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                                                                     EXHIBIT 4.5


Approved By: Officer:      Name: ___________________ Number: ____________
Dept./Br.: Name: __________________________ No.: _________
CLN No.: ____________ Future No. _______ Current  No. _______ Borrower Name:
__________________________________________________
Interest Rate: ___________________ Interest From: ___________ Renewal of Current
No.: _______ ABOVE INFORMATION IS FOR INTERNAL BANK USE ONLY AND IS NOT PART OF
THE PROMISSORY NOTE.

                              AMENDED AND RESTATED
                             SECURED PROMISSORY NOTE
                            Revolving Line of Credit

Principal Amount: $20,000,000.00                          Date: October 21, 1997

           Headquarters           Phoenix                                Arizona
________________________________________________________________________________
           (Office)               (City)

PROMISE TO PAY AND INTEREST. For value received, the undersigned ("BORROWER"),
promises to pay to BANK ONE, ARIZONA, NA, a national banking association, or
order (the "BANK") at 241 N. Central Avenue, Phoenix, Arizona 85004, or at such
other place as Bank may designate in writing, in lawful money of the United
States of America, the aggregate principal sum of $20,000,000.00, or such lesser
amount as shall have been disbursed and is unpaid as shown on the records of
Bank which shall be conclusive as to such amount, with interest from time to
time on each advance ("ADVANCE") under the Amended and Restated Loan Agreement,
dated of even date herewith, between Borrower and Bank, as amended, modified,
extended, renewed, restated, and supplemented from time to time ("LOAN
AGREEMENT"), from the date advanced as follows:

         (a) Except to the extent that an Advance bears interest at the Fixed
Rate, as defined herein, pursuant to this Note, interest shall accrue on the
unpaid principal of each Advance at the Variable Rate. Interest at the Variable
Rate shall be computed on the basis of a 360 day year and accrue on a daily
basis for the actual number of days elapsed.

         (b) To the extent Borrower shall elect as provided in this Note,
interest shall accrue on the unpaid principal of an Advance at the Fixed Rate.
Interest at the Fixed Rate shall be computed on the basis of a 360 day year and
accrue on a daily basis for the actual number of days elapsed.

         As used in this Note:

         "BUSINESS DAY" means a day of the year on which banks are not required
or authorized to close in Phoenix, Arizona, and, with respect to a Fixed Rate
Advance, a day on which dealings are carried on in the London interbank market.

         "EUROCURRENCY LIABILITIES" has the meaning assigned to that term in
Regulation D of the Board of Governors to the Federal Reserve System, as in
effect from time to time.

         "EURODOLLAR RATE RESERVE PERCENTAGE" for the Interest Period for each
Fixed Rate Advance means the reserve percentage applicable two (2) Business Days
before the first day of such Interest Period under regulations



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issued from time to time by the Board of Governors of the Federal Reserve System
(or any successor) for determining the maximum reserve requirement (including,
but not limited to, any emergency, supplemental, or other marginal reserve
requirement) for a member bank of the Federal Reserve System in San Francisco
with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities (or with respect to any other category of liabilities which includes
deposits by reference to which the interest rate on Fixed Rate Advances is
determined) having a term equal to such Interest Period.

         "FIXED RATE" means the rate per annum equal to the sum of (i) one and
three quarters percent (1.75%) per annum, and (ii) the rate per annum obtained
by dividing (A) the rate of interest determined by Bank, based on Telerate
System reports or such other source as may be selected by Bank, to be the
"London Interbank Offered Rate" at which deposits in United States dollars are
offered by major banks in London, England, one (1) Business Day before the first
day of the respective Interest Period by (B) a percentage equal to one hundred
percent (100%) minus the Eurodollar Rate Reserve Percentage for the period equal
to such Interest Period.

         "FIXED RATE ADVANCE" means an Advance that bears or is requested to
bear interest at the Fixed Rate.

         "INTEREST PERIOD" means, for each Fixed Rate Advance, the period
commencing on the date of such Fixed Rate Advance and ending on the last day of
the period selected by Borrower pursuant to the provisions herein and,
thereafter, each subsequent period commencing on the last day of the immediately
preceding Interest Period and ending on the last day of the period selected by
Borrower pursuant to the provisions herein. The duration of each Interest Period
shall be one (1) month, two (2) months, or three (3) months, as selected by
Borrower in the request for a Fixed Rate Advance, provided, however, that:

         (i)      Interest Periods commencing on the same date shall be of the
         same duration;

         (ii) Whenever the last day of any Interest Period would otherwise occur
         on a day other than a Business Day, the last day of such Interest
         Period shall be extended to occur on the next succeeding Business Day,
         provided that if such extension would cause the last day of such
         Interest Period to occur in the next following calendar month, the last
         day of such Interest Period shall occur on the last preceding Business
         Day; and

         (iii) No Interest Period with respect to any Advance shall extend
         beyond the Maturity Date.

         "REGULATORY CHANGE" means any change effective after the date of this
Note in United States federal, state, or foreign law, regulations, or rules or
the adoption or making after such date of any interpretation, directive, or
request applying to a class of banks including Bank, of or under any United
States federal, state, or foreign law, regulation, or rule (whether or not
having the force of law) by any court or governmental or monetary authority
charged with the interpretation or administration thereof.

         "VARIABLE RATE" means the rate per annum most recently publicly
announced by Bank, or its successors, in Phoenix, Arizona, as its "prime rate",
as in effect from time to time. The Variable Rate will change on each day that
the "prime rate" changes. The "prime rate" is not necessarily the best or lowest
rate offered by Bank, and Bank may lend to its customers at rates that are at,
above, or below its "prime rate".

         "VARIABLE RATE ADVANCE" means an Advance that bears or that is
requested to bear interest at the Variable Rate.



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         Each request for an Advance under the Loan Agreement shall, in addition
to complying with the other requirements in the Loan Agreement, (i) specify the
date and amount of the requested Advance, (ii) specify whether the Advance shall
be an Advance that bears interest at the Variable Rate or shall be an Advance
that bears interest at the Fixed Rate, and (iii) if the Advance is to bear
interest at the Fixed Rate, (A) specify the Interest Period, (B) be delivered to
Bank at least three (3) Business Days prior to the date of the requested
Advance, and (C) be in a minimum amount of $1,000,000.00 with integral multiples
of $500,000.00 in excess thereof. Any Advance not complying with the foregoing
requirements for an Advance bearing interest at the Fixed Rate shall bear
interest at the Variable Rate.

         Borrower may on any Business Day, upon written notice to and received
by Bank not later than 12:00 p.m. (Phoenix, Arizona local time) (i) on the third
Business Day, in the case of any conversion of a Variable Rate Advance into a
Fixed Rate Advance and (ii) on the first Business Day in the case of any
conversion of a Fixed Rate Advance into a Variable Rate Advance, prior to the
date of the proposed conversion, convert any Advance of one type into an Advance
of the other type, provided, however, that any conversion of a Fixed Rate
Advance shall only be made on the last day of the applicable Interest Period.
Each such notice of a conversion shall specify the date of such conversion and
the Advance(s) to be converted.

         Notwithstanding any provision of the Loan Documents to the contrary,
Bank shall be entitled to fund and maintain its funding of all or any part of
any Advance in any manner it sees fit, provided, however, that for the purposes
of this Note, all determinations hereunder shall be made as if Bank had actually
funded and maintained each Fixed Rate Advance during the Interest Period
therefor through the purchase of deposits having a maturity corresponding to the
last day of the Interest Period and bearing an interest rate equal to the Fixed
Rate for such Interest Period.

         If, due to any Regulatory Change, there shall be any increase in the
cost to Bank of agreeing to make or making, funding, or maintaining Fixed Rate
Advances (including, without limitation, any increase in any applicable reserve
requirement), then Borrower shall from time to time, upon demand by Bank, pay to
Bank such amounts as Bank may reasonably determine to be necessary to compensate
Bank for any additional costs that Bank reasonably determines are attributable
to such Regulatory Change and Bank will notify the Borrower of any Regulatory
Change that will entitle Bank to compensation pursuant to this paragraph as
promptly as practicable, but in any event within 90 days after Bank obtains
knowledge thereof, provided, however, that if Bank fails to give such notice
within 90 days after it obtains knowledge of such a Regulatory Change, Bank
shall, with respect to compensation payable in respect of any costs resulting
from such Regulatory Change, only be entitled to payment for costs incurred from
and after the date that Bank does give such notice. Bank will furnish to
Borrower a certificate setting forth in reasonable detail the basis for the
amount of each request by Bank for compensation under this paragraph.
Determinations by Bank of the amounts required to compensate Bank shall be
conclusive, absent manifest error. Bank shall be entitled to compensation in
connection with any Regulatory Change only for costs actually incurred by Bank.

         Notwithstanding any provision of the Loan Documents, if Bank shall
notify Borrower that as a result of a Regulatory Change it is unlawful for Bank
to make Advances at the Fixed Rate, or to fund or maintain Fixed Rate Advances,
(i) the obligations of Bank to make Advances at the Fixed Rate and to convert
Advances to the Fixed Rate shall be suspended until Bank shall notify Borrower
that the circumstances causing such suspension no longer exist, and (ii) in the
event such Regulatory Change makes the maintenance of Advances at the Fixed Rate
unlawful, Borrower shall forthwith prepay in full all Fixed Rate Advances then
outstanding, together with interest accrued thereon and all amounts in
connection with such prepayment specified in the paragraph in this


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Note titled "PREPAYMENT", unless Borrower, within five (5) Business Days of
notice from Bank, converts all Fixed Rate Advances then outstanding into
Variable Rate Advances pursuant to the conversion procedures in this Note and
pays all amounts in connection with such prepayments or conversions specified in
the paragraph in this Note titled "PREPAYMENT".

         Notwithstanding any other provision of the Loan Documents, if prior to
the commencement of any Interest Period, Bank shall determine (i) that United
States dollar deposits in the amount of any Fixed Rate Advance to be outstanding
during such Interest Period are not readily available to Bank in the London
interbank market, or (ii) by reason of circumstances affecting the London
interbank market, adequate and reasonable means do not exist for ascertaining
the Fixed Rate, then Bank shall promptly give notice thereof to Borrower and the
obligation of Bank to create, continue, or effect by conversion any Fixed Rate
Advance in such amount and for such Interest Period shall terminate until United
States dollar deposits in such amount and for the Interest Period shall again be
readily available in the London interbank market and adequate and reasonable
means exist for ascertaining the Fixed Rate.

         Interest shall be due and payable commencing on November 1, 1997, and
continuing on the same day of each successive month thereafter until August 1,
1999 ("MATURITY DATE"). No payments of principal shall be due and payable until
the Maturity Date.

         On the Maturity Date Borrower shall pay to Bank the unpaid principal,
all accrued and unpaid interest, and all other amounts ("OTHER AMOUNTS") payable
by Borrower to Bank under the Loan Documents. "LOAN DOCUMENTS" means this Note,
any related loan agreements, any related letter of credit agreements, and any
other agreements, documents, and instruments evidencing, guarantying, securing,
or otherwise relating to this Note, as they may be amended, modified, extended,
renewed, restated, or supplemented from time to time.

         Principal shall bear interest at the Interest Rate from the date of
disbursement until the due date thereof, whether due by acceleration or
otherwise. Principal, interest, and Other Amounts not paid when due and any
judgment therefor shall bear interest from its due date or the judgment date, as
applicable, until paid at a rate ("DEFAULT RATE") equal to the sum of (i) four
percent (4%) per annum and (ii) the Interest Rate, and such interest shall be
immediately due and payable.

         Borrower agrees to pay an effective rate of interest that is the sum of
(i) the interest rate provided herein and (ii) any additional rate of interest
resulting from any other charges or fees paid or to be paid in connection
herewith that are determined to be interest or in the nature of interest.

APPLICATION OF PAYMENTS. At the option of Bank, payments shall be applied to
principal, interest, and Other Amounts in such order as Bank shall determine.

PREPAYMENT. Except as to payments due under this paragraph with respect to
payment or conversion of a Fixed Rate Advance on a day other than the last
Business Day in the Interest Period for such Fixed Rate Advance, Borrower may,
upon at least three (3) Business Days' notice in the case of Fixed Rate Advances
and one (1) Business Day's notice in the case of Variable Rate Advances to Bank
stating the proposed date and aggregate principal amount of the prepayment, and
if such notice is given Borrower shall, prepay the outstanding principal of
balance hereof in whole or in part at any time prior to the Maturity Date
without penalty or premium as stated in such notice by Borrower, provided that
such prepayment also includes accrued interest to the date of such prepayment on
the principal amount prepaid, and provided however, that if any payment of all
or any


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portion of a Fixed Rate Advance shall be made other than on the last day of the
Interest Period for such Fixed Rate Advance (such last day, the "TERMINATION
DATE"), or if Borrower shall convert a Fixed Rate Advance to a Variable Rate
Advance other than on the Termination Date for any reason (including, without
limitation, any optional or required prepayment under this Note and any
acceleration of the Maturity Date) then, anything in the Loan Documents to the
contrary notwithstanding, Borrower shall also pay a prepayment premium, if any,
equal to the product of (i) the Average Lost Monthly Interest Income and (ii)
the number of months from the date of prepayment to the Termination Date (with
any fraction of a month counted as a month), discounted to present value at the
Discount Rate over a period equal to one-half of the number of months in (ii)
above. As used in this paragraph:

         "AVERAGE LOST MONTHLY INTEREST INCOME" means the amount determined by
         dividing (i) the product of the Average Principal and the Lost Rate, by
         (ii) 12, where:

         "AVERAGE PRINCIPAL" means the amount equal to either (i) one-half the
         sum of (A) the amount of principal being prepaid and (B) the amount of
         principal that is scheduled to be subject to the Fixed Rate Advance in
         question immediately before the Termination Date ("BALLOON AMOUNT"), or
         (ii) the amount of principal being prepaid, if such amount is less than
         the Balloon Amount; and

         "LOST RATE" means the rate per annum equal to the percentage, if any,
         by which (i) the yield to maturity of United States Treasury debt
         obligations having a maturity date nearest to the Termination Date
         ("TREASURY OBLIGATIONS") determined as of the first day of the
         respective Interest Period exceeds (ii) the yield to maturity of
         Treasury Obligations determined on the date of prepayment.

         "DISCOUNT RATE" means the rate per annum equal to the yield to maturity
         of Treasury Obligations determined on the date of prepayment.

         The maturity date and yield to maturity of Treasury Obligations shall
be determined by Lender, in its reasonable discretion, on the basis of
quotations published in THE WALL STREET JOURNAL or other comparable sources
generally used in the banking industry.

         This Note evidences a revolving line of credit. Borrower shall be
entitled to reborrow any amounts prepaid pursuant to this Section.

LATE CHARGE. If any payment of interest is not received by Bank within fifteen
(15) days after its due date, then, in addition to the other rights and remedies
of Bank, a late charge of four percent (4%) of the amount due and unpaid will be
charged to Borrower without notice to Borrower. Such late charge shall be
immediately due and payable.

NO COUNTERCLAIMS, DEDUCTIONS, ETC. All payments and other obligations of
Borrower under the Loan Documents will be made and performed without
counterclaim, deduction, defense, deferment, reduction, or set-off.

SECURITY. This Note is secured by, inter alia, the Amended and Restated Security
Agreement, which Amended and Restated Security Agreement creates a lien on that
certain personal property described therein.

EVENTS OF DEFAULT. Each of the following shall be an event of default ("EVENT OF
DEFAULT"):


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         1. Failure by any Loan Party to pay within five (5) days after the date
due (i) any amount payable by such Loan Party under any of the Loan Documents,
or (ii) any other indebtedness of such Loan Party to Bank. "LOAN PARTY" means
Borrower and any other person that from time to time is obligated to Bank under
any of the Loan Documents or grants any property, interests in property, or
rights to property to secure any or all obligations of any person under the Loan
Documents.

         2. Failure by any Loan Party to perform any obligation not involving
the payment of money, or to comply with any other term or condition applicable
to such Loan Party, in any of the Loan Documents and the expiration of fifteen
(15) days after written notice of such failure by Bank to such Loan Party.

         3. Any representation or warranty made by any Loan Party in any of the
Loan Documents or otherwise or any information delivered by any Loan Party to
Bank in obtaining or hereafter in connection with the credit evidenced by this
Note is materially incomplete, incorrect, or misleading as of the date made or
delivered.

         4. Bank believes in good faith that a Material Adverse Change has
occurred after the date of the financial statements and other information
provided by any Loan Party in obtaining the credit evidenced by this Note.
"MATERIAL ADVERSE CHANGE" means any material change in the assets, business,
financial condition, operations, prospects, or results of operations of any Loan
Party or any other material event or condition that in the reasonable opinion of
Bank (i) could materially affect the likelihood of performance by any Loan Party
of any of the obligations in the Loan Documents, (ii) could materially affect
the ability of any Loan Party to perform any of the obligations in any of the
Loan Documents, (iii) could materially affect the legality, validity, or binding
nature of any of the obligations in the Loan Documents or any lien or
encumbrance securing any of the obligations under the Loan Documents, or (iv)
could materially affect the priority of any lien, security interest, or other
encumbrance securing any of the obligations in the Loan Documents.

         5. Any Loan Party (i) is unable or admits in writing such Loan Party's
inability to pay such Loan Party's monetary obligations as they become due, (ii)
makes a general assignment for the benefit of creditors, or (iii) applies for,
consents to, or acquiesces in, appointment of a trustee, receiver, or other
custodian for such Loan Party or any or all of the property of such Loan Party,
or in the absence of such application, consent, or acquiescence by such Loan
Party a trustee, receiver, or other custodian is appointed for such Loan Party
or any or all of the property of such Loan Party.

         6. Commencement of any case under the Bankruptcy Code (Title 11 of the
United States Code) or commencement of any other bankruptcy, arrangement,
reorganization, receivership, custodianship, or similar proceeding under any
federal, state, or foreign law by or against any Loan Party and with respect to
any such case or proceeding that is involuntary, such case or proceeding is not
dismissed within ninety (90) days of the filing thereof.

         7. The death, incompetence, dissolution, or liquidation of any Loan
Party; the consolidation or merger of any Loan Party with any other Person; or
the taking of any action by any Loan Party toward a dissolution, liquidation,
consolidation, or merger.

         8. Any Loan Party or any other person on behalf of any Loan Party
claims that any Loan Document is not legal, valid, binding, and enforceable
against any Loan Party, that any lien, security interest, or other encumbrance
securing any of the obligations under the Loan Documents is not legal, valid,
binding, and


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enforceable, or that the priority of any lien, security interest, or other
encumbrance securing any of the obligations in the Loan Documents is different
than the priority represented and warranted in the Loan Documents.

         9. The occurrence of any condition or event that is a default or is
designated as a default, an event of default, or an Event of Default in any
other Loan Document or in any agreement, document, or instrument relating to any
other indebtedness of any Loan Party to Bank.

RIGHTS AND REMEDIES OF BANK. Upon occurrence of an Event of Default, Bank may,
at its option, in its absolute and sole discretion, and without demand or
notice, (i) declare the obligations in the Loan Documents to be immediately due
and payable, whereupon the obligations in the Loan Documents shall be
immediately due and payable, and (ii) exercise any or all other rights and
remedies of Bank concurrently or consecutively in such order as Bank elects. The
rights and remedies of Bank shall be cumulative and non-exclusive. Delay,
discontinuance, or failure to exercise any right or remedy of Bank shall not be
a waiver thereof, or of any other right or remedy of Bank, or of the time of the
essence provision. Exercise of any right or remedy of Bank shall not cure or
waive any Event of Default or invalidate any act done in response to any Event
of Default.

LIMIT OF LIABILITY OF BANK. In exercising rights and remedies, neither Bank nor
any stockholder, director, officer, employee, agent, or representative of Bank
shall have any liability for any injury to the assets, business, operations, or
property of Borrower or any other liability to Borrower, other than for its own
gross negligence or willful misconduct.

SURVIVAL. The representations, warranties, and covenants of the Loan Parties in
the Loan Documents shall survive the execution and delivery of the Loan
Documents and the making of advances to Borrower.

INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, WAIVER,
APPROVAL, CONSENT, ETC. The Loan Documents contain the complete understanding
and agreement of Borrower and Bank and supersede all prior representations,
warranties, agreements, arrangements, understandings, and negotiations. No
provision of the Loan Documents may be changed, discharged, supplemented,
terminated, or waived except in a writing signed by the parties thereto. Delay
or failure by Bank to insist on performance of any obligation when due or
compliance with any other term or condition in the Loan Documents shall not
operate as a waiver thereof or of any other obligation, term, or condition or of
the time of the essence provision. Acceptance of late payments shall not be a
waiver of the time of the essence provision, the right of Bank to require that
subsequent payments be made when due, or the right of Bank to declare an Event
of Default if subsequent payments are not made when due. Any approval, consent,
or statement that a matter is satisfactory by Bank under the Loan Documents must
be in writing executed by Bank and shall be construed to apply only to the
person(s) and facts specifically set forth in the writing.

BINDING EFFECT. The Loan Documents shall be binding upon and shall inure to the
benefit of Bank and the Loan Parties and their successors and assigns and the
executors, legal administrators, personal representatives, heirs, devisees, and
beneficiaries of the Loan Parties, provided, however, that the Loan Parties may
not assign any of their rights or delegate any of their obligations under the
Loan Documents and any purported assignment or delegation shall be void. Bank
may from time to time in its absolute and sole discretion assign it rights and
delegate its obligations under the Loan Documents, in whole or in part, without
notice to or consent by any Loan Party (including, without limitation,
participations). In addition to any greater or lesser limitation provided by


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law, no Loan Party shall assert against any assignee of Bank any claims or
defenses such Loan Party may have against Bank, except claims and defenses
arising under the Loan Documents.

COSTS, EXPENSES, AND FEES. Borrower agrees to pay on demand all external and
internal costs, expenses, and fees (including, without limitation, as
applicable, inside and outside attorneys, paralegals, document clerks and
specialists, appraisal, appraisal review, environmental assessment,
environmental testing, environmental cleanup, other inspection, processing,
title, filing, and recording costs, expenses, and fees) of Bank (i) in the
negotiation, execution, delivery, and modification of the Loan Documents, (ii)
in enforcement of the Loan Documents and exercise of the rights and remedies of
Bank, (iii) in defense of the legality, validity, binding nature, and
enforceability of the Loan Documents and the perfection and priority of the
liens and encumbrances granted in the Loan Documents, (iv) in gaining possession
of, holding, repairing, maintaining, preserving, and protecting the property
("COLLATERAL") securing the obligations in the Loan Documents, (v) in selling or
otherwise disposing of the Collateral, (vi) otherwise in relation to the Loan
Documents, the Collateral, or the rights and remedies of Bank under the Loan
Documents or relating to the Collateral, and (vii) in preparing for the
foregoing, whether or not any legal proceeding is brought or other action is
taken. Such costs, expenses, and fees shall include, without limitation, all
such costs, expenses, and fees incurred in connection with any bankruptcy,
receivership, replevin, or other court proceedings (whether at the trial or
appellate level). Borrower agrees to pay interest on such costs, expenses, and
fees at the Default Rate from the date incurred by Bank until paid in full.

SEVERABILITY. If any provision or any part of any provision of the Loan
Documents is unenforceable, the enforceability of the other provisions or the
other provisions and the remainder of the subject provision, respectively, shall
not be affected and they shall remain in full force and effect.

CHOICE OF LAW. The Loan Documents shall be governed by the laws of the State of
Arizona, without giving effect to conflict of laws principles.

TIME OF ESSENCE. Time is of the essence with regard to each provision of the
Loan Documents as to which time is a factor.

NOTICES AND DEMANDS. All demands or notices under the Loan Documents shall be in
writing (including, without limitation, telecopy, telegraphic, telex, or cable
communication) and mailed, telecopied, telegraphed, telexed, cabled, or
delivered to the respective party hereto at the address specified at the end of
this paragraph or such other address as shall have been specified in a written
notice. Any demand or notice mailed shall be mailed first-class mail,
postage-prepaid, return-receipt-requested and shall be effective upon the
earlier of (i) actual receipt by the addressee, and (ii) the date shown on the
return-receipt. Any demand or notice not mailed will be effective upon the
earlier of (i) actual receipt by the addressee, and (ii) the time the receipt of
the telecopy, telegram, telex, or cable is mechanically confirmed.

Address for Notices to Borrower: 6225 North 24th Street, Phoenix, Arizona 85016.

Address for Notices to Bank: Bank One, Arizona, NA, Commercial Banking Group,
Post Office Box 71, Phoenix, Arizona 85001, Attention: Mary Kennedy Martuscelli
(Dept. A-781).

BANK'S RIGHT OF SET-OFF. Borrower grants to Bank (i) the right at any time and
from time to time after the occurrence and continuation of an Event of Default,
in the absolute and sole discretion of Bank and without


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demand or notice to the Borrower, to set-off and apply deposits (whether
certificates of deposit, demand, general, savings, special, time, or other, and
whether provisional or final) held by Bank for Borrower and any other
liabilities or other obligations of Bank to Borrower ("DEPOSITS, LIABILITIES,
AND OBLIGATIONS") against or to the obligations of Borrower under the Loan
Documents, regardless of whether the Deposits, Liabilities, and Obligations are
contingent, matured, or unmatured, and (ii) a security interest in the Deposits,
Liabilities, and Obligations to secure the obligations of Borrower under the
Loan Documents. In addition, Borrower grants to Bank the right upon the
occurrence of an event that with notice, passage of time, or both would be an
Event of Default to segregate all Deposits, Liabilities, and Obligations into an
account or otherwise under the sole control of Bank. In addition, upon the
occurrence and continuation of any Unmatured Event of Default (as defined in the
Loan Agreement), Bank shall have the right to restrict transfers from any
Deposits, Liabilities, and Obligations, except for transfers relating to the
payment of (i) Borrower's payroll obligations, Borrower's accounts payable in
the ordinary course of Borrower's business, and (iii) Borrower's current tax
obligations.

INDEMNIFICATION OF BANK. Borrower agrees to indemnify, hold harmless, and on
demand defend Bank and its stockholders, directors, officers, employees, agents,
and representatives for, from, and against any and all damages, losses,
liabilities, costs, and expenses (including, without limitation, costs and
expenses of litigation and reasonable attorneys' fees) arising from any claim or
demand in respect of the Loan Documents, the Collateral, or the transaction
described in the Loan Documents and arising at any time, whether before or after
payment and performance of the Obligations in full, excepting any such matters
arising solely from the gross negligence or willful misconduct of Bank. The
obligations of Borrower and the rights of Bank under this paragraph shall
survive payment and performance of the Obligations in full and shall remain in
full force and effect without termination.

RESCISSION OR RETURN OF PAYMENTS. If at any time or from time to time, whether
before or after payment and performance of the obligations of the Loan Parties
under the Loan Documents in full, all or any part of any amount received by Bank
in payment of, or on account of, any obligation of the Loan Parties under the
Loan Documents is or must be, or is claimed to be, avoided, rescinded, or
returned by Bank to Borrower or any other Person for any reason whatsoever
(including, without limitation, bankruptcy, insolvency, or reorganization of
Borrower or any other Person), such obligation and any liens, security
interests, and other encumbrances that secured such obligations at the time such
avoided, rescinded, or returned payment was received by Bank shall be deemed to
have continued in existence or shall be reinstated, as the case may be, all as
though such payment had not been received.

HEADINGS. The headings at the beginning of each section of the Loan Documents
are solely for convenience and are not part of the Loan Documents.

NUMBER AND GENDER. In the Loan Documents the singular shall include the plural
and vice versa and each gender shall include the other genders.

MULTIPLE CREDIT ACCOMMODATIONS. If from time to time Borrower has more than one
loan or other credit accommodation with Bank, Borrower agrees that, unless
otherwise agreed by Bank and Borrower in writing, (i) the Loan Documents and the
agreements, documents, and instruments evidencing and relating to such other
loan(s) and credit accommodation(s) shall all remain in effect and neither shall
supersede the other, regardless of whether the Loan Documents and such other
agreements, documents, and instruments have differing terms, conditions, and
requirements, and (ii), regardless of any such differences, Borrower shall
comply with


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all the terms, conditions, and requirements of the Loan Documents and of such
other agreements, documents, and instruments.

WAIVER OF STATUTE OF LIMITATIONS. Borrower waives, to the full extent permitted
by law, the right to plead any statutes of limitations as a defense to any or
all obligations under the Loan Documents.

WAIVERS BY BORROWER. Borrower (i) waives, to the full extent permitted by law,
presentment, notice of dishonor, protest, notice of protest, notice of intent to
accelerate, notice of acceleration, notice of dishonor, and all other notices or
demands of any kind (except notices specifically provided for in the Loan
Documents), and (ii) agrees that Bank may enforce this Note and any other Loan
Documents against any person included in Borrower without first having sought
enforcement against any other Loan Party or any Collateral.

AMENDMENT AND RESTATEMENT. This Note amends and restates that certain Secured
Promissory Note dated August 1, 1996, by and between Bank and Borrower, as
modified.


                                        EMPLOYEE SOLUTIONS, INC., an Arizona
                                        corporation


                                        By: /s/
                                            ____________________________________
                                          Its:__________________________________




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