said Regulation G to the foregoing effect. All of the
outstanding securities of Borrower have been offered, issued, sold and delivered
in compliance with, or are exempt from, all federal and state laws and rules and
regulations of federal and state regulatory bodies governing the offering,
issuance, sale and delivery of securities.

         R. Borrower is not an "investment company" or a company "controlled" by
an "investment company," within the meaning of the Investment Company Act of
1940, as amended.

         S. Each of the Exhibits and Schedules to this Agreement contain true,
complete and correct information.

         T. To the best of Borrower's knowledge, the land and improvements owned
or leased by Borrower for use in its business operations are free of dangerous
levels of contaminates, oils, asbestos, radon, PCB's, hazardous substances or
waste as defined by federal, state or local environmental laws, regulations or
administrative orders or other materials, the removal of which is required or
the maintenance of which is prohibited, regulated or penalized by any federal,
state or local governmental authority.

         U. Borrower is solvent, generally able to pay its obligations as they
become due, has sufficient capital to carry on its business and transactions and
all businesses and transactions in which it intends to engage, and the current
value of Borrower's assets, at fair saleable valuation, exceeds the sum of its
liabilities. Borrower shall not be rendered insolvent by the execution and
delivery of the Loan Documents and the consummation of the transactions
contemplated thereby and the capital remaining in Borrower is not now and shall
not foreseeable become unreasonably small to permit Borrower to carry on its
business and transactions and all businesses and transactions in which it is
about to engage. Borrower does not intend to, nor does it reasonably believe it
shall, incur debts beyond its ability to repay the same as they mature.

         V. Upon the funding of the initial advance hereunder and the release of
liens held by the secured creditor receiving payment in full from such initial
advance, Lender has a perfected security interest in favor of Lender in all of
Borrower's right, title and interest in the Collateral, prior and superior to
any other security interest or lien, except any statutory or constitutional lien
for taxes not yet due and payable.

         W. There are no material actions, suits or proceedings pending, or
threatened against or affecting the assets of Borrower or the consummation of
the transactions contemplated hereby, at law, or in equity, or before or by any
governmental authority or instrumentality or before any arbitrator of any kind.
Neither Borrower nor Guarantor is subject to any judgment, order, writ,
injunction or decree of any court or governmental agency. There is not a
reasonable likelihood of an adverse determination of any pending proceeding
which would, individually or in the aggregate, have a material adverse effect on
the business operations or financial condition of Borrower.

         5.2 WARRANTIES AND REPRESENTATIONS AS TO ELIGIBLE RECEIVABLES. With
respect to Eligible Receivables, Borrower and Guarantor continuously warrant and
represent to Lender that during the term of this Agreement and so long as any of
the Indebtedness remains unpaid: (i) in determining which Receivables are
"Eligible Receivables," Lender may rely upon all statements or representations
made by Borrower; and (ii) those Receivables designated as Eligible Receivables
meet each requirement set forth below at the time any request for advance is
Provided to Lender.

         A. The Eligible Receivables are



                                      -17-
<PAGE>

genuine; are in all respects what they purport to be; and are evidenced by at
least one executed original instrument, agreement, contract or document which
has been or shall be delivered to Lender;

         B. The Eligible Receivables represent undisputed, bona fide
transactions completed in accordance with the terms and provisions contained in
any documents related thereto;

         C. The amounts of the face value shown on any schedule of Receivables
provided to Lender, and/or all invoices or statements delivered to Lender with
respect to any Eligible Receivables, are actually and absolutely owing to
Borrower and are not contingent for any reason;

         D. No set-offs, counterclaims or disputes as to payments or liability
thereon exist or have been asserted with respect thereto and Borrower has not
made any agreement with any Account Debtor thereunder for any deduction
therefrom, except a discount or allowance allowed by Borrower in the ordinary
course of its business for prompt payment, all of which discounts or allowances
are reflected in the calculation of the outstanding amount of the Receivable;

         E. No facts, events or occurrences exist that, in any way, impair the
validity or enforcement thereof or tend to reduce the amount payable thereunder
from the amount of the Receivable shown on any schedule, or on all contracts,
invoices or statements delivered to Lender with respect thereto;

         F. All Account Debtors in connection with Eligible Receivables: (i) had
the capacity to contract at the time any contract or other document giving rise
to the Receivable was executed; and (ii) generally have the ability to pay their
debts as become due;

         G. Within Borrower's knowledge, no proceedings or actions are
threatened or pending against any Account Debtor that might result in any
material adverse change in the Account Debtor's financial condition;

         H. The Eligible Receivables have not been assigned or pledged to any
other person or entity;

         I. The goods giving rise to the Eligible Receivables are not, and were
not at the time of the sale, rental and/or lease thereof, subject to any lien,
claim, encumbrance or security interest except those of Lender, those removed or
terminated prior to the date hereof or those subordinated to Lender's security
interest, by a subordination and standstill agreement acceptable to Lender;

         J. The End of Month Delinquency set forth in Section 12 of the
Availability Report shall be delivered to Lender by Borrower hereunder as
determined pursuant to the Aging Procedures and Eligibility Test (SCHEDULE
SECTION 1.D.

6        COVENANTS AND OTHER AGREEMENTS

         6.1 AFFIRMATIVE COVENANTS. During the term of this Agreement and so
long as any of the Indebtedness remains unpaid, Borrower and Guarantor agree and
covenant, jointly and severally, that they shall:

         A. Pay or cause to be paid currently all of their expenses, including
all payments on their obligations whenever due, as well as all payments of any
and all taxes of whatever nature when due. This provision shall not apply to
taxes or expenses which are due, but which are challenged in good faith.

         B. Maintain, preserve, and protect the Collateral, including, but not
limited to, keeping documents, instruments or other written records otherwise
evidencing the Collateral in a fire proof cabinet;

         C. Furnish to Lender written notice as to the occurrence of any Default
or Event of Default hereunder;

         D. Furnish to Lender notice of: (i) any development related to the
business, financial condition, properties or assets of Borrower or Guarantor,
that would have or has a materially adverse affect on such business, financial
condition, properties or assets, or ability to perform their obligations under
this Agreement and (ii) any



                                      -18-
<PAGE>

material and adverse litigation or investigation to which either of them may be
a party.

         E. Carry on and conduct their business in the same manner and in the
same fields of enterprise as they are presently engaged, and Borrower shall
preserve its corporate existence, licenses or qualifications as a domestic
corporation in the jurisdiction of its incorporation and as a foreign
corporation in every jurisdiction in which the character of its assets or
properties or the nature of the business transacted by it at any time makes
qualification as a foreign corporation necessary, and to maintain all other
material corporate rights and franchises, provided, however, nothing herein
shall be construed to prevent Borrower from closing any retail location in the
good faith exercise of its business judgment.

         F. Comply, and cause each affiliate to comply, with all statutes,
governmental rules and regulations applicable to them.

         G. Permit and authorize Lender, without notifying Borrower or
Guarantor, to make such inquiries through business credit or other credit
reporting services concerning Borrower or Guarantor as Lender shall deem
appropriate.

         H. Borrower shall take all action necessary to assure that there will
be no material adverse change to Borrower's business by reason of the advent of
the year 2000, including without limitation that all computer-based systems,
embedded microchips and other processing capabilities effectively recognize and
process dates after December 1, 1999. At Lender's request, Borrower shall
provide to Lender assurance reasonably acceptable to Lender that Borrower's
computer-based systems, embedded microchips and other processing capabilities
are year 2000 compatible.

         6.2 NEGATIVE COVENANTS. During the term of this Agreement and until the
Indebtedness secured hereby has been paid in full, Borrower and Guarantor,
excluding Finantra Capital, Inc.. Amer.-Cap Consumer Finance Group, Inc. and
Travelers Acquisition Corporation, covenant and agree that they shall , without
Lender's prior written consent, which covenant shall not be unreasonably
withheld, do any of the following:

         A. Incur or permit to exist any mortgage, pledge, the retention lien or
other lien, encumbrance or security interest with respect to the Collateral now
owned or hereafter acquired by Borrower, except liens in favor of Lender.

         B. Delegate, transfer or assign any of their obligations or liabilities
under this Agreement, or any part thereof, to any other person or entity.

         C. Be a party to or participate in: (i) any merger or consolidation;
(ii) any purchase or other acquisition of all or substantially all of the assets
or properties or shares of any class of, or any partnership or joint venture
interest in, any other corporation or entity; (iii) any sale, transfer,
conveyance or lease of all or substantially all of Borrower's assets or
properties; or (iv) any sale or assignment with or without recourse of any
Receivables.

         D. Cause or take any of the following actions with respect to Borrower:
(i) redeem, retire, purchase or otherwise acquire, directly or indirectly, any
of Borrower's outstanding securities; or (ii) purchase or acquire, directly or
indirectly, any shares of capital stock, evidences of indebtedness or other
securities of any person or entity.

         E. Amend, supplement or otherwise modify Borrowers Articles of
Incorporation or Bylaws which would have a material adverse affect on the
condition and operations, prospects or financial condition of the Borrower.

         F. Incur, assume or suffer to exist any debt (including capitalized
leases) other than (i) the Indebtedness, (ii) accounts payable incurred in the
ordinary course of business, (iii) Subordinated Debt, or (iv) other Debt
consented to in writing by Lender.

         G. Directly or indirectly make loans to, invest in, extend credit to,
or guaranty the debt of any person or entity, other than in the ordinary course
of Borrower's business.

         H. Amend, modify, or otherwise change in any respect any material
agreement,



                                      -19-
<PAGE>

instrument, or arrangement (written or oral) by which Borrower, or any of its
assets, are bound.

         I. Allow Borrower to be owned and controlled directly or indirectly by
any person or entity other than the shareholders and senior management that own
and control Borrower as of the date hereof.

         6.3 JOINT NEGATIVE COVENANTS. During the term of this Agreement until
the Indebtedness secured hereby has been paid in full, all Borrowers, as defined
in (SCHEDULE SECTION 1.A.) jointly covenant and agree that they shall not, allow
or permit any of the following, which covenants shall be applied in the
aggregate by combining each element of such financial covenants for each
Borrower:

         A. Permit the Leverage Ratio to be more than the Leverage Ratio Limit
(SCHEDULE SECTION 6.3.A.).

         B. Permit the Net Income to be less than the Minimum Net Income
requirement (SCHEDULE SECTION 6.3.B.).

         C. Make or allow Distributions, in the aggregate, to exceed the
distributions limitation (SCHEDULE SECTION 6.3.C.); provided, however, that no
Distribution shall be made if a Default or an Event of Default shall exist.

         6.4 REPORTING REQUIREMENTS AND ACCOUNTING PRACTICES. Borrower shall
maintain (i) a modem system of accounting in accordance with GAAP or other
systems of accounting acceptable to Lender and (ii) standard operating
procedures applicable to all of its locations with respect to the handling and
disposition of cash receipts and other proceeds of Collateral on a daily basis,
including the depositing thereof, aging of account receivables, record keeping
and such other matters as Lender may reasonably request. For the purpose of
determining compliance with the covenants and representations in the Loan
Documents, Lender shall have the right to recast any financial statement or
report presented to Lender by or on behalf of Borrower to comply with GAAP.

         6.5 ACCOUNT DEBTORS' ADDRESSES. Borrower agrees to furnish to Lender
from time to time, promptly upon request, a list of all Account Debtors' names
and their most current addresses. Borrower agrees that Lender may from time to
time, consistent with standard or generally accepted auditing practices, verify
the validity, amount and any other matters relating to the Receivables by means
of mail, telephone or otherwise, in the name of Borrower and upon the occurrence
of an Event of Default in the name of Lender or such other name as Lender may
choose.

         6.6 FINANCIAL REPORTS. Borrower shall furnish to Lender the following
financial statements and reports, in a form satisfactory to Lender:

         A. As soon as practicable and in any event mailed within twenty (20)
days after the end of each fiscal month: (i) "Availably Reporting in the form
and substance of Exhibit "D" attached hereto; (ii) Statement of Accounts
Receivable showing the detailed aging of each Receivable according to the
procedures (SCHEDULE SECTION 1.D.); (iii) a monthly Profit and Loss Statement
and Balance Sheet, certified by Borrower's chief financial officer or equivalent
duly elected officer of Borrower; and (iv) Schedule of Receivables and
Assignment in the form and substance of Exhibit "E" attached hereto.

         B. Within ninety (90) days after the end of each of Borrower's fiscal
years, annual financial statements, or consolidated statements, as the case may
be, of Borrower prepared in accordance with GAAP, consistently applied and
certified by its chief financial officer or equivalent duly elected officer. The
financial statements shall be prepared by and under the method acceptable to
Lender and shall consist of a balance sheet as of the end of such fiscal year
and comparative statements of earnings, cash flows, and change in stockholders'
equity for such fiscal year (SCHEDULE SECTION 6.6.).

         C. With reasonable promptness, such other financial data as Lender may
reasonably request, including but not limited to tax returns, business plans and
reports.

         Together with each delivery of financial



                                      -20-
<PAGE>

statements required by subsections A, B and C above, Borrower shall deliver to
Lender and shall cause each of its subsidiaries to deliver to Lender, if
requested by Lender, a certificate in form satisfactory to Lender, certifying
that no Default or Event of Default exists under this Agreement as of the date
of such certificate, or if a Default or an Event of Default exists, specifying
the nature and period of existence thereof and what action Borrower proposes to
take with respect thereto.

         6.7 FINANCIAL STATEMENTS OF GUARANTORS. Each of the Guarantors
(SCHEDULE SECTION 1.E.) shall furnish to Lender annual personal financial
statements in form reasonably satisfactory to Lender and certified by such
Guarantor and a copy of each Guarantor's personal Federal Income Tax Return
(including all schedules thereto and amendments thereof) filed during the term
hereof, within thirty (30) days of the filing of the same.

         6.8 NOTICE OF CHANGES. Borrower shall promptly notify Lender in writing
of any change of its officers, directors or key employees; change of location of
its principal offices, change of location of any of its principal assets; any
acquisition, disposition or reorganization of any corporate subsidiary,
affiliate or parent of Borrower; change of Borrower's name; death or withdrawal
of any partner (if Borrower is a partnership); any sale or purchase out of the
regular course of Borrower's business; litigation of which Borrower or a
Guarantor is a party; and any other material change in the business or financial
affairs of Borrower.

         6.9 DELIVERY OF RECEIVABLE DOCUMENTS; REPORTING. Upon Lender's request,
Borrower hereby agrees to deliver all Receivable documentation evidencing such
Receivables (the original contract or agreement that evidences Account Debtor's
primary payment obligation to Borrower ("Payment Agreement") and a certificate
of title or application therefore in the name of Account Debtor, with the
Borrower as the only secured party, of the collateral that secures such payment
obligation to Lender ["Certificate of Title"), no less often than on the
twentieth (20th) day of each calendar month during the term of this Agreement.
If such evidence of title of the collateral securing a pledged Receivable is not
delivered to Lender with the original Receivable documentation, Borrower shall
deliver evidence that such original title has been applied for in the name of
the respective Account Debtor with Borrower as the only secured party ("White
Slip"), in a form and substance satisfactory to Lender, and such evidence of
title shall be delivered to Lender not later than fifteen (15) days after such
evidence of title is received by Borrower. Any Receivable for which Borrower has
not delivered the original Payment Obligation and the Certificate of Title or
White Slip, such Receivables shall not be an Eligible Receivable hereunder.
Borrower will deliver monthly, with the delivery of the documentation evidencing
the Receivables above, a "Vehicle Title Exception Report", in the form and
substance of the Exhibit "F" attached hereto, listing all Certificates of Titles
which have not been received by Lender or are due from the appropriate state
motor vehicle department.

7        EVENTS OF DEFAULT AND REMEDIES

         7.1 EVENTS OF DEFAULT. The occurrence of any one or more of the
following events shall constitute an "Event of Default":

         A. If any payment of principal or interest or any other amount due
Lender is not paid within five (5) days after the same shall be due and payable.

         B. If Borrower or Guarantor fails or neglects to perform, keep or
observe any of the terms, provisions, conditions or covenants, contained in this
Agreement, any of the other Loan Documents or any other agreement or document
executed in connection with the transactions contemplated by this Agreement or
if any representation, warranty or certification made by Borrower herein or in
any certificate or other writing delivered pursuant hereto shall prove to be
continue in any material respect as of the date upon which the same was made or
at any time thereafter, and the same is not cured to Lender's satisfaction
within ten (10) days after Lender has given written notice to Borrower
identifying such default.

         C. If the validity or enforceability of any lien, charge, security
interest, mortgage, pledge or other encumbrance granted to Lender to secure the



                                      -21-
<PAGE>

Indebtedness shall be impaired in any respect or to any degree, for any reason,
or if any other lien, charge, security interest, mortgage, pledge or other
encumbrance shall be created or imposed upon the Collateral unless such lien,
charge, security interest, mortgage, pledge or other encumbrance is subordinate
to that of Lender, pursuant to a subordination and standstill agreement in a
form and substance acceptable to Lender.

         D. If any judgment against Borrower not covered by insurance in an
amount in excess of Twenty-Five Thousand Dollars ($25,000.00), or any attachment
or other levy against the properties or assets of Borrower with respect to a
claim for any amount in excess of Twenty-Five Thousand Dollars ($25,000.00),
remains unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a
period of thirty (30) days.

         E. Default in the payment of any sum due under any instrument of
indebtedness for borrowed money owed by Borrower or any Guarantor to any person,
or any other default under such instrument of indebtedness for borrowed money
that permits such indebtedness for borrowed money to become due prior to its
stated maturity or permits the holders of such indebtedness for borrowed money
to elect a majority of the board of directors or manage the business of Borrower
or any Guarantor.

         F. If a court or governmental authority of competent jurisdiction shall
enter an order, judgment or decree appointing, with or without Borrower's or
Guarantor's consent or acquiescence, a receiver, custodian, liquidator, trustee
or other officer with similar powers of Borrower or Guarantor or of the whole or
any substantial part of its properties or assets, or approving a petition filed
against Borrower or Guarantor seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the federal
bankruptcy laws or any other applicable law, and such order, judgment or decree
shall remain unvacated, unstayed or not set aside for an aggregate of thirty
(30) days (whether or not consecutive) from the date of the entry thereof or if
any petition seeking such relief shall be filed against Borrower or Guarantor
and such petition shall not be dismissed within thirty (30) days.

         G. An event shall occur which shall have a material adverse affect on
the condition and operations, prospects or financial condition of the Borrower
or Guarantor.

         H. If either Borrower or Guarantor shall: (i) tee generally not paying
their respective debts as they become due; (ii) file a petition in bankruptcy or
a petition to take advantage of any insolvency act or other act for the relief
or aid of debtors; (iii) make an assignment for the benefit of their creditors;
(iv) consent to or acquiesce in the appointment of a receiver, custodian,
liquidator, trustee or other officer with similar powers of either of their
properties or assets; (v) file a petition or answer seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under the federal bankruptcy laws or any other applicable law; (vi) be
adjudicated insolvent or be liquidated; (vii) admit in writing either of their
inability to pay debts as they become due; (viii) voluntarily suspend
transaction of usual business; or (ix) take any action, corporate or otherwise,
for the purpose of any of the foregoing.

         I. Any of the following shall occur: (i) entry of a court order that
enjoins, restrains or in any way prevents Borrower from conducting all or any
material part of its business affairs in the ordinary course of business or (ii)
withdrawal or suspension of any license or authority required for the conduct of
any material part of Borrower's business.

         J. If any Guarantor gives notice of termination or terminates his
liability pursuant to the Guaranty Agreement executed in conjunction with this
Agreement.

         7.2 ACCELERATION OF THE INDEBTEDNESS. Upon and after an Event of
Default, the outstanding principal balance together with all accrued but unpaid
interest on the Indebtedness and all other sums due and payable by Borrower to
Lender may, at the option of Lender and without demand, presentment, notice of
dishonor, notice of intent to demand or accelerate payment, diligence in
collecting, grace, notice and protest or a legal process of any kind, all of
which are hereby expressly waived, be declared, and immediately shall become due
and payable.


                                      -22-
<PAGE>




         7.3 LOUISIANA CONFESSION OF JUDGMENT. In the event that Borrower is
domiciled in, or Collateral is located in, Louisiana, and to the extent of such
domicile or location where Louisiana law is applicable to this Agreement:

         A. Borrower hereby CONFESSES JUDGMENT, up to the full amount of
principal, interest and attorney's fees and for any sums that Lender may advance
during the life of this Agreement for the payment of premiums of insurance,
taxes and assessments or for the protection and preservation of this Agreement
as authorized elsewhere in this Agreement, and does by these presents, consent,
agree and stipulate that, in the event of any payment of principal or interest
due hereunder not being promptly and fully paid when the same becomes due and
payable, or in the event of failure to comply with any of the obligations set
forth herein, the Indebtedness shall, at the option of Lender become due and
payable, and it shall be lawful for Lender, without making a demand and without
notice or putting in default, the same being hereby expressly waived, to cause
all and singular the Collateral herein secured to be seized and sold by
executory process issued by any competent court or to proceed with enforcement
of its security interest in any other manner provided by law; and

         B. Borrower hereby expressly waives: (a) the benefit of appraisement,
as provided in Articles 2332,2336,2723, and 2724, Louisiana Code of Civil
Procedure, and all other laws conferring the same; (b) the demand and three (3)
days delay according by Articles 2639 and 2721, Louisiana Code of Civil
Procedure, and all other laws conferring the same; (c) the notice of seizure
required by Articles 2293 and 2721, Louisiana Code of Civil Procedure, and all
other laws conferring the same; (d) the three (3) days delay provided by
Articles 2331 and 2722, Louisiana Code of Civil Procedure, and all other laws
conferring the same; and (e) the benefit of the other provisions of Articles
2331, 2722 and 2723, Louisiana Code of Civil Procedure, and all other Articles
not specifically mentioned above; and Borrower expressly agrees to the immediate
seizure of the Collateral in the event of suit thereon.

         7.4 REMEDIES. Upon and after an Event of Default, Lender shall have the
following rights and remedies, which individual remedies shall be non-exclusive,
cumulative and in addition to each and every other remedy set forth in the Loan
Documents or in this Agreement:

         A. All of the rights and remedies of a secured party under the Uniform
Commercial Code as enacted in the State of Arizona, as amended, or other
applicable law.

         B. The right, to the fullest extent permissible by law, to: (i) enter
upon the premises of Borrower, or any other place or places where the Collateral
is located and kept, without any obligation to pay rent to Borrower, through
self-help and without judicial process, without first obtaining a final judgment
or giving Borrower notice and opportunity for a hearing on the validity of
Lender's claim, and remove the Collateral therefrom to the premises of Lender or
any agent of Lender, for such time as Lender may desire, in order to effectively
collect and liquidate the Collateral; and/or (ii) require Borrower to assemble
the Collateral and make it available to Lender at a place to be designated by
Lender, in Lender's reasonable discretion.

         C. The right to sell or otherwise dispose of any or all Collateral in
its then condition at public or private sale or sales, in lots or in bulk, for
cash or on credit, all as Lender, in its discretion, may deem advisable;
provided that such sales may be adjourned from time to time with or without
notice. The requirement of reasonable notice to Borrower of the time and place
of any public sale of the Collateral or of the time after which any private sale
either by Lender or at its option, a broker, or any other intended disposition
thereof is to be made, shall be met if such notice is mailed, postage prepaid,
to Borrower at the address of Borrower designated herein at least ten (10)
Business Days before the date of any public sale or at least ten (10) Business
Days before the time after which any private sale or other disposition is to be
made unless applicable law requires otherwise.

         Lender shall have the right to conduct such sales on Borrower's
premises or elsewhere and shall have the right to use Borrower's premises
without charge for such sales for such time or times as Lender



                                      -23-
<PAGE>

may see fit. Lender is hereby granted a license or other right to use, without
charge, Borrower's labels, copyrights, rights of use of any name, trade secrets,
trade names, trademarks and advertising matter, or any property of a similar
nature, as it pertains to the Collateral, in advertising for sale and selling
any Collateral and Borrower's rights under ail licenses and all franchise
agreements shall inure to Lender's benefit. Lender agrees to hold Borrower
harmless from any liability arising out of Lender's use of Borrower's premises,
labels, copyrights, rights of use of any name, trade secrets, trade names,
trademarks and advertising matter, or any property of a similar nature as it
pertains to advertising for sale, marshaling or selling the Collateral.

         Lender shall have the right to sell, lease or otherwise dispose of the
Collateral, or any part thereof, for cash, credit or any combination thereof,
and Lender may purchase all or part of the Collateral at public or, if permitted
by law, private sale and, in lieu of actual payment of such purchase price, may
set off the amount of such price against the Indebtedness owing by Borrower to
Lender. The proceeds realized from the sale of any Collateral shall be applied
first to reasonable costs and expenses, attorney's fees, expert witness fees
incurred by Lender for collection and for acquisition, completion, protection,
removal, storage, sale and delivery of the Collateral; second to all payments,
other than principal and interest, due under this Agreement; third to interest
due upon any of the Indebtedness; fourth to the principal balance owing on the
Indebtedness; and fifth the remainder, if any, to Borrower, its successors or
assigns, or to whomsoever may be lawfully entitled to receive the same. If any
deficiency shall arise, Borrower shall remain liable to Lender therefor.

         D. In the event that Borrower is domiciled in, or Collateral is located
in, Louisiana, and to the extent of such domicile or location where Louisiana
law is applicable to this Agreement, the right to cause all and singular the
hereinabove described Collateral to be seized and sold under executory process
without appraisement, appraisement being hereby expressly waived, as an entirety
or in parcels, as Lender may determine, to the highest bidder for cash.

         E. The right to appoint or seek appointment of a receiver, custodian or
trustee of Borrower or any of its properties or assets pursuant to court order.

         F. The right to cease al advances hereunder.

         G. All other rights and remedies that Lender may have at law or in
equity.

         7.5 NO WAIVER. No delay, failure or omission of Lender to exercise any
right upon the occurrence of any Default or Event of Default shall impair any
such right or shall be construed to be a waiver of any such Default or Event of
Default or an acquiescence therein. Lender may, from time to time, in a writing
waive compliance by the other parties with any of the terms of this Agreement
and its rights and remedies upon any Default or Event of Default, and, Borrower
agrees that no waiver by Lender shall ever be legally effective unless such
waiver shall be acknowledged and agreed in writing by Lender. No waiver of any
Default or Event of Default shall impair any right or remedy of Lender not
specifically waived. No single, partial or full exercise of any right of Lender
shall preclude any other or further exercise thereof. No modification or
amendment of or supplement to this Agreement or any other written agreement
between the parties hereto shall be valid or effective (or serve as a basis of
reliance by way of estoppel) unless the same is in writing and signed by the
party against whom it is sought to be enforced. The acceptance by Lender at any
time and from to time of a partial payment or partial performance of any of
Borrower's obligations set forth herein shall not be deemed a waiver, reduction,
modification or release from any Default or Event of Default then existing. No
waiver by Lender of any Default or Event of Default shall be deemed to be a
waiver of any other existing or any subsequent Default or Event of Default.

         7.6 APPLICATION OF PROCEEDS. After an Event of Default shall have
occurred and is continuing, all amounts received by Lender on account of any
Indebtedness and realized by Lender with respect to the Collateral, including
any sums which may be held by Lender, or the proceeds of any thereof, shall be
applied in the same manner as proceeds of Collateral as set forth in Section
7.4.C.



                                      -24-
<PAGE>

hereof.

         7.7 APPOINTMENT OF LENDER AS ATTORNEY-IN-FACT. Borrower irrevocably
designates, makes, constitutes and appoints Lender (and all persons reasonably
designated by Lender), with full power of substitution, as Borrower's true and
lawful attorney-in-fact (and not agent-in-fact) and Lender, or Lender's agent,
may, without notice to Borrower, and at such time or times thereafter as Lender
or said agent, in its discretion, may determine, in Borrower's or Lender's name,
at no duty or obligation on Lender, do the following:

         A. ALL acts and things necessary to fulfill Borrower's administrative
duties pursuant to this Agreement including, but not limited to, the execution
of financing statements;

         B. Upon the occurrence of any Default, all acts and things necessary to
fulfill Borrower's obligations under this Agreement and the Loan Documents,
except as set forth in Section 7.7.C below, at the cost and expense of Borrower.

         C. In addition to, but not in limitation of the foregoing, at any time
or times upon the occurrence of an Event of Default, Lender shall have the
right: (i) to enter upon Borrower's premises and to receive and open all mail
directed to Borrower and remove all payments to Borrower on the Receivables;
however, Lender shall turn over to Borrower all of such mail not relating to
Receivables; (ii) in the name of Borrower, to notify the Post Office authorities
to change the address for the delivery of mail addressed to Borrower to such
address as Lender may designate (notwithstanding the foregoing, for the purposes
of notice and service of process to or upon Borrower as set forth in this
Agreement, Lender's rights to change the address for the delivery of mail shall
not give Lender the right to change the address for notice and service of
process to or upon Borrower in this Agreement); (iii) demand, collect, receive
for and give renewals, extensions, discharges and releases of any Receivable;
(iv) institute and prosecute legal and equitable proceedings to realize upon the
Receivables; (v) settle, compromise, compound or adjust claims in respect of any
Receivable or any legal proceedings brought in respect thereof; (vi) generally,
sell in whole or in part for cash, credit or property to others or to itself at
any public or private sale, assign, make any agreement with respect to or
otherwise deal with any of the Receivables as fully and completely as though
Lender were the absolute owner thereof for all purposes, except to the extent
limited by any applicable laws and subject to any requirements of notice to
Borrower or other persons under applicable laws; (vii) take possession and
control in any manner and in any place of any cash or non-cash items of payment
or proceeds of Receivables; (viii) endorse the name of Borrower upon any notes,
acceptances, checks, drafts, money orders, chattel paper or other evidences of
payment of Receivables that may come into Lender's possession; and (ix) sign
Borrower's name on any instruments or documents relating to any of the
Collateral, or on drafts against Account Debtors; .

         The appointment of Lender as attorney-in-fact for Borrower is coupled
with an interest an is irrevocable.

8        EXPENSES AND INDEMNITIES

         8.1 REIMBURSEMENT FOR EXPENSES. Upon the occurrence of a Default, or as
otherwise set forth in the SCHEDULE SECTION 8.1., Borrower agrees to reimburse
Lender, upon demand, for all reasonable out-of-pocket expenses (including costs
of establishing and maintaining accounts or arrangements set forth in Section
3.10, attorney's fees, expert witness fees and legal expenses) incurred in
connection with the evaluation of collateral, preservation of collateral, or
collection of the indebtedness.

         8.2 LENDER'S EXPENSES AND ATTORNEY'S FEES. UPON AND AFTER AN EVENT OF
DEFAULT, LENDER SHALL BE ENTITLED TO RECOVER FROM BORROWER AND GUARANTORS ALL OF
LENDER'S ATTORNEY'S FEES AND REASONABLE COSTS AND EXPENSES INCURRED IN THE
EXERCISE OF LENDER'S RIGHTS SET FORTH IN THIS AGREEMENT, AND ALL DAMAGES
SUSTAINED BY LENDER BY REASON OF MISREPRESENTATION, BREACH OF WARRANTY OR BREACH
OF COVENANT OF BORROWER HEREIN, EXPRESSED OR IMPLIED, WHETHER CAUSED BY THE ACTS



                                      -25-
<PAGE>

OR DEFAULTS OF BORROWER, ACCOUNT DEBTORS OR OTHERS; INCLUDING WITHOUT
LIMITATION, ALL ATTORNEY'S FEES ARISING FROM SUCH SERVICES, EXPERT WITNESS FEES
AND ANY EXPENSES, COSTS AND CHARGES RELATING THERETO, AND ALL OF THE FOREGOING
SHALL CONSTITUTE PART OF THE INDEBTEDNESS SECURED BY THE COLLATERAL AND SHALL BE
PAYABLE ON DEMAND.

         8.3 GENERAL INDEMNIFICATION.. Borrower hereby agrees to indemnify and
hold Lender harmless from and against any and all claims, liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements (collectively "Claim" or "Claims") of any kind or
nature whatsoever, asserted by any party other than Borrower, or with respect to
Borrower only as otherwise provided in this Agreement or pursuant to applicable
law regarding Lender's obligations to Borrower, which may be imposed on,
incurred by or asserted against Lender, or any of its officers, directors,
employees or agents (including accountants, attorneys or other professionals
hired by Lender) in any way relating to or arising out of the Loan Documents or
any action taken or omitted by Lender, or any of its officers, directors,
employees or agents (including accountants, attorneys or other professionals
hired by Lender) under the Loan Documents, except to the extent such indemnified
matters are finally found by a court to be caused by Lender's gross negligence
or wilful misconduct.

9        MISCELLANEOUS

         9.1 NOTICES. All notices, demands, billings, requests and other written
communications hereunder shall be deemed to have been properly given: (i) upon
personal delivery; (ii) on the third Business Day following the day sent, if
sent by registered or certified mail; (iii) on the next Business Day following
the day sent, if sent by overnight express courier; or (iv) on the day sent or
if such day is not a Business Day on the next Business Day after the day sent if
sent by telecopy providing the receiving party has acknowledged receipt by
return telecopy, in each case, to Lender, Borrower or Guarantors at its address
and/or telecopy number as set forth in this Agreement or SCHEDULE SECTION 9.1,
or at such other address and/or telecopy number as either party may designate
for such purpose in a written notice given to the other party.

         Lender shall have the right, on or after initial funding pursuant to
the terms of this Agreement, to issue a press release or other brochure
announcing the consummation of the Loan Documents and to distribute that
information to third parties in the normal course of Lender's business, at no
cost to Borrower.

         9.2 PARTICIPATIONS. Borrower and Guarantors acknowledge and agree that
Lender may from time to time sell or offer to sell interests in the Indebtedness
and the Loan Documents to one or more participants. Borrower and Guarantors
authorize Lender to disseminate any information it has pertaining to the
Indebtedness, including without limitation, complete and current credit
information on Borrower and any of its principals and Guarantors, to any such
participant or prospective participant.

         9.3 SURVIVAL OF AGREEMENTS. All of the various representations,
warranties, covenants and agreements of Borrower (including without limitation,
any agreements to pay costs and expenses and to indemnify Lender) in the Loan
Documents shall survive the execution and delivery of the Loan Documents and the
performance under such Loan Documents, and shall further survive until one (1)
year and one (1) month after all of the Indebtedness is paid in full to Lender
and all of Lender's obligations to Borrower under the Loan Documents are
terminated.

         9.4 NO OBLIGATION BEYOND MATURITY. Borrower agrees and acknowledges
that upon the Maturity Date, Lender shall have no obligation to renew, extend,
modify or rearrange the Loan and shall have the right to require all amounts due
and owing under the Loan to be paid in full upon such date.

         9.5 PRIOR AGREEMENTS SUPERSEDED. This Agreement constitutes the sole
and only agreement of the parties hereto and supersedes any prior understandings
or written or oral agreements between the parties respecting the subject



                                      -26-
<PAGE>

matter of this Agreement. No provision of this Agreement or other document or
instrument relating hereto may be modified, waived or terminated except by
instrument in writing executed by the party against whom a modification, waiver
or termination is sought to be enforced.

         9.6 PARTIES BOUND. This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and assigns, except as
otherwise expressly provided for herein. Borrower and Guarantor shall not assign
any of their respective rights or obligations pursuant this Agreement.

         9.7 NUMBER AND GENDER. Whenever used herein, the singular number shall
include the plural and the plural the singular, and the use of any gender shall
be applicable to all genders. The duties, covenants, obligations and warranties
of Borrower in this Agreement shall be joint and several obligations of Borrower
and of each Borrower if more than one.

         9.8 NO THIRD PARTY BENEFICIARY. This Agreement is for the sole benefit
of Lender and Borrower and is not for the benefit of any third party.

         9.9 EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original, and
all of which taken together shall constitute but one and the same instrument.

         9.10 SEVERABILITY OF PROVISIONS. Any provision which is determined to
be unconscionable, against public policy or any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability with out invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

         9.11 HEADINGS. The Article and Section headings used in this Agreement
are for convenience only and shall not affect the construction of this
Agreement.

         9.12 SCHEDULES AND EXHIBITS. Any and all exhibits hereto are hereby
expressly incorporated by reference as though fully set forth at that point
verbatim. All terms and provisions as defined or set forth in Article 1 and in
any Schedule are hereby incorporated into and made a part of this Agreement.
Each reference in this Agreement and the Schedule hereto to any information or
definitions contained in Article 1 or the Schedule shall mean and refer to the
information or definitions as set forth in Article 1 and the Schedule unless the
context specifically requires otherwise. Any terms used in Article 1 and in the
Schedule which are not defined shall have the meanings ascribed to such terms,
as of the date of this Agreement, by the Uniform Commercial Code as enacted in
the State of Arizona to the extent the same are defined therein.

         9.13 FURTHER INSTRUMENTS. Borrower and Guarantors shall from time to
time execute and deliver, and shall cause each of Borrower's subsidiaries to
execute and deliver, all such amendments, supplements and other modifications
hereto and to the other Loan Documents and all such financing statements or
continuation statements, instruments of further assurance and any other
instruments, and shall take such other actions, as Lender reasonably requests
and deems necessary or advisable in furtherance of the agreements contained
herein.

         9.14 GOVERNING LAW. THIS AGREEMENT HAS BEEN EXECUTED AND DELIVERED BY
BORROWER AND GUARANTOR AND ACCEPTED BY LENDER IN MARICOPA COUNTY, ARIZONA AND
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS
OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ARIZONA.

         9.15 JURISDICTION AND VENUE. TO INDUCE THE LENDER TO ENTER INTO THIS
AGREEMENT, BORROWER, GUARANTORS AND LENDER IRREVOCABLY



                                      -27-
<PAGE>

AGREE THAT, SUBJECT TO THE LENDER'S ELECTION, ALL ACTIONS OR PROCEEDINGS IN
ANYWAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS AGREEMENT,
THE OTHER LOAN DOCUMENTS OR THE COLLATERAL SHALL BE LITIGATED IN COURTS HAVING
SITUS WITHIN THE COUNTY OF MARICOPA, STATE OF ARIZONA. BORROWER, GUARANTORS AND
LENDER HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR
FEDERAL COURT LOCATED WITHIN SAID COUNTY AND STATE AND WAIVE PERSONAL SERVICE OF
ANY AND ALL PROCESS UPON BORROWER, AND AGREE THAT ALL SUCH SERVICE OF PROCESS
MAY BE MADE BY REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS SET FORTH IN
SCHEDULE SECTION 9.15 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON
ACTUAL RECEIPT THEREOF.

         9.16 WAIVER. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT AND TO
THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWER AND EACH GUARANTOR HEREBY
WAIVES (i) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST,
DEFAULT, NON-PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, AND ONE OR MORE
EXTENSIONS OR RENEWALS OF ANY OR ALL ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS,
INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY THE LENDER ON
WHICH BORROWER MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS
WHATEVER THE LENDER MAY DO IN THIS REGARD; (ii) ALL RIGHTS TO NOTICE AND HEARING
PRIOR TO THE LENDER'S TAKING POSSESSION OR CONTROL OF, OR THE LENDER'S REPLEVIN,
ATTACHMENT OR LEVY ON OR OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT
BE REQUIRED BY ANY COURT PRIOR TO ALLOWING THE LENDER TO EXERCISE ANY OF THE
LENDER'S REMEDIES; AND (iii) THE BENEFIT OF ALL VALUATION, APPRAISEMENT OR
EXEMPTION LAWS.

         9.17 WAIVER OF RIGHT TO TRIAL BY JURY. LENDER, BORROWER AND GUARANTORS
HEREBY COVENANT AND AGREE THAT IN ANY SUIT, ACTION OR PROCEEDING IN RESPECT OF
ANY MATTER ARISING OUT OF THIS AGREEMENT, THE DOCUMENTS EXECUTED IN CONNECTION
HEREWITH, ANY WRITTEN AGREEMENT BETWEEN THE PARTIES HERETO, WHETHER NOW EXISTING
OR HEREAFTER ARISING OR IN ANY WAY RELATED TO, CONNECTED WITH OR INCIDENTAL TO
THE DEALINGS OF THE PARTIES HERETO OR TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, TRIAL SHALL BE TO A
COURT OF COMPETENT JURISDICTION AND NOT TO A JURY: LENDER, BORROWER AND EACH
GUARANTOR HEREBY EXPRESSLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY. ANY
PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.

         9.18 BINDING ARBITRATION (LIMITED). Any controversy or claim arising
hereunder, except for Borrower's or Guarantor's failure or refusal to make any
payment due to Lender pursuant to the Loan Documents or a controversy or claim
involving Lender's security interest in the Collateral or possession of the
Collateral, shall be determined in arbitration under the commercial Arbitration
rules of the American Arbitration Association in Maricopa County, Arizona.
Lender, Borrower and Guarantor shall be bound by any arbitration award and agree
that judgment upon the award rendered may be entered in any court having
jurisdiction thereof for the purpose of entering and forcing any such award.

         9.19 ADVICE OF COUNSEL



                                      -28-
<PAGE>

BORROWER AND EACH GUARANTOR ACKNOWLEDGES THAT THEY HAVE BEEN REPRESENTED AND
ADVISED BY INDEPENDENT LEGAL COUNSEL WITH RESPECT TO THE NEGOTIATION, EXECUTION
AND ACCEPTANCE OF THIS AGREEMENT AND THE TRANSACTION GOVERNED BY THIS AGREEMENT
AND SPECIFICALLY WITH RESPECT TO THE PROVISIONS CONTAINED IN SECTIONS 8.3, 9.14,
9.15, 9.16, 917, 9.18 and 9 20 HEREOF AND HAS RELIED UPON THE ADVICE OF ITS
INDEPENDENT LEGAL COUNSEL IN AGREEING TO THE TERMS AND CONDITIONS HEREIN AND IN
EXECUTING AND DELIVERING THIS AGREEMENT, AND THAT THEY HAVE FREELY AND
VOLUNTARILY ENTERED INTO THIS AGREEMENT AS THE PRODUCT OF ARMS' LENGTH
NEGOTIATIONS.

         9.20 TIME OF ESSENCE Time is of the essence for the performance the
obligations set forth in this AQreement and the Loan Documents


                           (Intentionally Left Blank)


         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first set forth above.

BORROWER:

Travelers Acceptance Corporation

By: UnsignVersion
    ----------------------------------------------
    (Signature)
    Robert D. Press, Vice President





                                      -29-

<PAGE>


                                                                          FINOVA
                                                            FINANCIAL INNOVATORS
--------------------------------------------------------------------------------
                                                              Rediscount Finance

                           FIRST AMENDED -AND RESTATED
                                   SCHEDULE TO
                           LOAN AND SECURITY AGREEMENT

Co-Borrowers:    TRAVELERS ACCEPTANCE CORPORATION
                 TRAVELERS LEASING CORPORATION
                 TRACE CREDIT SERVICES, INC.

     Address:    2701 LOKER AVENUE WEST, SUITE 100
                 CARLSBAD. CA 92008

Date:            FEBRUARY 1, 2000




         This First Amended and Restated Schedule ("First Amended Schedule") is
executed in conjunction with a certain Loan and Security Agreement
("Agreement"), dated September 23, 1999, and as an amendment to and restatement
of that certain ScheduletoLoanandSecurityAgreement,datedSeptember23,
1999("Schedule"),by and between FINOVA Capital Corporation, as Lender, and the
above Borrowers, as Borrowers. All references to Section numbers herein refer to
Sections in the Agreement. The terms and provisions of this First Amended
Schedule shall supersede all the terms and provisions contained in the Schedule.



===============================================================================

1A.      BORROWERS

Travelers Acceptance Corporation             "TAC" or "Lead Borrower"
Travelers Leasing Corporation                "TLC"
Trace Credit Services. Inc.                  "TCS"

===============================================================================


1.B.     MAXIMUM AMOUNT OF AN ELIGIBLE RECEIVABLE (SECTION 1 - ELIGIBLE
         RECEIVABLE).

         The term "Maximum Amount of an Eligible Receivable" shall mean the
following:

         (i)      with respect to a Motor Vehicle Receivable, the sum of Fifteen
                  Thousand Dollars ($15,000.00) Principal Balance of a Motor
                  Vehicle Receivable remaining due thereon, at any date of
                  determination, provided, however, that up to an aggregate
                  outstanding amount of the Principal Balance of a Motor Vehicle
                  Receivable of all eligible Motor Vehicle Receivables equal to
                  two percent (2%) of aggregate Principal Balance of a Motor
                  Vehicle Receivable of all eligible Motor Vehicle Receivables
                  may exceed the FifteenThousand Dollars ($15,000.00) maximum
                  Principal Balance of a Motor Vehicle Receivable, provided such
                  Principal Balance of a Motor Vehicle Receivable does not
                  exceed Twenty Five Thousand Dollars ($25,000.00);



<PAGE>

         (ii)     with respect to a Non-Auto Receivable, the sum of Fifteen
                  Thousand Dollars ($ 15,000.00) Gross Balance of a Non-Auto
                  Receivable remaining due thereon, at any date of
                  determination: provided, however, that up to an aggregate
                  outstanding amount of the Gross Balance of a Non-Auto
                  Receivable of all eligible Non-Auto Receivables equal to two
                  percent (2%) of aggregate Gross Balance of a Non-Auto
                  Receivable of all eligible Non-Auto Receivables may exceed the
                  Fifteen Thousand Dollars ($15,000.00) maximum Gross Balance of
                  a Non-Auto Receivable, provided such Gross Balance of a
                  Non-Auto Receivable does not exceed Fifty Thousand Dollars
                  ($50,000.00); and

         (iii)    with respect to a Lease Receivable, no maximum amount shall be
                  applicable.


===============================================================================

1.C.     MAXIMUM TERM OF AN ELIGIBLE RECEIVABLE (SECTION 1 - ELIGIBLE
         RECEIVABLE).

         The term "Maximum Term of an Eligible Receivable" shall mean the
following:

         (i)      with respect to a Motor Vehicle Receivable, the term of
                  forty-two (42) months remaining until the due date of such
                  Eligible Receivable, on any date of determination, provided,
                  however that up to an aggregate outstanding amount of the
                  Principal Balance of a MotorVehicle Receivable of all eligible
                  Motor Vehicle Receivables equal to five percent (5%) of
                  aggregate Principal Balance of a Motor Vehicle Receivable of
                  all eligible Motor Vehicle Receivables may exceed a forty-two
                  (42) month remaining term, provided such term does not exceed
                  sixty (60) months.

         (ii)     with respect to a Non-Auto Receivable, the term of forty-two
                  (42) months remaining until the due date of such Eligible
                  Receivable, on any date of determination, provided, however
                  that up to an aggregate outstanding amount of the Net Balance
                  of a Non-Auto Receivable of all eligible Non-Auto Receivables
                  equal to five percent (5%) of aggregate Net Balance of a
                  Non-Auto Receivable of all eligible Non-Auto Receivables may
                  exceed a forty-two (42) month remaining term, provided such
                  term does not exceed sixty (60) months.

         (iii)    with respect to a Lease Receivable, the term of thirty-six
                  (36) months remaining until the due date of such Eligible
                  Receivable, on any date of determination.

1.D.     AGING PROCEDURES AND ELIGIBILITY TEST (SECTION 1 - ELIGIBLE
         RECEIVABLE).

AGING PROCEDURES FOR A CONTRACTUAL AGING - NON-AUTO RECEIVABLE AND LEASE
RECEIVABLE:

  1      No payment missed or due                     = Current.

  2.     l to 30 days past due                        = "30 day Account".

  3.     31 to 60 days past due                       = "60 day Account".

  4.     61 to 90 days past due                       = "90 day Account".

  5.     91 or more days past due                     = "90 + day Account"

         unmatured and unpaid Principal Balance of a Motor \/ehicle Receivable
         of all Motor Vehicle Receivables that are Eligible Receivables; plus

         (ii)     an amount equal to the lesser of: (a) sixty percent (60%) of
                  the aggregate unmatured and unpaid Gross Balance of a Non-Auto
                  Receivable of all Non-Auto Receivables that are Eligible
                  Receivables, (b) eighty-five percent (85%) of the aggregate
                  unmatured and unpaid Net Balance of a Non-Auto Receivable of
                  all Non-Auto Receivables that are Eligible Receivables and (c)
                  the percentage equal to the Collateral Recovery Rate -
                  Non-Auto, for the twelve (12) calendar months immediately
                  preceding the date of determination, less fifteen hundredths
                  (.15), multiplied by the aggregate unmatured and unpaid Gross
                  Balance of a Non-Auto Receivable of all Non-Auto Receivables
                  that are Eligible Receivables: plus



                                      -2-
<PAGE>



         (ii) an amount equal to the lesser of: (a) sixty percent (60%) of the
aggregate unmatured and unpaid Gross Balance of a Lease Receivable of all Lease
Receivables that are Eligible Receivables, and (b) eighty-five percent (85%) of
the aggregate unmatured and unpaid Net Balance of a Lease Receivable of all
Lease Receivables that are Eligible Receivables, and (c) the percentage equal to
the Collateral Recovery Rate - Lease, forth twelve (12) calendar months
immediately preceding the date of determination, less fifteen hundredths (.15),
multiplied by the aggregate unmatured and unpaid Gross Balance of a Lease
Receivable of all Lease Receivables that are Eligible Receivables:

         Notwithstanding any provision contained in the Loan Documents to the
contrary, if upon the occurrence of any of the following events, Lender in its
sole and absolute discretion, may modify the Availability on Eligible advance
percentages set forth above:

         (A) the Cash Collection Percentage - MotorVehicle is less than three
             and eight-tenths percent (3.8%);

         (B) the Cash Collection Percentage - Non-Auto is less than five and
             six-tenths percent (5.6%); or

         (C) the Collateral Delinquency Percentage, on any date of
             determination, is more than seven percent (7%);.


===============================================================================

2.2.     STATED INTEREST RATE (SECTION 2.2).

         The lesser of (i) the Governing Rate plus Two percent (2.00%) per
annum; or (ii) the Maximum Rate.

===============================================================================

2.3.     MATURITY DATE (SECTION 2.3.C).

         The primary term of this Agreement shall expire on September 30, 2004.
         Notwithstanding the foregoing, the Borrower's obligation pursuant to
         this Agreement shall remain in full force and effect until the
         Indebtedness due and owing to Lender has been paid in full.

===============================================================================

2.6.     LIQUIDATED DAMAGES (SECTION 2.6).

         The amount of "Liquidated Damages" shall be as follows:

                  (i)      if prior to October 1, 2002, Borrower pays the
                           balance of the Indebtedness in full and Borrower
                           requests Lender to terminate Lender's security
                           interest in the Collateral, an amount equal to two
                           percent (2.00%) of the Amount of the Revolving Credit
                           Line; and

                  (ii)     if prior to September 30, 2004, but after September
                           30, 2002, Borrower pays the balance of the
                           Indebtedness in full and Borrower requests Lender to
                           terminate Lender's security interest in the
                           Collateral, an amount equal to one percent (1.00%) of
                           the Amount of the Revolving Credit Line.

===============================================================================

2.11     CLOSING FEE (SECTION 2.11)

                  The amount of the closing fee shall be One Hundred Sixty Two
                  Thousand Five Hundred Dollars ($162,500.00), which shall be
                  due and payable in eight (8) consecutive monthly payments of
                  Twenty Thousand Three Hundred Twelve and 50/100 Dollars
                  ($20,312.50) each, with the first payment due on October
                  15,1999. and continuing on the fifteenth (15th) day of each
                  month thereafter until paid in full.

===============================================================================

3.2.    BUSINESS LOCATIONS OF BORROWER (SECTIONS 3.2, 3.6 AND 5.1.N.).

                  All locations are as follows:



                                      -3-
<PAGE>



5.1.     BORROWER'S TRADENAMES (WHETHER ONE OR MORE)(SECTION 5.1.B.)

                  None

===============================================================================

6.3.A.   LEVERAGE RATIO LIMIT (SECTION 6.3.A.).

         The term "Leverage Ratio Limit" shall mean four to one ratio (4:1)

===============================================================================

6.3.B.   MINIMUM NET INCOME (SECTION 6.3.B.).

                  The Minimum Net Income shall be One Dollar ($1.00) for each of
                  the fiscal years ending prior to December 31, 2001, and for
                  each fiscal year ending thereafter, One Million Dollars
                  ($1,000,000.00) for each fiscal year.

===============================================================================

6.3.C.   DISTRIBUTIONS LIMITATION (SECTION 6.3.C.).

                  The Maximum Distributions shall not exceed seventy-five
                  percent (75%) of Net Income of the fiscal year in which such
                  Distributions are made.

===============================================================================

6.6. ANNUAL FINANCIAL STATEMENTS (SECTION 6.6.B ).

                  Annual financial statements shall be audited by independent
                  certified public accountants, acceptable to Lender.


8.1. REIMBURSEMENT OF EXPENSES (SECTION 8.1).

                  Borrower's shall reimburse Lender for all legal costs and
                  expenses incurred in the preparation, negotiation, revision,
                  closing and Post closing of the Loan Documents.


9.1. NOTICES (SECTION 9.1).

Lender: FINOVA Capital Corporation
        (copy each office below with all notices)

               Rnrrr~wPr

               Guarantor:


CORPORATE FINANCE OFFICE:

FINOVA Capital Corporation
355 South Grand Avenue, Suite 2400
Los Angeles, CA 90071
Attn: John J. Bonano, Senior Vice
President
Telephone: (213) 253-1600
Telecopy No.: (213) 625-0268

CORPORATE OFFICE:

FINOVA Capital Corporation



                                      -4-
<PAGE>



4800 N. Scottsdale Rd.
Scottsdale, AZ 85251-7623
Attn: Joseph R. D'Amore, Senior Counsel
Telephone: (480) 636-4932
Telecopy No.: (480) 636-4937

REDISCOUNT FINANCE OFFICE:

FINOVA Capital Corporation
16633 North Dallas Parkway
Suite 700
Addison, TX 75001
Attn: J.T. Cook, 111 (Account Executive)
Telephone: (972) 764-1100
Telecopy No.: (972) 764-1113

Travelers Acceptance Corporation
Travelers Leasing Corporation
Trace Credit Services, Inc.
2701 Loker Avenue West
Carlsbad, CA 92008
Telephone: 7~(Degree) ~ 73l-c'7~o
Telecopy No.: 76C ~ q 4/-5q7O
Finantra Capital, Inc.
Ameri-Cap Consumer Finance Group, Inc.
Travelers Acquisition Corporation
Travelers Investment Corporation
Allar-TIC Financial Services, Inc.
150 S. Pine Island Road, 5'h Floor
Plantation, FL 33324
Telephone: 79Si 5~ 7 S ZZ f
Telecopy No.: q ~y- 5 ~ 7- ~ 2 Z 8

9.16. AGENT FOR SERVICE OF PROCESS (SECTION 9.16).

Robert D. Press , whose address is 150 S. Pine Island Road, 5th Floor,
----------------                   Plantation, FL 33324
     (Aaent)

IN WITNESS WHEREOF, the parties have executed this Schedule on the dav and vear
first set forth ahove

LENDER:

FINOVA CAPITAL CORPORATION, a Delaware corporation

By: /~= // _~1/

(Sianatu'r

  Matthew W. Hall, Vice President                         --7l /1 /
  -------------------------------                         ---------
  (Printed Name and Title)                                 (sat)

BORROWER:

Travelers Acceptance Corpor

~tinn

  By: 47/ /                                      ~/o=4OO



                                      -5-
<PAGE>



Robert D. Press, Vice President

Traveler.s I

~asinq CorDorati

(Date)

  By: /~/ f /;                                   >/~/ -
      --------                                   ------

Robert D. Press. Vice President

                                                 (Date)
Trace C~Services,~7

  By: ~?74--                                    /~?G

Robert D. Press, Vice President

GUARANTORS

(Date)

Finantra Capital, Inc.

  By:~ G:7:f 9:                                  2/8/o~

  Robert D. Press, Vice President       (Date)

             Ameri-CaD Consumer Fina~

Group, Inc.

By: ~4f.~ zl~go~
  ----------------------------

  Robert D. Press, Vice President       (Date)

Traveler's Acquisition Group, Ins7

  By ~( 7~7~/
~2l9/
  Robert D. Press. Vice President
(Date)

Travelers Investment Corporation

  By: /~e~7
~lt /C27
  Robert D. Press, Vice President
(Date)

Allar-TIC Financial S>vic,,~7

  By: /~
~Z/~(/~


  Robert D. Press, Vice President       (Date)




                                      -6-