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                                                                    EXHIBIT 10.3




                           LOAN AND SECURITY AGREEMENT

                                     BETWEEN

                      BANK ONE, TEXAS, NATIONAL ASSOCIATION

                                       AND

                            LONG REACH HOLDINGS, INC.

                                      DATED

                                 APRIL 20, 1999
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                                TABLE OF CONTENTS

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                                                      ARTICLE I DEFINITIONS

         Section 1.1       Definitions...........................................................................              1
         Section 1.2       Additional Terms Related to Definitions...............................................             16
         Section 1.3       Exhibits and Schedules................................................................             17

                                   ARTICLE II REVOLVING CREDIT FACILITY AND TERM LOAN FACILITY

         Section 2.1       Revolving Loan........................................................................             17
         Section 2.2       Advances Under the Revolving Loan.....................................................             17
         Section 2.3       Repayment of the Revolving Loan.......................................................             18
         Section 2.4       Revolving Note........................................................................             18
         Section 2.5       Term Loan.............................................................................             18
         Section 2.6       Repayment of Term Loan................................................................             18
         Section 2.7       Term Note.............................................................................             19
         Section 2.8       Disbursement of Loans.................................................................             19
         Section 2.9       Mandatory Prepayment..................................................................             19
         Section 2.10      Financial Accommodations..............................................................             19

                                                           ARTICLE III
                                           GENERAL LOAN PROVISIONS; FEES AND EXPENSES

         Section 3.1       Interest..............................................................................             20
         Section 3.2       Fees and Expenses.....................................................................             21
         Section 3.3       Manner of Payment.....................................................................             22
         Section 3.4       Records...............................................................................             22
         Section 3.5       Termination of Agreement..............................................................             23

                                                 ARTICLE IV CONDITIONS PRECEDENT

         Section 4.1       Conditions Precedent..................................................................             23
         Section 4.2       Closing Documents.....................................................................             23
         Section 4.3       Conditions to Subsequent Advances.....................................................             26
         Section 4.4       No Waiver.............................................................................             26
         Section 4.5       Conditions Precedent for the Benefit of Lender........................................             27
         Section 4.6       Effect of Notice of Borrowing.........................................................             27

                                    ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BORROWER

         Section 5.1       Representations and Warranties........................................................             27
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         Section 5.2       Survival of Representations...........................................................             32

                                      ARTICLE VI SECURITY INTEREST AND COLLATERAL COVENANTS

         Section 6.1       Security Interest.....................................................................             32
         Section 6.2       Continued Priority of Security Interest...............................................             32
         Section 6.3       Collection of Accounts................................................................             33
         Section 6.4       Verification and Notification.........................................................             33
         Section 6.5       Disputes, Returns and Adjustments.....................................................             34
         Section 6.6       Invoices..............................................................................             34
         Section 6.7       Delivery of Instruments...............................................................             34
         Section 6.8       Ownership and Defense of Title........................................................             34
         Section 6.9       Location of Offices and Collateral....................................................             35
         Section 6.10      Records Relating to Collateral........................................................             35
         Section 6.11      Inspection............................................................................             35
         Section 6.12      Maintenance...........................................................................             36
         Section 6.13      Power of Attorney.....................................................................             36
         Section 6.14      Notice of Litigation and Other Matters................................................             36

                                                ARTICLE VII AFFIRMATIVE COVENANTS

         Section 7.1       Preservation of Corporate Existence and Similar Matters...............................             37
         Section 7.2       Compliance with Applicable Law........................................................             37
         Section 7.3       Conduct of Business...................................................................             37
         Section 7.4       Payment of Taxes and Claims...........................................................             37
         Section 7.5       Accounting Methods and Financial Records..............................................             37
         Section 7.6       Use of Proceeds.......................................................................             37
         Section 7.7       Hazardous Waste and Substances; Environmental Requirements............................             38
         Section 7.8       Accuracy of Information...............................................................             38
         Section 7.9       Revisions or Updates to Schedules.....................................................             38
         Section 7.10      ERISA.................................................................................             38
         Section 7.11      Insurance.............................................................................             39
         Section 7.12      Payroll Taxes.........................................................................             39
         Section 7.13      Year 2000.............................................................................             39
         Section 7.14      Key Man Life Insurance................................................................             40
         Section 7.15      Audited Financial Statements; Patent and Trademark Search; Flood Insurance............             40

                                         ARTICLE VIII FINANCIAL AND COLLATERAL REPORTING

         Section 8.1       Financial Statements..................................................................             41
         Section 8.2       Compliance Certificate................................................................             42
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         Section 8.3       Collateral Information and Reports....................................................             42
         Section 8.4       Copies of Other Reports...............................................................             43

                                                  ARTICLE IX NEGATIVE COVENANTS

         Section 9.1       Financial Ratios......................................................................             43
         Section 9.2       Investments...........................................................................             44
         Section 9.3       Prohibited Distributions and Payments, Etc............................................             44
         Section 9.4       Indebtedness..........................................................................             44
         Section 9.5       Liens.................................................................................             44
         Section 9.6       Merger, Consolidation, Sale of Assets, Acquisitions...................................             44
         Section 9.7       Transactions with Affiliates..........................................................             45
         Section 9.8       Guaranties............................................................................             45
         Section 9.9       Officers' Salaries....................................................................             45
         Section 9.10      Benefit Plans.........................................................................             45
         Section 9.11      Sales and Leasebacks..................................................................             45
         Section 9.12      Ineligible Securities.................................................................             45
         Section 9.13      Management Fees.......................................................................             45
         Section 10.1      Events of Default.....................................................................             45
         Section 10.2      Remedies..............................................................................             48
         Section 10.3      Application of Proceeds...............................................................             50
         Section 10.4      Power of Attorney.....................................................................             51
         Section 10.5      Miscellaneous Provisions Concerning Remedies..........................................             51
         Section 10.6      Trademark License.....................................................................             52

                                                     ARTICLE XI MISCELLANEOUS

         Section 11.1      Notices...............................................................................             52
         Section 11.2      Expenses..............................................................................             53
         Section 11.3      Setoff................................................................................             54
         Section 11.4      Venue; Service of Process.............................................................             54
         Section 11.5      Assignment; Participation.............................................................             55
         Section 11.6      Amendments............................................................................             55
         Section 11.7      Performance of Borrower's Duties......................................................             55
         Section 11.8      Indemnification.......................................................................             55
         Section 11.9      All Powers Coupled with Interest......................................................             56
         Section 11.10     Survival..............................................................................             56
         Section 11.11     Severability of Provisions............................................................             56
         Section 11.12     Governing Law.........................................................................             56
         Section 11.13     Counterparts..........................................................................             56
         Section 11.14     Consent to Advertising and Publicity..................................................             56
         Section 11.15     Final Agreement.......................................................................             57
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         Section 11.16     Jury Waiver...........................................................................             57
         Section 11.17     Arbitration...........................................................................             57
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                             EXHIBITS AND SCHEDULES

         EXHIBIT A         FORM OF BORROWING BASE CERTIFICATE

         EXHIBIT B         FORM OF COMPLIANCE CERTIFICATE


         SCHEDULE 5.1(a)   Jurisdictions in Which Borrower is Qualified as a
                           Foreign Corporation

         SCHEDULE 5.1(c)   Capital Stock

         SCHEDULE 5.1(g)   Liens

         SCHEDULE 5.1(h)   Indebtedness for Money Borrowed and Guaranties

         SCHEDULE 5.1(i)   Litigation

         SCHEDULE 5.1(l)   ERISA

         SCHEDULE 5.1(q)   Locations of inventory

         SCHEDULE 5.1(r)   Locations of equipment

         SCHEDULE 5.1(s)   Location of Chief Executive Office

         SCHEDULE 5.1(t)   Corporate and Fictitious Names

         SCHEDULE 5.1(z)   Intellectual Property

         SCHEDULE 7.6      Use of Proceeds

         SCHEDULE 9.4      Existing Indebtedness

         SCHEDULE 10.6     List of trademarks, patents, etc.



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                           LOAN AND SECURITY AGREEMENT

         This Loan and Security Agreement is executed by and between BANK ONE,
TEXAS, NATIONAL ASSOCIATION, a national banking association, and LONG REACH
HOLDINGS, INC., a Delaware corporation, as of April 20, 1999.
Lender and Borrower hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.1 Definitions. When used in this Agreement, the capitalized
terms set forth below shall have the definitions assigned to such terms below:

         "Account Debtor" means, with respect to any account, a Person who is
obligated on such account.

         "ACH Liability Reserve" means any and all reserves established by the
Lender from time to time in its sole discretion in respect of ACH Transaction
Liabilities.

         "ACH Transaction Liability" means all debts, liabilities, and
obligations now or hereafter arising from or related to the automatic clearing
house transfer of funds for the account of Borrower.

         "Advance" means an advance of funds by Lender to Borrower hereunder.

         "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by, or is under common control with, such
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities or
partnership or other interests, by contract or otherwise.

         "Agreement" means this Agreement and all amendments, modifications and
supplements hereto and thereto and restatements hereof and thereof.

         "Agreement Date" means the date of this Agreement as set forth in the
first introductory paragraph hereof.

         "Banker's Acceptance" means any "acceptance" by the Lender of a draft
drawn by Borrower. As used in this definition, the term "acceptance" means the
Lender's signed agreement to pay the draft as presented.

         "Benefit Plan" means an employee benefit plan as defined in Section
3(35) of ERISA


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(other than a Multiemployer Plan) in respect of which a Person or any Related
Company is, or within the immediately preceding 6 years was, an "employer" as
defined in Section 3(5) of ERISA, including such plans as may be established
after the Agreement Date.

         "Blocked Account" means an account maintained with a Collecting Bank
pursuant to an Blocked Account Agreement.

         "Blocked Account Agreement" means an agreement among Borrower, the
Lender and a Collecting Bank (if other than the Lender) concerning the
collection of payments which represent the proceeds of accounts or of any other
Collateral.

         "Borrower" means Long Reach Holdings, Inc., a Delaware corporation, and
its successors and assigns.

         "Borrowing Base" means, as of any date, an amount equal to the sum of:
(a) eighty-five percent (85%) (or such lesser percentage as the Lender may in
its sole and absolute discretion determine from time to time) of Eligible
Accounts on such date, PLUS (b) the lesser of (i) the sum of (A) sixty percent
(60%) (or such lesser percentage as the Lender may in its sole and absolute
discretion determine from time to time) of the value of Eligible Inventory
consisting of raw material metal stock (based upon the lower of cost (computed
on a first-in-first-out basis), fair market value or orderly liquidation as
determined by Lender in its sole discretion), PLUS (B) fifty percent (50%) (or
such lesser percentage as the Lender may in its sole and absolute discretion
determine from time to time) of the value of Eligible Inventory other than metal
stock (based upon the lower of cost (computed on a first-in-first-out basis),
fair market value or orderly liquidation as determined by Lender in its sole
discretion) or (ii) the lesser of (A) $4,000,000, or (B) one hundred forty
percent (140%) of the aggregate advances against Eligible Accounts in the first
year following the date hereof (and one hundred twenty-five percent (125%)
thereafter), MINUS (c) the Financial Accommodation Reserve, and MINUS (d) the
Reserve.

         "Borrowing Base Certificate" means a certificate in the form of EXHIBIT
A attached hereto.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which banks in Dallas, Texas are authorized to close.

         "Capital Expenditures" means, with respect to any Person, all
expenditures made and liabilities incurred for the acquisition of assets which
are not, in accordance with GAAP, treated as expense items for such Person in
the fiscal year made or incurred.

         "Capitalized Lease" means a lease that is required to be capitalized
for financial reporting purposes in accordance with GAAP.


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         "Capitalized Lease Obligation" means Indebtedness represented by
obligations under a Capitalized Lease, and the amount of such Indebtedness shall
be the capitalized amount of such obligations determined in accordance with
GAAP.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Collateral" means and includes all of Borrower's now owned or
hereafter acquired assets, whether tangible or intangible, including without
limitation all of Borrower's right, title and interest in and to each of the
following, wherever located and whether now existing or hereafter arising:

         (a)      all accounts,

         (b)      all inventory,

         (c)      all equipment,

         (d)      all contract rights,

         (e)      all general intangibles,

         (f)      all Intellectual Property,

         (g)      all deposit accounts,

         (h)      all investment property,

         (i)      all instruments,

         (j)      all chattel paper,

         (k)      all goods,

         (l)      all documents,

         (m)      all real estate,

         (n)      all insurance and certificates of insurance pertaining to any
                  and all items of Collateral,

         (o) all files, correspondence, computer programs, tapes, disks and
related data processing software which contain information identifying or
pertaining to any of the Collateral

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or any Account Debtor or showing the amounts thereof or payments thereon or
otherwise necessary or helpful in the realization thereon or the collection
thereof,

         (p) all cash deposited with the Lender or any Affiliate thereof, and

         (q) any and all products and cash and non-cash proceeds of the
foregoing (including, but not limited to, any claims to any items referred to in
this definition and any claims against third parties for loss of, damage to or
destruction of any or all of the Collateral or for proceeds payable under or
unearned premiums with respect to policies of insurance) in whatever form.

         "Collection Account" means a special account maintained with Lender in
the name of Borrower styled "Collection Account" over which Lender alone has the
power of withdrawal.

         "Collecting Bank" means (i) the Lender, and (ii) any banking
institution (other than Lender) with which a Blocked Account has been
established pursuant to an Blocked Account Agreement.

         "Committed Sum" means $8,000,000.

         "Contract Rate" shall mean the sum of the PRIME RATE in effect from
time to time, plus three quarters of one percent percent (0.75%); provided,
however, the Contract Rate shall be reduced to the sum of the PRIME RATE in
effect from time to time, plus one half percent (0.50%) in the event that (i)
Borrower meets or exceeds pre-tax income projected in the base case projections
provided to Lender for the fiscal year ending June 30, 2000 as reflected in the
year-end audited financial statements of Borrower, (ii) no Default or Event of
Default has occurred and is continuing, and (iii) Borrower has maintained
$500,000 or more in average excess loan availability under the Revolving
Facility for the previous twelve (12) months. Any change in the Contract Rate
resulting from a change in the Prime Rate shall become effective on the day such
change in the Prime Rate is announced by Lender.

         "Default" means any of the events specified in SECTION 10.1 that, with
the passage of time or giving of notice or both, would constitute an Event of
Default.

         "Default Rate" means the Contract Rate plus two percent (2%).

         "Dollar" and "$" means freely transferable United States dollars.

         "Effective Date" means the later of (a) the Agreement Date, and (b) the
first date on which all of the conditions set forth in ARTICLE IV shall have
been fulfilled to the satisfaction of Lender or waived by the Lender.

         "Eligible Accounts" shall mean all accounts of Borrower which are
deemed by the Lender

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in the exercise of its sole and absolute discretion to be eligible for inclusion
in the calculation of the Borrowing Base net of any and all interest, finance
charges, sales tax, fees, returns, discounts, claims, credits, charges, contra
accounts, exchange contracts or other allowances, offsets and rights of offset,
deductions, counterclaims, disputes, rejections, shortages or other defenses and
all credits owed or allowed by Borrower upon any of its accounts and further
reduced by the aggregate amount of all reserves, limits and deductions provided
for in this definition and elsewhere in this Agreement. Eligible Accounts shall
not include the following:

         (a) accounts which remain unpaid more than NINETY (90) days past their
invoice dates;

         (b) accounts which are not due and payable within THIRTY (30) days
after their invoice dates, except for accounts created by sales made under sixty
(60) day dating terms; provided, however, accounts deemed eligible due to such
dating terms may not exceed at any time the lesser of (i) $500,000, or (ii) ten
percent (10%) of Eligible Accounts;

         (c) accounts owing by a single Account Debtor, including a currently
scheduled account, if FIFTY PERCENT (50%) or more of the balance owing by said
Account Debtor upon all accounts payable by such Account Debtor is ineligible
pursuant to clauses (a) or (b) above;

         (d) accounts with respect to which the Account Debtor is an Affiliate
of Borrower;

         (e) accounts with respect to which the obligation of payment by the
Account Debtor is or may be conditional for any reason whatsoever including,
without limitation, accounts arising with respect to goods that were (i) not
sold on an absolute basis, (ii) sold on a bill and hold sale basis, (iii) sold
on a consignment sale basis, (iv) sold on a guaranteed sale basis, (v) sold on a
sale or return basis, or (vi) sold on the basis of any other similar
understanding;

         (f) accounts with respect to which the Account Debtor is not a resident
or citizen of, or otherwise located in, the continental United States of
America, or with respect to which the Account Debtor is not subject to service
of process in the continental United States of America, unless such account is
backed in full by an irrevocable letter of credit in form and substance
satisfactory to Lender issued by a domestic commercial bank acceptable to Lender
or backed by acceptable export insurance; provided, however, that (i) accounts
backed by a letter of credit or insurance may not exceed $1,000,000 in the
aggregate, and (ii) subject to the requirements set forth in PARAGRAPHS (a)
through (e) and (g) through (r) of this definition, (A) accounts owed by Account
Debtors located in Canada may be included in Eligible Accounts up to a maximum
of $250,000 in the aggregate, (B) accounts owed by Account Debtors located in
Puerto Rico may be included in Eligible Accounts up to a maximum of $50,000 in
the aggregate;

          (g) accounts in excess of $100,000 in the aggregate with respect to
which the Account Debtor is the United States of America or any other federal
governmental body or any


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department, agency or instrumentality of any of the foregoing unless such
accounts are duly assigned to the Lender in compliance with all applicable
governmental requirements (including, without limitation, the Federal Assignment
of Claims Act of 1940, as amended, if applicable) so that the Lender is
recognized by the Account Debtor to have all of the rights of an assignee of
such accounts;

         (h) accounts with respect to which Borrower is or may be liable to the
Account Debtor for goods sold or services rendered by such Account Debtor, but
only to the extent of such liability to such Account Debtor (i.e. the excess of
the aggregate face amount of accounts of such Account Debtor to Borrower over
the aggregate liability of Borrower to such Account Debtor shall constitute an
Eligible Account unless otherwise excepted under the terms of this definition);

         (i) accounts with respect to which the goods giving rise thereto have
not been shipped and delivered to and accepted as satisfactory by the applicable
Account Debtor or with respect to which the services performed giving rise
thereof have not been completed and accepted as satisfactory by the Account
Debtor thereon;

         (j) accounts which are not invoiced (and dated as of such date) and
sent to the Account Debtor thereof concurrently with or not later than FIVE (5)
DAYS after the shipment and delivery to and acceptance by said Account Debtor of
the goods giving rise thereto or the performance of the services giving rise
thereto;

         (k) accounts with respect to which possession and/or control of the
goods sold giving rise thereto is held, maintained or retained by Borrower (or
by any agent or custodian of Borrower) for the account of or subject to further
and/or future direction from the Account Debtor;

         (l) accounts as to which the Lender, at any time or times hereafter,
determines, in good faith, that the prospect of payment or performance by the
Account Debtor is or will be impaired in any material respect;

         (m) accounts of an Account Debtor to the extent, but only to the
extent, that the same exceed a credit limit determined by the Lender in its
reasonable discretion, at any time or times hereafter;

         (n) accounts with respect to which the Account Debtor is located in any
state requiring the filing of a Notice of Business Activities Report or similar
report in order to permit Borrower to seek judicial enforcement in such state of
payment of such account, unless Borrower has qualified to do business in such
state or has filed a Notice of Business Activities Report or equivalent report
for the then current year;



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         (o) accounts which are not subject to a first priority perfected
security interest in favor of Lender;

         (p) accounts that Lender, in its sole discretion, has determined to be
ineligible;

         (q) accounts subject to any provision prohibiting assignment or
requiring notice of or consent to such assignment; and

         (r) that portion of an account balance owed by a single Account Debtor
which exceeds TWENTY PERCENT (20%) of total accounts otherwise deemed eligible
hereunder, unless waived in writing by Lender.

         "Eligible Inventory" means, as at any date of determination, all
inventory owned by and in the possession of Borrower and located in the United
States of America that Lender, in its sole and absolute discretion, deems to be
eligible for borrowing purposes. Without limiting the generality of the
foregoing, unless otherwise agreed by Lender, the following is not Eligible
Inventory:

         (a) work-in-process;

         (b) finished goods subject to a specific purchase order which do not
meet the specifications of such purchase order;

         (c) inventory which Lender determines, in its sole and absolute
discretion exercised in good faith, to be unacceptable for borrowing purposes
due to age, quality, type, category, value and/or quantity;

         (d) inventory with respect to which Lender does not have a valid, first
priority and fully perfected security interest;

         (e) inventory with respect to which there exists any Lien (other than a
Permitted Lien) in favor of any Person other than Lender;

         (f) packaging or shipping material or maintenance supplies;

         (g) shipping or product labels;

         (h) inventory that is obsolete;

         (i) inventory that has been returned or repossessed unless such
inventory is in new, unused and saleable condition;


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         (j) inventory that consists of used goods taken in trade;

         (k) inventory produced in violation of the Fair Labor Standards Act, in
particular provisions contained in Title 29 U.S.C. 215 (a)(i);

         (l) inventory located in a jurisdiction other than the United States of
America and inventory located at a location for which Lender does not have a
valid landlord's or warehouseman's waiver or subordination on terms and
conditions acceptable to Lender in its sole discretion; and

         (m) inventory located at any location other than those listed on
SCHEDULE 5.1(q).

         "Environmental Laws" means all federal, state, local and foreign laws
now or hereafter in effect relating to pollution or protection of the
environment, including laws relating to emissions, discharges, releases or
threatened releases of pollutants, contaminants, chemicals or industrial, toxic
or hazardous substances or wastes into the environment (including, without
limitation, ambient air, surface water, ground water or land) or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, removal, transport or handling of pollutants, contaminants, chemicals
or industrial, toxic or hazardous substances or wastes, and any and all
regulations, notices or demand letters issued, entered, promulgated or approved
thereunder.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
in effect from time to time, and any successor statute.

         "Event of Default" means any of the events specified in SECTION 10.1.

         "Financial Accommodation Reserve" means the sum of (i) the ACH
Liability Reserve, (ii) the Letter of Credit Reserve, plus (iii) the amount of
all outstanding Banker's Acceptances.

         "Fiscal Month" means the four or five week period used by Borrower for
financial reporting purposes in accordance with GAAP.

         "Fixed Charge Coverage Ratio" means, for any period, the ratio of (i)
consolidated Net Income of Borrower after income taxes, plus depreciation and
amortization and other non-cash expenses, plus interest expense and plus lease
expense, to (ii) interest expense, plus lease expense, plus current maturities
of Funded Indebtedness, plus current maturities of Capitalized Lease
Obligations, plus Non-Financed Capital Expenditures, and plus dividends, plus
principal payments on Subordinated Indebtedness if such payments are permitted
by the Subordination Agreement.

         "Funded Indebtedness" means, as of any date, the sum of the following
(without

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<PAGE>   14
duplication): (i) the aggregate of all Indebtedness for Money Borrowed of
Borrower as of such date, other than current liabilities, (ii) all indebtedness
which would be classified as "funded indebtedness" or "long-term indebtedness"
(or other similar classification) on a consolidated balance sheet of Borrower
prepared as of such date in accordance with GAAP, (iii) the aggregate of all
indebtedness of Borrower outstanding under any revolving credit or similar
agreement providing for borrowing (and renewals and extensions thereof) over a
period of more than one year, notwithstanding the fact that any such
indebtedness is created within one year of the expiration of such agreement, and
(iv) the amount of all Capitalized Lease Obligations of Borrower booked in
accordance with GAAP.

         "GAAP" means generally accepted accounting principles and practices
consistently applied.

         "Governmental Approvals" means all authorizations, consents, approvals,
permits, licenses and exemptions of, registrations and filings with, and reports
to, all governmental bodies, whether federal, state, local, foreign national or
provincial, and all agencies thereof.

         "Governmental Authority" means any government or political subdivision
or any agency, authority, bureau, central bank, commission, department or
instrumentality of either, or any court, tribunal, grand jury or arbitrator, in
each case whether foreign or domestic.

         "Guaranty" or "Guaranteed" means, with respect to any obligation of
another Person, (i) a guaranty (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), directly or
indirectly, in any manner, of any part or all of such obligation of such other
Person, and (b) any agreement, direct or indirect, contingent or otherwise, and
whether or not constituting a guaranty, the practical effect of which is to
assure the payment or performance (or payment of damages in the event of
nonperformance) of any part or all of such obligation of such other Person.

         "Indebtedness" of any Person means, without duplication, (a) all
Liabilities, (b) all obligations for money borrowed or for the deferred purchase
price of property or services or in respect of reimbursement obligations under
letters of credit, (c) all obligations represented by bonds, debentures, notes
and accepted drafts that represent extensions of credit, (d) Capitalized Lease
Obligations, (e) all obligations (including, during the noncancellable term of
any lease in the nature of a title retention agreement, all future payment
obligations under such lease discounted to their present value in accordance
with GAAP) secured by any Lien to which any property or asset owned or held by
such Person is subject, whether or not the obligation secured thereby shall have
been assumed by such Person, (f) all obligations of other Persons which such
Person has Guaranteed, including, but not limited to, all obligations of such
Person consisting of recourse liability with respect to accounts receivable sold
or otherwise disposed of by such Person, and (g) in the case of the Borrower,
the Loans (without duplication).



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         "Intellectual Property" means, as to any Person, all of such Person's
then owned and existing and future acquired or arising patents, patent rights,
copyrights, works which are the subject of copyrights, trademarks, service
marks, trade names, trade styles, patent, trademark and service mark
applications, and all licenses and rights related to any of the foregoing, and
all rights to sue for past, present and future infringements of any of the
foregoing.

         "Investment" means any investment, whether by means of share purchase,
loan, advance, purchase of debt instrument, extension of credit (other than (i)
accounts receivable arising from the sale of goods or services in the ordinary
course of business, and (ii) notes, accepted in the ordinary course of business,
evidencing overdue accounts receivable arising in the ordinary course of
business), capital contribution or otherwise, in or to any Person, the Guaranty
of any Indebtedness of any Person or the subordination of any claim against any
Person to other indebtedness of such Person.

         "Lender" means BANK ONE, TEXAS, NATIONAL ASSOCIATION, a national
banking association, and its successors and assigns.

         "Lender's Office" means the office of the Lender located at 1717 MAIN
STREET, 3RD FLOOR, DALLAS, TEXAS 75201 or such other office as Lender may
designate from time to time.

         "Letter of Credit" means any letter of credit issued by the Lender for
the account of Borrower.

         "Letter of Credit Reserve" means, at any time, 100% of THE SUM OF (i)
the aggregate undrawn amount of all Letters of Credit outstanding at such time,
PLUS (ii) the aggregate amount of all drawings under Letters of Credit for which
the Lender has not been reimbursed.

         "Liabilities" means all liabilities of a Person determined in
accordance with GAAP.

         "Lien", with respect to any Person, means any security interest,
chattel mortgage, charge, mortgage, deed to secure debt, deed of trust, lien,
pledge, Capitalized Lease, conditional sale or other title retention agreement,
or other security interest or encumbrance of any kind in respect of any property
of such Person or upon the income or profits therefrom.

         "Loans" means the Revolving Loan and the Term Loan, collectively, and
"Loan" means any of such Loans.

         "Loan Documents" means, collectively, this Agreement, the Notes, each
writing now or hereafter executed and delivered by any Person to secure the
Obligations or evidencing any security therefor and each other instrument,
agreement and document now or hereafter executed and delivered by Borrower or
any Obligor in connection with this Agreement.


                                       10
<PAGE>   16
         "Lockbox" means the U.S. Post Office Box(es) specified in, or
established pursuant to, (i) a Blocked Account Agreement, or (ii) a Lockbox
agreement, in form and substance acceptable to Lender, executed between Borrower
and Lender or an Affiliate of Lender.

         "Maximum Rate" means the maximum nonusurious interest rate, if any,
that at any time, or from time to time, may be contracted for, taken, reserved,
charged, or received on the Loans under the laws which are presently in effect
of the United States and the State of Texas applicable to Lender and such
indebtedness or, to the extent permitted by law, under such applicable laws of
the United States and the State of Texas which may hereafter be in effect and
which allow a higher maximum nonusurious interest rate than applicable laws now
allow. To the extent federal law permits Lender to contract for, charge or
receive a greater amount of interest, Lender will rely on federal law instead of
the Texas Finance Code, as supplemented by Texas Credit Title, for the purpose
of determining the Maximum Rate. Additionally, to the maximum extent permitted
by applicable law now or hereafter in effect, Lender may, at its option and from
time to time, implement any other method of computing the Maximum Rate under the
Texas Finance Code, as supplemented by Texas Credit Title, or under other
applicable law, by giving notice, if required, to Borrower as provided by
applicable law now or hereafter in effect, and further subject to any right
Lender may have subsequently, under applicable law, to change the method of
determining the Maximum Rate.

         "Material Adverse Effect" means any act, omission, event or undertaking
which would, singly or in the aggregate, have a materially adverse effect upon
(a) the business, assets, properties, liabilities, condition (financial or
otherwise), or results of operations of Borrower and its Subsidiaries taken as a
whole, (b) the ability of Borrower to perform any obligations under this
Agreement or any other Loan Document to which it is a party, or (c) the
legality, validity, binding effect, enforceability or admissibility into
evidence of any Loan Document or the ability of Lender to enforce any rights or
remedies under or in connection with any Loan Document.

         "Money Borrowed" means (a) Indebtedness for money borrowed, (b)
Indebtedness (i) represented by notes payable and drafts accepted, that
represent extensions of credit, (ii) constituting obligations evidenced by
bonds, debentures, notes or similar instruments, or (iii) upon which interest
charges are customarily paid (other than trade Indebtedness) or that was issued
or assumed as full or partial payment for property, and (c) Indebtedness that
constitutes a Capitalized Lease Obligations, and (d) Indebtedness that is such
by virtue of CLAUSE (f) of the definition thereof, but only to the extent that
the obligations Guaranteed are obligations that would constitute Indebtedness
for Money Borrowed.

         "Multiemployer Plan" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA to which the Borrower or a Related Company is required to
contribute or has contributed within the immediately preceding 6 years.

         "Net Income" or "Net Loss" means, as applied to any Person, the net
income (or net loss)

                                       11
<PAGE>   17
of such Person for the period in question (after provision for income taxes)
determined in accordance with GAAP, provided that the impact of any
extraordinary gains, determined in accordance with GAAP, shall be excluded from
the determination of "Net Income" or "Net Loss".

         "Net Worth" of any Person means the total shareholders' equity
(including capital stock, additional paid-in capital and retained earnings,
after deducting treasury stock) which would appear as such on a balance sheet of
such Person prepared in accordance with GAAP, plus the principal amount of
Subordinated Indebtedness.

         "Non-Financed Capital Expenditures" means Capital Expenditures that are
made with funds other than funds obtained from a financial institution,
including without limitation Lender or an Affiliate of Lender for the specific
purpose of making such Capital Expenditure; provided, however, that Capital
Expenditures funded from the Revolving Credit Facility shall be considered
Non-Financed Capital Expenditures.

         "Notes" means the Revolving Note and the Term Note, and "Note" means
any of such Notes.

         "Notice of Borrowing" has the meaning set forth in SECTION 2.2.

         "Obligations" shall mean (i) all Loans or other Advances made by Lender
to Borrower pursuant to this Agreement or otherwise including, without
limitation, the Revolving Loan and the Term Loan, (ii) all future advances or
other value, of whatever class or for whatever purpose, at any time hereafter
made or given by Lender to Borrower, whether or not the advances or value are
given pursuant to commitment and whether or not Borrower is indebted to Lender
at the time of such advance; (iii) any and all other debts, liabilities and
duties of every kind and character of Borrower to Lender, whether now or
hereafter existing, and regardless of whether such present or future debts,
liabilities or duties are direct or indirect, primary or secondary, joint,
several, or joint and several, fixed or contingent, and regardless of whether
such present or future debts, liabilities or duties may, prior to their
acquisition by Lender, be or have been payable to, or be or have been in favor
of, some other Person or have been acquired by Lender in a transaction with one
other than Borrower (it being contemplated that Lender may make such
acquisitions from others), howsoever such Indebtedness shall arise or be
incurred or evidenced; (iv) any and all other debts, liabilities and duties of
every kind and character of Borrower to any Affiliate of Lender, whether now or
hereafter existing, and regardless of whether such present or future debts,
liabilities or duties are direct or indirect, primary or secondary, joint,
several, or joint and several, fixed or contingent, and regardless of whether
such present or future debts, liabilities or duties may, prior to their
acquisition by such Affiliate, be or have been payable to, or be or have been in
favor of, some other Person or have been acquired by such Affiliate in a
transaction with one other than Borrower (it being contemplated that Affiliates
of Lender may make such acquisitions from others), howsoever such Indebtedness
shall arise or be incurred or evidenced;

                                       12
<PAGE>   18
(v) interest on all of the debts, liabilities and duties set forth in (i), (ii),
(iii) and (iv) above; (vi) all costs, fees and expenses payable by Borrower to
Lender or any of its Affiliates pursuant to any of the Loan Documents, and (vii)
any and all renewals and extensions of the debts, liabilities and duties set
forth in (i), (ii), (iii), (iv), (v) and (vi) above, or any part thereof.

         "Obligor" means the Borrower, each party to the Loan Documents (other
than the Lender and the holders of the Subordinated Indebtedness), and each
other party at any time primarily or secondarily, directly or indirectly, liable
on any of the Obligations.

         "Operating Lease" means any lease (other than a lease constituting a
Capitalized Lease) of real or personal property determined in accordance with
GAAP.

         "PBGC" means the Pension Benefit Guaranty Corporation or any successor
agency.

         "Permitted Indebtedness" means (i) Indebtedness consisting of the sum
of (A) the purchase money Indebtedness outstanding on the Effective Date secured
solely by the property purchased plus (B) up to an additional $100,000 of such
purchase money debt for each fiscal year occurring after the date hereof (which
for the fiscal year ending June 30, 1999 shall be limited to an additional
$25,000 of purchase money debt), and (ii) Subordinated Indebtedness.

         "Permitted Investments" means Investments of Borrower in: (a)
negotiable certificates of deposit issued by the Lender, (b) any direct
obligation of the United States of America or any agency or instrumentality
thereof which has a remaining maturity at the time of purchase of not more than
one year and repurchase agreements relating to the same, (c) loans (including
loans to employees and officers) not to exceed $75,000 outstanding in the
aggregate at any one time, and (d) loans to Brudi Pacific, Inc. not to exceed
the sum of normal trade credit plus $250,000.

         "Permitted Liens" means: (a) Liens securing taxes, assessments and
other governmental charges or levies (excluding any Lien imposed pursuant to any
of the provisions of ERISA) or the claims of materialmen, mechanics, carriers,
warehousemen or landlords for labor, materials, supplies or rentals incurred in
the ordinary course of business, but (i) in all cases, only if payment shall not
at the time be required to be made in accordance with SECTION 7.4, and (ii) in
the case of warehousemen or landlords controlling locations where inventory is
located, only if such liens have been waived or subordinated to the security
interest of Lender in a manner satisfactory to Lender; (b) Liens consisting of
deposits or pledges made in the ordinary course of business in connection with,
or to secure payment of, obligations under workers' compensation, unemployment
insurance or similar legislation or under surety or performance bonds, in each
case arising in the ordinary course of business; (c) Liens constituting
encumbrances in the nature of zoning restrictions, easements and rights or
restrictions of record on the use of Borrower's real estate, which in the sole
judgment of the Lender do not materially detract from the value of such real
estate or impair the use thereof in the business of Borrower; (d) Liens of the
Lender arising under this Agreement and the other Loan Documents, (e) Liens
securing Permitted Indebtedness

                                       13
<PAGE>   19
consisting of purchase money Indebtedness and Liens securing Subordinated
Indebtedness, (f) Liens on the assets of Brudi Pacific, Inc., a wholly owned
subsidiary of Borrower, securing Indebtedness owed to Borrower, and (g) Liens
(not to exceed $100,000 in the aggregate) securing appeal and surety bonds.

         "Person" means an individual, corporation, limited liability company,
partnership, joint venture, association, trust or unincorporated organization or
a government or any agency or political subdivision thereof.

         "Prime Rate" means the per annum rate of interest publicly announced by
the Lender from time to time as its "prime or base rate". Any change in an
interest rate resulting from a change in the Prime Rate shall become effective
on the day such change is announced by Lender. The Prime Rate is a reference
used by the Lender in determining interest rates on certain loans and is not
intended to be the lowest rate of interest charged on any extension of credit to
any debtor.

         "Prohibited Distribution" by any Person means (a) the retirement,
redemption, purchase, or other acquisition for value of any capital stock or
other equity securities or partnership interests issued by such Person, (b) the
declaration or payment of any dividend or distribution on or with respect to any
such securities (excluding distributions made solely in shares of stock of the
same class) or partnership interests, and (c) any other payment by such Person
in respect of such securities or partnership interests.

         "Prohibited Payment" means (a) any redemption, repurchase or prepayment
or other retirement, prior to the stated maturity thereof or prior to the due
date of any regularly scheduled installment or amortization payment with respect
thereto, of any Indebtedness of a Person (other than the Obligations and trade
debt), (b) the payment by any Person of the principal amount of or interest on
any Indebtedness (other than trade debt or Subordinated Indebtedness) owing to
an Affiliate of such Person, and (c) any payment with respect to any
Subordinated Indebtedness that is made in violation of the terms of the
applicable Subordination Agreement.

         "Related Company" means, as to any Person, any (a) corporation which is
a member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as such Person, (b) partnership or other trade or
business (whether or not incorporated) under common control (within the meaning
of Section 414(c) of the Code) with such Person, or (c) member of the same
affiliated service group (within the meaning of Section 414(m) of the Code) as
such Person or any corporation described in CLAUSE (A) above or any partnership,
trade or business described in CLAUSE (B) above.

         "Reserve" at any time shall mean an amount from time to time
established by Lender in its sole discretion as a reserve in reduction of the
Borrowing Base in respect of contingencies or other potential factors which, in
the event they should occur, could adversely affect or otherwise

                                       14
<PAGE>   20
reduce the anticipated amount of timely collections in payment of Eligible
Accounts or the value (whether at cost, market or orderly liquidation value) of
Eligible Inventory. The "Reserve," if any from time to time, does not represent
cash funds.

         "Revolving Loan" means the Advances made to Borrower pursuant to
SECTION 2.1.

         "Revolving Credit Facility" shall mean the revolving loan facility made
available to Borrower hereunder.

         "Revolving Note" means the promissory note executed by the Borrower and
made payable to the order of the Lender evidencing the obligation of the
Borrower to repay the Revolving Loan (and any renewal, extension, increase, or
modification thereof).

         "Schedule of Accounts" means a schedule delivered by Borrower to the
Lender pursuant to the provisions of SECTION 8.3(A).

         "Schedule of Inventory" means a schedule delivered by Borrower to the
Lender pursuant to the provisions of SECTION 8.3(C).

         "Solvent" means, when used in connection with any Person, that such
Person has assets of a fair value which exceeds the amount required to pay its
debts (including contingent, subordinated, unmatured and unliquidated
liabilities) as they become absolute and matured, and such Person is able to and
anticipates that it will be able to meet its debts as they mature and has
adequate capital to conduct the business in which it is or proposes to be
engaged.

         "Subordination Agreement" means the written agreement, in form and
substance acceptable to Lender, executed between Borrower and the holder of the
Subordinated Indebtedness to evidence the subordination of the Indebtedness
described therein to the Obligations.

         "Subordinated Indebtedness" means Indebtedness of Borrower that has
been subordinated to the Obligations pursuant to a written subordination
agreement, in form and substance acceptable to Lender, executed by Lender and
the holders of such Indebtedness.

         "Subsidiary" means, with respect to any Person that is a corporation,
any other corporation or limited liability company in which such Person directly
or indirectly owns 50% or more of any class of voting stock or ownership
interest, whether of record or beneficially, and includes any Subsidiary of such
other corporation or limited liability company or its Subsidiaries.

         "Tangible Net Worth" means, as applied to any Person, the Net Worth of
such Person at the time in question, after deducting therefrom amounts due from
Affiliates and shareholders of such Person and all other items which should
properly be treated as intangibles in accordance

                                       15
<PAGE>   21
with GAAP.

         "Term Loan" means the loan made to Borrower pursuant to SECTION 2.5.

         "Term Note" means the promissory note executed by the Borrower and made
payable to the order of the Lender evidencing the obligation of the Borrower to
repay the Term Loan (and any renewal, extension, increase, or modification
thereof)

         "Termination Date" means APRIL 20, 2002.

         "Termination Event" means (a) a "Reportable Event" as defined in
Section 4043(b) of ERISA, but excluding any such event as to which the provision
for 30 days' notice to the PBGC is waived under applicable regulations, (b) the
filing of a notice of intent to terminate a Benefit Plan or the treatment of a
Benefit Plan amendment as a termination under Section 4041 of ERISA, or (c) the
institution of proceedings to terminate a Benefit Plan by the PBGC under Section
4042 of ERISA or the appointment of a trustee to administer any Benefit Plan.

         "UCC" means the Uniform Commercial Code as in effect from time to time
in the State of Texas.

         "Unfunded Vested Accrued Benefits" means, with respect to any Benefit
Plan at any time, the amount (if any) by which (a) the present value of all
vested nonforfeitable benefits under such Benefit Plan exceeds (b) the fair
market value of all Benefit Plan assets allocable to such benefits, as
determined using such reasonable actuarial assumptions and methods as are
specified in the Schedule B (Actuarial Information) to the most recent Annual
Report (Form 5500) filed with respect to such Benefit Plan.

         Section 1.2 Additional Terms Related to Definitions.

         (a) All terms defined in this Agreement shall have the above
established definitions when used in any other Loan Documents, unless otherwise
expressly set forth therein.

         (b) All accounting terms not specifically defined herein shall have the
meanings generally attributed to such terms under GAAP.

         (c) The words "hereof", "herein" and "hereunder" and similar words when
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provisions of this Agreement.

         (d) Titles of Articles and Sections in this Agreement are for
convenience only and neither limit nor amplify the provisions of this Agreement.



                                       16
<PAGE>   22
         (e) Whenever the phrase "to the knowledge of the Borrower" or similar
words are used herein, such phrase shall mean and refer to (i) the actual
knowledge of any of the officers of Borrower, or (ii) the knowledge that such
officers would have obtained if they had engaged in good faith in the diligent
performance of their duties, including the making of such reasonable inquiries
as would a prudent person.

         (f) The terms accounts, chattel paper, contract rights, deposit
account, documents, equipment, general intangibles, instruments, investment
property, general intangibles, goods and inventory, as and when used (without
being capitalized) in this Agreement or the Loan Documents, shall have the
meanings given to such terms in the UCC.

         Section 1.3 Exhibits and Schedules. All Exhibits and Schedules attached
hereto are by reference made a part hereof.

                                   ARTICLE II
                REVOLVING CREDIT FACILITY AND TERM LOAN FACILITY

         Section 2.1 Revolving Loan. Subject to the terms and conditions of this
Agreement, the Lender shall make Advances under the Revolving Loan to Borrower
from time to time from the Effective Date to the Termination Date, as Borrower
may request in accordance with SECTION 2.2, in an aggregate principal amount
outstanding not to exceed at any time the LESSER OF (a) the Committed Sum MINUS
the Financial Accommodations Reserve AND MINUS the Reserve, OR (b) the Borrowing
Base. Borrower may borrow, repay and reborrow the principal of the Revolving
Loan in accordance with the terms of this Agreement.

         Section 2.2 Advances Under the Revolving Loan. A request for an Advance
under the Revolving Loan shall be made, or shall be deemed to be made, in the
following manner:

                  (i) Borrower may request an Advance under the Revolving Loan
by notifying the Lender (a "NOTICE OF BORROWING"), before 12:00 noon (Central
time) on the proposed borrowing date, of its intention to borrow and specifying
the effective date and amount of such proposed Advance. Any Notice of Borrowing
may be made by telephone and confirmed in writing (including facsimile) with
each writing being in a form acceptable to the Lender, PROVIDED that the failure
to provide written confirmation shall not invalidate any telephonic notice and,
if such written confirmation differs in any respect from the action taken by the
Lender, the records of the Lender shall control absent manifest error.

                  (ii) Whenever a check is presented to the Lender for payment
against an account of Borrower maintained with Lender in an amount greater than
the then available balance in such account, such presentation shall be deemed to
be a request for an Advance under the Revolving Loan on the date of such
presentment in an amount equal to the excess of such check over such available
balance, and such request shall be irrevocable. Lender shall not,


                                       17
<PAGE>   23
however, have any obligation to make any Advances to cover any overdrafts and
any such Advances shall be made in the sole discretion of Lender.

                  (iii) Unless payment is otherwise made by the Borrower, the
becoming due of any amount required to be paid under any Loan Document
(including principal and/or interest under the Notes) or of any Obligation shall
be deemed to be a request for an Advance under the Revolving Loan on the due
date in the amount required to pay such amount, and such request shall be
irrevocable.

                  (iv) Whenever a drawing is made under a Letter of Credit or a
Banker's Acceptance and Borrower fails to reimburse the Lender therefor, such
failure to reimburse shall be deemed to be a request for an Advance under the
Revolving Loan in the amount so unreimbursed.

         Section 2.3 Repayment of the Revolving Loan. The Revolving Loan shall
be repaid as follows: (a) the outstanding principal amount of, and all accrued
and unpaid interest on, the Revolving Loan is due and payable on the Termination
Date; (b) if at any time the aggregate unpaid principal amount of the Revolving
Loan exceeds the lesser of (i) the Committed Sum MINUS the Financial
Accommodations Reserve and MINUS the Reserve, or (ii) the Borrowing Base,
Borrower shall repay the Revolving Loan in the amount of such excess, together
with accrued and unpaid interest on the amount repaid to the date of repayment;
and (c) the Borrower hereby instructs the Lender to repay the Revolving Loan on
any day in an amount equal to the amount received by the Lender on such day
pursuant to SECTION 6.3.

         Section 2.4 Revolving Note. The Revolving Loan shall be evidenced by
the Revolving Note.

         Section 2.5 Term Loan. Upon the terms and conditions of this Agreement,
the Lender agrees to make a Term Loan to Borrower on the Effective Date in the
amount of $4,850,000.

         Section 2.6 Repayment of Term Loan. The Term Loan is due and payable as
follows: (i) accrued and unpaid interest, calculated at the rate set forth in
SECTION 3.1, shall be due and payable commencing on MAY 1, 1999, and continuing
on the first (1st) day of each month thereafter, and (ii) principal installments
in the amount of $51,196 each, shall be due and payable commencing on AUGUST 1,
1999, and continuing on the first (1st) day of each month thereafter until APRIL
20, 2002, when the then unpaid balance of Term Loan, together with all accrued
and unpaid interest, shall be due and payable in full.

         Section 2.7 Term Note. The Term Loan and the obligation of Borrower to
repay such Loan shall be evidenced by the Term Note.

         Section 2.8 Disbursement of Loans. The Borrower hereby irrevocably
authorizes the


                                       18
<PAGE>   24
Lender to disburse the proceeds of Loans requested, or deemed to be requested,
pursuant to this ARTICLE II as follows: (i) the proceeds of the Term Loan and
each Advance requested under SECTION 2.2 (i) OR (ii) shall be disbursed by the
Lender in lawful money of the United States of America in immediately available
funds, (A) in the case of the Term Loan and the initial Advance under the
Revolving Loan, in accordance with the terms of the written instructions from
the Borrower to the Lender, and (B) in the case of each subsequent Advance, by
credit to such account of Borrower maintained with Lender or any Affiliate(s) of
Lender as may be agreed upon by Borrower and the Lender from time to time; and
(ii) the proceeds of each Advance requested under SECTION 2.2(iii) OR (iv) shall
be disbursed by the Lender by way of direct payment of the relevant principal,
interest or other Obligation, as the case may be.

         Section 2.9  Mandatory Prepayment. Upon any sale by Borrower of any of
its equipment, any and all amounts received by Borrower as proceeds from the
sale of any such equipment shall either (i) be paid, promptly upon receipt by
Borrower, to the Lender, for application to the principal installments of the
Term Loan in the inverse order of maturity, or (ii) be used, promptly upon
receipt by Borrower, for the purchase of replacement equipment free and clear of
any Liens other than the Liens in favor of Lender. Borrower shall also be
obligated to prepay the Term Loan in full together with accrued and unpaid
interest thereon upon any termination of this Agreement pursuant to SECTION 3.5
or otherwise or upon any acceleration of the Term Loan or the Revolving Loans
pursuant to ARTICLE X.

         Section 2.10 Financial Accommodations. Upon the terms and conditions of
this Agreement, Lender shall, from time to time, upon request by Borrower, issue
Letters of Credit and Banker's Acceptances for the account of Borrower provided
that (i) the maximum undrawn face amount of all Letters of Credit and Banker's
Acceptances outstanding at any time (including the amount of the requested
Letter of Credit or Banker's Acceptance) shall not exceed $500,000, (ii)
Borrower would be entitled to an advance under SECTION 2.1 in the amount of the
requested Letter of Credit or Banker's Acceptance, (iii) the Letter of Credit or
Banker's Acceptance is for a business purpose, and (iv) any Letter of Credit or
Banker's Acceptance issued hereunder shall terminate on or before the
Termination Date. As a condition to the issuance of any Letter of Credit,
Borrower shall execute and deliver to Lender its customary Letter of Credit
application and shall pay to Lender upon issuance of such Letter of Credit, in
addition to clerical issuance and transaction costs charged by Lender, a Letter
of Credit fee as provided therein, in an amount equal to THREE PERCENT (3%) PER
ANNUM of the unfunded face amount thereof. As a condition to the issuance of any
Banker's Acceptance, Borrower shall execute and deliver to Lender such documents
as it may request and pay to Lender upon the issuance of such Banker's
Acceptance, in addition to clerical issuance and transaction costs charged by
Lender, a Banker's Acceptance fee in the amount required by Lender. Each Letter
of Credit and Banker's Acceptance shall be issued in a form satisfactory to
Lender.

                                   ARTICLE III
                   GENERAL LOAN PROVISIONS; FEES AND EXPENSES


                                       19
<PAGE>   25
         Section 3.1 Interest.

         (a) Loans. Borrower will pay interest on the unpaid principal amount of
the Revolving Loan and the Term Loan at a rate per annum equal to the LESSER OF
(A) the Maximum Rate, OR (B) Contract Rate, payable monthly in arrears on the
first day of each calendar month commencing May 1, 1999, and computed by
applying the ratio of the annual interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding.

         (b) Other Obligations. The Borrower shall pay interest on the unpaid
principal amount of each Obligation other than a Loan for each day from the day
such Obligation becomes due and payable until such Obligation is paid at the
LESSER OF (A) the Maximum Rate, OR (B) the Contract Rate, payable on demand.

         (c) Default Rate. From and after the occurrence of an Event of Default,
the unpaid principal amount of each Obligation shall, at the option of Lender,
bear interest until paid in full (or, if earlier, until such Event of Default is
cured or waived in writing by the Lender) at a rate per annum equal to the
LESSER OF (A) the Maximum Rate, OR (B) the Default Rate, payable on demand. The
interest rate provided for in this SECTION 3.1(c) shall to the extent permitted
by applicable law apply to and accrue on the amount of any judgment entered by a
court of competent jurisdiction with respect to any Obligation and shall
continue to accrue at such rate during any proceeding described in SECTION
10.1(e) or (f).

         (d) Usury Savings Clause. This Agreement, the Notes and all of the
other Loan Documents are intended to be performed in accordance with, and only
to the extent permitted by, all applicable usury laws. If any provision hereof
or of any of the other Loan Documents or the application thereof to any Person
or circumstance shall, for any reason and to any extent, be invalid or
unenforceable, NEITHER THE APPLICATION OF SUCH PROVISION TO ANY OTHER PERSON OR
CIRCUMSTANCE NOR THE REMAINDER OF THE INSTRUMENT IN WHICH SUCH PROVISION IS
CONTAINED SHALL BE AFFECTED THEREBY AND shall be enforced to the greatest extent
permitted by law. It is expressly stipulated and agreed to be the intent of
Lender and Borrower to comply at all times with the usury and other applicable
laws now or hereafter governing the interest payable on the Obligations. If the
applicable law is ever revised, repealed or judicially interpreted so as to
render usurious any amount called for under the Obligations or under any of the
Loan Documents, or contracted for, charged, taken, reserved or received with
respect to the Obligations, or if the acceleration of the maturity of
Obligations, or if any prepayment by Borrower results in Borrower having paid
any interest in excess of that permitted by law, then it is the express intent
of Borrower and Lender that all excess amounts theretofore collected by Lender
be credited on the principal balance of the Obligations (or, if the Obligations
have been paid in full, repaid to Borrower), and the provisions of the Loan
Documents immediately shall be deemed reformed and the amounts thereafter
collectable thereunder reduced, without the


                                       20
<PAGE>   26
necessity of the execution of any new document, so as to comply with the then
applicable law, but so as to permit the recovery of the fullest amount otherwise
called for hereunder or thereunder. All sums paid, or agreed to be paid, by
Borrower for the use, forbearance, detention, taking, charging, receiving or
reserving to Lender under the Notes or arising under or pursuant to the other
Loan Documents shall, to the maximum extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the full term of such
indebtedness until payment in full so that the rate or amount of interest on
account of such indebtedness does not exceed the usury ceiling from time to time
in effect and applicable to such indebtedness for so long as such indebtedness
is outstanding. To the extent federal law permits Lender to contract for, charge
or receive a greater amount of interest, Lender will rely on federal law instead
of the Texas Finance Code, as supplemented by Texas Credit Title for the purpose
of determining the Maximum Rate. Additionally, to the maximum extent permitted
by applicable law now or hereafter in effect, Lender may, at its option and from
time to time, implement any other method of computing the Maximum Rate under the
Texas Finance Code, as supplemented by Texas Credit Title, or under other
applicable law by giving notice, if required, to Borrower as provided by
applicable law now or hereafter in effect. Notwithstanding anything to the
contrary contained herein or in any of the other Loan Documents, it is not the
intention of Lender to accelerate the maturity of any interest that has not
accrued at the time of such acceleration or to collect unearned interest at the
time of such acceleration.

         In no event shall Chapter 346 of the Texas Finance Code (which
regulates certain revolving loan accounts and revolving tri-party accounts)
apply to this Agreement or the Loans. To the extent that Chapter 303 of the
Texas Finance Code is applicable to the Loans or the Notes, the "WEEKLY CEILING"
specified in Chapter 303 is the applicable ceiling; provided that, if any
applicable law permits greater interest, the law permitting the greatest
interest shall apply.

         Section 3.2 Fees and Expenses.

         (a) Unused Facility Fee. As consideration for the Lender's commitment
hereunder, Borrower agrees to pay to Lender an unused facility fee equal to ONE
QUARTER PERCENT (0.25%) per annum of the average daily unused portion of the
Committed Sum in effect from time to time, payable monthly in arrears, beginning
May 1, 1999, and continuing on the first day of each month thereafter during the
term of this Agreement and on the Termination Date.

         (b) Commitment Fee. Subject to SECTION 3.1(d), on the Agreement Date
the Borrower shall pay to the Lender a commitment fee in the amount of $46,875
in consideration for Lender's agreement to make the Loans in accordance with the
terms of this Agreement and in order to compensate the Lender for the costs
associated with the Revolving Loan and the Term Loan. Such fee is in addition to
the expenses that the Borrower has agreed to pay elsewhere in this Agreement.

         (c) Letter of Credit and Banker's Acceptance Fees. See SECTION 2.10.


                                       21
<PAGE>   27
         (d) Early Termination fees. See SECTION 3.5(b).

         (e) Expenses. See SECTION 11.2.

         (f) General. To the extent permitted under applicable law, Borrower and
Lender agree that all fees are for compensation for Lender's commitment to make
Advances hereunder and for services and are not interest or a charge for the
use, forbearance or detention of money. All fees shall be fully earned by the
Lender when due and shall not be subject to refund or rebate. BORROWER HEREBY
AUTHORIZES THE LENDER TO INCREASE THE PRINCIPAL AMOUNT OF THE REVOLVING LOAN IN
THE AMOUNT OF ANY FEES AND EXPENSES OWED BY THE BORROWER THAT ARE NOT PAID WHEN
DUE.

         Section 3.3 Manner of Payment. (a) Each payment by Borrower on account
of the principal of or interest on the Loans or of any fee or other amount
payable to the Lender shall be made not later than 1:00 p.m. (Dallas, Texas
time) on the applicable due date (or if such day is not a Business Day, the next
succeeding Business Day). All payments shall be made to the Lender at the
Lender's Office, in Dollars, in immediately available funds and shall be made
without any setoff, counterclaim or deduction whatsoever.

         (b) Borrower hereby irrevocably authorizes the Lender and each
Affiliate of the Lender to charge any account of Borrower maintained with the
Lender or such Affiliate with such amounts as may be necessary from time to time
to pay any Obligations which are not paid when due.

         Section 3.4 Records. The date and amount of each Advance made hereunder
and each payment of principal, interest, costs, fees and expenses shall be
maintained by the Lender in its records. All statements of account rendered by
Lender to Borrower relating to the Obligations shall, in the absence of manifest
error, be presumed to be correct unless, within thirty (30) days after receipt
thereof by Borrower, Borrower shall deliver to Lender written objection to such
statement, specifying the errors contained therein.

         Section 3.5 Termination of Agreement.

         (a) Required Payments. On the Termination Date, the Borrower shall pay
to the Lender (i) the aggregate amount of all Loans outstanding on such date,
(ii) accrued and unpaid interest on such Loans, (iii) all fees accrued and
unpaid pursuant to SECTION 3.2 through the Termination Date, (iv) any amounts
payable to the Lender pursuant to the other provisions of this Agreement,
including, without limitation, SECTIONS 10.2, 11.2 and 11.8, (v) any and all
other Obligations then outstanding, and (vi) an amount equal to the Financial
Accommodations Reserve to be held by the Lender as cash collateral security for
the payment of any outstanding Letter of Credit or Banker's Acceptance. Further,
Borrower shall provide to Lender an


                                       22
<PAGE>   28
indemnification agreement in form and substance satisfactory to the Lender with
respect to returned and dishonored items and such other matters as the Lender
shall require.

         (b) Early Termination. Upon 60 days prior written notice to the Lender,
the Borrower may terminate this Agreement prior to the Termination Date. If
Borrower terminates this Agreement prior to the Termination Date, Borrower
acknowledges that (i) such termination would result in the loss to Lender of the
benefits of this Agreement and that the damages incurred by Lender as a result
of such termination are and would be difficult of ascertainment, and (ii) no
such termination shall be effective until Borrower has paid to Lender all of the
Obligations in immediately available funds, together with a sum certain as
liquidated damages. Such liquidated damages, being Borrower' and Lender's best
and fairest estimate of Lender's damages caused by such termination, shall be
equal to (i) $75,000 if the termination occurs on or prior to the first
anniversary of the Agreement Date, (ii) $50,000 if the termination occurs after
the first anniversary of the Agreement Date but on or prior to the second
anniversary of the Agreement Date, and (iii) $25,000 if the termination occurs
after the second anniversary of the Agreement Date. Notwithstanding the
foregoing, no early termination fee (other than any unpaid paid fees owed under
SECTION 3.2(b) above) shall be payable in the event that Bank One, Texas, N.A.
corporate banking group refinances the Loans in full with a conventional bank
facility.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

         Section 4.1 Conditions Precedent. Notwithstanding any other provision
of this Agreement, the Lender's obligation to make the first Advance under the
Revolving Loan or any Advance under the Term Loan is subject to the fulfillment
of each of the conditions precedent set forth in SECTIONS 4.2 and 4.3 prior to
or contemporaneously with the making of such Advance.

         Section 4.2 Closing Documents. The Lender shall have received each of
the following, all of which shall be satisfactory in form and substance to the
Lender and its counsel:

         (1)      This Agreement;

         (2)      The Notes;

         (3)      A certified copy of the articles of incorporation, and all
                  amendments thereto, of Borrower, issued by the Secretary of
                  State of the state of Borrower's incorporation together with a
                  certificate of existence and good standing for Borrower issued
                  by the such Secretary of State or the Comptroller of such
                  State, as appropriate;

         (4)      A copy of the bylaws, and all amendments thereto, of Borrower;

         (5)      Certification of incumbency of all officers of Borrower,
                  certifying the name and

                                       23
<PAGE>   29
                  signature of each such officer;

         (6)      Corporate resolutions of Borrower duly adopted by Borrower's
                  board of directors;

         (7)      Certification by each jurisdiction in which Borrower is
                  qualified (or is required to be qualified) as a foreign
                  corporation to transact business, to the effect that Borrower
                  is in good standing with respect to payment of franchise and
                  similar taxes in such states;

         (8)      All financing statements required by Lender in connection with
                  perfection of Lender's security interests in the Collateral
                  and all termination statements and other amendments to
                  financing statements required by Lender to make Lender's
                  security interest in the Collateral a first priority (and
                  only) security interest therein subject, however, to the
                  Permitted Liens;

         (9)      Evidence of insurance in compliance with the requirements of
                  this Agreement and such loss payable endorsements as may be
                  required by Lender;

         (10)     Executed landlord's waivers and consents for each location
                  leased by Borrower and a mortgagee's waiver for each location
                  owned by Borrower;

         (11)     A Schedule of Inventory, a Schedule of Accounts and a Schedule
                  of Equipment, each prepared as of a recent date;

         (12)     Such Blocked Account Agreements as shall be required by the
                  Lender duly executed by the applicable Collecting Bank and
                  Borrower together with such Lockbox agreements as Lender shall
                  require;

         (13)     A Borrowing Base Certificate prepared as of the Effective Date
                  duly executed and delivered by the chief financial officer of
                  the Borrower;

         (14)     A letter from Borrower to the Lender requesting the first
                  Advance under each Loan to Borrower and specifying the method
                  of disbursement;

         (15)     Copies of all the financial statements referred to in SECTION
                  5.1(k) and meeting the requirements thereof;

         (16)     A certificate of the President of Borrower stating that, to
                  the best of his knowledge and based on an examination
                  sufficient to enable him to make an informed statement, (a)
                  all of the representations and warranties made or deemed to be
                  made under this Agreement are true and correct as of the
                  Effective Date, both with and without giving effect to the
                  Loans to be made at such time and the application of the
                  proceeds thereof, and (b) no Default or Event of Default has


                                       24
<PAGE>   30
                  occurred and is continuing;

         (17)     A signed opinion of Mayor, Day, Caldwell and Keeton and such
                  local counsel as the Lender shall deem necessary or desirable;

         (18)     Each of the other Loan Documents duly executed by the parties
                  thereto;

         (19)     Evidence reasonably satisfactory to Lender that after giving
                  effect to the transactions contemplated herein that Borrower
                  is Solvent;

         (20)     A validity assurance agreement of D. M. Buchanan and D. Eugene
                  Peters;

         (21)     Satisfactory review by Lender of all licenses, contracts and
                  contingent liabilities;

         (22)     Receipt and approval of the consolidated and consolidating
                  financial statements for Borrower for the period ending
                  February 28, 1999;

         (23)     Borrower shall have not less than $600,000 in excess
                  availability under the Revolving Facility at closing after
                  giving effect to the Advances to be made at Closing;

         (24)     An title insurance policy on the real estate owned by Borrower
                  and located in Texas and Arkansas, with such exceptions to
                  title as are acceptable to Lender;

         (25)     A survey of each tract of real property of Borrower located in
                  Texas and Arkansas;

         (26)     A deed of trust or mortgage on each tract of real property
                  located in Texas and Arkansas granting to Lender a first lien
                  therein and the deposit with the title company of a sufficient
                  amount to pay all delinquent real estate taxes on such
                  properties;

         (27)     A Subordination Agreement executed by each holder of
                  Indebtedness for Money Borrowed of Borrower;

         (28)     An assignment of patents and trademarks assigning to Lender
                  the patents and trademarks described on SCHEDULE 5.1 (z); and

         (29)     Such other agreements, documents, instruments, certificates
                  and financing statements as Lender may require.

         Section 4.3 Conditions to Subsequent Advances. The obligation of Lender
to make


                                       25
<PAGE>   31
each Advance subsequent to the initial Advance is subject to the following
conditions precedent:

                  (a) Conditions to First Advance. All of the conditions
         precedent set forth in Section 4.2 were satisfied prior to the making
         of the initial Advance.

                  (b) No Defaults. As of the date of the making of the requested
         Advance, there exists no Default or Event of Default.

                  (c) Notice of Borrowing; Borrowing Base Report. Lender shall
         have received from Borrower (i) a duly executed Notice of Borrowing
         dated as of the date of the requested Advance, and (ii) a Borrowing
         Base Certificate executed by Borrower prepared as of a date not more
         than five (5) Business Days prior to the date of the requested Advance.

                  (d) Representations and Warranties. The representations and
         warranties contained in ARTICLE V hereof and in each of the other Loan
         documents shall be true in all material respects on the date of making
         of such Advance, with the same force and effect as though made on and
         as of such date.

                  (f) Adverse Change. No changes having a Material Adverse
         Effect (or that could reasonably be expected to cause or have a
         Material Adverse Effect) have occurred since the date of the financial
         statements referenced in SECTION 5.1(k).

         Section 4.4 No Waiver. Except as otherwise set forth in writing, no
Advance shall constitute a waiver of any condition precedent to the obligation
of Lender to make any further Advance or preclude Lender from thereafter
declaring the failure of Borrower to satisfy such condition precedent to be an
Event of Default.

         Section 4.5 Conditions Precedent for the Benefit of Lender. All
conditions precedent to the obligation of Lender to make Advances are for the
benefit of Lender.

         Section 4.6 Effect of Notice of Borrowing. Each Notice of Borrowing
shall be deemed to be a representation and warranty by Borrower that the matters
set forth in SECTION 4.3 are true and correct as of the date of the requested
Advance.

                                    ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

         Section 5.1 Representations and Warranties. The Borrower jointly and
severally represent and warrant to the Lender as follows:

         (a) Organization; Power; Qualification. Borrower is a corporation duly
organized,


                                       26
<PAGE>   32
validly existing and in good standing under the laws of the state of its
incorporation and is authorized to do business in each other state in which the
nature of its properties or its activities requires such authorization. The
jurisdictions in which Borrower is qualified to do business as a foreign
corporation are listed on SCHEDULE 5.1(a).

         (b) Authorization; Enforceability. Borrower has the corporate power and
authority to, and is duly authorized to, execute and deliver the Loan Documents
to be executed by Borrower. All of the Loan Documents to which Borrower is a
party, constitute the legal, valid and binding obligations of Borrower,
enforceable in accordance with their terms, except as limited by bankruptcy,
insolvency or similar laws of general application relating to the enforcement of
creditors' rights generally.

         (c) Subsidiaries; Ownership. Except as shown SCHEDULE 5.1(c), Borrower
does not have any Subsidiaries. The outstanding stock of Borrower has been duly
and validly issued and is fully paid and nonassessable and, as of the date
hereof, the number and owners of such shares of capital stock are set forth on
SCHEDULE 5.1(c).

         (d) Conflicts. Neither the execution and delivery of the Loan
Documents, nor consummation of any of the transactions therein contemplated nor
compliance with the terms and provisions thereof, will contravene any provision
of law, statute, rule or regulation to which Borrower or any Obligor or is
subject or any judgment, decree, license, order or permit applicable to Borrower
or any Obligor or will conflict or be inconsistent with, or will result in any
breach of any of the terms of the covenants, conditions or provisions of, or
constitute a delay under, or result in the creation or imposition of a Lien
(except Liens in favor of Lender) upon, any of the property or assets of
Borrower or any Obligor pursuant to the terms of any indenture, mortgage, deed
of trust, agreement or other instrument to which Borrower or any Obligor is a
party or by which Borrower or any Obligor may be bound or subject, or violate
any provision of the Articles of Incorporation or bylaws of Borrower or any
Obligor.

         (e) Consents, Governmental Approvals, Etc. No Governmental Approval nor
any consent, approval, authorization or order of any third Person (other than
those which have been obtained prior to the date hereof and of which Borrower
have notified Lender in writing on the date of the making of this representation
and warranty) is required in connection with the execution, delivery and
performance by Borrower and each Obligor of the Loan Documents executed by such
Person. Borrower is in compliance with all applicable Governmental Approvals and
in compliance with all other applicable laws including, without limitation, all
Environmental Laws and all applicable occupational health and safety laws the
noncompliance with which would reasonably be expected to have a Material Adverse
Effect.

         (f) Business. Borrower is engaged principally in the business of the
manufacture of materials handling equipment and accessories.


                                       27
<PAGE>   33
         (g) Title; Liens. Except for items described in SCHEDULE 5.1(g) and for
Permitted Liens, all of the properties and assets of Borrower are free and clear
of all Liens and other adverse claims of any nature, and Borrower has good and
marketable title to such properties and assets. Other than financing statements
in favor of Lender, no financing statement is on file under the Uniform
Commercial Code of any state naming Borrower as "Debtor". Each Lien granted, or
intended to be granted, to Lender pursuant to the Loan Documents is a valid,
enforceable, perfected, first priority lien and security interest, subject only
to Permitted Liens.

         (h) Indebtedness and Guaranties. Set forth on SCHEDULE 5.1(h) is a
complete and correct listing of all of Borrower's (i) Indebtedness for Money
Borrowed, and (ii) Guaranties. Borrower is not in default of any provision of
any agreement evidencing or relating to such any such Indebtedness or Guaranty.

         (i) Suits, Actions, Etc.. Except as disclosed on SCHEDULE 5.1 (i),
there are no actions, suits, or proceedings pending or, to the knowledge of
Borrower, threatened in any court or before or by any Governmental Authority
against or affecting Borrower, any Obligor or any of the Collateral that would
reasonably be expected to have a Material Adverse Effect.

         (j) Tax Returns and Payments. All tax returns required to be filed by
Borrower in any jurisdiction have been filed and all taxes (including property
taxes), assessments, fees and other governmental charges upon Borrower or upon
any of its properties, income or franchises have been paid prior to the time
that such taxes could give rise to a lien thereon, except for any such
nonpayment which is at the time permitted under SECTION 7.4.

         (k) Financial Condition. Borrower has delivered to Lender copies of (i)
the consolidated balance sheet of Borrower for its fiscal year ending, June 30,
1998, and the related statements of income and retained earnings for the year
ended on such date, and (ii) its unaudited balance sheet as of February 28,
1999, and the related statement of income for the eight month period then ended;
such financial statements fairly present the financial condition of Borrower as
of such date and have been prepared in accordance with GAAP (except for the
omission of footnotes). As of the date hereof, there are no obligations,
liabilities or Indebtedness (including contingent and indirect liabilities and
obligations or unusual forward or long-term commitments) of Borrower which are
not reflected in such financial statements; and no event or circumstance has
occurred since the date of such financial statements which has had or could
reasonably be expected to have a Material Adverse Effect.

         (l) ERISA. Neither Borrower nor any Related Company maintains or
contributes to any Benefit Plan other than those listed on SCHEDULE 5.1(l).
Further, (i) no Reportable Event (is defined in ERISA) has occurred and is
continuing with respect to any Benefit Plan, (ii) the PBGC has not instituted
proceedings to terminate any Benefit Plan, (iii) neither Borrower nor any
duly-appointed administrator of any Benefit Plan (A) has incurred any liability
to the PBGC with respect to any Benefit Plan other than for premiums not yet due
or payable, or (B) has


                                       28
<PAGE>   34
instituted or intends to institute proceedings to terminate any Benefit Plan
under Sections 4041 or 4041A of ERISA or withdraw from any Multi-Employer
Pension Plan (as that term is defined in Section 3(37) of ERISA), (iv) each
Benefit Plan of Borrower has been maintained and funded in all material respects
in accordance with its terms and with all provisions of ERISA applicable
thereto, and (v) no material liability to the PBGC or to a Multiemployer Plan
has been, or is expected by Borrower to be, incurred by Borrower or any Related
Company.

         (m) Defaults. No Default or Event of Default has occurred and is
continuing.

         (n) No Untrue Statements. No certificate or statement delivered to
Lender by Borrower or any Obligor in connection herewith contains any untrue
statement of a material fact or fails to state any material fact necessary to
keep the statements contained therein from being materially misleading. To the
best of Borrower's knowledge, there is no existing fact or condition that has
not been disclosed to Lender in writing which could reasonably be expected to
have a Material Adverse Effect.

         (o) Solvency. After giving effect to the transactions contemplated by
this Agreement, Borrower is Solvent.

         (p) Accounts. All Accounts of Borrower now or hereafter listed or
referred to on any Borrowing Base Certificate delivered to Lender are Eligible
Accounts as of the date of such report unless otherwise indicated in such
report.

         (q) Inventory. All inventory included in any Borrowing Base Certificate
is Eligible Inventory, except as disclosed in such Borrowing Base Certificate.
All inventory of Borrower is in good condition and is currently saleable in the
normal course of Borrower's business. Set forth on SCHEDULE 5.1(q) is (i) the
address of each facility at which inventory is located, and (ii) if the facility
is leased or is a third party warehouse or processor location, the name of the
landlord or such third party warehouseman or processor. All inventory is located
on the premises set forth on SCHEDULE 5.1(q) or is in transit to one of such
locations, except as otherwise disclosed in writing to the Lender.

         (r) Equipment. All equipment is in good order and repair in all
material respects. Set forth on SCHEDULE 5.1(r) is (i) the address of each
facility at which equipment (other than motor vehicles) is located, and (ii) if
such facility is leased, the name of the landlord. Except as set forth on
SECTION 5.1(r), within the past five (5) years no equipment has been located at
any other location.

         (s) Place of Business. The place of business of Borrower (or if
Borrower has more than one place of business, its chief executive office) is at
the address or addresses set forth on SCHEDULE 5.1 (s) and the books and records
relating to the accounts are located at the address or addresses set forth on
SCHEDULE 5.1(s). Except as set forth on SCHEDULE 5.1(s), Borrower has not


                                       29
<PAGE>   35
maintained its chief executive office or the books and records relating to any
accounts at any other address at any time during the previous five (5) years.

         (t) Corporate and Fictitious Names; Trade Names. Except as disclosed on
SCHEDULE 5.1 (t), Borrower has not, during the five (5) years preceding the date
hereof, (i) been known as or used any other corporate, fictitious or tradenames,
(ii) been the surviving corporation of a merger or consolidation, or (iii)
acquired all or substantially all of the assets of any Person.

         (u) Federal Regulations. Borrower is not (i) engaged, principally or as
one of its important activities, in the business of extending credit for the
purpose of "purchasing" or "carrying" any "margin stock" (as each of the quoted
terms is defined or used in Regulations G and U of the Board of Governors of the
Federal Reserve System), or (ii) an "investment company" or a company
"controlled" by an "investment company" (as each of the quoted terms is defined
or used in the Investment Company Act of 1940, as amended).

         (v) Employee Relations. Borrower is not aware of any pending,
threatened or contemplated strikes, work stoppage or other labor disputes
involving its employees. Further, Borrower is not a party to any collective
bargaining agreement nor has any labor union been recognized as the
representative of Borrower's employees;

         (w) Intellectual Property. Borrower owns or possesses all Intellectual
Property required to conduct its business as now and presently planned to be
conducted without, to its knowledge, conflict with the rights of others, and
SCHEDULE 5.1(z) lists all material Intellectual Property owned by Borrower.

         (x) Payroll Taxes. Borrower has made all payroll tax deposits for all
of its employees on or before the date when due. Each Advance for payroll was
for the gross payroll and included the amount of all necessary or appropriate
tax deposits.

         (y) Year 2000. Borrower represents and warrants as follows to Lender
that: (i) as of the date of any request for an advance under the Revolving
Credit Facility, (ii) as of the date of any renewal, extension or modification
of the Revolving Credit Facility, and (iii) at all times the Revolving Credit
Facility or Lender's commitment to make advances under the Revolving Credit
Facility is outstanding:

                  (A) All devices, systems, machinery, information technology,
         computer software and hardware, and other date sensitive technology
         (jointly and severally the "Systems") necessary for Borrower to carry
         on its business as presently conducted and as contemplated to be
         conducted in the future are Year 2000 Compliant or will be Year 2000
         Compliant within a period of time calculated to result in no material
         disruption of any of Borrower's business operations except where a
         failure to be Year 2000 Compliant would not reasonably be expected to
         have a Material Adverse Effect. For purposes of these


                                       30
<PAGE>   36
         provisions, "Year 2000 Compliant" means that such Systems are designed
         to be used prior to, during and after the Gregorian calendar year 2000
         A.D. and will operate during each such time period without error
         relating to date data, specifically including any error relating to, or
         the product or, date data which represents or references different
         centuries or more than one century.

                  (B) Borrower has:(1) undertaken a detailed inventory, review,
         and assessment of all areas within its business and operations that
         could be adversely affected by the failure of Borrower to be Year 2000
         Compliant on a timely basis; (2) developed a detailed plan and time
         line for becoming Year 2000 Compliant on a timely basis, and (3) to
         date, implemented that plan in accordance with that timetable in all
         material respects.

                  (C) Borrower has made written inquiry of each of its key
         suppliers, vendors, and customers and has obtained written
         confirmations from all such persons, as to whether such persons have
         initiated programs to become Year 2000 Compliant and on the basis of
         such confirmations, Borrower reasonably believes that all such persons
         will be or become so compliant. For purposes hereof, "key suppliers,
         vendors, and customers" refers to those suppliers, vendors, and
         customers of Borrower whose business failure would, with reasonable
         probability, result in a Material Adverse Effect. For purposes of this
         paragraph, Lender, as a lender of funds under the Revolving Credit
         Facility, confirms to Borrower that Lender has initiated its own
         corporate-wide Year 2000 program with respect to its lending
         activities.

                  (D) The fair market value of all real and personal property,
         if any, pledged to Lender as Collateral to secure the Obligations is
         not and shall not be less than currently anticipated and is not subject
         to substantial deterioration in value because of the failure of such
         Collateral to be Year 2000 Compliant.

         Section 5.2 Survival of Representations. All representations and
warranties by Borrower herein shall be deemed to have been made on the Effective
Date and the date of each Advance; provided, however, that representations and
warranties which, by their terms are applicable only to one date shall be deemed
to be made only as of such date. All such representations and warranties shall
survive the execution, delivery and termination of this Agreement, and any
investigation at any time made by or on behalf of Lender shall not diminish
Lender's right to rely thereon.

                                   ARTICLE VI
                   SECURITY INTEREST AND COLLATERAL COVENANTS

         Section 6.1 Security Interest. To secure the payment and performance of
the Obligations, Borrower hereby mortgages, pledges and assigns to the Lender
all of the Collateral of Borrower, and grants to the Lender a security interest
and Lien in and upon, all of the


                                       31
<PAGE>   37
Collateral of Borrower.

         Section 6.2 Continued Priority of Security Interest. (a) Except as
otherwise consented to in writing by Lender, the security interest of Lender in
the Collateral shall at all times be valid, perfected and enforceable as
security for the Obligations, and the Collateral shall not at any time be
subject to any Liens that are prior to, on a parity with or junior to the
security interest of Lender, other than Permitted Liens.

         (b) Borrower shall, at its sole cost and expense, take all actions that
may be necessary or desirable, or that the Lender may reasonably request, to at
all times maintain the validity, perfection, enforceability and first priority
of the security interest of Lender in the Collateral in conformity with the
requirements of SECTION 6.2(a) and to enable the Lender to exercise or enforce
its rights hereunder.

         (c) Borrower shall: (i) pay all taxes, assessments and other claims
lawfully levied or assessed on any of the Collateral, except to the extent that
such taxes, assessments and other claims constitute Permitted Liens or are
permitted by SECTION 7.4, (ii) diligently seek to obtain, after the Agreement
Date, landlords', mortgagees' or mechanics' releases, subordinations or waivers,
(iii) deliver to the Lender, endorsed or accompanied by such instruments of
assignment as the Lender may specify, and stamped or marked in such manner as
the Lender may reasonably specify, any and all chattel paper, instruments,
letters and advices of guaranty and documents evidencing or forming a part of
the Collateral, and (iv) execute and deliver financing statements, pledges,
designations, hypothecation, notices and assignments, in each case in form and
substance reasonably satisfactory to the Lender, relating to the creation,
validity, perfection, maintenance or continuation of the security interest of
Lender in the Collateral under the UCC or other applicable law.

         Section 6.3 Collection of Accounts. (a) Borrower shall cause all
moneys, checks, notes, drafts and other payments relating to or constituting
proceeds of accounts, or of any other Collateral, to be forwarded to a Lockbox
for deposit in (i) the Collection Account, if such Lockbox is maintained
pursuant to a Lockbox agreement with Lender, and (ii) a Blocked Account, if such
Lockbox is maintained with a Collecting Bank pursuant to a Blocked Account
Agreement, in accordance with the procedures set out in the corresponding
Blocked Account Agreement. In particular, Borrower will (i) advise each Account
Debtor to address to a Lockbox specified by Lender all remittances with respect
to amounts payable on all accounts, and (ii) stamp all invoices relating to any
such amounts with a legend satisfactory to the Lender indicating that payment is
to be made to Borrower via such specified Lockbox.

         (b) The Borrower and the Lender shall cause all balances in each
Blocked Account to be transmitted daily to the Collection Account by wire
transfer or depository transfer check or Automated Clearing House transfer in
accordance with the procedures set forth in the corresponding Blocked Account
Agreement. All deposits in the Collection Account shall be


                                       32
<PAGE>   38
credited to the payment of the Obligations, on the Business Day of actual
receipt by Lender. Such credits shall be conditioned upon final payment in cash
or solvent credits of the items giving rise to such credits. So long as no
Default or Event of Default has occurred and is continuing, any balance
remaining after payment in full of the Obligations shall be transferred to such
account as the Borrower and the Lender may agree. Notwithstanding that deposits
will be applied to the Obligations on the date of receipt, Lender shall charge
to Borrowers two days' float on all such deposits for purposes of interest
calculations. The charging of float days as aforesaid shall in all respects be
subject to SECTION 3.1(d) and limited so that interest on the Obligations is at
all times less than interest at the Maximum Rate.

         (c) Any moneys, checks, notes, drafts or other payments referred to in
CLAUSE (a) of this SECTION 6.3 which are received by or on behalf of Borrower
will be held in trust for the Lender and will be (i) deposited in the Collection
Account, or (ii) delivered to the Lender at the Lender's Office, in each case as
promptly as possible in the exact form received, together with any necessary
endorsements.

         Section 6.4 Verification and Notification. The Lender shall have the
right at any time and from time to time (a), in the name of the Lender, an
assumed name of Lender or in the name of Borrower, to verify the validity,
amount or any other matter relating to any accounts by mail, telephone,
facsimile, e-mail, hand delivery or otherwise, and (b) to notify the Account
Debtors of the assignment of such accounts to the Lender and to direct such
Account Debtor to make payment of all amounts due or to become due thereunder
directly to the Lender and, upon such notification and at the expense of the
Borrower, to enforce collection of any such accounts and to adjust, settle or
compromise the amount or payment thereof, in the same manner and to the same
extent as Borrower might have done.

         Section 6.5 Disputes, Returns and Adjustments. (a) In the event amounts
due and owing under any account in excess of $75,000 are in dispute between the
Account Debtor and Borrower, Borrower shall provide the Lender with prompt
written notice thereof.

         (b) Borrower shall notify the Lender promptly of all returns and
credits in respect of any account, which notice shall specify the accounts
affected and be included in the Borrowing Base Certificate delivered to Lender
in accordance with SECTION 8.3(e). If Borrower becomes aware of any pending
return or credit in excess of $75,000, Borrower shall notify Lender promptly
thereof and shall specify the account affected, the related Account Debtor and
the goods to be returned.

         (c) Borrower may, in the ordinary course of business and prior to a
Default or an Event of Default, grant any extension of time for payment of any
account or compromise, compound or settle the same for less than the full amount
thereof or release wholly or partly any Person liable for the payment thereof or
allow any credit or discount whatsoever thereon; PROVIDED that (i) no such
action results in the reduction of the amount payable with respect to


                                       33
<PAGE>   39
any account by the lesser of ten percent (10%) or $10,000, and (ii) the Lender
is notified promptly (but not less often than ten (10) days after the end of
each Month) of the amount of such adjustments and the account(s) affected
thereby.

         Section 6.6 Invoices. Upon the reasonable request of the Lender,
Borrower shall deliver to the Lender, at the Borrower' expense, copies of
customers' invoices or the equivalent, original shipping and delivery receipts
or other proof of delivery, customers' statements, the original copy of all
documents, including, without limitation, repayment histories and present status
reports, relating to accounts and such other documents and information relating
to the accounts as the Lender shall specify.

         Section 6.7 Delivery of Instruments. In the event any account is at any
time evidenced by a promissory note or notes, trade acceptance or any other
instrument for the payment of money, the Borrower will promptly thereafter
deliver such instruments to the Lender, appropriately endorsed to the Lender,
together with all related or supporting documentation.

         Section 6.8 Ownership and Defense of Title. (a) Except for Permitted
Liens, Borrower shall at all times be the sole owner of each and every item of
Collateral and shall not grant, create, suffer or permit to exist any Lien on,
or sell, lease, exchange, assign, transfer, or covey title to, or otherwise
dispose of, any of the Collateral or any interest therein, except for (i) sales
of inventory in the ordinary course of business and (ii) dispositions resulting
from casualty or condemnation. The inclusion of "proceeds" of the Collateral
under the security interest of Lender shall not be deemed a consent by+ the
Lender to any other sale or other disposition of any part or all of the
Collateral.

         (b) Borrower shall defend its title in and to the Collateral and shall
defend the security interest of Lender in the Collateral against the claims and
demands of all Persons.

         (c) Borrower shall (i) protect and preserve all properties material to
its business, including Intellectual Property, and maintain all tangible
property in accordance with prudent business practices, and (ii) from time to
time make or cause to be made all needed and appropriate repairs, renewals,
replacements and additions to such properties necessary for the conduct of its
business.

         Section 6.9 Location of Offices and Collateral. Borrower will not
change the location of its place of business (or, if it has more than one place
of business, its chief executive office) or the place where it keeps its books
and records relating to the Collateral or change its name, identity or corporate
structure without giving the Lender 30 days' prior written notice thereof. All
inventory, other than inventory in transit to any such location, and all
equipment, other than motor vehicles, will at all times be kept by the Borrower
at one of the locations set forth in SCHEDULES 5.1(q) and 5.1(r), respectively,
and shall not, without the prior written consent of the Lender, be removed
therefrom except for sales of inventory in the ordinary course of Borrower's


                                       34
<PAGE>   40
business and, so long as no Event of Default shall have occurred and be
continuing, sales of equipment permitted under SECTION 2.9.

         Section 6.10 Records Relating to Collateral. (a) Borrower will at all
times keep and maintain (i) complete and accurate records of inventory on a
basis consistent with past practices of Borrower, itemizing and describing the
kind, type and quantity of inventory and Borrower's cost therefor and a current
price list for such inventory, (ii) complete and accurate records of all other
Collateral, (iii) a list of all customers of Borrower with names, addresses and
phone numbers, (iv) a list of all distributors for each product line included in
such Borrower's inventory, (v) a current customer open order report against
current inventory, and (vi) a current list of all salesmen and employees of
Borrower. Data bases containing the foregoing shall at all times be accessible
and available to Lender.

         (b) Borrower will conduct a physical count of all inventory, wherever
located, at least annually and make adjustments to its books and records to
reflect the findings of such count and such adjustments shall be immediately
reported to Lender.

         Section 6.11 Inspection. The Lender (by any of its officers, employees
or agents) shall have the right at any time or times to (a) visit the properties
of Borrower, inspect the Collateral and the other assets of Borrower and inspect
and make extracts from the books and records of Borrower, all during customary
business hours, (b) discuss Borrower's business, financial condition, results of
operations and business prospects with Borrower's (i) principal officers, and
(ii) independent accountants and other professionals providing services to
Borrower, (c) verify the amount, quantity, value and condition of, or any other
matter relating to, any of the Collateral and in this connection to review,
audit and make extracts from all records and files related to any of the
Collateral, and (d) access and copy the records, lists, reports and data bases
referred to in SECTION 6.10. Borrower will deliver to the Lender upon request
any instrument necessary to authorize an independent accountant or other
professional to have discussions of the type outlined above with the Lender or
for the Lender to obtain records from any service bureau maintaining records on
behalf of Borrower.

         Section 6.12 Maintenance. Borrower shall maintain in good working order
and condition all of its equipment that is in operating condition on the date
hereof.

         Section 6.13 Power of Attorney. Borrower hereby appoints the Lender as
its attorney, with power (a) to endorse the name of Borrower on any checks,
notes, acceptances, money orders, drafts or other forms of payment or security
that may come into the Lender's possession, and (b) to sign the name of Borrower
on any invoice or bill of lading relating to any accounts, inventory or other
Collateral, on any drafts against customers related to letters of credit, on
schedules and assignments of accounts furnished to the Lender by Borrower, on
notices of assignment, financing statements and other public records relating to
the perfection or priority of the security interest of Lender or verifications
of account and on notices to or from customers.


                                       35
<PAGE>   41
         Section 6.14 Notice of Litigation and Other Matters. Borrower shall
provide to Lender prompt notice of:

         (a) the commencement, to the extent Borrower is aware of the same, of
all proceedings and investigations by or before any governmental or
nongovernmental body and all actions and proceedings in any court or before any
arbitrator against or in any other way relating adversely to, or adversely
affecting, Borrower or any Affiliate of Borrower or any of their respective
property, assets or businesses which could reasonably be expected to, singly or
in the aggregate, have a Material Adverse Effect,

         (b) any amendment of the articles of incorporation or by-laws of
Borrower,

         (c) any change in the business, financial condition, results of
operations or business prospects of Borrower or any Affiliate of Borrower which
has had or could reasonably be expected to have any Material Adverse Effect and
any change in the executive officers of Borrower, and

         (d) any (i) Default or Event of Default, or (ii) event that, with the
passage of time or giving of notice or both, would constitute a default or event
of default by Borrower under any material agreement (other than this Agreement)
to which Borrower is a party or by which Borrower or any of its property may be
bound.

                                   ARTICLE VII
                              AFFIRMATIVE COVENANTS

         So long as this Agreement shall be in effect or any of the Obligations
shall be outstanding, Borrower covenants and agrees as follows:

         Section 7.1 Preservation of Corporate Existence and Similar Matters.
Borrower shall preserve and maintain its corporate existence, rights,
franchises, licenses and privileges in the jurisdiction of its incorporation and
qualify and remain qualified as a foreign corporation and authorized to do
business in each jurisdiction in which the character of its properties or the
nature of its business requires such qualification or authorization including,
without limitation, the jurisdictions described on SCHEDULE 5.1(a).

         Section 7.2 Compliance with Applicable Law. Borrower shall comply with
all applicable laws relating to Borrower except where noncompliance would not
reasonably be expected to have a Material Adverse Effect.

         Section 7.3 Conduct of Business. Borrower shall engage only in
substantially the same businesses conducted by Borrower on the Effective Date.


                                       36
<PAGE>   42
         Section 7.4 Payment of Taxes and Claims. Borrower shall pay or
discharge when due (a) all taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or upon any properties belonging
to it, and (b) all lawful claims of materialmen, mechanics, carriers,
warehousemen and landlords for labor, materials, supplies and rentals which, if
unpaid, might become a Lien on any properties of Borrower, EXCEPT that this
SECTION 7.4 shall not require the payment or discharge of any such tax,
assessment, charge, levy or claim which is being contested in good faith by
appropriate proceedings and for which adequate reserves have been established on
the appropriate books.

         Section 7.5 Accounting Methods and Financial Records. Borrower shall
maintain a system of accounting, and keep such books, records and accounts
(which shall be true and complete), as may be required or as may be necessary to
permit the preparation of financial statements in accordance with GAAP
consistently applied.

         Section 7.6 Use of Proceeds. Borrower shall (a) use the proceeds of (i)
the first Advance and the Term Loan to pay the amounts indicated in SCHEDULE 7.6
to the Persons indicated therein, and (ii) all subsequent Advances under the
Revolving Loan only for working capital and general business purposes, and (b)
not use any part of such proceeds to purchase or carry, or to reduce or retire
or refinance any credit incurred to purchase or carry, any margin stock (within
the meaning of Regulation G or U of the Board of Governors of the Federal
Reserve System) or for any other purpose which would involve a violation of such
Regulation G or U or Regulation T or X of such Board of Governors or for any
other purpose prohibited by law or by the terms and conditions of this
Agreement.

         Section 7.7 Hazardous Waste and Substances; Environmental Requirements.
(a) Borrower shall (i) except where noncompliance would not reasonably be
expected to have Material Adverse Effect, comply with all laws, governmental
standards and regulations applicable to Borrower or to any of its assets in
respect of occupational health and safety laws, rules and regulations and
Environmental Laws, (ii) promptly notify the Lender of its receipt of any notice
of a violation of any such law, rule, standard or regulation, and (iii)
indemnify and hold the Lender harmless from all loss, cost, damage, liability,
claim and expense incurred by or imposed upon the Lender on account of
Borrower's failure to perform its obligations under this SECTION 7.7.

         (b) Whenever Borrower gives notice to the Lender pursuant to this
SECTION 7.7, Borrower shall, at the Lender's request and Borrower' expense, (i)
cause an independent environmental engineer acceptable to the Lender to conduct
such tests of the site where the noncompliance or alleged noncompliance with
Environmental Laws has occurred and prepare and deliver to the Lender a report
setting forth the results of such tests, a proposed plan to bring Borrower into
compliance with such Environmental Laws and an estimate of the costs thereof,
and (ii) provide to the Lender a supplemental report of such engineer whenever
the scope of the


                                       37
<PAGE>   43
noncompliance or the response thereto or the estimated costs thereof shall
materially change.

         Section 7.8 Accuracy of Information. All written information, reports,
statements and other papers and data furnished to the Lender shall be, at the
time the same is so furnished, complete and correct in all material respects to
the extent necessary to give the Lender true and accurate knowledge of the
subject matter; provided, however, that with respect to any forecast or
projection, such forecast or projection shall be based upon reasonable
assumptions made by Borrower.

         Section 7.9 Revisions or Updates to Schedules. Should any of the
information or disclosures provided on any of the Schedules originally attached
hereto become outdated or incorrect in any material respect, Borrower shall
provide promptly to the Lender such revisions or updates to such Schedule(s) as
may be necessary or appropriate to update or correct such Schedule(s); PROVIDED
that no such revisions or updates to any Schedule(s) shall be deemed to have
cured any breach of warranty or representation resulting from the inaccuracy or
incompleteness of any such Schedule(s) unless and until the Lender, in its sole
discretion, shall have accepted in writing such revisions or updates to such
Schedule(s).

         Section 7.10 ERISA. Borrower shall provide to Lender, as soon as
possible and in any event within 30 days after the date that: (a) any
Termination Event with respect to a Benefit Plan has occurred or will occur, (b)
the aggregate present value of the Unfunded Vested Accrued Benefits under all
Plans has increased to an amount in excess of $0, or (c) Borrower is in
"default" (as defined in Section 4219(c)(5) of ERISA) with respect to payments
to a Multiemployer Plan required by reason of its complete or partial withdrawal
(as described in Section 4203 or 4205 of ERISA) from such Multiemployer Plan, a
certificate of the President or the chief financial officer of Borrower setting
forth the details of such of the events described in CLAUSES (a) through (c) as
applicable and the action which is proposed to be taken with respect thereto
and, simultaneously with the filing thereof, copies of any notice or filing
which may be required by the PBGC or other agency of the United States
government with respect to such of the events described in CLAUSES (a) through
(c) as applicable.

         Section 7.11 Insurance. Borrower shall keep or cause to be kept
adequately insured by financially sound and reputable insurers all of its
property usually insured by persons or entities engaged in the same or similar
businesses. Without limiting the foregoing, Borrower shall insure the Collateral
and all real estate and improvements owned by Borrower against loss or damage by
fire, theft, burglary, pilferage, business interruption and such other hazards
as usual and customary in Borrower's industry, and all premiums thereon shall be
paid by Borrower and copies of the policies delivered to Lender. If Borrower
fails to do so, Lender may procure such insurance and charge the cost to
Borrower's account. Each policy of insurance covering the Collateral and/or real
estate and improvements shall provide that at least ten (10) days prior written
notice of cancellation or notice of lapse must be given to Lender by the
insurer. All insurance policies required under this SECTION 7.11 shall name the
Lender as an additional named


                                       38
<PAGE>   44
insured and shall contain loss payable endorsements in the form provided by the
Lender. So long as no Event of Default has occurred and is continuing, (i)
proceeds of insurance in respect of a loss of $300,000 or less shall be remitted
to Borrower to rebuild, restore or replace the damaged or destroyed property,
and (ii) proceeds of insurance in respect of a loss of more than $300,000 shall
be paid to Lender and, at its option, either (A) used to rebuild, restore or
replace the damaged or destroyed property, or (B) applied to the payment or
prepayment of the Obligations in such order as Lender may require. After the
occurrence and during the continuation of an Event of Default, all insurance
proceeds shall be, at the option of the Lender in its sole discretion, either
(i) applied to rebuild, restore or replace the damaged or destroyed property, or
(ii) applied to the payment or prepayment of the Obligations.

         Section 7.12 Payroll Taxes. Borrower shall at all times make all
payroll tax deposits for all of its employees on or before the date when due.
Further, Borrower understands and agrees that Advances for payroll shall only be
made for "gross payroll", which shall include all necessary or appropriate
payroll tax deposits.

         Section 7.13 Year 2000. Borrower covenants and agrees with Lender that,
while any Obligations are outstanding or while the Revolving Credit Facility is
in effect, Borrower will:

         (a) Furnish such additional information, statements and other reports
with respect to Borrower's activities, course of action and progress towards
become Year 2000 Compliant as Lender may request from time to time.

         (b) In the event of any change in circumstances that causes or will
likely cause any of Borrower's representations and warranties with respect to
its being or become Year 2000 Compliant to no longer be true (hereinafter,
referred to as a "Change in Circumstances") then Borrower shall promptly, and in
any event within ten (10) days of receipt of information regarding a Change in
Circumstance, provide Lender with written notice (the "Notice") that describes
in reasonable detail the Change in Circumstances and how such Change in
Circumstances caused or will likely cause Borrower's representations and
warranties with respect to being or become Year 2000 Compliant to no longer be
true. Borrower shall, within ten (10) days of a request, also provide Lender
with any additional information Lender requests of Borrower in connection with
the Notice and /or Change in Circumstances.

         (c) Promptly upon its becoming available, furnish to Lender one copy of
each financial statement, report, notice, or proxy statement sent by Borrower to
stockholders generally and of each regular or periodic report, registration
statement or prospectus filed by Borrower with any securities exchange or the
Securities and Exchange Commission or any successor agency, and of any order
issued by any Governmental Authority in any proceeding to which Borrower is a
party. For purposes of these provisions, "Governmental Authority" shall mean any
government (or any political subdivision or jurisdiction thereof), court,
bureau, agency or other governmental entity having or asserting jurisdiction
over Borrower or any of its business, operations or properties.


                                       39
<PAGE>   45
         (d) Give any representative of Lender access during all business hours
to, and permit such representative to examine, copy or make excerpts from any
and all books, records and documents in the possession of Borrower and relating
to its affairs, and to inspect any of the properties and Systems of Borrower,
and to project test the Systems to determine if they are Year 2000 Compliant in
an integrated environment, all at the sole cost and expense of Lender.

         Section 7.14 Key Man Life Insurance. Within thirty (30) days after the
date hereof, Borrower shall deliver to Lender (i) the originals of key man life
insurance polices in the amount of $1,000,000 on each of D. M. Buchanan and G.
E. Peters, and (ii) an assignment of such policies duly executed by the issuer
thereof and D. M. Buchanan and G. E. Peters. Further, Borrower shall at all
times maintain such policies in full force and effect.

         Section 7.15 Audited Financial Statements; Patent and Trademark Search;
Flood Insurance. Within thirty (30) days after the date hereof, Borrower shall
deliver to Lender (i) the audited, consolidated balance sheet of Borrower for
its fiscal year ending June 30, 1998, and the related statements of income and
retained earnings for the year ended on such date, certified by independent
public accountants to Borrower without qualification, (ii) a search of the U.S.
Patent and Trademark Office showing title to the patents and trademarks on
SCHEDULE 5.1 (z) to be in Borrower, free and clear of any Liens, or, in the
event there exist any Liens, releases thereof, and (iii) an opinion from
Borrower's counsel that this Agreement and the Notes Constitute "Debt
Agreements" under the Borrower's Series D Preferred Stock, in form and substance
acceptable to Lender.

                                  ARTICLE VIII
                       FINANCIAL AND COLLATERAL REPORTING

         So long as this Agreement shall be in effect or any of the Obligations
shall be outstanding, the Borrower shall furnish to the Lender at the Lender's
Office:

         Section 8.1 Financial Statements.

         (a) Audited Year-End Statements. As soon as available, but in any event
within one hundred twenty (120) days after the end of each fiscal year of
Borrower, copies of the audited consolidated balance sheet of Borrower and its
Subsidiaries as of the end of such fiscal year and the related audited
statements of income, shareholders' equity and cash flow for such fiscal year,
in each case setting forth in comparative form the figures for the previous year
of Borrower and each of its Subsidiaries and certified by independent certified
public accountants selected by Borrower and acceptable to the Lender.

         (b) Monthly Financial Statements. As soon as available, but in any
event within thirty (30) days after the end of each month of Borrower, copies of
the unaudited consolidated


                                       40
<PAGE>   46
balance sheet of Borrower and its Subsidiaries as of the end of such month and
the related unaudited income statement for Borrower and its Subsidiaries for
such month and for the portion of the fiscal year of Borrower through such
month, certified by the chief financial officer of Borrower as presenting fairly
the financial condition and results of operations of the Borrower and its
Subsidiaries as of the date thereof and for the periods ended on such date,
subject to normal year end adjustments.

         (c) Projected Financial Statements. Within 60 days prior to the end of
each fiscal year of Borrower, forecasted financial statements, prepared by
Borrower, consisting of consolidated and consolidating balance sheets, cash flow
statements and income statements of Borrower and its Subsidiaries, reflecting
projected borrowing hereunder and setting forth the assumptions on which such
forecasted financial statements were prepared, covering the one-year period
until the next fiscal year end.

All financial statements referred to in CLAUSES (a) and (b) shall be complete
and correct in all material respects and shall be prepared in accordance with
GAAP (except, with respect to interim financial statements, for the omission of
footnotes) applied consistently throughout the periods reflected therein. The
projections set forth in CLAUSE (c) above shall be based upon reasonable
assumptions made by Borrower as of the date of such projections.

         Section 8.2 Compliance Certificate. Together with each delivery of
financial statements required by SECTION 8.1(a) and (b), a certificate of
Borrower's President or chief financial officer in substantially the form of
EXHIBIT B (a) stating that, based on an examination sufficient to enable him to
make an informed statement, no Default or Event of Default exists or, if such is
not the case, specifying such Default or Event of Default and its nature, when
it occurred, whether it is continuing and the steps being taken by the Borrower
with respect to such Default or Event of Default, and (b) setting forth the
calculations necessary to establish whether or not the Borrower were in
compliance with the covenants contained in SECTIONS 9.1(a), (b), (c), 9.2 AND
9.3 as of the date of such statements.

         Section 8.3 Collateral Information and Reports.

         (a) Schedules of Accounts. Not less often than fifteen (15) days after
the end of each calendar month, a Schedule of Accounts listing all accounts of
Borrower as of the last Business Day of such month setting forth (A) the name of
each Account Debtor together with account balances detailed by invoice number,
amount (and any applicable rebate or discount), invoice date and terms, (B)
aging of all accounts setting forth accounts thirty (30) days old or less,
accounts over thirty (30) days but less than sixty-one (61) days old, accounts
over sixty (60) days but less than ninety-one (91) days old, accounts over
ninety (90) days old and less than one hundred twenty-one (121) days and
accounts over one hundred twenty (120) days old, and (C) a reconciliation of the
Schedule of Accounts to the Lender's loan ledger report and Borrower' month-end
general ledger and monthly financial statement.


                                       41
<PAGE>   47
         (b) Schedules of Accounts Payable. Not less often than fifteen (15)
days after the end of each calendar month, a statement of accounts payable of
Borrower as of the last Business Day of such month setting forth (A) a detailed
aged trial balance of all Borrower's then existing accounts payable, specifying
the name of and the balance due to each creditor, and (B) a reconciliation to
the schedule of accounts payable delivered in respect of the next preceding
month.

         (c) Schedule of Inventory. Not less often than fifteen (15) days after
the end of each calendar month, (i) a Schedule of Inventory, based upon
Borrower' perpetual inventory, as of the last Business Day of such month,
itemizing by description, part number, quantity and location all inventory of
Borrower and the cost thereof and, if the foregoing is not available on computer
disk, a summary of inventory by category, (ii) a detailed statement of all
inventory that is not located on the premises described on SCHEDULE 5.1(q),
(iii) an inventory turnover report, in form and substance acceptable to Lender,
and (iv) a reconciliation of the Schedule of Inventory to the Lender's loan
ledger report and Borrower's general ledger.

         (d) Borrowing Base Certificate. Not less often than five (5) days after
the last Business Day of each week, a Borrowing Base Certificate, along with
supporting documentation, in form and substance satisfactory to Lender
(including but not limited to information on sales, credit, collections,
adjustments and inventory changes), prepared as of the close of business on the
last Business Day of such week signed by the president, chief financial officer
or treasurer of Borrower, which Borrowing Base Certificate upon delivery shall
be deemed to (i) reaffirm Borrower's compliance with all covenants,
representations, and warranties in this Agreement and (ii) confirm to be true,
correct and complete all supporting documentation and schedules as of the date
indicated thereon.

         (e) Other Information. The Lender may, in its discretion, from time to
time require the Borrower to deliver the schedules and certificates described in
SECTION 8.3 more or less often and on different schedules than specified in such
Section, and the Borrower shall comply with such requests. Borrower shall also
furnish to the Lender such other information with respect to the Collateral as
the Lender may from time to time reasonably request.

         Section 8.4 Copies of Other Reports. (a) Promptly upon receipt thereof,
copies of all reports, if any, submitted to Borrower or its Board of Directors
by its independent public accountants, including, without limitation, all
management reports.

         (b) From time to time and promptly upon each request, such forecasts,
data, certificates, reports, statements, documents or further information
regarding the business, assets, liabilities, financial condition, results of
operations or business prospects of Borrower as the Lender may reasonably
request.


                                       42
<PAGE>   48
                                   ARTICLE IX
                               NEGATIVE COVENANTS

         So long as this Agreement shall be in effect or any of the Obligations
shall be outstanding, Borrower covenants and agrees that it shall not, directly
or indirectly:

         Section 9.1 Financial Ratios.

         (a) Leverage Ratio. Permit the ratio of (i) the Borrower's consolidated
total Liabilities minus Subordinated Indebtedness, to (ii) Borrower's
consolidated Tangible Net Worth as of the last day of any fiscal quarter, to be
greater than 3.50 to 1.

         (b) Minimum Fixed Charge Coverage Ratio. Permit, as of the last day of
any fiscal quarter during any period set forth below, Borrower's Fixed Charge
Coverage Ratio for the three consecutive months ending with such quarter end, to
be less the ratio set forth opposite such period below:

<TABLE>
<CAPTION>
                  Period                                  Fixed Charge Coverage Ratio
                  ------                                  ---------------------------
<S>                                                       <C>
         April 1, 1999 through June 30, 1999                      0.80 to 1.0
         July 1, 1999 through September 30, 1999                  1.10 to 1.0
         October 1, 1999 through December 31, 1999                1.15 to 1.0
         March 31, 2000 and each quarter thereafter               1.25 to 1.0
</TABLE>

         (c) Minimum Tangible Net Worth. Permit, as of the last day of any
fiscal quarter during any period set forth below, the consolidated Tangible Net
Worth of Borrower to be less than the amount set forth opposite such period
below:

<TABLE>
<CAPTION>
                  Period                                  Tangible Net Worth
                  ------                                  ------------------
<S>                                                       <C>
         Effective Date through December 31, 1999             $6,750,000
         January 1, 2000 and thereafter                       $7,000,000
</TABLE>

In the event any change in GAAP shall materially alter the calculation of the
financial covenants in this SECTION 9.1, the parties shall negotiate in good
faith to make any adjustments to such covenants as are necessary or appropriate
so that such covenants, after giving effect to any change in GAAP, are
substantially comparable to those in effect prior to such change.

         Section 9.2 Investments. Acquire any Investment or permit any
Investment to be outstanding, other than Permitted Investments.

         Section 9.3 Prohibited Distributions and Payments, Etc. Declare or make
any


                                       43
<PAGE>   49
Prohibited Distribution or Prohibited Payment.

         Section 9.4  Indebtedness. Except as disclosed on SCHEDULE 9.4, create,
assume, or otherwise become or remain obligated in respect of, or permit or
suffer to exist or to be created, assumed or incurred or to be outstanding any
Indebtedness for Money Borrowed, except for Permitted Indebtedness.

         Section 9.5  Liens. Create, assume or permit or suffer to exist or to
be created or assumed any Lien on any of the property or assets of the Borrower,
real, personal or mixed, tangible or intangible, except for Permitted Liens or
the liens identified on SCHEDULE 5.1(g).

         Section 9.6  Merger, Consolidation, Sale of Assets, Acquisitions. Merge
or consolidate with any other Person or sell, lease or transfer or otherwise
dispose of all or a substantial portion of Borrower's assets to any Person or
acquire all or substantially all of the assets of any Person or the assets
constituting the business or a division or operating unit of any Person.

         Section 9.7  Transactions with Affiliates. Except for Permitted
Investments, effect any transaction with any Affiliate on a basis less favorable
to the Borrower than would be the case if such transaction had been effected
with a Person not an Affiliate; provided, that Borrower shall not enter into any
lease with any Affiliate.

         Section 9.8  Guaranties. Become or remain liable with respect to any
Guaranty of any obligation of any other Person.

         Section 9.9  Officers' Salaries. Permit the base salary, plus bonuses,
of any non-sales executive of Borrower to exceed one hundred twenty percent
(120%) of the base salary, plus bonus paid to such executive for the prior
fiscal year; provided, however, so long as no Event of Default has occurred and
is continuing, Borrower may pay salaries to such executives of up to one hundred
twenty percent (120%) of the base salary paid for the prior fiscal year, plus
bonuses under the Borrower's incentive compensation program, a copy of which has
been provided to Lender.

         Section 9.10 Benefit Plans. Permit, or take any action which would
result in, the aggregate present value of the Unfunded Vested Accrued Benefits
under all Benefit Plans of the Borrower to exceed $0.

         Section 9.11 Sales and Leasebacks. Enter into any arrangement with any
Person providing for the leasing from such Person of real or personal property
which has been or is to be sold or transferred, directly or indirectly, by the
Borrower to such Person.

         Section 9.12 Ineligible Securities. Use any portion of any advance or
loan made under this Agreement to purchase, directly or indirectly, ineligible
securities, as defined by applicable


                                       44
<PAGE>   50
regulations of the Federal Reserve Board, underwritten by any Affiliate of Banc
One Corporation during the underwriting period and for 30 days thereafter.

         Section 9.13 Management Fees. Directly or indirectly pay or agree to
pay any management or similar fees to any Person except as provided in the
Consulting Agreement dated as of June 19, 1996 between Borrower and Golub
Advisors Incorporated.

                                    ARTICLE X
                                     DEFAULT

         Section 10.1 Events of Default. Each of the following events shall
constitute an Event of Default:

                  (a) The failure or refusal of Borrower to make any payment of
         the Obligations when due;

                  (b) The failure of Borrower or any Obligor to timely and
         properly observe, keep or perform any covenant, agreement, warranty or
         condition (i) in this Agreement, or (ii) in any of the other Loan
         Documents;

                  (c) The occurrence of an event of default under any of the
         other Loan Documents;

                  (d) Any representation made by Borrower or any Obligor
         contained herein or contained in any of the other Loan Documents is
         false or misleading in any material respect as of the date made or
         deemed made;

                  (e) Borrower or any Obligor shall (i) apply for or consent to
         the appointment of a receiver, trustee, custodian, intervenor or
         liquidator of such Person or of all or a substantial part of such
         Person's assets, (ii) file a voluntary petition in bankruptcy, (iii)
         admit in writing that such Person is unable to pay such Person's debts
         as they become due, (iv) make a general assignment for the benefit of
         creditors, (v) file a petition or answer seeking reorganization or an
         arrangement with creditors or to take advantage of any bankruptcy or
         insolvency proceeding, or (vii) take corporate or partnership action
         for the purpose of effecting any of the foregoing;

                  (f) An involuntary petition or complaint shall be filed
         against Borrower or any Obligor seeking bankruptcy or reorganization of
         such Person or the appointment of a receiver, custodian, trustee,
         intervenor or liquidator of such Person, or of all or substantially all
         of such Person's assets, and such petition or complaint shall not have
         been dismissed within sixty (60) days of the filing thereof; or an
         order, order for relief, judgment or decree shall be entered by any
         court of competent jurisdiction or other


                                       45
<PAGE>   51
         competent authority approving a petition or complaint seeking
         reorganization of such intervenor or liquidator of such Person, or of
         all or substantially all of such Person's assets;

                  (g) the failure of Borrower or any Obligor to pay any final,
         nonappealable money judgment against such Person at least thirty (30)
         days prior to the date on which such Person's assets may be sold to
         satisfy such judgment;

                  (h) the failure, within a period of ten (10) days after the
         commencement thereof, to have discharged or stayed any attachment,
         sequestration, or similar proceedings against Borrower's or any
         Obligor's assets;

                  (i) The filing of a tax lien notice (regarding taxes in excess
         of $25,000) by the United States, any state or any governmental
         subdivision thereof against any of the property of Borrower or any
         Obligor;

                  (j) The occurrence of a default or event of default under any
         other Indebtedness of Borrower or any Obligor (other than the
         Subordinated Indebtedness) which Indebtedness exceeds $75,000 or under
         any agreement relating thereto or the occurrence of any event or
         condition which, with the giving of notice or lapse of time or both,
         could become a default or event of default under such other
         Indebtedness or related agreement;

                  (k) a default by Borrower under the Subordinated Indebtedness
         which is not cured within the time period provided therefor, if any,
         unless such default is waived in writing or otherwise ceases to exist;

                  (l) the occurrence of a default or event of default under any
         agreements, leases, indebtedness or other obligations in excess of
         $75,000 between Borrower or any Obligor and Lender or between Borrower
         or any Obligor and any Affiliate of Lender;

                  (m) Lender shall cease to have a valid, perfected and first
         priority Lien on any of the Collateral, except as otherwise expressly
         permitted herein or consented to in writing by Lender;

                  (n) (i) Any Termination Event with respect to a Benefit Plan
         of Borrower shall occur that, after taking into account the excess, if
         any, of (A) the fair market value of the assets of any other Benefit
         Plan of Borrower with respect to which a Termination Event occurs on
         the same day (but only to the extent that such excess is the property
         of Borrower) over (B) the present value on such day of all vested
         nonforfeitable benefits under such other Benefit Plan, results in an
         Unfunded Vested Accrued Benefit in excess of $0, (ii) any Benefit Plan
         of Borrower shall incur an "accumulated funding deficiency"


                                       46
<PAGE>   52
         (as defined in Section 412 of the Code or Section 302 of ERISA) for
         which a waiver has not been obtained in accordance with the applicable
         provisions of the Code and ERISA, or (iii) Borrower is in "default" (as
         defined in Section 4219(c)(5) of ERISA) with respect to payments to a
         Multiemployer Plan resulting from Borrower's complete or partial
         withdrawal (as described in Section 4203 or 4205 of ERISA) from such
         Multiemployer Plan;

             (o) D. M. Buchanan, D. E. Peters and the holders of the
         Subordinated Indebtedness, collectively, shall cease to own a majority
         of stock in Borrower (including stock that has been issued following
         the exercise or conversion of any warrants or convertible securities
         owned by such Persons); or

             (p) D. M. Buchanan shall for any reason cease to be the President
         of Borrower, or D. E. Peters shall for any reason cease to be the Chief
         Financial Officer of Borrower and 60 days shall have elapsed during
         which time no replacement reasonably satisfactory to the Lender shall
         have been appointed.

         Section 10.2 Remedies.

         (a) Automatic Acceleration and Termination of Facilities. Upon the
occurrence of an Event of Default specified in SECTION 10.1(e) or (f), (i) the
principal of and the interest on the Loans and the Notes at the time
outstanding, and all other amounts owed to the Lender under this Agreement or
any of the Loan Documents and all other Obligations, shall thereupon become due
and payable without presentment, demand, protest, notice of protest and
non-payment, notice of default, notice of acceleration or intention to
accelerate, or other notice of any kind, all of which are expressly waived,
anything in this Agreement or any of the Loan Documents to the contrary
notwithstanding, and (ii) the Revolving Credit Facility and the commitment of
the Lender to make advances thereunder or under this Agreement shall immediately
terminate.

         (b) Other Remedies. If any Event of Default (other than as specified in
SECTION 10.1(e) or (f)) shall have occurred and be continuing, the Lender, in
its sole and absolute discretion, may do any of the following:

             (i) declare the principal of and interest on the Loans and the
         Notes at the time outstanding, and all other amounts owed to the Lender
         under this Agreement or any of the Loan Documents and all other
         Obligations, to be forthwith due and payable, whereupon the same shall
         immediately become due and payable without presentment, demand,
         protest, notice of protest and non-payment, notice of default, notice
         of acceleration or intention to accelerate, or other notice of any
         kind, all of which are expressly waived, anything in this Agreement or
         the Loan Documents to the contrary notwithstanding; and

             (ii) terminate the Revolving Credit Facility and any commitment of
         the Lender to make advances hereunder.


                                       47
<PAGE>   53
         (c) Further Remedies. If any Event of Default shall have occurred and
be continuing, the Lender, in its sole and absolute discretion, may do any of
the following:

             (i) notify, or request Borrower to notify, in writing or otherwise,
         any Account Debtor or obligor with respect to any one or more of the
         accounts to make payment to the Lender or any agent or designee of the
         Lender, at such address as may be specified by the Lender, and, if,
         notwithstanding the giving of any notice, any Account Debtor or other
         such obligor shall make payments to Borrower, Borrower shall hold all
         such payments it receives in trust for the Lender, without commingling
         the same with other funds or property of, or held by, Borrower and
         shall deliver the same to the Lender or any such agent or designee
         immediately upon receipt by Borrower in the identical form received,
         together with any necessary endorsements;

             (ii) settle or adjust disputes and claims directly with Account
         Debtors and other obligors on accounts for amounts and on terms which
         the Lender reasonably considers advisable and in all such cases only
         the net amounts received by the Lender in payment of such amounts,
         after deductions of costs and attorneys' fees, shall constitute
         Collateral, and the Borrower shall have no further right to make any
         such settlements or adjustments or to accept any returns of
         merchandise;

             (iii) enter upon any premises on which any Collateral may be
         located and, without resistance or interference by Borrower, take
         physical possession of any or all thereof and maintain such possession
         on such premises or move the same or any part thereof to such other
         place or places as the Lender shall choose, without being liable to the
         Borrower on account of any loss, damage or depreciation that may occur
         as a result thereof, so long as the Lender shall act reasonably and in
         good faith;

             (iv) require the Borrower to, and Borrower shall, without charge to
         the Lender, assemble the Collateral and maintain or deliver it into the
         possession of the Lender or any agent or representative of the Lender
         at such place or places as the Lender may designate;

             (v) at the expense of the Borrower, cause any of the inventory and
         equipment to be placed in a public or field warehouse, and the Lender
         shall not be liable to the Borrower on account of any loss, damage or
         depreciation that may occur as a result thereof, so long as the Lender
         shall act reasonably and in good faith;

             (vi) without notice, demand or other process, and without payment
         of any rent or any other charge, enter Borrower's premises and, without
         breach of the peace, until the Lender completes the enforcement of its
         rights in the Collateral, take possession of such premises or place
         custodians in exclusive control thereof, remain on such premises and
         use the same and any of Borrower's equipment, for the purpose of (A)
         completing any


                                       48
<PAGE>   54
         work in process, preparing any inventory for disposition and disposing
         thereof, and (B) collecting any account, and the Lender is hereby
         granted a license or sublicense and all other rights as may be
         necessary, appropriate or desirable to use the Intellectual Property in
         connection with the foregoing, and the rights of Borrower under all
         licenses and franchise agreements shall inure to the Lender's benefit
         (provided, however, that any use of any federally registered trademarks
         as to any goods shall be subject to the control as to the quality of
         such goods of the owner of such trademarks and the goodwill of the
         business symbolized thereby);

             (vii) exercise any and all of its rights under any and all of the
         Loan Documents;

             (viii) apply any cash Collateral to the payment of the Obligations
         in any order in which the Lender may elect or use such cash in
         connection with the exercise of any of its other rights hereunder or
         under any of the Loan Documents;

             (ix) establish or cause to be established one or more Lockboxes or
         other arrangement for the deposit of proceeds of accounts, and, in such
         case, Borrower shall cause to be forwarded to the Lender at the
         Lender's Office, on a daily basis, copies of all checks and other items
         of payment and deposit slips related thereto deposited in such
         Lockboxes, together with collection reports in form and substance
         satisfactory to the Lender; and

             (x) exercise all of the rights and remedies of a secured party
         under the UCC (whether or not the UCC is applicable) and under any
         other applicable law, including, without limitation, the right, without
         notice except as specified below and with or without taking the
         possession thereof, to repossess the Collateral and to sell the
         Collateral or any part thereof in one or more parcels at public or
         private sale, at any location chosen by the Lender, for cash, on credit
         or for future delivery and at such price or prices and upon such other
         terms as the Lender may deem commercially reasonable. Borrower agrees
         that, to the extent notice of sale shall be required by law, at least
         10 DAYS' NOTICE to Borrower of the time and place of any public sale or
         the time after which any private sale is to be made shall constitute
         reasonable notice, but notice given in any other reasonable manner or
         at any other reasonable time shall also constitute reasonable
         notification. The Lender shall not be obligated to make any sale of
         Collateral regardless of notice of sale having been given. The Lender
         may adjourn any public or private sale from time to time by
         announcement at the time and place fixed therefor, and such sale may,
         without further notice, be made at the time and place to which it was
         so adjourned.

         Section 10.3 Application of Proceeds. All proceeds from each sale of,
or other realization upon, all or any part of the Collateral following an Event
of Default shall be applied or paid over as follows:


                                       49
<PAGE>   55
         (a) First: to the payment of the Obligations (with the Borrower
remaining liable for any deficiency) in any order which the Lender may elect;

         (c) Second: to the creation of a fund in an amount equal to the
Financial Accommodations Reserve, which fund shall be held by the Lender as
security for and applied to the payment of any amounts which may thereafter
become due under all outstanding Letters of Credit and Banker's Acceptances;

         (d) Third: the balance (if any) of such proceeds shall be paid to the
Borrower or, subject to any duty imposed by law or otherwise, to whomsoever is
entitled thereto.

THE BORROWER SHALL REMAIN LIABLE AND WILL PAY, ON DEMAND, ANY DEFICIENCY
REMAINING IN RESPECT OF THE OBLIGATIONS, TOGETHER WITH INTEREST THEREON AT A
RATE PER ANNUM EQUAL TO THE HIGHEST RATE THEN PAYABLE HEREUNDER ON SUCH
OBLIGATIONS, WHICH INTEREST SHALL CONSTITUTE PART OF THE OBLIGATIONS.

         Section 10.4 Power of Attorney. In addition to the authorizations
granted to the Lender under any other provision of this Agreement or any of the
Loan Documents, after the occurrence and during the continuation of any Event of
Default, Borrower hereby irrevocably designates, makes, constitutes and appoints
the Lender (and all Persons designated by the Lender from time to time) as
Borrower's true and lawful attorney and agent in fact, and the Lender or any
agent of the Lender may, without notice to Borrower, and at such time or times
as the Lender or any such agent in its sole discretion may determine, in the
name of Borrower or the Lender,

         (a) demand payment of the accounts, enforce payment thereof by legal
proceedings or otherwise, settle, adjust, compromise, extend or renew any or all
of the accounts or any legal proceedings brought to collect the accounts,
discharge and release the accounts or any of them and exercise all of the
Borrower's rights and remedies with respect to the collection of accounts,

         (b) prepare, file and sign the name of Borrower on any proof of claim
in bankruptcy or any similar document against any Account Debtor or any notice
of Lien, assignment or satisfaction of Lien or similar document in connection
with any of the Collateral,

         (c) endorse the name of Borrower upon any chattel paper, document,
instrument, notice, freight bill, bill of lading or similar document or
agreement relating to the accounts, the inventory or any other Collateral,

         (d) to effect delivery of proceeds of collateral, use the stationery of
Borrower, notify the post office authorities to change the address for delivery
of Borrower's mail to an address designated by the Lender and sign the name of
Borrower to verifications of the accounts and on any notice to the Account
Debtors,

         (e) use the information recorded on or contained in any data processing
equipment


                                       50
<PAGE>   56
and computer hardware and software relating to the accounts, inventory or other
Collateral to which Borrower has access.

         Section 10.5 Miscellaneous Provisions Concerning Remedies.

         (a) Rights Cumulative. The rights and remedies of the Lender under this
Agreement, the Note and each of the Loan Documents shall be cumulative and not
exclusive of any rights or remedies which it would otherwise have. In exercising
such rights and remedies, the Lender may be selective and no failure or delay by
the Lender in exercising any right shall operate as a waiver of such right nor
shall any single or partial exercise of any power or right preclude its other or
further exercise or the exercise of any other power or right.

         (b) Waiver of Marshalling. Borrower hereby waives any right to require
any marshalling of assets and any similar right.

         (c) Limitation of Liability. Nothing contained in this ARTICLE X or
elsewhere in this Agreement or in any of the Loan Documents shall be construed
as requiring or obligating the Lender or any agent or designee of the Lender to
make any demand or to make any inquiry as to the nature or sufficiency of any
payment received by it or to present or file any claim or notice or take any
action with respect to any account or any other Collateral or the moneys due or
to become due thereunder or in connection therewith or to take any steps
necessary to preserve any rights against prior parties, and neither the Lender
nor any of its agents or designees shall have any liability to the Borrower for
actions taken pursuant to this ARTICLE X, any other provision of this Agreement
or any of the Loan Documents, so long as the Lender or such agent or designee
shall act reasonably and in good faith.

         (d) Appointment of Receiver. In any action under this ARTICLE X, the
Lender shall be entitled to the appointment of a receiver, without notice of any
kind whatsoever, to take possession of all or any portion of the Collateral and
to exercise such power as the court shall confer upon such receiver.

         Section 10.6 Trademark License. All trademarks, patents, copyrights,
service marks, and licenses related to the foregoing owned by Borrower are
listed on SCHEDULE 10.6. Each Borrower hereby grants to the Lender the
nonexclusive right and license to use the trademarks described on SCHEDULE 10.6
and any other trademark now or hereafter used by Borrower, for the purposes set
forth in SECTION 10.2(c)(vi) and to permit any purchaser of any portion of the
Collateral through a foreclosure sale or any other exercise of the Lender's
rights and remedies under the Loan Documents to use, sell or otherwise dispose
of the Collateral bearing any such trademark. Such right and license is granted
free of charge, without the requirement that any monetary payment whatsoever be
made to Borrower or any other Person by the Lender. The Borrower hereby jointly
and severally represent, warrant, covenant and agree that it presently has, and
shall continue to have, the right, without the approval or consent of others, to
grant the


                                       51
<PAGE>   57
license set forth in this SECTION 10.6.

                                   ARTICLE XI
                                  MISCELLANEOUS

         Section 11.1 Notices.

         (a) Method of Communication. Except as specifically provided in this
Agreement or in any of the Loan Documents, all notices and the communications
hereunder and thereunder shall be in writing or by telephone subsequently
confirmed in writing. Notices in writing shall be delivered personally or sent
by overnight courier service, by certified or registered mail, postage pre-paid,
or by facsimile transmission and shall be deemed received, in the case of
personal delivery, when delivered, in the case of overnight courier service, on
the next Business Day after delivery to such service, in the case of mailing, on
the third day after mailing (or, if such day is a day on which deliveries of
mail are not made, on the next succeeding day on which deliveries of mail are
made) and, in the case of facsimile transmission, upon transmittal; provided
that in the case of notices to the Lender, the Lender shall be charged with
knowledge of the contents thereof only when such notice is actually received by
the Lender. A telephonic notice to the Lender as understood by the Lender will
be deemed to be the controlling and proper notice in the event of a discrepancy
with or failure to receive a confirming written notice.

         (b) Addresses for Notices. Notices to any party shall be sent to it at
the following addresses, or any other address of which all the other parties are
notified in writing.

         If to the Borrower:        Long Reach Holdings, Inc.
                                    12300 Amelia Dr.
                                    Houston, Texas 77045
                                       Attention: President
                                    Facsimile No.: 713-433-5197

         If to the Lender:          Bank One, Texas, N.A.
                                    1717 Main, 3rd Floor
                                    Dallas, Texas 75201
                                    Attention:  Asset Based Finance Group
                                    Facsimile No.:  (214) 290-5382

         Section 11.2 Expenses. Within ten (10) days after presentation of an
invoice for such costs and expenses, outlining such items in reasonable detail,
the Borrower agrees to pay or reimburse all reasonable costs and expenses
incurred by the Lender arising out of or in connection with this Agreement and
the Loans including, without limitation, (a) the reasonable fees and expenses of
counsel in connection with the negotiation, preparation, execution, delivery,
enforcement and termination of this Agreement and each of the other Loan
Documents, (b) the


                                       52
<PAGE>   58
out-of-pocket costs and expenses incurred in connection with the administration
and interpretation of this Agreement and the other Loan Documents, (c) the costs
and expenses of lien searches, (d) all stamp, registration, recordation and
similar taxes, fees or charges related to the Collateral and charges of filing
financing statements and continuations and the costs and expenses of taking
other actions to perfect, protect, and continue the security interest of Lender;
(e) costs and expenses related to the preparation, execution and delivery of any
waiver, amendment, supplement or consent by the Lender relating to this
Agreement or any of the Loan Documents; (f) sums paid or obligations incurred in
connection with the payment of any amount or taking any action required of
Borrower under the Loan Documents that Borrower fails to pay or take; (g) costs
of inspections and verifications of the Collateral, including, without
limitation, $500.00 PER DIEM per examiner plus out of pocket expenses for
travel, lodging, and meals arising in connection with inspections of the
Collateral and the Borrower' operations and books and records by the Lender's
agents; (h) costs and expenses of forwarding loan proceeds, collecting checks
and other items of payment, and establishing and maintaining each account of
Borrower maintained with Lender and each Blocked Account and Lockbox; (i) costs
and expenses of preserving and protecting the Collateral; (j) after the
occurrence and during the continuation of any Event of Default, costs and
expenses related to consulting with and obtaining opinions and appraisals from
one or more Persons, including personal property appraisers, accountants and
lawyers, concerning the value of any Collateral for the Obligations or related
to the nature, scope or value of any right or remedy of the Lender hereunder or
under any of the Loan Documents, including any review of factual matters in
connection therewith, which expenses shall include the fees and disbursements of
such Persons; and (k) after the occurrence and during the continuation of any
Event of Default, costs and expenses paid or incurred to obtain payment of the
Obligations, enforce the security interest of Lender, sell or otherwise realize
upon the Collateral, and otherwise enforce the provisions of the Loan Documents,
or to prosecute or defend any claim in any way arising out of, related to or
connected with, this Agreement or any of the Loan Documents, which expenses
shall include the reasonable fees and disbursements of counsel and of experts
and other consultants retained by the Lender.

The foregoing shall not be construed to limit any other provisions of the Loan
Documents regarding costs and expenses to be paid by the Borrower. THE BORROWER
HEREBY AUTHORIZES THE LENDER, UPON NOTICE TO BORROWER, TO DEBIT BORROWER'S LOAN
ACCOUNT (BY INCREASING THE PRINCIPAL AMOUNT OF THE REVOLVING LOAN) IN THE AMOUNT
OF ANY COSTS, FEES AND EXPENSES OWED BY BORROWER WHEN DUE.

         Section 11.3 Setoff. In addition to any rights now or hereafter granted
under applicable law, and not by way of limitation of any such rights, upon and
after the occurrence of any Event of Default, the Lender and any participant
with the Lender in the Loans are hereby authorized by Borrower at any time or
from time to time, without notice to Borrower or to any other Person, any such
notice being hereby expressly waived, to set off and to appropriate and to apply
any and all deposits (general or special, time or demand, including, but not
limited to, indebtedness evidenced by certificates of deposit, whether matured
or unmatured) and any other indebtedness


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at any time held or owing by the Lender or any participant to or for the credit
or the account of Borrower against and on account of the Obligations
irrespective or whether or not (a) the Lender shall have made any demand under
this Agreement or any of the Loan Documents, or (b) the Lender shall have
declared any or all of the Obligations to be due and payable as permitted by
SECTION 10.2 and although such Obligations shall be contingent or unmatured.

         Section 11.4 Venue; Service of Process. THE BORROWER AND THE LENDER
HEREBY AGREE THAT THE FEDERAL COURT OF THE NORTHERN DISTRICT OF TEXAS (DALLAS
DIVISION) OR, AT THE OPTION OF THE LENDER, ANY COURT IN WHICH THE LENDER SHALL
INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER
JURISDICTION OVER THE MATTER IN CONTROVERSY AND WHICH SITS IN A JURISDICTION IN
WHICH BORROWER TRANSACTS BUSINESS SHALL HAVE NON-EXCLUSIVE JURISDICTION TO HEAR
AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE BORROWER AND THE LENDER,
PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE LOAN DOCUMENTS OR TO
ANY MATTER ARISING THEREFROM. The Borrower expressly submits and consents in
advance to such jurisdiction in any action or proceeding commenced in such
courts, hereby waiving personal service of the summons and complaint or other
process or papers issued therein and agreeing that service of such summons and
complaint or other process or papers may be made by registered or certified mail
addressed to the Borrower at the address set forth in SECTION 11.1(b), which
service shall be deemed made upon receipt thereof. The non-exclusive choice of
forum set forth in this section shall not be deemed to preclude the enforcement
of any judgment obtained in such forum or the taking of any action under this
agreement to enforce the same in any appropriate jurisdiction. ALL PARTIES
HERETO AGREE THAT VENUE IS PROPER IN DALLAS COUNTY, TEXAS, THAT SUCH COUNTY IS A
CONVENIENT FORUM IN WHICH TO DECIDE ANY DISPUTE ARISING HEREUNDER AND HEREBY
AGREE NOT TO ASSERT ANY ARGUMENT THAT SUCH COUNTY IS AN INCONVENIENT OR IMPROPER
FORUM FOR ANY SUCH DISPUTE.

         Section 11.5 Assignment; Participation. All the provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Borrower may not
assign or transfer any of their rights under this Agreement. The Lender may
assign to one or more Persons, or sell participations to one or more Persons in,
all or a portion of its rights and obligations hereunder and under the Note and,
in connection with any such assignment or sale of a participation, may assign
its rights and obligations under the Loan Documents. The Lender may, in
connection with any assignment or proposed assignment or sale or proposed sale
of a participation, disclose to the assignee or proposed assignee or participant
or proposed participant any information relating to the Borrower furnished to
the Lender by or on behalf of the Borrower.

         Section 11.6 Amendments. Any term, covenant, agreement or condition of
this Agreement or any of the other Loan Documents may be amended or waived and
any departure therefrom may be consented to if, but only if, such amendment,
waiver or consent is in writing signed by the Lender and, in the case of an
amendment, by the Borrower. Unless otherwise specified in such waiver or
consent, a waiver or consent given hereunder shall be effective only


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in the specific instance and for the specific purpose for which given.

         Section 11.7 Performance of Borrower's Duties. If Borrower shall fail
to do any act or thing which it has covenanted to do under this Agreement or any
of the Loan Documents, the Lender may (but shall not be obligated to) do the
same or cause it to be done either in the name of the Lender or in the name and
on behalf of Borrower, and Borrower hereby irrevocably authorizes the Lender so
to act.

         SECTION 11.8 INDEMNIFICATION. THE BORROWER SHALL REIMBURSE THE LENDER
FOR ALL REASONABLE COSTS AND EXPENSES, INCLUDING LEGAL FEES AND EXPENSES,
INCURRED AND TO INDEMNIFY AND HOLD THE LENDER HARMLESS FROM AND AGAINST ALL
LOSSES SUFFERED BY THE LENDER IN CONNECTION WITH (a) THE EXERCISE BY THE LENDER
OF ANY RIGHT OR REMEDY GRANTED TO IT UNDER THIS AGREEMENT OR ANY OF THE LOAN
DOCUMENTS, (b) ANY CLAIM, AND THE PROSECUTION OR DEFENSE THEREOF, ARISING OUT OF
OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, EXCEPT
IN THE CASE OF A DISPUTE BETWEEN THE BORROWER AND THE LENDER IN WHICH THE
BORROWER PREVAILS IN A FINAL UNAPPEALED OR UNAPPEALABLE JUDGMENT, AND (c) THE
COLLECTION OR ENFORCEMENT OF THE OBLIGATIONS OR ANY OF THEM; EXCLUDING, HOWEVER,
LOSSES INCURRED BY LENDER AS A RESULT OF LENDER'S GROSS NEGLIGENCE, WILLFUL
MISCONDUCT OR VIOLATION OF LAW OR LOSSES INCURRED AS A RESULT OF ACTIONS TAKEN
BY LENDER AFTER TAKING POSSESSION OF ANY COLLATERAL. BORROWER AND LENDER
EXPRESSLY INTEND THAT THE FOREGOING INDEMNITY SHALL COVER, AND THAT BORROWER
SHALL INDEMNIFY AND HOLD LENDER HARMLESS FROM AND AGAINST, COSTS, EXPENSES AND
LOSSES SUFFERED AS A RESULT OF THE NEGLIGENCE OF LENDER.

         Section 11.9 All Powers Coupled with Interest. All powers of attorney
and other authorizations granted to the Lender and any Persons designated by the
Lender pursuant to any provisions of this Agreement or any of the Loan Documents
shall be deemed coupled with an interest and shall be irrevocable so long as any
of the Obligations remain unpaid or unsatisfied or the Revolving Credit Facility
has not been terminated.

         Section 11.10 Survival. Notwithstanding any termination of this
Agreement, (a) until all Obligations have been paid in full and the Revolving
Credit Facility terminated, the Lender shall retain its security interest in the
Collateral and shall retain all rights under this Agreement and each of the Loan
Documents with respect to the Collateral as fully as though this Agreement had
not been terminated, and (b) the indemnities to which the Lender is entitled
under the provisions of this Agreement and the Loan Documents shall continue in
full force and effect and shall protect the Lender against events arising after
such termination as well as before.

         Section 11.11 Severability of Provisions. Any provision of this
Agreement or any other Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remainder of
such provision or the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.


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<PAGE>   61
         Section 11.12 Governing Law. This Agreement and the Note shall be
construed in accordance with and governed by the law of the State of Texas.

         Section 11.13 Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns, and all of which taken
together shall constitute one and the same agreement.

         Section 11.14 Consent to Advertising and Publicity. The Borrower agree
that the Lender may issue and disseminate to the public information describing
the credit accommodation entered into pursuant to this Agreement, including the
name and address of the Borrower and the amount and a general description of the
credit facilities provided hereunder.

         Section 11.15 Final Agreement. This Agreement and the other Loan
Documents are intended by the parties hereto as the final, complete and
exclusive expression of the agreement among them with respect to the subject
matter hereof and thereof. This Agreement and the other Loan Documents supersede
any and all prior oral or written agreements between the parties hereto relating
to the subject matter hereof and thereof.

         Section 11.16 JURY WAIVER. BORROWER AND LENDER HEREBY VOLUNTARILY,
KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR
OTHERWISE) BETWEEN OR AMONG THE BORROWER AND LENDER ARISING OUT OF OR IN ANY WAY
RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY RELATIONSHIP BETWEEN
LENDER AND BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO
PROVIDE THE FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

         Section 11.17 Arbitration. Lender and Borrower agree that upon the
written demand of either party, whether made before or after the institution of
any legal proceedings, but prior to the rendering of any judgment in that
proceeding, all disputes, claims and controversies between them, whether
individual, joint, or class in nature, arising from this Agreement, any Loan
Document or otherwise, including without limitation contract disputes and tort
claims, shall be resolved by binding arbitration pursuant to the Commercial
Rules of the American Arbitration Association ("AAA"). Any arbitration
proceeding held pursuant to this arbitration provision shall be conducted in the
city nearest the Borrower's address having an AAA regional office, or at any
other place selected by mutual agreement of the parties. No act to take or
dispose of any Collateral shall constitute a waiver of this arbitration
agreement or be prohibited by this arbitration agreement. This arbitration
provision shall not limit the right of either party during any dispute, claim or
controversy to seek, use, and employ ancillary, or preliminary rights and/or


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remedies, judicial or otherwise, for the purposes of realizing upon, preserving,
protecting, foreclosing upon or proceeding under forcible entry and detainer for
possession of, any real or personal property, and any such action shall not be
deemed an election of remedies. Such remedies include, without limitation,
obtaining injunctive relief or a temporary restraining order, invoking a power
of sale under any deed of trust or mortgage, obtaining a writ of attachment or
imposition of a receivership, or exercising any rights relating to personal
property, including exercising the right of set-off, or taking or disposing of
such property with or without judicial process pursuant to the Uniform
Commercial Code. Any disputes, claims or controversies concerning the lawfulness
or reasonableness of an act, or exercise of any right or remedy concerning any
Collateral, including any claim to rescind, reform, or otherwise modify any
agreement relating to the Collateral, shall also be arbitrated; provided,
however that no arbitrator shall have the right or the power to enjoin or
restrain any act of either party. Judgment upon any award rendered by any
arbitrator may be entered in any court having jurisdiction. The statute of
limitations, estoppel, waiver, laches and similar doctrines which would
otherwise be applicable in an action brought by a party shall be applicable in
any arbitration proceeding, and the commencement of an arbitration proceeding
shall be deemed the commencement of any action for these purposes. The Federal
Arbitration Act (Title 9 of the United States Code) shall apply to the
construction, interpretation, and enforcement of this arbitration provision.

         Section 11.18 Confidentiality. Lender shall use its reasonable efforts
to hold all nonpublic information obtained from the Borrower or any of its
respective officers, employees, agents, attorneys, accountants or Affiliates in
accordance with safe and sound business practices provided that in any event
Lender may make disclosure to such of its respective Affiliates, officers,
directors, employees, agents, accountants, lawyers, and other advisors and
representatives as need to know such information in connection with this
Agreement. Lender may also make disclosure reasonably required or requested by
any Governmental Agency or representative thereof, or pursuant to legal process
(provided that Lender shall reasonable efforts to inform Borrower prior to such
disclosure, but without any liability for failure to do so).

         THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

                                          BORROWER:

                                          Long Reach Holdings, Inc.

                                               /s/ D.M. Buchanan
                                          By: ______________________________
                                                   D.M. Buchanan
                                                   President


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<PAGE>   63
                                          LENDER:

                                          BANK ONE, TEXAS, NATIONAL ASSOCIATION

                                               /s/ Carl C. Prudhomme III
                                          By: ______________________________
                                                   Carl C. Prudhomme III
                                                   Vice President


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