EXHIBIT 10.1


                          LOAN AND SECURITY AGREEMENT

     This Agreement is between the undersigned Borrower and the undersigned
Lender concerning loans and other credit accomodations to made by Lender to
Borrower.

SECTION I. PARTIES

     1.1 The "BORROWER" is identified in Section 10.5(c) and its successors and
assigns. If more than one Borrower is specified in Section 10.5(c), all
references to Borrower shall mean each of them, jointly and severally,
individually and collectively, and the successors and assigns of each.

     1.2 The "LENDER" is THE CIT GROUP/CREDIT FINANCE, INC. and its agents,
designess, representatives, successors and assigns.

SECTION 2. LOANS AND OTHER CREDIT ACCOMODATIONS

     2.1 REVOLVING LOANS. Lender shall, subject to the terms and conditions
     contained herein, make revolving loans to Borrower ("REVOLVING LOANS") in
     amounts requested by Borrower from time to time, but not in excess of the
     Net Availability existing immediately prior to the making of the requested
     loan would not cause the outstanding Obligations to exceed the Maximum
     Credit.

     (a)  The "MAXIMUM CREDIT" is set forth in Section 10.1(a).

     (b)  The "GROSS AVAILABILY" IS at any time (i) the product of the
          outstanding amount of Eligible Accounts, multiplied by the Eligible
          Accounts Percentage set forth in Section 10.1(b), PLUS: (ii) the
          product(s) obtained by multiplying the applicable Eligible Inventory
          Percentage(s), if any, set forth in Section 10.1(b) by the values
          (based on the lower of cost, market or appraised value) of Eligible
          Inventory, but the amount so added shall not exceed any sublimits set
          forth in Section 10.1(c).

     (c)  The "NET AVAILABILTY" shall be calculated at any time as an amount
          equal to the Gross Availability minus the aggregate amount of all
          then-outstanding Obligations to Lender other than the then outstanding
          principal balance of the Term Loan, if any.

     (d)  "ELIGIBLE ACCOUNTS" are accounts created by Borrower in the ordinary
          course of its business which are and remain acceptable to Lender for
          lending purposes. General criteria for Eligible Accounts are set forth
          below but may be revised from time to time by Lender, in its sole
          judgment, on fifteen (15) days' prior written notice to Borrower.
          Lender shall, in general, deem and continue to deem accounts to be
          Eligible Accounts if: (1) such accounts arise from bona fide completed
          transactions and have not remained unpaid for more than the number of
          days after the invoice date set forth in Section 10.1(d); (2) the
          amounts of the accounts reported to Lender are absolutely owing to
          Borrower and payment is not conditional or contingent, (such as
          contingents, guaranteed sales or right of

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          return or other similar terms); (3) the account debtor's chief
          executive office or place of business is located in the United States;
          (4) such accounts do not arise from progress billings, retainages or
          bill and hold sales; (5) there are no contra relationships, setoffs,
          counterclaims or disputes existing with respect thereto and there are
          no other facts existing or threatened which would impair or delay the
          collectibility of all or any portion thereof; (6) the goods giving
          rise thereto were not at the time of the sale subject to any luens
          except those permitted in this Agreement; (7) such accounts are not
          accounts with respect to which account debtor or any officer or
          employee thereof is an officer, employee or agent of or is affiliated
          with Borrower, directly or indirectly, whether by virtue of family
          membership, ownership, control, management or otherwise; (8) there has
          been compliance with the Assignment of Claims Act or similar State or
          local law, if applicable, if the account debtor is the United States
          or any domestic governmental unit; (9) Borrower has delivered to
          Lender such documents as Lender may have requested pursuant to Section
          5.9 hereof in connection with such accounts and Lender shall have
          received verifications of such accounts, satisfactory to it, if sent
          to the account debtors or any other obligors or any bailees pursuant
          to Section 5.5 hereof; (10) there are no facts existing or threatened
          which might result in any adverse change in the account debtor's
          financial condition; (11) accounts owed by an account debtor and its
          affiliates do not represent more than twenty percent (20%) of all
          otherwise Elibile Accounts (the amount exceeding twenty percent (20%)
          shall not be eligible); (12) not more than fifty percent (50%) of the
          accounts of an account debtor or its affiliates owed to Borrower are
          more than the number of days set forth in Section 10.1(d); (13) such
          accounts are owed by account debtors whose total indebtedness to
          Borrower does not exceed the amount of any customer credit limits as
          established from time to time on notice to Borrower (the amount
          exceeding the credit limit shall not be eligible); and (14) such
          accounts are owed by account debtors deemed creditworthy at all times
          by Lender.

     (e)  "ELIGIBLE INVENTORY" is inventory owned by Borrower which is and
          remains acceptable to Lender for lending purposes and is located at
          one of the addresses set forth in Section 10.5(e).

     (f)  Lender shall have a continuing right to reduce the Gross Availability
          by implementing Reserves ("RESERVES"), and to increase and decrease
          such Reserves from time to time, if and to the extent that, in
          Lender's sole judgment, such Reserves are necessary to protect Lender
          against any state of facts which does, or would, with notice or
          passage of time or both, constitute an Event of Default or have an
          adverse effect on any collateral.

     (g)  If a voluntary or involuntary petition under the Bankruptcy Code is
          filed against the Borrower, then Lender need not make loans.

     (h)  Revolving Loans will not at any time exceed the Gross Availability
          unless Lender has consented.


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     2.2  TERM LOAN. Lender shall make Term Loans to Borrower on the terms and
          conditions set forth in Section 10.2 ("TERM LOAN"). The Term Loan
          balance shall automatically be accelerated and become due and payable
          upon termination of this Agreement.

     2.3  ACCOMMODATIONS. Lender may, in its sole discretion, issue or cause to
          be issued, from time to time at Borrower's request and on terms and
          conditions and for purposes satisfactory to Lender, credit
          accommodations consisting of letters of credit, bankers' acceptances,
          merchandise purchasing guaranties or other guaranties or indemnities
          for Borrower's account ("ACCOMMODATIONS"). Borrower shall execute and
          perform additional agreements relating to the Accommodations in form
          and substance acceptable to Lender and the issuer of any
          Accommodations, all of which shall supplement the rights and remedies
          granted herein. Any payments made by Lender or any affiliate of Lender
          in connection with the Accommodations shall constitute additional
          Revolving Loans to Borrower.

SECTION 3. INTEREST AND FEES

     3.1 INTEREST.

     (a) Interest on the Revolving Loans and Term Loans shall be payable by
Borrower on the first day of each month, calculated upon the closing daily
balances in the loan account of Borrower for each day during the immediately
preceding month, at the per annum rate set forth as the Interest Rate in Section
10.3(a). The Interest Rate shall increase or decrease by an amount equal to each
increase or decrease, respectively, in the Prime Rate (as defined below),
effective as of the date of each such change. On and after any Event of Default
or termination or non-renewal hereof, interest on all unpaid Obligations shall
accrue at a rate equal to two percent (2%) per annum in excess of the Interest
Rate otherwise payable until such time as all Obligations are indefeasibly paid
in full (notwithstanding entry of any judgment against Borrower or the exercise
of any other right or remedy by Lender), and all such interest shall be payable
on demand. Interest shall in no month be less than the Interest Rate multiplied
by the Minimum Borrowing set forth in Section 10.1(e). In no event shall charges
constituting interest exceed the rate permitted under any applicable law or
regulation, and if any provision of this Agreement is in contravention of any
such law or regulation, such provision shall be deemed amended to conform
thereto.

     (b) The "PRIME RATE" is the rate of interest publicly announced by The
Chase Manhattan Bank in New York, New York, or its successors and assigns from
time to time as its prime rate.

     3.2 FEES. Borrower shall pay to Lender:

     (a)  CLOSING FEE. At closing, payable in the amount set forth in SECTION
          10.3(c).,

     (b)  FACILITY FEE. A Facility Fee (fully earned at closing or the beginning
          of any renewal term) payable as set forth in Section 10.3(d).


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     (c) ACCOUNT SERVICING FEE. Monthly, on the first day of each month during
     the initial and each renewal Term an Account Servicing Fee for the
     immediately preceeding month (or part thereof) in the amount set forth in
     Section 10.3(e).

     (d) UNUSED LINE FEE. Monthly, on the first day of each month, in arrears,
     an Unused Line Fee for each month during the initial and each renewal Term
     at the rate per annum set forth in Section 10.3(f), calculated upon the
     amount, if any, by which the Maximum Credit exceeds the greater of the
     Minimum Borrowing or the average outstanding daily principal balance during
     the preceding month of all Revolving Loans, Accommodations and any Term
     Loan.

SECTION 4. GRANT OF SECURITY INTEREST

     4.1 GRANT OF SECURITY INTEREST. To secure the payment and performance in
full of all Obligations, Borrower hereby grants to Lender a continuing security
interest in and lien upon, and a right of setoff against, and Borrower hereby
assigns and pledges to Lender, all of the Collateral, including any Collateral
not deemed eligible for lending purposes.

     4.2 "OBLIGATIONS" shall mean any and all Revolving Loans, Term Loans,
Accommodations and all other indebtedness, liabilities and obligations of every
kind, nature and description owing by Borrower to Lender and/or its affiliates,
including principal, interest, charges, fees and expenses, however evidenced,
whether as principal, surety, endorser, guarantor or otherwise, whether arising
under this Agreement or otherwise, whether now existing or hereafter arising,
whether arising before, during or after the initial or any renewal Term or after
the commencement of any case with respect to Borrower under the United States
Bankruptcy Code or any similar statute, whether direct or indirect, absolute or
contingent, joint or several, due or not due, primary or secondary, liquidated
or unliquidated, secured or unsecured, original, renewed or extended and whether
arising directly or howsoever acquired by Lender including from any other entity
outright, conditionally or as collateral security, by assignment, merger with
any other entity, participations or interests of Lender in the obligations of
Borrower to others, assumption, operation of law, subrogation or otherwise and
shall also include all amounts chargeable to Borrower under this Agreement or in
connection with any of the foregoing.

     4.3 "COLLATERAL" shall mean all of the following property of Borrower:

     (a) All now owned and hereafter acquired right, title and interest of
Borrower in, to and in respect of all: accounts, interests in goods represented
by accounts, returned, reclaimed or repossessed goods with respect thereto and
rights as an unpaid vendor; contract rights; chattel paper; investment property;
general intangibles (including, but not limited to, tax and duty refunds,
registered and unregistered patents, trademarks, service marks, copyrights,
trade names, applications for the foregoing, trade secrets, goodwill processes,
drawings, blueprints, customer lists, licences, whether as licensor or licensee,
choses in action and other claims, and existing and future leasehold interests
in equipment and fixtures); documents; instruments; letters of credit, bankers'
acceptances or guaranties; cash moneys, deposits, securities, bank acccounts,
deposit accounts, credit and other property now or hereafter held in any
capacity by Lender, its affiliates or any entity which, at any time,
participates in Lender's financing of Borrower or at any other


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depository or other institution; agreements or property securing or relating to
any of the items referred to above;

     (b) All now owned and hereafter acquired right, title and interest of
Borrower in, to and in respect of goods, including, but not limited to:

          (i) All inventory, wherever located, whether now owned or hereafter
          acquired, of whatever kind, nature or description, including all raw
          materials; work-in-process, finished goods, and materials to be used
          or consumed in Borrower's business; and all names or marks affixed to
          or to be affixed thereto for purposes of selling same by the seller,
          manufacturer, lessor or licensor thereof;

          (ii) All equipment and fixtures, wherever located, whether now owned
          or hereafter acquired, including, without limitation, all machinery,
          equipment, motor vehicles, furniture and fixtures, and any and all
          additions, substitutions, replacements (including spare parts), and
          accessions thereof and thereto; and

          (iii) All consumer goods, farm products, crops, timber, minerals or
          the like (including oil and gas), wherever located, whether now owned
          or hereafter acquired, or whatever kind, nature or description;

     (c) All now owned and hereafter acquired right, title and interest of
Borrower in, to and in respect of any personal property in or upon which
Borrower has or may hereafter have a security interest, lien or right of setoff;

     (d) All present and future books and records relating to any of the above
including, without limitation, all computer programs, printed output and
computer readable data in the possession or control of the Borrower, any
computer service bureau or other third party; and

     (e) All products and proceeds of the foregoing in whatever form and
wherever located, including, without limitation, all insurance proceeds and all
claims against third parties for loss or destruction of or damage to any of the
foregoing.

SECTION 5. COLLECTION AND ADMINISTRATION

     5.1 COLLECTIONS. Borrower will, at its expense as Lender requests, direct
that all remittances and all other proceeds of accounts and other Collateral be
sent to a lock box designated by Lender, and deposited into a bank account
selected by Lender with arrangements with the bank providing that all funds
deposited in the bank account are to be transferred solely to Lender. Borrower
shall bear all risk of loss of any funds deposited into such account. In
connection therewith, Borrower shall execute such lock box and bank account
agreements as Lender shall specify. Any collections or other proceeds received
by Borrower shall be held in trust for Lender and immediately remitted to Lender
in kind.

     5.2 CHARGES TO LOAN ACCOUNT. At Lender's option, all payments of principal,
interest, fees, costs, expenses and other charges provided for in this
Agreement, or in any other


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agreement now or hereafter existing between Lender and Borrower, may be charged
on the date when due, as principal to any loan account of Borrower maintained by
Lender. Interest, fees for Accomodations, the Unused Line Fee and any other
amounts payable by Borrower to Lender based on a per annum rate shall be
calculated on the basis of actual days elapsed over a 360-day year.

     5.3 PAYMENTS. All Obligations shall be payable at Lender's Office set forth
in Section 10.5(a) or at Lender's bank designated in Section 10.5(b) or at such
other bank or place as Lender may expressly designate from time to time for
purposes of this Section. Lender shall apply all proceeds of accounts or other
Collateral received by Lender and all other payments in respect of the
Obligations to the Revolving Loans or to any other Obligations then due, in
whatever order or manner Lender shall determine. For purposes of determining
Gross Availability and Net Availability and for the calculation of the Minimum
Borrowing remittances and other payments will be treated as credited to the loan
account of Borrower maintained by Lender and Collateral balances to which they
relate, upon the date of Lender's receipt of advice from Lender's bank that such
remittances or other payments have been credited to Lender's account or in the
case of remittances or other payments received directly in kind by Lender, upon
the date of Lender's deposit thereof at Lender's bank, subject to final payment
and collection. In computing interest charges, the loan account of Borrower will
be credited with remittances and other payments for the number of days set forth
in Section 10.3(b) after the day Lender has received advice of receipt of
remittances in Lender's account at Lender's Bank. For purposes of this Agreement
" BUSINESS DAY" shall mean any day other than a Saturday, Sunday or any other
day on which Lender or banks located in states where Lender has its offices,
are authorized to close.

     5.4 LOAN ACCOUNT STATEMENTS. Lender shall render to Borrower monthly a loan
account statement. Each statement shall be considered correct and binding upon
Borrower as an account stated, except to the extent that Lender receives, within
sixty (60) days after the mailing of such statement, written notice from
Borrower of any specific exceptions by Borrower to that statement.

     5.5 DIRECT COLLECTIONS. Lender may, at any time, (a) notify any account
debtor that the accounts and other Collateral which includes a monetary
obligation have been assigned to Lender by Borrower and that payment thereof is
to be made to the order of and directly to Lender, (b) send, or cause to be sent
by its designee, requests (which may identify the sender by a pseudonym) for
verification by telephone, in writing or otherwise of accounts and other
Collateral directly to any account debtor or any other obligor or any bailee
with respect thereto, (c) demand, collect or enforce payment of any accounts or
such other Collateral, but without any duty to do so, and Lender shall not be
liable for any failure to collect or enforce payment thereof, (d) take or bring,
in the name of Lender or Borrower, all steps, actions, suits or proceedings
deemed by Lender necessary or desirable to effect collection of or other
realization upon the accounts and other Collateral, (e) after an Event of
Default, change the address for delivery of mail to Borrower and to receive and
open mail addressed to Borrower, and (f) after an Event of Default, extend the
time of payment of, compromise or settle for cash, credit, return of
merchandise, and upon any terms or conditions, any and all accounts or other
Collateral which includes a monetary obligation and discharge or release the
account debtor or other obligor, without affecting any of the Obligations. At
Lender's request, all invoices and statements sent to

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any account debtor, other obligor or bailee, shall state that the accounts and
such other Collateral have been assigned to Lender and are payable directly
and only to Lender.

     5.6 ATTORNEY-IN-FACT. Borrower hereby irrevocable appoints Lender as
Borrower's attorney-in-fact and authorizes Lender at Borrower's sole expense, to
exercise at any times in Lender's discretion all or any of the powers necessary
for Lender to obtain information about the Collateral or to enforce Lender's
rights.

     5.7 LIABILITY. Borrower hereby releases and exculpates Lender, its
officers and employees from any liability arising from any acts under this
Agreement or in furtherance thereof, except for gross negligence or willful
misconduct. Lender will not have any liability to Borrower for lost profits or
other special or consequential damages.

     5.8 ADMINISTRATION OF ACCOUNTS. After written notice by Lender to Borrower
or without notice after an Event of Default, Borrower shall not, (a) amend,
modify, settle or compromise any of the accounts or any other Collateral which
includes a monetary obligation, (b) release in whole or in part any account
debtor or other person liable for the payment of any of the accounts or any
such other Collateral, or (c) grant any credits, discounts, allowances,
deductions, return authorizations or the like with respect to any of the
accounts or any such other Collateral.

     5.9 DOCUMENTS. Borrower shall deliver to Lender, as Lender may request, all
documents, schedules, invoices, proofs of delivery, purchase orders, statements,
contracts and all other information evidencing or relating to the Collateral, in
form and substance satisfactory to lender and duly executed by Borrower.
Without limiting the provisions of Section 5.5., Borrower's granting of credits,
discounts, allowances, deductions, return authorizations or the like will be
promptly reported to Lender in writing. In no event shall any schedule or
confirmatory assignment (or the absence thereof or omission of any of the
accounts or other Collateral therefrom) limit or in any way be construed as a
waiver, limitation or modification of the security interests or rights of
Lender or the warranties, representations and covenants of Borrower under this
Agreement. Any documents, schedules, invoices or other paper delivered to
Lender by Borrower may be destroyed or otherwise disposed of by Lender six (6)
months after receipt by Lender, unless Borrower requests their return in
writing in advance and makes prior arrangements for their return at Borrower's
expense.

     5.10. ACCESS. Lender shall have access, prior to an Event of Default
during reasonable business hours and on or after an Event of Default at any
time, to all of the premises where Collateral is located for the purposes of
inspecting or copying the Collateral, and all Borrower's books and records.
Lender, at no charge, may use such of Borrower's personnel, equipment,
including computer equipment, programs, printed output and computer readable
media, supplies and premises for the collection of accounts and realization on
other Collateral as Lender, in its sole discretion, deems appropriate.
Borrower hereby irrevocably authorizes all accountants and third parties to
disclose and deliver to Lender at Borrower's expense all financial information,
books and records, work papers, management reports and other information in
their possession regarding Borrower.

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     5.11 ENVIRONMENTAL AUDITS. Fom time to time, but not more frequently than
semi-annually (provided Borrower is not in default) as requested by Lender, at
the sole expense of Borrower, Borrower shall provide Lender, or its designee,
complete access to all of Borrower's facilities for the purpose of conducting an
environmental audit of such facilities as Lender may deem necessary.

SECTION 6. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS

     Borrower hereby represents, warrants and covenants to lender the
following, the truth and accuracy of which, and compliance with which, shall be
continuing conditions of the making of loans or other credit accommodations by
Lender to Borrower:

     6.1 FINANCIAL AND OTHER REPORTS. Borrower shall keep and maintain its books
and records in accordance with generally accepted accounting principles,
consistently applied. Borrower shall, at its expense, deliver to Lender (a) true
and complete monthly agings of its accounts receivable, accounts payable and
notes payable on or before the fifteenth (15th) day of each month; (b) weekly
inventory reports within 2 business days after the end of each week; and (c)
monthly internally prepared interim financial statements on or before the
twenty-fifth day (25th) of the following month. Annually, Borrower shall deliver
audited financial statements of Borrower accompanied by the report and opinion
thereon of independent certified public accounts acceptable to Lender, as soon
as available, but in such form and together with such information with respect
to the business of Borrower or any Guarantor, as Lender may in each case
request.

     6.2 TRADE NAMES. Borrower may from time to time render invoices under its
trade names set forth in Section 10.5(g) and, Borrower represents that: (a) each
trade name does not refer to another corporation or other legal entity, (b) all
accounts and proceeds thereof (including any returned merchandise) invoiced
under any such trade names are owned exclusively by Borrower and (c) Lender may
receive, endorse and deposit to any loan account of Borrower maintained by
Lender all checks or other remittances made payable to any trade name of
Borrower representing payment with respect to such sales or services.

     6.3 LOSSES. Borrower shall promptly notify Lender in writing of any loss,
damage, investigation, action, suit, proceeding or claim relating to a material
portion of the Collateral or which may result in any material adverse change in
Borrower's business, assets, liabilities or condition, financial or otherwise.

     6.4 BOOKS AND RECORDS. Borrower's books and records concerning accounts
and its chief executive office are and shall be maintained only at the address
set forth in Section 10.5(d). Borrower's only other places of business and the
only other locations of Collateral, if any, are and shall be the addresses set
forth in Section 10.5(f) hereof, except Borrower may change such locations or
open a new place of business after thirty (30) days prior written notice to
Lender. Borrower shall execute and deliver or cause to be executed and
delivered to Lender

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such financing statements, amendments, financing documents and security and
other agreements as Lender may reasonably require.

     6.5 TITLE.  Borrower has and at all times will continue to have good and
marketable title to all of the Collateral, free and clean of all liens,
security interests, claims or encumbrances of any kind in favor of Lender and
except, if any, those set forth on Schedule A hereto.

     6.6 DISPOSITION OF ASSETS. Borrower shall not directly or indirectly: (a)
sell, lease, transfer, assign, abandon or otherwise dispose of any part of the
Collateral or any material portion of its other assets (other than sales of
inventory to buyers in the ordinary course of business) or (b) consolidate with
or merge with or into any other entity, or permit any other entity to
consolidate with or merge with or into Borrower or (c) form or acquire any
interest in any firm, corporation or other entity.

     6.7 INSURANCE. Borrower shall at all times maintain, with financially sound
and reputable insurers, adequate insurance (including, without limitation, at
the option of Lender, earthquake and flood insurance) with respect to the
Collateral and other assets. All such insurance policies shall be in such form,
substance, amounts and coverage as may be satisfactory to Lender and shall
provide for thirty (30) days' prior written notice to Lender of cancellation or
reduction of coverage. Lender may obtain at Borrower's expense, any such
insurance should Borrower fail to do so and adjust or settle any claim or other
matter under or arising pursuant to such insurance or to amend or cancel such
insurance. Borrower shall provide evidence of such insurance and a lender's loss
payable endorsement satisfactory to Lender. Borrower shall deliver to Lender, in
kind, all istruments representing proceeds of insurance received by Borrower.
Lender may apply any insurance proceeds received at any time to the cost of
repairs to or replacement of any portion of the Collateral and/or, at Lender's
option, to payment of or a security for any of the Obligations in any order or
manner as Lender determines.

     6.8. COMPLIANCE WITH LAWS. Borrower is and at all times will continue to be
in compliance with the requirements of all material laws, rules, regulations and
orders of any governmental authority relating to its business (including laws,
rules, regulations and orders relating to income, withholding, excise, property
and social security taxes, minimum wages, employee retirement and welfare
benefits, employee health and safety, or environmental matters) and all material
agreements or other instruments binding on Borrower or its property. Borrower
shall pay and discharge all taxes, assessments and governmental charges against
Borrower or any Collateral when due, unless the same are being contested in
good faith. Lender may establish Reserves for the amount contested and penalties
which may accrue thereon.

     6.9 ACCOUNTS. With respect to each account deemed an Eligible Account,
except as reported in writing to Lender, Borrower has no knowledge that any of
the criteria for eligibility are not or are no longer satisfied and the
Eligibility criteria will continue to be satisfied. All statements made and all
unpaid balances and other information appearing in the invoices, agreements,
proofs of rendition of services and delivery of goods and other documentation
relating to the accounts, and all confirmatory assignments, schedules,
statements of account and books and records with respect thereto, are true and
correct and in all respects what they purport to be.

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     6.10 EQUIPMENT. With respect to Borrower's equipment, Borrower shall keep
the equipment in good order and repair, and in running and marketable condition,
ordinary wear and tear expected.

     6.11 FINANCIAL COVENANTS. Borrower shall at all times maintain working
capital and net worth (each as determined in accordance with generally accepted
accounting principles, in effect on the date hereof, consistently applied) in
the amounts set forth in Section 10.4(a) and (b) respectively and Borrower shall
not, directly or indirectly, expend or commit to expend, for fixed or capital
assets (including capital lease obligations) an amount in excess of the capital
expenditure limit set forth in Section 10.4(c) in any fiscal year of Borrower.

     6.12 AFFILIATED TRANSACTIONS. Borrower will not, directly or indirectly:
(a) lend or advance money or property to, guarantee or assume indebtedness of,
or invest (by capital contribution or otherwise) in any person, firm,
corporation or other entity; or (b) declare, pay or make any dividend,
redemption or other distribution on account of any shares of any class of
stock of Borrower now or hereafter outstanding; or (c) make any payment of the
principal amount of or interest on any indebtedness owing to any officer,
director, shareholder, or affiliate of Borrower; or (d) make any loans or
advances to any officer, director, employee, shareholder or affiliate of
Borrower, (e) enter into any sale, lease or other transaction with any officer,
director, employee, shareholder or affiliate of Borrower on terms that are less
favorable to Borrower than those which might be obtained at the time from
persons who are not an officer, director, employee, shareholder or affiliate of
Borrower.

     6.13 FEES AND EXPENSES. Borrower shall pay, on Lender's demand, all costs,
expenses, filing fees and taxes payalbe in connection with the preparation,
execution, delivery, recording, administration, collection, liquidation,
enforcement and defense of the Obligations, Lender's rights in the Collateral,
this Agreement and all other existing and future agreements or documents
contemplated herein or related hereto, including any amendments, waivers,
supplements or consents which may hereafter be made or entered into in respect
hereof, or in any way involving claims or defense asserted by Lender or claims
or defense against Lender asserted by Borrower, any guarantor or any third party
directly or indirectly arising out of or related to the relationship between
Borrower and Lender or any guarantor and Lender, including, but not limited to
the following, whether incurred before, during or after the initial or any
renewal Term or after the commencement of any case with respect to Borrower or
any guarantor under the United States Backruptcy Code or any similar statute:
(a) all costs and expenses of filing or recording (including Uniform Commercial
Code financing statement filing taxes and fees, documentary taxes, intangibles
taxes and mortgage recording taxes and fees, if applicable); (b) all title
insurance and other insurance premiums, appraisal fees, fees incurred in
connection with any environmental report, audit or survey and search fees; (c)
all fees as then in effect relating to the wire transfer of loan proceeds and
other funds and fees then in effect for returned checks and credit reports; (d)
all expenses and costs heretofore and from time to time hereafter incurred by
Lender during the course of periodic field examinations of the Collateral and
Borrower's operations including field examiner travel, food and lodging, plus a
per diem charge at the rate set forth in Section 10.3(g) for Lender's examiners
in the field and office; and (e) the costs, disbursements and fees of in-house
and outside counsel to Lender, including but not limited to such fees and
disbursements incurred as a result of a workout, restructuring, reorganization,

                                       10

<PAGE>

liquidation, insolvency proceeding or litigation between the parties hereto, any
third party and in any appeals arising therefrom.

     6.14 FURTHER ASSURANCES. At the request of Lender, at any time and from
time to time, at Borrower's sole expense, Borrower shall execute and deliver or
cause to be executed and delivered to Lender, such agreements, documents and
instruments, including waivers, consents and subordination agreements from
mortgages or other holders of security interests or liens, landlords or bailees,
and do or cause to be done such further acts as Lender, in its discretion, deems
necessary or desirable to create, preserve, perfect or validate any security
interest of Lender in the Collateral and otherwise to effectuate the provisions
and purposes of this Agreement. Borrower hereby authorizes Lender to file
financing statements or amendments against Borrower in favor of Lender with
respect to the Collateral, without Borrower's signature and to file as financing
statements any carbon, photographic or other reproductions of this Agreement or
any financing statements signed by Borrower.

     6.15 ENVIRONMENTAL CONDITION. None of Borrower's properties or assets has
ever been designated or identified in any mannner pursuant to any environmental
protection statute as a hazardous waste or hazardous substance disposal site, or
a candidate for closure pursuant to any environmental protection statute. No
lien arising under any environmental protection statute has attached to any
revenues or to any real or personal property owned by Borrower. Borrower has
not received a summons, citation, notice, or directive from the Environmental
Protection Aency or any other federal or state governmental agency any action or
omission by Borrower resulting in the releasing, or otherwise exposing of
hazardous waste or hazardous substances into the environment. Borrower is and
will continue to be in compliance (in all material respects) with all statutes,
regulations, ordinances and other legal requirements pertaining to the
production, storage, handling, treatment, release, transportation or disposal of
any hazardous waste or hazardous substance.

     6.16 YEAR 2000 COMPLIANCE. The Borrower shall take all action necessary to
assure that its computer-based systems are able to effectively process data
including dates and date sensitive functions. The Borrower represents and
warrants that the Year 2000 problem will not result in a material adverse effect
on the Borrowers's business condition. Upon request, the Borrower shall provide
assurance acceptable to the Lender that the Borrower's computer systems and
software are or will be Year 2000 compliant on a timely basis. The Borrower
shall immediately advise Lender in writing of any material changes in the
Borrower's Year 2000 plan, timetable or budget.

     6.17 STATE OF INCORPORATION. If Borrower is a corporation, it is duly
organized, existing and in good standing under the laws of the state set forth
in Section 10.5(h).

SECTION 7. EVENTS OF DEFAULT AND REMEDIES

     7.1 EVENTS OF DEFAULT. All Obligations shall be immediately due and
payable, without notice or demand, and any provisions of this Agreement as to
future loans and credit accommodations by Lender shall terminate automatically,
upon the termination or non-renewal of

                                       11

<PAGE>

this Agreement or, at Lender's option, upon or at any time after the occurrence
or existence of any one or more of the following "EVENTS OF DEFAULT":

     (a) Borrower fails to pay when due any of the Obligations or fails to
         perform any of the terms of this Agreement or any other existing or
         future financing, security or other agreement between Borrower and
         Lender or any affiliate of Lender;

     (b) Any representation, warranty or statement of fact made by Borrower to
         Lender in this Agreement or any other agreement, schedule, confirmatory
         assignment or otherwise, or to any affiliate of Lender, shall prove
         inaccurate or misleading;

     (c) Any guarantor revokes, terminates or fails to perform any of the terms
         of any guaranty, endorsement or other agreement of such party in favor
         of lender or any affiliate of Lender;

     (d) Any judgment or judgments aggregating in excess of the amount set forth
         in Section 10.5 (i) or any injunction or attachment is obtained against
         Borrower or any guarantor, which remains unstayed for a period of ten
         (10) days or is enforced;

     (e) Borrower or any guarantor dies or ceases to exist or the usual business
         of Borrower or any guarantor ceases or is suspended;

     (f) Any change in the chief executive officer, chief operating officer, or
         controlling ownership of Borrower;

     (g) Borrower or any guarantor becomes insolvent, makes an assignment for
         the benefit of creditors, makes or sends notice of a bulk transfer or
         calls a general meeting of its creditors or principal creditors;

     (h) Any petition or application for any relief under the bankruptcy laws of
         the United States now or hereafter in effect or threatened commencement
         of criminal or under any insolvency, reorganization, receivership,
         readjustment of debt, dissolution or liquidation law or statute of any
         jurisdiction now or hereafter in effect (whether at law or in equity)
         is filed by or against Borrower or any guarantor;

     (i) The indictment or threatened indictment of Borrower or any guarantor
         under any criminal statute, or commencement or threatened commencement
         of criminal or civil proceedings against Borrower or any guarantor,
         pursuant to which statute or proceedings the penalties or remedies
         sought or available include forfeiture of any of the property of
         Borrower or such guarantor which Lender believes may have a material
         adverse effect on the Collateral or Borrower's business;

     (j) Any default or event of default occurs on the part of Borrower under
         any material agreement, document or instrument to which Borrower is a
         party or by which Borrower or any of its property is bound;

                                       12

<PAGE>

     (k) Lender in good faith believes that either (i) the prospect of payment
         or performance of the Obligations is impaired or (ii) the Collateral is
         not sufficient to secure fully the Obligations; or

     (l) Any material change occurs in the nature or conduct of Borrower's
         business.

     7.2 REMEDIES. Upon the occurrence of an Event of Default and at any time
thereafter, Lender shall have all rights and remedies provided in this
Agreement, any other agreements between Borrower and Lender, the Uniform
Commercial Code and other applicable law, all of which rights and remedies may
be exercised without notice to Borrower, all such notices being hereby waived,
except such notice as is expressly provided for hereunder or is not waivable
under applicable law. All rights and remedies of lender are cumulative and not
exclusive and are enforceable, in Lender's discretion, alternatively,
successively, or concurrently on any one or more occasions and in any order
Lender may determine. Without limiting the foregoing, Lender may (a) accelerate
the payment of all Obligations and demand immediate payment thereof to Lender,
(b) with or without judicial process or the aid or assistance of others, enter
upon any premises on or in which any of the  Colleteral may be located and take
possession of the Collateral or complete processing, manufacturing and repair of
all or any portion of the Collateral, (c) require Borrower, at Borrower's
expense, to assemble and make available to Lender any part or all of the
Collateral at any place and time designated by Lender, (d) collect, foreclose,
receive, appropriate, setoff and realize upon any and all Collateral, (e) sell,
lease, transfer, assign, deliver or otherwise dispose of any and all Collateral
(including, without limitation, entering into contracts with respect thereto,
by public or private sales at any exchange, broker's board, any office of Lender
or elsewhere) at such prices or terms as Lender may deem reasonable, for cash,
upon credit or for future delivery, with the Lender having the right to
purchase the whole or any part of the Collateral at any such public sale, all of
the foregoing being free from any right or equity of redemption of Borrower,
which right or eqity of redemption is hereby expressly waived and released by
Borrower. If any of the Collateral is sold or leased by Lender upon credit terms
or for future delivery, the Obligations shall not be reduced as a result thereof
until payment therefor is finally collected by Lender. If notice of disposition
of Collateral is required by law, then (10) days prior notice by Lender to
Borrower designating the time and place of any public sale or the time after
which any private sale or other intended disposition of Collateral is to be
made, shall be deemed to be reasonable notice thereof and Borrower waives any
other notice. In the event Lender institutes an action to recover any Collateral
or seeks recovery of any Collateral by way of prejudgment remedy, Borrower
waives the posting of any bond which might otherwise be required.

     7.3 APPLICATION OF PROCEEDS. Lender may apply the cash proceeds of
Collateral other than accounts actually received by Lender from any sale, lease,
foreclosure or other disposition of the Collateral to payment of any of the
Obligations, in whole or in part and in such order as Lender may elect, whether
or not then due. Borrower shall remain liable to Lender for the payment of any
deficiency together with interest at the highest rate provided for herein and
all costs and expenses of collection or enforcement, including reasonable
attorneys' fees and legal expenses.

     7.4 LENDER'S CURE OF THIRD PARTY AGREEMENT DEFAULT. Lender may, at its
option, cure any default by Borrower under any agreement with a third party
or pay or bond on appeal any

                                       13
<PAGE>

judgment entered against Borrower, discharge taxes, liens, security interests or
other encumbrances at any time levied on or existing with respect to the
Collateral and pay any amount, incur any expense or perform any act which, in
Lender's sole judgment, is necessary or appropriate to preserve, protect,
insure, maintain, or realize upon the Collateral. Lender may charge Borrower's
loan account for any amounts so expended, such amounts to be repayable by
Borrower on demand. Lender shall be under no obligation to effect sure cure,
payment, bonding or discharge, and shall not, by doing so, be deemed to have
assumed any obligation or liability of Borrower.

SECTION 8. JURY TRIAL WAIVER; CERTAIN OTHER WAIVERS AND CONSENTS

     8.1 JURY TRIAL WAIVER. BORROWER AND LENDER EACH WAIVE ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED BY EITHER OF THEM AGAINST THE
OTHER WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE OBLIGATIONS,
THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER OR LENDER, OR, IN ANY
WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP
BETWEEN BORROWER AND LENDER. IN NO EVENT WILL LENDER BE LIABLE FOR LOST PROFITS
OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES.

     8.2 COUNTERCLAIMS. Borrower waives all rights to interpose any claims,
deductions, setoffs or counterclaims of any kind, nature or description in any
action or proceeding instituted by Lender with respect to this Agreement, the
Obligations, the Collateral or any matter arrising therefrom or relating
thereto, except compulsory counterclaims.

     8.3 JURISDICTION. Borrower hereby irrevocably submits and consents to the
conexclusive jurisdiction of the State and Federal Courts located in the State
in which the office of Lender designated in Section 10.5(a) is located and any
other State where any Collateral is located with respect to any action or
proceeding arising out of this Agreement, the Obligations, the Collateral or any
matter arising therefrom or relating thereto. In any such action or proceeding,
Borrower waives personal service of the summons and compalint or other process
and papers therein and agrees that the service thereof may be made by mail
directed to Borrower at its chief executive office set forth herein or other
address thereof of which Lender has received notice as provided herein, service
to be deemed complete five (5) days after mailing, or as permitted under the
rules of either of said Courts. Any such action or proceeding commenced by
Borrower against Lender will be litigated only in a Federal Court located in the
district, or a State Court in the State and County, in which the office of
Lender designated in Section 10.5(a) is located and Borrower waives any
objection based on FORUM NON CONVENIENS and any objection to venue in connection
therewith.

     8.4 NO WAIVER BY LENDER. Lender shall not, by any act, delay, omission or
otherwise be deemed to have expressly or impliedly waived any of its rights or
remedies unless such waiver shall be in writing and signed by an authorized
officer of Lender. A waiver by Lender of any right or remedy on any one occasion
shall be construed as a bar to or waiver of any such right

                                       14

<PAGE>


or remedy which Lender would otherwise have on any future occasion, whether
similar in kind or otherwise.

SECTION 9. TERM OF AGREEMENT; MISCELLANEOUS

     9.1 TERM. This agreement shall only become effective upon execution and
delivery by Borrower and Lender and shall continue in full force and effect for
a term set forth in Section 10.6 from the date thereof and shall be deemed
automatically renewed, based upon all of the terms and provisions of this
Agreement, for successive terms of equal duration thereafter unless terminated
as of the end of the initial or any renewal term (each a "TERM") by either party
giving the other written notice at least sixty (60) days' prior to the end of
the then current Term.

     9.2 EARLY TERMINATION. Borrower may also terminate this Agreement by giving
Lender at least thirty (30) days prior written notice and payment in full of all
of the Obligations as provided herein, including the Early Termination Fee,
unpaid Facility Fee and any other fees. Thirty days after receipt of such early
termination notice, Lender need not make any further loans or accommodations.
Lender shall also have the right to terminate this Agreement at any time upon or
after the occurrence of an Event of Default. If Lender terminates this Agreement
upon or after the occurrence of an Event of Default, Borrower shall pay Lender
forthwith, in full, payment in all Obligations, including Early Termination Fee,
Facility Fee and any other fees. In view of the impracticality and extreme
difficulty of ascertaining actual damages and by mutual agreement of the parties
as to a reasonable calculation of Lender's lost profits, the Early Termination
Fee shall be the percentage of the Maximum Credit set forth in Section 10.3(h).

     9.3 TERMINATION INDEMNITY DEPOSIT. Upon termination of this Agreement by
Borrower, as permitted herein, in addition to payment of all Obligations which
are not contingent, Borrower shall deposit such amount of cash collateral as
Lender determines is necessary to secure Lender from loss, cost, damage or
expense, including reasonable attorneys' fees, in connection with any open
Accommodations or remittance items or other payments provisionally credited to
the Obligations and/or to which Lender has not yet received final and
indefeasible payment.

     9.4 NOTICES. Except as otherwise provided, all notices, requests and
demands hereunder shall be (a) made to Lender at its address set forth in
Section 10.5(a) and to Borrower at its chief executive office set forth in
Section 10.5(d), or to such other address as either party may designate by
written notice to the other in accordance with this provision, and (b) deemed to
have been given or made: if by hand, immediately upon delivery; if by telex,
telegram or telecopy (fax), immediately upon receipt; if by overnight delivery
service, one day after dispatch; and if by first class or certified mail, three
(3) days after mailing.

     9.5 SEVERABILITY. If any provision of this Agreement is held to be invalid
or unenforceable, such provision shall not affect this Agreement as a whole, but
this Agreement shall be construed as though it did not contain the particular
provision held to be invalid or unenforceable.

                                       15

<PAGE>

     9.6 ENTIRE AGREEMENT; AMENDMENTS; ASSIGNMENTS. This Agreement contains the
entire agreement of the parties as to the subject matter hereof, all prior
commitments, proposals and negotiations concerning the subject matter hereof
being merged herein. Neither this Agreement nor any provision hereof shall be
amended, modified or discharged orally or by course of conduct, but only by a
written agreement signed by an authorized officer of Lender. This Agreement
shall be binding upon and inure to the benefit of each of the parties hereto and
their respective successors and assigns, except that any obligation of Lender
under this Agreement shall not be assignable nor inure to the sucessors and
assigns of Borrower.

     9.7 DISCHARGE OF BORROWER. No termination of this Agreement shall relieve
or discharge Borrower of its Obligations, grants of Collateral, duties and
covenants hereunder or otherwise until such time as all Obligations to Lender
have been indefeasibly paid and satisfied in full, including, without
limitation, the continuation and survival in full force and effect of all
security interest and liens of Lender in and upon all then existing and
thereafter-arising or acquired Collateral and all warranties and waivers of
Borrower.

     9.8 USAGE. All terms used herein which are defined in the Uniform
Commercial Code shall have the meanings given therein unless otherwise defined
in this Agreement and all references to the singular or plural herein shall
also mean the plural or singular, respectively.

     9.9 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State in which the office of Lender set forth
in Section 10.5(a) below is located.

SECTION 10. ADDITIONAL DEFINITIONS AND TERMS

10.1 (a)  Maximum Credit                          $2,000,000

     (b)  Gross Availability Formulas:
               Eligible Accounts Percentage:      85% provided that the Dilution
               Percentage does not exceed 4%. The Dilution Percentage is the
               sum of Borrower's credits, allowances, discounts, write-offs,
               contra-accounts and offsets and deductions which reduce the
               value of accounts receivable divided by gross invoices. The
               Dilution Percentage shall be calculated on a rolling 90 day
               average. If the Dilution Percentage exceeds 4% then Lender may
               reduce the Eligible Accounts Percentage to a percentage
               satisfactory to Lender.

               Eligible Inventory Percentages:
                    Finished Goods                60%

     (c)       Inventory Sublimit(s):             Not to exceed 50% of the
               outstanding advances against the Accounts

     (d)       Maximum days after Invoice
                    Date for Eligible Accounts:   90 Days

                                       16

<PAGE>

     (e)  Minimum Borrowing:                      $750,000

10.2 Term Loan:
          (a)    amount                           N/A
          (b)    monthly amortization             N/A
          (c)    maturity date                    N/A

10.3 Interest, Fees & Charges:
          (a)    Interest Rate:                   Prime Rate plus 1.25% per
                                                    annum
          (b)    Clearance:                       3 Business Days
          (c)    Closing Fee:                     $5,000
          (d)(1) Facility Fee for Initial Term:
                 First Anniversary:               0.5% of the Maximum Credit
                 Second Anniversary               0.5% of the Maximum Credit
             (2) Facility Fee for Renewal Term:
                 Renewal Date:                    0.5% of the Maximum Credit
                 First Anniversary:               0.5% of the Maximum Credit
                 Second Anniversary:              0.5% of the Maximum Credit

     (e)  Account Servicing Fee:                  N/A
     (f)  Unused Line Fee: per annum              N/A
     (g)  Legal Documentation Fee in connection
            with Closing                          $3,500.00 plus out-of-pocket
                                                    expenses
     (g)  Field Examination per diem charge
            per examiner                          $650.00
     (h)  Early Termination Fee:
                 First year:                      3% of the Maximum Credit
                 Second year:                     2% of the Maximum Credit
                 Third year and thereafter:       1% of the Maximum Credit

10.4 Financial Covenants:
     (a)  Working Capital:                        N/A
     (b)  Net Worth:                              N/A
     (c)  Capital Expenditures; per fiscal year   N/A

10.5 (a) Lender's Office:                         10 S. LaSalle Street
                                                  Chicago, Illinois 60603

     (b)  Lender's Bank:                          Bank of America Illinois
                                                  231 S. LaSalle Street
                                                  Chicago, IL 60697

     (c)  Borrower:                               Becan Distributors, Inc.
                                                  Discount RX, Inc.

     (d)  Borrower's Chief Executive Office:      Becan Distributors, Inc.
                                                  275 Curry Hollow Road

                                       17

<PAGE>

                                                  Pittsburgh, PA 15236

                                                  Discount RX, Inc.
                                                  5200 Hwy. 22, Suite 12
                                                  Mandeville, LA 70471

     (e)  Locations of Eligible Inventory
            Collateral:                           Becan Distributors, Inc.
                                                  275 Curry Hollow Road
                                                  Pittsburgh, PA 15236

                                                  Discount RX, Inc.
                                                  5200 Hwy. 22, Suite 12
                                                  Mandeville, LA 70471

     (f)  Borrower's Other Offices and
            Locations of Collateral:              N/A

     (g)  Borrower's Trade Names for Invoicing:   N/A

     (h)  Borrower's State of Incorporation:      Becan Distributors, Inc.: Ohio
                                                  Discount RX, Inc.: Louisiana

     (i)  Judgment Amount                         $25,000

10.6 Term:                                        3 Years

10.7 MULTIPLE BORROWERS: The "Borrower" as defined in Section 1.1 and identified
in Section 10.5(c) consists of two "Borrowers". A request for a Revolving Loan
shall be made by a particular Borrower, with all relevant determinations with
respect to such request to be based on such Borrower's individual criteria, such
as the amount of its Eligible Accounts, Eligible Inventory, and Net
Availability. Notwithstanding the foregoing, the maximum aggregate amount
outstanding for all Borrowers shall at no time exceed $2,000,000. Except as
provided in this Section 10.7 and as otherwise specifically provided, "Borrower"
shall be defined as set forth in Section 1.1 hereof.

                                       18

<PAGE>

     IN WITNESS WHEREOF, Borrower and Lender have duly executed this Agreement
this 30th day of November, 1998.

LENDER                                            BORROWER:

THE CIT GROUP/CREDIT                              BECAN DISTRIBUTO5RS, INC.
FINANCE, INC.

By: /s/ RICHARD A. SIMONS                         By: /s/ PHILLIP LAIRD
    ---------------------------                       --------------------------
                                                          Phillip Laird
Title: S.V.P.                                             President
       ------------------------
                                                  DISCOUNT RX, INC.

                                                  By: /s/ PHILLIP LAIRD
                                                      --------------------------
                                                          Phillip Laird
                                                           Treasurer

                                       19

<PAGE>

                                   SCHEDULE A

                                PERMITTED LIENS

                                      NONE

                                       20