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[SANWA BANK LOGO]


                                                                    EXHIBIT 10.6

                               CREDIT AGREEMENT

                               (LINE OF CREDIT)

     This Agreement is made and entered into as of Sept. 21, 1999, by and
between SANWA BANK CALIFORNIA (the "Bank") and TRINET EMPLOYER GROUP, INC. (the
"Borrower"), on the terms and conditions that follow:


                                    SECTION

                                       1

                                  DEFINITIONS

1.1  Certain Defined Terms: Unless elsewhere defined in this Agreement, the
     following terms shall have the following meanings (such meanings to be
     generally applicable to the singular and plural forms of the terms
     defined):

     1.1.1   "ASP" or "Average Subscriber Payroll" shall mean the sum of payroll
             disbursements to Subscriber employees divided by the total
             Subscribers.

     1.1.2   "Advance": shall mean an advance to the Borrower under the credit
             facility (ies) described in Section 2.

     1.1.3   "Business Day": shall mean a day, other than a Saturday or Sunday,
             on which commercial banks are open for business in California.

     1.1.4   "Cash Flow": shall mean the sum of net income after tax and
             exclusive of extraordinary gains plus interest expense, plus
             depreciation and amortization expense minus dividends and
             distributions.

     1.1.5   "Collateral": shall mean the property described in Section 3,
             together with any other personal or real property in which the Bank
             may be granted a lien or security interest to secure payment of the
             Obligations.

     1.1.6   "Current Assets": shall mean current assets as determined in
             accordance with generally accepted accounting principles, less all
             amounts due from affiliates, officers or employees.

     1.1.7   "Current Liabilities": shall mean current liabilities as determined
             in accordance with generally accepted accounting principles,
             including any negative cash balance on the Borrower's financial
             statement and Indebtedness for borrowed money under lines of credit
             with the Bank used by the Borrower for working capital purposes.

     1.1.8   "Debt": shall mean all interest bearing liabilities of the Borrower
             less Subordinated Debt, if any.

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     1.1.9   "EBITDA": shall mean earnings exclusive of extraordinary gains and
             before deductions for interest expense, taxes, depreciation and
             amortization expense.

     1.1.10  "Effective Tangible Net Worth": shall mean the Borrower's stated
             net worth plus Subordinated Debt but less all intangible assets of
             the Borrower (i.e., goodwill, trademarks, patents, copyrights,
             organization expense, and similar intangible items including, but
             not limited to, investments in and all amounts due from affiliates,
             officers or employees).

     1.1.11  "Environmental Claims": shall mean all claims, however asserted, by
             any governmental authority or other person alleging potential
             liability or responsibility for violation of any Environmental Law
             or for release or injury to the environment or threat to public
             health, personal injury (including sickness, disease or death),
             property damage, natural resources damage, or otherwise alleging
             liability or responsibility for damages (punitive or otherwise),
             cleanup, removal, remedial or response costs, restitution, civil or
             criminal penalties, injunctive relief, or other type of relief,
             resulting from or based upon (a) the presence, placement,
             discharge, emission or release (including intentional and
             unintentional, negligent and non-negligent, sudden or non-sudden,
             accidental or non-accidental placement, spills, leaks, discharges,
             emissions or releases) of any Hazardous Material at, in, or from
             property, whether or not owned by the Borrower, or (b) any other
             circumstances forming the basis of any violation, or alleged
             violation, of any Environmental Law.

     1.1.12  "Environmental Laws": shall mean all federal, state or local laws,
             statutes, common law duties, rules, regulations, ordinances and
             codes, together with all administrative orders, directed duties,
             requests, licenses, authorizations and permits of, and agreements
             with, any governmental authorities, in each case relating to
             environmental, health, safety and land use matters; including the
             Comprehensive Environmental Response, Compensation and Liability
             Act of 1980 ("CERCLA"), the Clean Air Act, the Federal Water
             Pollution Control Act of 1972, the Solid Waste Disposal Act, the
             Federal Resource Conservation and Recovery Act, the Toxic
             Substances Control Act, the Emergency Planning and Community Right-
             to-Know Act, the California Hazardous Waste Control Law, the
             California Solid Waste Management, Resource, Recovery and Recycling
             Act, the California Water Code and the California Health and Safety
             Code.

     1.1.13  "Environmental Permits": shall have the meaning provided in Section
             5.11 hereof.

     1.1.14  "ERISA": shall mean the Employee Retirement Income Security Act of
             1974, as amended from time to time, including (unless the context
             otherwise requires) any rules or regulations promulgated
             thereunder.

     1.1.15  "Event of Default": shall have the meaning set forth in Section 7.

     1.1.16  "Expiration Date": shall mean March 31, 2000, or the date of
             termination of the Bank's commitment to lend under this Agreement
             pursuant to Section 8, whichever shall occur first.

     1.1.17  "Hazardous Materials": shall mean all those substances which are
             regulated by, or which may form the basis of liability under, any
             Environmental Law, including all substances identified under any
             Environmental Law as a pollutant, contaminant, hazardous waste,
             hazardous constituent, special waste, hazardous substance,
             hazardous material, or toxic substance, or petroleum or petroleum
             derived substance or waste.

     1.1.18  "Indebtedness": shall mean, with respect to the Borrower, (i) all
             indebtedness for borrowed money or for the deferred purchase price
             of property or services in respect of which the Borrower is liable,
             contingently or otherwise, as obligor, guarantor or otherwise, or
             in respect of which the Borrower otherwise assures a creditor
             against loss and (ii)

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             obligations under leases which shall have been or should be, in
             accordance with generally accepted accounting principles, reported
             as capital leases in respect of which the Borrower is liable,
             contingently or otherwise, or in respect of which the Borrower
             otherwise assures a creditor against loss.

     1.1.19  "LIBOR Rate Advance": shall have the meaning provided in Section
             2.1.5.

     1.1.20  "LIBOR Interest Period": shall have the meaning provided in Section
             2.1.5.

     1.1.21  "LIBOR Rate": shall have the respective meaning provided in Section
             2.1.5.

     1.1.22  "Line Account": shall have the meaning provided in Section 2.2
             hereof.

     1.1.23  "Line of Credit": shall mean the credit facility described as such
             in Section 2.

     1.1.24  "Obligations": shall mean all amounts owing by the Borrower to the
             Bank pursuant to this Agreement including, but not limited to, the
             unpaid principal amount of Advances.

     1.1.25  "Ordinary Course of Business": shall mean, with respect to any
             transaction involving the Borrower or any of its subsidiaries or
             affiliates, the ordinary course of the Borrower's business, as
             conducted by the Borrower in accordance with past practice and
             undertaken by the borrower in good faith and not for the purpose of
             evading any covenant or restriction in this Agreement or in any
             other document, instrument or agreement executed in connection
             herewith.

     1.1.26  "PAP": shall mean Performance Assurance Payments or deposits which
             are made by Subscribers pursuant to a Subscriber Service Agreement
             between Borrower and its Subscribers and held in a trust account
             with Bank.

     1.1.27  "Permitted Liens": shall mean: (i) liens and security interests
             securing indebtedness owed by the Borrower to the Bank; (ii) liens
             for taxes, assessments or similar charges not yet due; (iii) liens
             of materialmen, mechanics, warehousemen, or carriers or other like
             liens arising in the Ordinary Course of Business and securing
             obligations which are not yet delinquent; (iv) purchase money liens
             or purchase money security interests upon or in any property
             acquired or held by the Borrower in the Ordinary Course of Business
             to secure Indebtedness outstanding on the date hereof or permitted
             to be incurred under Section 5.7 hereof; (v) liens and security
             interests which, as of the date hereof, have been disclosed to and
             approved by the Bank in writing; and (vi) those liens and security
             interests which in the aggregate constitute an immaterial and
             insignificant monetary amount with respect to the net value of the
             Borrower's assets.

     1.1.28  "Prior Agreement": means and refers to that certain Equipment
             Purchase Line of Credit Agreement dated as of September 29, 1998,
             between Bank and Borrower.

     1.1.29  "Reference Rate": shall mean an index for a variable interest rate
             which is quoted, published or announced by Bank as its reference
             rate and as to which loans may be made by Bank at, above or below
             such rate.

     1.1.30  "Subordinated Debt": shall mean such liabilities of the Borrower
             which have been subordinated to those owed to the Bank in a manner
             acceptable to the Bank.

     1.1.31  "Subscriber": shall mean an individual or firm who has entered into
             a Subscriber Service Agreement with Borrower, whereby Borrower
             provides certain payroll and other services to the subscriber.

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     1.1.32  "Term Loan": means and refers to the term loan described in
             Section 2.1.3.

     1.1.33  "This Agreement": means and refers to this Agreement and all
             amendments, supplements, modifications and addenda hereto,

     1.1.34  "Variable Rate Advance": shall have the respective meaning as it is
             defined for each facility under Section 2, hereof.

     1.1.35  "Variable Rate": shall have the respective meaning as it is defined
             for each facility under Section 2, hereof.

1.2  Accounting Terms: All references to financial statements, assets,
     liabilities, and similar accounting items not specifically defined herein
     shall mean such financial statements or such items prepared or determined
     in accordance with generally accepted accounting principles consistently
     applied and, except where otherwise specified, all financial data submitted
     pursuant to this Agreement shall be prepared in accordance with such
     principles.

1.3  Other Terms: Other terms not otherwise defined shall have the meanings
     attributed to such terms in the California Uniform Commercial Code.

                                    SECTION

                                       2

                               CREDIT FACILITIES

2.1  THE LINE OF CREDIT

     2.1.1   The Line of Credit: On terms and conditions as set forth herein,
             the Bank agrees to make Advances to the Borrower from time to time
             from the date hereof to the Expiration Date, provided the aggregate
             amount of such Advances outstanding at any time does not exceed
             $4,000,000.00 (the "Line of Credit"). Any sums repaid under the
             Line of Credit may not be re-borrowed. Advances under the Line of
             Credit shall be used for the only for the purposes set forth in
             Exhibit 2.1.1, and in amounts not to exceed those specified for
             each such purpose. The amount of any and all Advance shall be
             subject to any further limitations set forth in Exhibit 2.1.1.

             Bank shall have no duty to make any requested Advance hereunder if
             Borrower has not provided Bank with such invoices and satisfactory
             supporting documentation (including, without limitation, an
             itemized list of allocated costs prior to such Advance) as Bank may
             require to evidence that the requested Advance has been or will be
             used by Borrower for the purposes and in the amounts specified in
             such exhibit.

     2.1.2   Making Line Advances: Each Advance shall be conclusively deemed to
             have been made at the request of and for the benefit of the
             Borrower (i) when credited to any deposit account of the Borrower
             maintained with the Bank or (ii) when paid in accordance with the
             Borrower's written instructions. Subject to the requirements of
             Section 4 and provided such request is made in a timely manner as
             provided in Section 2.1.6 below, Advances shall be made by the Bank
             under the Line of Credit.

     2.1.3   Repayment of Line of Credit: Unless sooner due in accordance with
             the terms of this Agreement or Bank has extended the Term Loan as
             contemplated herein, the Borrower hereby promises to pay in full on
             the Expiration Date, the aggregate unpaid principal amount of all
             Advances and then outstanding, together with all accrued and unpaid
             interest thereon. Bank agrees to lend to Borrower on the Expiration
             Date an amount equal to the

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             outstanding amount of all Advances (the "Term Loan") provided no
                                                      ----------
             Event of Default has occurred or is continuing on the Expiration
             Date, and provided such Term Loan is to be evidenced by and subject
             to a promissory note to be in form and content safisfactory to Bank
             and executed by Borrower. Interest shall accrue and be payable on
             the terms set forth in the promissory note. The proceeds of Term
             Loan shall be used solely to repay such Advances.

     2.1.4   Repayment of the Term Loan. The Term Loan shall be repaid in 36
             monthly installments, such payments to begin on the April 30, 2000,
             and continue thereafter on the last day of each succeeding month to
             and including February 28, 2003, with a final payment due on March
             31, 2003, at which time all outstanding principal plus all accrued
             and unpaid interest on such loan shall be immediately due and
             payable.

     2.1.5   Interest. Interest shall accrue from the date of each Advance at
             one of the following rates, as quoted by the Bank and as elected by
             the Borrower:

             (i)    Variable Rate : A variable rate per annum equivalent to an
                    index for a variable interest rate which is quoted,
                    published or announced from time to time by the Bank as its
                    reference rate (the "Reference Rate") and as to which loans
                                         --------------
                    may be made by the Bank at, below or above such Reference
                    Rate plus one percent (the "Variable Rate"). Interest shall
                                                -------------
                    be adjusted concurrently with any change in the Reference
                    Rate. Each Advance based upon the Variable Rate is
                    hereinafter referred to as a "Variable Rate Advance."
                                                  ---------------------

             (ii)   LIBOR Rate. In addition to Variable Rate Advances, the Bank
                    hereby agrees to make one or more Advances (in the minimum
                    amount $250,000.00), which shall accrue interest at a fixed
                    rate quoted by the Bank for a minimum of three months or for
                    such other period of time that the Bank may elect to quote
                    and offer (provided that any such period of time does not
                    extend beyond the maturity date of the relevant Advance)
                    [the "LIBOR Interest Period"]. Such interest rate (the
                          ---------------------
                    "LIBOR Rate") shall be a percentage approximately equivalent
                     ----------
                    to 3.60% in excess of LIBOR as determined by Bank. LIBOR
                    means, as of the date the same is to be determined, the U.S.
                    dollar London Interbank Offered Rate as of such date for
                    a U.S. dollar deposit in an amount approximately equal to
                    the amount of the relevant advance or term loan and for a
                    period of time approximately equal to the relevant LIBOR
                    Interest Period, as appearing on page 3750 (or such other
                    page as may replace page 3750 of the Telerate screen at or
                    about 11:00 a.m. (London time) on the second Business Day
                    prior to the first day of the relevant LIBOR Interest
                    Period. Each Advance bearing interest at the LIBOR Rate is
                    hereinafter referred to as a "LIBOR Rate Advance. "
                                                  ------------------

             (iii)  Payment of Interest. On the Advances, Borrower hereby
                    promises and agrees to pay interest monthly on the last day
                    of each month beginning September 30, 1999, and continuing
                    on the same date of each succeeding month thereafter. In
                    addition, with respect to each LIBOR Rate Advance and/or
                    advance bearing interest at the LIBOR Rate, Borrower
                    promises to pay interest on the last day of the relevant
                    LIBOR Interest Period pertaining thereto. Interest not paid
                    when due shall be added to principal and become part
                    thereof, and shall thereafter bear like interest. Interest
                    shall be computed on the basis of 360 days per year, but
                    charged on the actual number of days elapsed.

     2.1.6   Notice of Borrowing: Upon written or telephonic notice which shall
             be received by the Bank at or before 2:00 p.m. (California time) on
             a Business Day, the Borrower may borrow under the Line of Credit by
             requesting:



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          (i)  A Variable Rate Advance. A Variable Rate Advance may be made on
               the day notice is received by the Bank; provided, however, that
               if the Bank shall not have received notice at or before 2:00 p.m.
               on the day such Advance is requested to be made, such Variable
               Rate Advance may, at the Bank's option, be made on the next
               Business Day.

          (ii) A LIBOR Advance. Notice of any LIBOR Advance shall be received by
               the Bank no later than two Business Days prior to the day (which
               shall be a Business Day) on which the Borrower requests such
               LIBOR Advance to be made.


     2.1.7   Notice of Election to Adjust Interest Rate. Upon telephonic notice
             which shall be received by the Bank at or before 2:00 p.m.
             (California time) on a business day, the Borrower may elect:

               (a)  That interest on a Variable Rate Advance shall be adjusted
               to accrued at the LIBOR Rate; provided, however, that such notice
               shall be received by the Bank no later than two business days
               prior to the day (which shall be a business day) on which
               Borrower requests that interest be adjusted to accrue at the
               LIBOR Rate.

               (b)  That interest on a LIBOR Rate Advance shall continue to
               accrue at a newly quoted LIBOR Rate as the case may be or shall
               be adjusted to commence to accrue at the Variable Rate; provided,
                                                                       ---------
               however, that such notice shall be received by the Bank no later
               ---------
               than two business days prior to the last day of the LIBOR
               Interest Period pertaining to such LIBOR Rate Advance, as
               applicable. If the Bank shall not have received notice as
               prescribed herein of Borrower's election that interest on any
               LIBOR Rate Advance shall continue to accrue at the LIBOR Rate,
               Borrower shall be deemed to have elected that interest thereon
               shall be adjusted to accrue at the Variable Rate upon the
               expiration of the LIBOR Interest Period pertaining thereto.

     2.1.8   Prohibition Against Prepayment of LIBOR Rate Advances.
             Notwithstanding anything to the contrary, no prepayment shall be
             made on any LIBOR Rate Advance except on a day which is the last
             day of the LIBOR Interest Period pertaining thereto. If the whole
             or any part of any LIBOR Rate Advance is prepaid by reason of
             acceleration or otherwise, the Borrower shall, upon the Bank's
             request, promptly pay to the Bank a prepayment premium equal to
             (and shall and indemnify the Bank for) (i) all costs and expenses
             incurred by the Bank and (ii) any loss deemed sustained by the Bank
             as a consequence of such prepayment, including loss of future
             interest income resulting from the re-employment of funds).

             The Bank shall be entitled to fund all or any portion of its LIBOR
             Rate Advances in any manner it may determine in its sole
             discretion, but all calculations and transactions hereunder shall
             be conducted as though the Bank actually funded all such through
             the sale of U.S. Treasury securities in the amount of the relevant
             advance or the relevant LIBOR Rate Advance and in maturities
             corresponding to the then applicable LIBOR Interest Period.

     2.1.9   Mandatory Conversion from LIBOR Rate to Variable Rate. In the event
             that the Bank, shall at any time determine that the accrual of
             interest on the basis of the LIBOR Rate (i) is unfeasible because
             the Bank is unable to determine such rate due to the unavailability
             of U.S. dollar deposits, contracts or certificates of deposit in an
             amount approximately equal to the amount of the relevant Advance
             and for a period of time approximately equal to the relevant LIBOR
             Interest Period pertaining thereto; or (ii) is or has become
             unlawful or unfeasible by reason of the Bank's compliance with any
             new law, rule, regulation, guideline or order, or any new
             interpretation of any present law, rule, regulation, guideline or
             order,

                                      -6-
<PAGE>

             then the Bank shall give telephonic notice thereof (confirmed in
             writing) to the Borrower, in which event any such Advance as the
             case may be shall be deemed to be a Variable Advance and interest
             shall thereupon immediately accrue at the Variable Rate."

     2.1.10  Indemnification for LIBOR Rate Costs. During any period of time in
             which interest on any Advance is accruing on the basis of the LIBOR
             Rate, the Borrower shall, upon the Bank's request, promptly pay to
             and reimburse the Bank for all costs incurred and payments made by
             the Bank by reason of any future assessment, reserve, deposit or
             similar requirements or any surcharge, tax or fee imposed upon the
             Bank or as a result of the Bank's compliance with any directive or
             requirement of any regulatory authority pertaining or relating to
             funds used by the Bank in quoting and determining the LIBOR Rate or
             at such fixed rate.

2.2  Line Account:

     2.2.1   The Bank shall maintain on its books a record of account in which
             the Bank shall make entries for each Advance and such other debits
             and credits as shall be appropriate in connection with the credit
             facilities granted hereunder (the "Line Account"). The Bank shall
             provide the Borrower with a statement of the Borrower's Line
             Account, which statement shall be considered to be correct and
             conclusively binding on the Borrower unless the Borrower notifies
             the Bank to the contrary within 30 days after the Borrower's
             receipt of any such statement which it deems to be incorrect.

     2.2.2   The Borrower hereby authorizes the Bank to charge, from time to
             time, against any or all of the Borrower's deposit accounts with
             the Bank any amount so due under this Agreement, including, but not
             limited to, account # 0560-53600 maintained with the Bank's Hayward
             Office (BBC).

     2.2.3   If any payment required to be made by the Borrower hereunder
             becomes due and payable on a day other than a Business Day, the due
             date thereof shall be extended to the next succeeding Business Day
             and interest thereon shall be payable at the then applicable rate
             during such extension. All payments required to be made hereunder
             shall be made to the office of the Bank designated for the receipt
             of notices herein or such other office as Bank shall from time to
             time designate.

2.3  Late Payment: In addition to any other rights the Bank may have
     hereunder, if any payment of principal or interest or any portion thereof,
     under this Agreement is not paid within 5 days of when due, a late payment
     charge equal to five percent (5%) of such past due payment may be assessed
     and shall be immediately payable.

2.4  Prior Agreement. In consideration of the credit facility extended by
     Bank to Borrower hereunder, no further loans or advances will be made by
     Bank under the Prior Agreement, and the line of credit granted thereunder
     is hereby cancelled and terminated.

                                    SECTION

                                       3

                                  COLLATERAL

3.1  The Collateral: To secure payment and performance of all the Borrower's
     Obligations under this Agreement and all other liabilities, loans,
     guarantees, covenants and duties owed by the Borrower to the Bank, whether
     or not evidenced by this or by any other agreement, absolute or contingent,
     due or to become due, now existing or hereafter and howsoever created, the
     Borrower hereby grants the Bank a security interest in and to all of the
     following property ("Collateral"):

                                      -7-
<PAGE>

          (i)    Equipment All goods now owned or hereafter acquired by the
                 Borrower or in which the Borrower now has or may hereafter
                 acquire any interest, including, but not limited to, all
                 machinery, equipment, furniture, furnishings, fixtures, tools,
                 supplies and motor vehicles of every kind and description, and
                 all additions, accessions, improvements, replacements and
                 substitutions thereto and thereof (the "Equipment").

          (ii)   Inventory. All inventory now owned or hereafter acquired by the
                 Borrower, including, but not limited to, all raw materials,
                 work in process, finished goods, merchandise, parts and
                 supplies of every kind and description, including inventory
                 temporarily out of the Borrower's custody or possession,
                 together with all returns on accounts (the "Inventory").

          (iii)  Accounts. All accounts, contract rights and general intangibles
                 now owned or hereafter created or acquired by the Borrower,
                 including, but not limited to, all receivables, goodwill,
                 trademarks, trademark applications, trade styles, trade names,
                 patents, patent applications, copyrights and copyright
                 applications, customer lists, business records and computer
                 programs, tapes, disks and related data processing software
                 that at any time evidence or contain information relating to
                 any of the Collateral.

          (iv)   Documents. All documents, instruments and chattel paper now
                 owned or hereafter acquired by the Borrower, including, but not
                 limited to, warehouse and other receipts, bills of sale and
                 bills of lading.

          (v)    Monies. All monies, deposit accounts, certificates of deposit
                 and securities of the Borrower now or hereafter in the Bank's
                 or its agents' possession.

The Bank's security interest in the Collateral shall be a continuing lien and
shall include the proceeds and products of the Collateral including, but not
limited to, the proceeds of any insurance thereon.

The security interest granted to Bank in the Collateral shall not secure or be
deemed to secure any Indebtedness of the Borrower to the bank which is, at the
time of its creation, subject to the provisions of any state or federal consumer
credit or truth-in-lending disclosure statutes.

                                    SECTION

                                       4

                             CONDITIONS PRECEDENT

4.1  Conditions Precedent to the Initial Advance: The obligation of the Bank to
     make the initial Advance and the first extension of credit to or on account
     of the Borrower hereunder is subject to the conditions precedent that the
     Bank shall have received before the date of such initial Advance and such
     first extension of credit all of the following, in form and substance
     satisfactory to the Bank:

          (i)    Authority to Borrow. Evidence that the execution, delivery and
                 performance by the Borrower of this Agreement and any document,
                 instrument or agreement required hereunder have been duly
                 authorized.

          (ii)   Fees. A loan fee of $10,000.00, such fee to be deemed to be
                 fully earned upon payment.

                                      -8-
<PAGE>

          (iii)  Financing Statements. Executed UCC-1 financing statement(s)
                 describing the Collateral, which have been filed with the
                 Secretary of State or the county recorder as a lien of first
                 priority.

          (iv)   Audit. The Bank shall have conducted an audit of the Borrower's
                 books, records and operations and the Bank shall be satisfied
                 as to the condition thereof.

          (v)    Miscellaneous. Such other evidence as the Bank may request to
                 establish the consummation of the transaction contemplated
                 hereunder and compliance with the conditions of this Agreement.

          (vi)   Surepay Addendum. A new Addendum, in form and content
                 satisfaction to the Bank, to Schedule A for Surepay Services
                 under the Cash Management Service Master Agreement dated as of
                 March 27, 1995, together with a documentation fee of $750.00,
                 which fee shall be deemed fully earned upon payment.

4.2  Conditions Precedent to All Advances: The obligation of the Bank to make
     each Advance and each other extension of credit to or on account of the
     Borrower (including the initial Advance and the first extension of credit)
     shall be subject to the further conditions precedent that, on the date of
     each Advance or each extension of credit and after the making of such
     Advance or extension of credit.

          (i)    Subsequent Approvals. The Bank shall have received such
                 supplemental approvals, opinions or documents as the Bank may
                 reasonably request.

          (ii)   Representations and Warranties.  The representations contained
                 in Section 5 and in any other document, instrument or
                 certificate delivered to the Bank hereunder are true, correct
                 and complete.

          (iii)  Event of Default.  No event has occurred and is continuing
                 which constitutes, or with the lapse of time or giving of
                 notice or both, would constitute an Event of Default.

          (iv)   Collateral. The security interest in the Collateral has been
                 duly authorized, created and perfected with first priority and
                 is in full force and effect.

The Borrower's acceptance of the proceeds of any loan, advance or extension of
credit or the Borrower's execution of any document or instrument evidencing or
creating any Obligation hereunder shall be deemed to constitute the Borrower's
representation and warranty that all of the above statements are true and
correct.
                                    SECTION

                                       5

                        REPRESENTATIONS AND WARRANTIES

     The Borrower hereby makes the following representations and warranties to
the Bank, which representations and warranties are continuing:

5.1  Status: The Borrower is a corporation duly organized and validly existing
     under the laws of the state of California and is properly licensed and is
     qualified to do business and in good standing in, and, where necessary to
     maintain the Borrower's rights and privileges, has complied with the
     fictitious name statute of every jurisdiction in which the Borrower is
     doing business.



                                      -9-
<PAGE>

5.2  Authoriy: The execution, delivery and performance by the Borrower of this
     Agreement and any instrument, document or agreement required hereunder have
     been duly authorized and do not and will not: (i) violate any provision of
     any law, rule, regulation, order, writ, judgment, injunction, decree,
     determination or award presently in effect having application to the
     Borrower; (ii) result in a breach of or constitute a default under any
     material indenture or loan or credit agreement or other material agreement,
     lease or instrument to which the Borrower is a party or by which it or its
     properties may be bound or affected; or (iii) require any consent or
     approval of its stockholders or violate any provision of its articles of
     incorporation or by-laws.

5.3  Legal Effect: This Agreement constitutes, and any instrument, document or
     agreement required hereunder when delivered hereunder will constitute,
     legal, valid and binding obligations of the Borrower enforceable against
     the Borrower in accordance with their respective terms.

5.4  Fictitious Trade Styles: There are no fictitious trade styles used by the
     Borrower in connection with its business operations. The Borrower shall
     notify the Bank not less than 30 days prior to effecting any change in the
     matters described herein or prior to using any other fictitious trade style
     at any future date, indicating the trade style and state(s) of its use.

5.5  Financial Statements: All financial statements, information and other data
     which may have been or which may hereafter be submitted by the Borrower to
     the Bank are true, accurate and correct and have been or will be prepared
     in accordance with generally accepted accounting principles consistently
     applied and accurately represent the financial condition or, as applicable,
     the other information disclosed therein. Since the most recent submission
     of such financial information or data to the Bank, the Borrower represents
     and warrants that no material adverse change in the Borrower's financial
     condition or operations has occurred which has not been fully disclosed to
     the Bank in writing.

5.6  Litigation: Except as have been disclosed to the Bank in writing, there are
     no actions, suits or proceedings pending or, to the knowledge of the
     Borrower, threatened against or affecting the Borrower or the Borrower's
     properties before any court or administrative agency which, if determined
     adversely to the Borrower, would have a material adverse effect on the
     Borrower's financial condition or operations or on the Collateral.

5.7  Title to Assets: The Borrower has good and marketable title to all of its
     assets (including, but not limited to, the Collateral) and the same are not
     subject to any security interest, encumbrance, lien or claim of any third
     person except for Permitted Liens.

5.8  ERISA: If the Borrower has a pension, profit sharing or retirement plan
     subject to ERISA, such plan has been and will continue to be funded in
     accordance with its terms and otherwise complies with and continues to
     comply with the requirements of ERISA.

5.9  Taxes: The Borrower has filed all tax returns required to be filed and paid
     all taxes shown thereon to be due, including interest and penalties, other
     than such taxes which are currently payable without penalty or interest or
     those which are being duly contested in good faith.

5.10 Margin Stock. The proceeds of any loan or advance hereunder will not be
     used to purchase or carry margin stock as such term is defined under
     Regulation U of the Board of Governors of the Federal Reserve System.

5.11 Environmental Compliance. The operations of the Borrower comply, and
     during the term of this Agreement will at all times comply, in all respects
     with all Environmental Laws; the Borrower has obtained all licenses,
     permits, authorizations and registrations required under any Environmental
     Law ("Environmental Permits") and necessary for its ordinary course
           ---------------------
     operations, all such Environmental Permits are in good standing, and the
     Borrower is in compliance with all material terms and conditions of such
     Environmental Permits; neither the Borrower nor any of its present

                                     -10-
<PAGE>

      property or operations is subject to any outstanding written order from or
      agreement with any governmental authority nor subject to any judicial or
      docketed administrative proceeding, respecting any Environmental Law,
      Environmental Claim or Hazardous Material; there are no Hazardous
      Materials or other conditions or circumstances existing, or arising from
      operations prior to the date of this Agreement, with respect to any
      property of the Borrower that would reasonably be expected to give rise to
      Environmental Claims; provided, however, that with respect to property
                            ---------
      leased from an unrelated third party, the foregoing representation is made
      to the best knowledge of the Borrower. In addition, (i) the Borrower does
      not have any underground storage tanks that are not properly registered or
      permitted under applicable Environmental Laws, or that are leaking or
      disposing of Hazardous Materials off-site, and (ii) the Borrower has
      notified all of their employees of the existence, if any, of any health
      hazard arising from the conditions of their employment and have met all
      notification requirements under Title III of CERCLA and all other
      Environmental Laws.

5.12  Inventory:

          (i)    The Borrower keeps correct and accurate records. (itemizing and
                 describing the kind, type, quality and quantity of inventory,
                 the Borrower's cost therefor and selling price thereof, and the
                 daily withdrawals therefrom and additions thereto).

          (ii)   All inventory is of good and merchantable quality, free from
                 defects.

          (iii)  The inventory is not stored with a bailee, warehouseman or
                 similar party.

          (iv)   The Borrower is not a "retail merchant" as defined in the
                 California Uniform Commercial Code.

                                    SECTION

                                       6

                                   COVENANTS

The Borrower covenants and agrees that, during the term of this Agreement, and
so long thereafter as the Borrower is indebted to the Bank under this Agreement,
the Borrower will, unless the Bank shall otherwise consent in writing:

6.1  Reporting and Certification Requirements: Deliver or cause to be delivered
     to the Bank in form and detail satisfactory to the Bank:

          (i)    Not later than 120 days after the end of each of the Borrower's
                 fiscal years, a copy of the annual audited consolidated
                 financial report of the Borrower for such year, prepared by a
                 firm of certified public accountants acceptable to Bank and
                 accompanied by an unqualified opinion of such firm.

          (ii)   Not later than 45 days after the end of each quarter, the
                 Borrower's financial statement as of the end of such period.

          (iii)  Concurrently with the delivery of the financial reports
                 required hereunder, a compliance certificate stating that the
                 Borrower is in compliance with all covenants contained herein
                 and that no Event of Default or potential Event of Default has
                 occurred or is continuing, and certified to by the chief
                 financial officer of the Borrower.

          (iv)   Not later than 30 days after the end of each quarter, a report
                 indicating the Average Subscriber Payroll listing Subscriber's
                 names and average payroll per

                                     -11-
<PAGE>

                 Subscriber.

          (v)    Not later than 30 days after the end of each fiscal quarter of
                 the Borrower, a PAP report executed by the Borrower and
                 detailing funds on deposit from its Subscribers.

          (vi)   Promptly upon the Bank's request, such other information
                 pertaining to the Borrower, the Collateral or any guarantor
                 hereunder as the Bank may reasonably request, including
                 evidence of Borrower's payment of payroll taxes.

6.2  Financial Condition: The Borrower promises and agrees, during the term of
     this Agreement and until payment in full of all of the Borrower's
     Obligations, the Borrower will maintain at all times:

          (i)    A minimum Effective Tangible Net Worth of at least $5,000,000.

          (ii)   A ratio of Current Assets to Current Liabilities of not less
                 than .90 to 1 through December 31, 2000 and 1.0 to 1
                 thereafter.

          (iii)  A ratio of Cash Flow to the current portion of long term Debt
                 plus interest expense of not less than 1.50 to 1, measured at
                 each fiscal year-end.

          (iv)   A ratio of Debt to EBITDA of not more than 1.5 to 1 at the end
                 of each fiscal quarter, with EBITDA based upon the immediately
                 preceding three fiscal quarters and the current quarter just
                 ended.

6.3  Preservation of Existence; Compliance with Applicable Laws: Maintain and
     preserve its existence and all rights and privileges now enjoyed; and
     conduct its business and operations in accordance with all applicable laws,
     rules and regulations.

6.4  Maintenance of Insurance: Keep and maintain the Collateral insured for not
     less than its full replacement value against all risks of loss and damage
     and maintain insurance in such amounts and covering such risks as is
     usually carried by companies engaged in similar businesses and owning
     similar properties in the same general areas in which the Borrower operates
     and maintain such other insurance and coverages as may be required by the
     Bank. All such insurance shall be in form and amount and with companies
     satisfactory to the Bank.

     With respect to insurance covering properties in which the Bank maintains a
     security interest or lien, such insurance shall name the Bank as loss payee
     pursuant to a loss payable endorsement satisfactory to the Bank and shall
     not be altered or canceled except upon 10 days' prior written notice to the
     Bank. Upon the Bank's request, the Borrower shall furnish the Bank with the
     original policy or binder of all such insurance.

6.5  Maintenance of Collateral and Other Properties: Except for Permitted Liens,
     keep and maintain the Collateral free and clear of all levies, liens,
     encumbrances and security interests (including, but not limited to, any
     lien of attachment, judgment or execution) and defend the Collateral
     against any such levy, lien, encumbrance or security interest; comply with
     all laws, statutes and regulations pertaining to the Collateral and its use
     and operation; execute, file and record such statements, notices and
     agreements, take such actions and obtain such certificates and other
     documents as necessary to perfect, evidence and continue the Bank's
     security interest in the Collateral and the priority thereof; maintain
     accurate and complete records of the Collateral which show all sales,
     claims and allowances; and property care for, house, store and maintain the
     Collateral in good condition, free of misuse, abuse and deterioration,
     other than normal wear and tear. The Borrower shall also maintain and
     preserve all its properties in good working order and condition in
     accordance with the general practice of other businesses of similar
     character and size, ordinary wear and tear excepted.

                                     -12-
<PAGE>

6.6  Payment of Obligations and Taxes: Make timely payment of all assessments
     and taxes and all of its liabilities and obligations including, but not
     limited to, trade payables, unless the same are being contested in good
     faith by appropriate proceedings with the appropriate court or regulatory
     agency. For purposes hereof, the Borrower's issuance of a check, draft or
     similar instrument without delivery to the intended payee shall not
     constitute payment. Borrower agrees to pay all payroll taxes as they become
     due and upon the request of Bank, to provide Bank with evidence of such
     payments.

6.7  Inspection Rights and Accounting Records: The Borrower will maintain
     adequate books and records in accordance with generally accepted accounting
     principles consistently applied and in a manner otherwise acceptable to
     Bank, and, at any reasonable time and from time to time, permit the Bank or
     any representative thereof to examine and make copies of the records and
     visit the properties of the Borrower and discuss the business and
     operations of the Borrower with any employee or representative thereof. If
     the Borrower shall maintain any records (including, but not limited to,
     computer generated records or computer programs for the generation of such
     records) in the possession of a third party, the Borrower hereby agrees to
     notify such third party to permit the Bank free access to such records at
     all reasonable times and to provide the Bank with copies of any records
     which it may request, all at the Borrower's expense, the amount of which
     shall be payable immediately upon demand.

6.8  Redemption or Repurchase of Stock: Not redeem or repurchase any class of
     the Borrower's stock now or hereafter outstanding.

6.9  Additional Indebtedness: Not, after the date hereof, create, incur or
     assume, directly or indirectly, any additional Indebtedness other than (i)
     Indebtedness owed or to be owed to the Bank or (ii) Indebtedness to trade
     creditors incurred in the Ordinary Course of Business.

6.10 Liens and Encumbrances: Not create, assume or permit to exist any security
     interest, encumbrance, mortgage, dead of trust, or other lien (including,
     but not limited to, a lien of attachment, judgment or execution) affecting
     any of the Borrower's properties, or execute or allow to be filed any
     financing statement or continuation thereof affecting any of such
     properties except for Permitted Liens or as otherwise provided in this
     Agreement.

6.11 Transfer Assets: Not, after the date hereof, sell, contract for sale,
     convey, transfer, assign, lease or sublet, any of its assets (including,
     but not limited to, the Collateral) except in the Ordinary Course of
     Business and, then, only for full, fair and reasonable consideration.

6.12 Change in Nature of Business: Not make any material change in its
     financial structure or the nature of its business as existing or conducted
     as of the date hereof.

6.13 Compensation of Employees: Compensate its employees for services rendered
     at an hourly rate at least equal to the minimum hourly rate prescribed by
     any applicable federal or state law or regulation.

6.14 Notice: Give the Bank prompt written notice of any and all (i) Events of
     Default; (ii) litigation, arbitration or administrative proceedings to
     which the Borrower is a party and in which the claim or liability exceeds
     $50,000.00 or which affects the Collateral; (iii) other matters which have
     resulted in, or might result in a material adverse change in the Collateral
     or the financial condition or business operations of the Borrower, and (iv)
     any enforcement, cleanup, removal or other governmental or regulatory
     actions instituted, completed or threatened against the Borrower or any of
     its properties.

6.15 Environmental Compliance: The Borrower shall conduct its operations and
     keep and maintain all of its property in compliance with all Environmental
     Laws and, upon the written request of the Bank,the Borrower shall submit to
     the Bank, at the Borrower's sole cost and expense, at reasonable

                                     -13-
<PAGE>

      intervals, a report providing the status of any environmental, health or
      safety compliance, hazard or liability.

6.16  Inventory:

          (i)    Except as provided herein below, the Borrower's inventory
                 shall, at all times, be in the Borrower's physical possession,
                 shall not be held by others on consignment, sale on approval,
                 or sale or return and shall be kept only at: 101 Callan Avenue,
                 3rd Floor, San Leandro, CA 94577 and
                 ______________________________________________________________.

          (ii)   The Borrower shall keep correct and accurate records.

          (iii)  All inventory shall be of good and merchantable quality, free
                 from defects.

          (iv)   The inventory shall not at any time or times hereafter be
                 stored with a bailee, warehouseman or similar party without the
                 Bank's prior written consent and, in such event, the Borrower
                 will concurrently therewith cause any such bailee, warehouseman
                 or similar party to issue and deliver to the Bank, in form
                 acceptable to the Bank, warehouse receipts in the Bank's name
                 evidencing the storage of inventory.

          (v)    At any reasonable time and from time to time, allow Bank to
                 have the right, upon demand, to inspect and examine inventory
                 and to check and test the same as to quality, quantity, value
                 and condition and the Borrower agrees to reimburse the Bank for
                 the Bank's reasonable costs and expenses in so doing.

6.17  Location and Maintenance of Equipment.:

          (i)    The Equipment shall at all times be in the Borrower's physical
                 possession, shall not be held for sale or lease, and shall be
                 kept only at the following location(s): 101 Callan Avenue, 3rd
                 Floor, San Leandro, CA 94577 and
                 ______________________________________________________________.

          (ii)   The Borrower shall not secrete, abandon or remove, or permit
                 the removal of, the Equipment, or any part thereof, from the
                 location(s) shown above or remove or permit to be removed any
                 accessories now or hereafter placed upon, the Equipment.

          (iii)  Upon the Bank's demand, the Borrower shall immediately provide
                 the Bank with a complete and accurate description of the
                 Equipment including, as applicable, the make, model,
                 identification number and serial number of each item of
                 Equipment. In addition, the Borrower shall immediately notify
                 the Bank of the acquisition of any new or additional Equipment
                 or the replacement of any existing Equipment and shall supply
                 the Bank with a complete description of any such additional or
                 replacement Equipment.

          (iv)   The Borrower shall, at the Borrower's sole cost and expense,
                 keep and maintain the Equipment in a good state of repair and
                 shall not destroy, misuse, abuse, illegally use or be negligent
                 in the care of the Equipment or any part thereof. The Borrower
                 shall not remove, destroy, obliterate, change, cover, paint,
                 deface or alter the name plates, serial numbers, labels or
                 other distinguishing numbers or identification marks placed
                 upon the Equipment or any part thereof by or on behalf of the
                 manufacturer, any dealer or rebuilder thereof, or the Bank. The
                 Borrower shall not be released from any liability to the Bank
                 hereunder because of any injury

                                     -14-
<PAGE>

                 to or loss or destruction of the Equipment. The Borrower shall
                 allow the Bank and its representatives free access to and the
                 right to inspect the Equipment at all times and shall comply
                 with the terms and conditions of any leases covering the real
                 property on which the Equipment is located and any orders,
                 ordinances, laws, regulations or rules of any federal, state or
                 municipal agency or authority having jurisdiction of such real
                 property or the conduct of the business of the persons having
                 control or possession of the Equipment.

          (v)    The Equipment is not now and shall not at any time hereafter be
                 so affixed to the real property on which it is located as to
                 become a fixture or a part thereof. The Equipment is now and
                 shall at all times hereafter be and remain personal property of
                 the Borrower.

6.18 Y2K Compliance. The Borrower shall perform all acts reasonably necessary
     to ensure that the Borrower becomes Year 2000 Compliant in a timely manner.
     Such acts shall include performing a review and assessment of all of
     Borrower's systems and adopting a plan with a budget for the remediation
     and testing of such systems. For the purposes hereof, "Year 2000 Compliant"
     shall mean that all software, hardware, firmware, equipment, goods or
     systems, utilized by and material to the business operations or financial
     condition of the Borrower, will properly perform date sensitive functions
     before, during and after the Year 2000. Borrower shall use its best efforts
     to remain informed as to whether its major customers, suppliers and vendors
     are Year 2000 Compliant. Borrower shall, upon the Bank's request, provide
     Bank with such certifications or other evidence of Borrower's compliance
     with the terms hereof as Bank may from time to time require.


                                    SECTION

                                       7

                               EVENTS OF DEFAULT

     Any one or more of the following described events shall constitute an event
     of default (an "Event of Default") under this Agreement:

7.1  Non-Payment: Any Borrower shall fail to pay the principal amount of any
     Obligations when due or interest on the Obligations within 5 days of when
     due.

7.2  Performance Under This Agreement: The Borrower shall fail in any material
     respect to perform or observe any term, covenant or agreement contained in
     this Agreement or in any document, instrument or agreement relating to this
     Agreement or any other document or agreement executed by Borrower with or
     in favor of Bank and any such failure shall continue unremedied for more
     than 30 days after written notice from the Bank to the Borrower of the
     existence and character of such Event of Default.

7.3  Representations and Warranties; Financial Statements: Any representation or
     warranty made by the Borrower under or in connection with this Agreement or
     any financial statement given by the Borrower or any guarantor shall prove
     to have been incorrect in any material respect when made or given or when
     deemed to have been made or given.

7.4  Other Agreements: If there is a default under any other agreement with Bank
     or under an agreement to which Borrower is a party with Bank or with a
     third party or parties resulting in a right by the Bank or by such third
     party or parties, whether or not exercised, to accelerate the maturity of
     any Indebtedness.

                                     -15-
<PAGE>

7.5  Insolvency: The Borrower or any guarantor shall: (i) become insolvent or be
     unable to pay its debts as they mature; (ii) make an assignment for the
     benefit of creditors or to an agent authorized to liquidate any substantial
     amount of its properties and assets; (iii) file a voluntary petition in
     bankruptcy or seeking reorganization or to effect a plan or other
     arrangement with creditors; (iv) file an answer admitting the material
     allegations of an involuntary petition relating to bankruptcy or
     reorganization or join in any such petition; (v) become or be adjudicated a
     bankrupt; (vi) apply for or consent to the appointment of, or consent that
     an order be made, appointing any receiver, custodian or trustee, for itself
     or any of its properties, assets or businesses; or (vii) in an involuntary
     proceeding, any receiver, custodian or trustee shall have been appointed
     for all or substantial part of the Borrower's or guarantor's properties,
     assets or businesses and shall not be discharged within 30 days after the
     date of such appointment.

7.6  Execution: Any writ of execution or attachment or any judgment lien shall
     be issued against any property of the Borrower and shall not be discharged
     or bonded against or released within 30 days after the issuance or
     attachment of such writ or lien.

7.7  Suspension: The Borrower shall voluntarily suspend the transaction of
     business or allow to be suspended, terminated, revoked or expired any
     permit, license or approval of any governmental body necessary to conduct
     the Borrower's business as now conducted.

7.8  Material Adverse Change: If there occurs a material adverse change in the
     Borrower's business or financial condition, or if there is a material
     impairment of the prospect of repayment of any portion of the Obligations
     or there is a material impairment of the value or priority of the Bank's
     security interest in the Collateral.

7.9  Change in Ownership: There shall occur a sale, transfer, disposition or
     encumbrance (whether voluntary or involuntary), or an agreement shall be
     entered into to do so, with respect to more than 10% of the issued and
     outstanding capital stock of the Borrower.

7.10 Impairment of Collateral. There shall occur any injury or damage to all or
     any part of the Collateral or all or any part of the Collateral shall be
     lost, stolen or destroyed.

                                    SECTION

                                       8

                              REMEDIES ON DEFAULT

Upon the occurrence of any Event of Default, the Bank may, at its sole and
absolute election, without demand and only upon such notice as may be required
by law:

8.1  Acceleration: Declare any or all of the Borrower's indebtedness owing to
     the Bank, whether under this Agreement or any other document, instrument or
     agreement, immediately due and payable, whether or not otherwise due and
     payable.

8.2  Cease Extending Credit: Cease making Advances or otherwise extending credit
     to or for the account of the Borrower under this Agreement or under any
     other agreement now existing or hereafter entered into between the Borrower
     and the Bank.

8.3  Termination: Terminate this Agreement as to any future obligation of the
     Bank without affecting the Borrower's obligations to the Bank or the Bank's
     rights and remedies under this Agreement or under any other document,
     instrument or agreement.

8.4  Protection of Security Interest: Make such payments and do such acts as the
     Bank, in its sole judgment, considers necessary and reasonable to protect
     its security interest or lien in the

                                     -16-
<PAGE>

     Collateral. The Borrower hereby irrevocably authorizes the Bank to pay,
     purchase, contest or compromise any encumbrance, lien or claim which the
     Bank, in its sole judgment, deems to be prior or superior to its security
     interest. Further, the Borrower hereby agrees to pay to the Bank, upon
     demand therefor, all expenses and expenditures (including attorneys' fees)
     incurred in connection with the foregoing.

8.5  Foreclosure: Enforce any security interest or lien given or provided for
     under this Agreement or under any security agreement, mortgage, deed of
     trust or other document, in such manner and such order, as to all or any
     part of the properties subject to such security interest or lien, as the
     Bank, in its sole judgment, deems to be necessary or appropriate and the
     Borrower hereby waives any and all rights, obligations or defenses now or
     hereafter established by law relating to the foregoing. In the enforcement
     of its security interest or lien, the Bank is authorized to enter upon the
     premises where any Collateral is located and take possession of the
     Collateral or any part thereof, together with the Borrower's records
     pertaining thereto, or the Bank may require the Borrower to assemble the
     Collateral and records pertaining thereto and make such Collateral and
     records available to the Bank at a place designated by the Bank. The Bank
     may sell the Collateral or any portions thereof, together with all
     additions, accessions and accessories thereto, giving only such notices and
     following only such procedures as are required by law, at either a public
     or private sale, or both, with or without having the Collateral present at
     the time of the sale, which sale shall be on such terms and conditions and
     conducted in such manner as the Bank determines in its sole judgment to be
     commercially reasonable. Any deficiency which exists after the disposition
     or liquidation of the Collateral shall be a continuing liability of the
     Borrower to the Bank and shall be immediately paid by the Borrower to the
     Bank.

8.6  Non-Exclusivity of Remedies: Exercise one or more of the Bank's rights set
     forth herein or seek such other rights or pursue such other remedies as may
     be provided by law, in equity or in any other agreement now existing or
     hereafter entered into between the Borrower and the Bank, or otherwise.

8.7  Application of Proceeds: All amounts received by the Bank as proceeds from
     the disposition or liquidation of the Collateral shall be applied to the
     Borrower's indebtedness to the Bank as follows: first, to the costs and
     expenses of collection, enforcement, protection and preservation of the
     Bank's lien in the Collateral, including court costs and reasonable
     attorneys' fees, whether or not suit is commenced by the Bank; next, to
     those costs and expenses incurred by the Bank in protecting, preserving,
     enforcing, collecting, liquidating, selling or disposing of the Collateral;
     next, to the payment of accrued and unpaid interest on all of the
     Obligations; next, to the payment of the outstanding principal balance of
     the Obligations; and last, to the payment of any other indebtedness owed by
     the Borrower to the Bank.

                                    SECTION

                                       9

                                 MISCELLANEOUS

9.1  Amounts Payable on Demand: If the Borrower shall fail to pay on demand any
     amount so payable under this Agreement, the Bank may, at its option and
     without any obligation to do so and without waiving any default occasioned
     by the Borrower having so failed to pay such amount, create an Advance
     under this Agreement in an amount equal to the amount so payable, which
     Advance shall thereafter bear interest as provided hereunder.

9.2  Default Interest Rate: If an Event of Default, or an event which, with
     notice or passage of time could become an Event of Default, has occurred or
     is continuing, the Borrower shall pay to the Bank interest on any
     Indebtedness or amount payable under this Agreement at a rate which is 3%
     in excess of the rate or rates then in effect under this Agreement.

                                     -17-
<PAGE>

9.3  Reliance and Further Assurances: Each warranty, representation, covenant,
     obligation and agreement contained in this Agreement shall be conclusively
     presumed to have been relied upon by the Bank regardless of any
     investigation made or information possessed by the Bank and shall be
     cumulative and in addition to any other warranties, representations,
     covenants and agreements which the Borrower now or hereafter shall give, or
     cause to be given, to the Bank. Borrower agrees to execute all documents
     and instruments and to perform such acts as the Bank may reasonably deem
     necessary to confirm and secure to the Bank all rights and remedies
     conferred upon the Bank by this agreement and all other documents related
     thereto.

9.4  Attorneys' Fees: Borrower shall pay to the Bank all costs and expenses,
     including but not limited to reasonable attorneys fees, incurred by Bank in
     connection with the administration, enforcement, including any bankruptcy,
     appeal or the enforcement of any judgment or any refinancing or
     restructuring of this Agreement or any document, instrument or agreement
     executed with respect to, evidencing or securing the indebtedness
     hereunder.

9.5  Notices: All notices, payments, requests, information and demands which
     either party hereto may desire, or may be required to give or make to the
     other party hereto, shall be given or made to such party by hand delivery
     or through deposit in the United States mail, postage prepaid, or by
     facsimile delivery, or to such other address as may be specified from time
     to time in writing by either party to the other.

     To the Borrower:                            To the Bank:

     TRINET EMPLOYER GROUP, INC.                 SANWA BANK CALIFORNIA
     101 Callan Avenue, 3rd Floor                Hayward Office (BBC)
     San Leandro, CA 94577                       24299 Southland Drive
     Attn: Doug Devlin                           Hayward, CA 94545
                                                 Attn:  Elizabeth Saffo
     FAX: (510) 352-6480                                Assistant Vice President
                                                 FAX:   (510) 293-9365

9.6  Waiver: Neither the failure nor delay by the Bank in exercising any right
     hereunder or under any document, instrument or agreement mentioned herein
     shall operate as a waiver thereof, nor shall any single or partial exercise
     of any right hereunder or under any other document, instrument or agreement
     mentioned herein preclude other or further exercise thereof or the exercise
     of any other right; nor shall any waiver of any right or default hereunder,
     or under any other document, instrument or agreement mentioned herein,
     constitute a waiver of any other right or default or constitute a waiver of
     any other default of the same or any other term or provision.

9.7  Conflicting Provisions: To the extent the provisions contained in this
     Agreement are inconsistent with those contained in any other document,
     instrument or agreement executed pursuant hereto, the terms and provisions
     contained herein shall control. Otherwise, such provisions shall be
     considered cumulative.

9.8  Binding Effect; Assignment: This Agreement shall be binding upon and inure
     to the benefit of the Borrower and the Bank and their respective successors
     and assigns, except that the Borrower shall not have the right to assign
     its rights hereunder or any interest herein without the prior written
     consent of the Bank. The Bank may sell, assign or grant participation in
     all or any portion of its rights and benefits hereunder. The Borrower
     agrees that, in connection with any such sale, grant or assignment, the
     Bank may deliver to the prospective buyer, participant or assignee
     financial statements and other relevant information relating to the
     Borrower and any guarantor.

9.9  Jurisdiction: This Agreement, any notes issued hereunder, the rights of the
     parties hereunder to and concerning the Collateral, and any documents,
     instruments or agreements mentioned or referred to herein shall be governed
     by and construed according to the laws of the State of

                                     -18-
<PAGE>

      California without regard to conflict of law principles, to the
      jurisdiction of whose courts the parties hereby submit.

9.10  Waiver of Jury Trial: THE BORROWER AND THE BANK EACH WAIVE THEIR
      RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
      UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT.  THE OTHER LOAN
      DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY
      ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
      PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO
      CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWER AND THE BANK EACH
      AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT
      TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER
      AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY
      OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER
      PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
      ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY
      PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
      AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND
      THE OTHER LOAN DOCUMENTS.

9.11  Counterparts: This Agreement may be executed in any number of counterparts
      and all such counterparts taken together shall be deemed to constitute one
      and the same instrument.

9.12  Headings: The headings herein set forth are solely for the purpose of
      identification and have no legal significance.

9.13  Entire Agreement and Amendments: This Agreement and all documents,
      instruments and agreements mentioned herein constitute the entire and
      complete understanding of the parties with respect to the transactions
      contemplated hereunder. All previous conversations, memoranda and writings
      between the parties pertaining to the transactions contemplated hereunder
      not incorporated or referenced in this Agreement or in such documents,
      instruments and agreements are superseded hereby. This Agreement may be
      amended only by an instrument in writing signed by the Borrower and the
      Bank.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first hereinabove written.


BANK:                                            BORROWER:

SANWA BANK CALIFORNIA                            TRINET EMPLOYER GROUP, INC.

BY:  /s/ ELIZABETH SAFFO                         BY:  /s/ MARTIN BABINEC
     -----------------------------                    --------------------------
Name: Elizabeth Saffo, Assistant                 Name: Martin Babinec, President
      Vice President
                                                 BY: /s/ DOUGLAS DEVLIN
                                                     ---------------------------
                                                 Name: Douglas Devlin, Chief
                                                       Financial Officer

                                     -19-
<PAGE>

                                 Exhibit 2.1.1
            Schedule of Purposes and Maximum Loan Amounts and Costs

-----------------------------------------------------------------------------
        PROJECT NAME                             BUDGETED PROJECT COSTS
-----------------------------------------------------------------------------
          Pay to Bill                                  $  216,000
-----------------------------------------------------------------------------
          Canadian PTB                                 $  247,200
-----------------------------------------------------------------------------
          Reno Facility                                $  600,000
-----------------------------------------------------------------------------
          Web Deployment                               $1,453,800
-----------------------------------------------------------------------------
       Back Office Systems                             $  981,000
-----------------------------------------------------------------------------
    Additional Web Self-Service                        $  531,400
-----------------------------------------------------------------------------
    Additional Infrastructure                          $  511,000
-----------------------------------------------------------------------------
 Supporting Capital Expenditures                       $1,338,646
-----------------------------------------------------------------------------
            Total                                      $5,879,046
-----------------------------------------------------------------------------


Notwithstanding anything contrary contained in the credit agreement dated
September 21, 1999 Sanwa Bank is obligated to advance funds in an amount not to
exceed 80% of individual budgeted project costs, as designated in the table
above. The Bank, in its sole discretion, may advance funds in an amount not to
exceed 100% of individual budgeted project costs. Under no circumstances shall
the Bank's aggregate funding exceed $4,000,000.00.

                                     -20-
<PAGE>

                   CERTIFIED CORPORATE RESOLUTION TO BORROW

     WHEREAS, TRINET EMPLOYER GROUP, INC. (the "Corporation") has made
application to SANWA BANK CALIFORNIA (the "Bank") for credit accommodations
which may consist of but shall in no way be limited to the following: the
renewal, continuation or extension of an existing obligation; the extension of a
new loan, line of credit or commitment; the issuance of letters of credit or
banker's acceptances; or the purchase or sale through Bank of foreign
currencies.

     RESOLVED, that: any two, acting together, of the following officers: MARTIN
BABINEC, as the PRESIDENT of the Corporation, or DOUGLAS DEVLIN, as the CHIEF
FINANCIAL OFFICER of the Corporation, are authorized, in the name of and on
behalf of the Corporation to:

     (a)  Borrow money from the Bank in such amounts and upon such terms and
          conditions as are agreed upon by the officers of the Corporation and
          the Bank; and execute and deliver or endorse such evidences of
          indebtedness or renewals thereof or agreements therefor as may be
          required by the Bank, all in such form and content as the officers of
          the Corporation executing such documents shall approve (which approval
          shall be evidenced by the execution and delivery of such documents);
          provided, however, that the maximum amount of such indebtedness shall
          not exceed the principal sum of $30,000,000.00 exclusive of any
          interest, fees, attorneys' fees and other costs and expenses related
          to the indebtedness.

     (b)  Execute such evidences of indebtedness, agreements, security
          instruments and other documents and to take such other actions as are
          herein authorized.

     (c)  Sell to or discount or re-discount with the Bank any and all
          negotiable instruments, contracts or instruments or evidences of
          indebtedness at any time held by the Corporation; and endorse,
          transfer and deliver the same, together with guaranties of payment or
          repurchase thereof, to the Bank (for which the Bank is hereby
          authorized and directed to pay the proceeds of such sale, discount or
          re-discount as directed by such endorsement without inquiring into the
          circumstances of its issue or endorsement or the disposition of such
          proceeds).

     (d)  Withdraw, receive and execute receipts for deposits and withdrawals on
          accounts of the Corporation maintained with the Bank.

     (e)  Grant security interests and liens in any real, personal or other
          property belonging to or under the control of the Corporation as
          security for any indebtedness of the Corporation to the Bank; and
          execute and deliver to the Bank any and all security agreements,
          pledges, mortgages, deeds of trust and other security instruments and
          any other documents to effectuate the grant of such security interests
          and liens, which security instruments and other documents shall be in
          such form and content as the officers of the Corporation executing
          such security instruments and other documents shall approve and which
          approval shall be evidenced by the execution and delivery of such
          security instruments and other documents.

     (f)  Apply for letters of credit or seek the issuance of banker's
          acceptances under which the Corporation shall be liable to the Bank
          for repayment.

     (g)  Purchase and sell foreign currencies, on behalf of the Corporation,
          whether for immediate or future delivery, in such amounts and upon
          such terms and conditions as the officer(s) authorized herein may deem
          appropriate, and give any instructions for transfers or deposits of
          monies by check, drafts, cable, letter or otherwise for any purpose
          incidental to the foregoing, and authorize or direct charges to the
          depository account or accounts of the

                                      -1-
<PAGE>

          Corporation for the cost of any foreign currencies so purchased
          through the Bank.

     (h)  To designate in writing to the Bank in accordance with the terms of
          any agreement or other document executed by the above-named
          individuals one or more individuals who shall have the authority to as
          provided herein, to:

          (1)  request advances under lines of credit extended by the Bank to
               the Corporation;

          (2)  apply for letters of credit or seek the issuance of bankers
               acceptances under which the Corporation shall be liable to the
               Bank for repayment,

          (3)  make deposits and receive and execute receipts for deposits on
               accounts of the Corporation maintained with the Bank;

          (4)  make withdrawals and receive and execute receipts for withdrawals
               on account of the Corporation maintained with the Bank;

          (5)  purchase and sell foreign currencies.

     (i)  Transact any other business with the Bank incidental to the powers
          hereinabove stated.

     RESOLVED FURTHER, that all such evidences of indebtedness, agreements,
security instruments and other documents executed in the name of and on behalf
of the Corporation and all such actions taken on behalf of the Corporation in
connection with the matters described herein are hereby ratified and approved.

     RESOLVED FURTHER, that the Bank is authorized to act upon these resolutions
until written notice of their revocation is delivered to the Bank.

     RESOLVED FURTHER, that any resolution set forth herein is in addition to
and does not supersede any resolutions previously given by the Corporation to
the Bank.

     RESOLVED FURTHER, that the Secretary of the Corporation be, and hereby is,
authorized and directed to prepare, execute and deliver to the Bank a certified
copy of the foregoing resolutions.

     I do hereby certify that I am ____________________, the Secretary of TRINET
EMPLOYER GROUP, INC., a California corporation, and I do hereby further certify
that the foregoing is a true copy of the resolutions of the Board of Directors
of the Corporation adopted and approved by unanimous written consent.

     I hereby further certify that such resolutions are presently in full force
and effect and have not been amended or revoked. I do further certify that the
following persons have been duly elected and qualified as and, this day are,
officers of the Corporation, holding their respective offices appearing below
their names, and that the signatures appearing opposite their names are the
genuine signatures of such persons.

NAME OF OFFICER: MARTIN BABINEC             /s/ MARTIN BABINEC
                                            ------------------------------------
                                                      (SIGNATURE)
TITLE: PRESIDENT


NAME OF OFFICER: DOUGLAS DEVLIN             /s/ DOUGLAS DEVLIN
                                            ------------------------------------
                                                     (SIGNATURE)
TITLE: CHIEF FINANCIAL OFFICER

                                      -2-
<PAGE>

IN WITNESS WHEREOF, this document is executed as of the 21 day of September,
NAME OF CORPORATION:    TRINET EMPLOYER GROUP, INC.

                                       BY:  /s/ DOUGLAS P. DEVLIN
                                            ------------------------------------
                                      Name: Douglas P. Devlin, Secretary

                                      -3-
<PAGE>

[SANWA BANK LOGO]

                        TRINET: Construction-Draw Sheet
<TABLE>
<CAPTION>
          Owner/Project:  Employer Group Inc.                             Draw #:                        Date:
------------------------------------------------------------------------------------------------------------------------------------
                                C             D               E             F               G               H              I
------------------------------------------------------------------------------------------------------------------------------------
          Description        Original       Previous       Previously      This          Borrower's     Net Request    Total Line
                              Budget        Request        Disbursed      Request          Equity       This  Draw     Draw to Date
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>            <C>            <C>            <C>            <C>            <C>

------------------------------------------------------------------------------------------------------------------------------------
Project Name:                                               D10*.80                        F10*.20        F10-G10       E10+H10
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Pay to Bill                   $216,000       $100,000       $ 80,000       $100,000       $20,000        $ 80,000       $  160,000
-----------------------------------------------------------------------------------------------------------------------------------
                                                            $    0                        $   0          $    0         $      0
-----------------------------------------------------------------------------------------------------------------------------------
Canadian PTB                  $200,000       $190,000       $152,000       $ 30,000       $ 6,000        $ 24,000       $  176,000
-----------------------------------------------------------------------------------------------------------------------------------
                                                            $    0                        $   0          $    0         $      0
-----------------------------------------------------------------------------------------------------------------------------------
Reno Facility                 $100,000       $ 80,000       $ 64,000       $ 50,000       $10,000        $ 40,000       $  104,000
-----------------------------------------------------------------------------------------------------------------------------------
                                                            $    0                        $   0          $    0         $      0
-----------------------------------------------------------------------------------------------------------------------------------
Web Deployment                $150,000       $    0         $    0         $187,500       $37,500        $150,000       $  150,000
-----------------------------------------------------------------------------------------------------------------------------------
                                                            $    0                        $   0          $    0         $      0
-----------------------------------------------------------------------------------------------------------------------------------
Back Office Systems                                         $    0                        $   0          $    0         $      0
-----------------------------------------------------------------------------------------------------------------------------------
                                                            $    0                        $   0          $    0         $      0
-----------------------------------------------------------------------------------------------------------------------------------
Additional Web Self-Service                                 $    0                        $   0          $    0         $      0
-----------------------------------------------------------------------------------------------------------------------------------
                                                            $    0                        $   0          $    0         $      0
-----------------------------------------------------------------------------------------------------------------------------------
Additional Infrastructure                                   $    0                        $   0          $    0         $      0
-----------------------------------------------------------------------------------------------------------------------------------
                                                            $    0                        $   0          $    0         $      0
-----------------------------------------------------------------------------------------------------------------------------------
Supporting Capex                                            $    0                        $   0          $    0         $      0
-----------------------------------------------------------------------------------------------------------------------------------
                                                            $    0                        $   0          $    0         $      0
-----------------------------------------------------------------------------------------------------------------------------------
                                                            $    0                        $   0                         $      0
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL COSTS                   $666,000       $370,000       $370,000       $367,500       $73,500        $294,000       $  664,000
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                        TRINET: Construction-Draw Sheet
<TABLE>
<CAPTION>
          Owner/Project:  Employer Group Inc.                             Draw #:                        Date:
------------------------------------------------------------------------------------------------------------------------------------
                                   J             K               L
------------------------------------------------------------------------------------------------------------------------------------
          Description           Budget           %            Maximum
                               To Date         Drawn          Funding
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>            <C>

------------------------------------------------------------------------------------------------------------------------------------
Project Name:                   D10+F10         110/J10     IF/(I10=C10*.8,"Y","N")
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Pay to Bill                    $200,000         80.00%             N
-----------------------------------------------------------------------------------------------------------------------------------
                                   $0           #DIV/0!            Y
-----------------------------------------------------------------------------------------------------------------------------------
Canadian PTB                   $220,000         80.00%             Y
-----------------------------------------------------------------------------------------------------------------------------------
                                   $0           #DIV/0!            Y
-----------------------------------------------------------------------------------------------------------------------------------
Reno Facility                  $130,000         80.00%             Y
-----------------------------------------------------------------------------------------------------------------------------------
                                   $0           #DIV/0!            Y
-----------------------------------------------------------------------------------------------------------------------------------
Web Deployment                 $187,500         80.00%             Y
-----------------------------------------------------------------------------------------------------------------------------------
                                   $0           #DIV/0!            Y
-----------------------------------------------------------------------------------------------------------------------------------
Back Office Systems                $0           #DIV/0!            Y
-----------------------------------------------------------------------------------------------------------------------------------
                                   $0           #DIV/0!            Y
-----------------------------------------------------------------------------------------------------------------------------------
Additional Web Self-Service        $0           #DIV/0!            Y
-----------------------------------------------------------------------------------------------------------------------------------
                                   $0           #DIV/0!            Y
-----------------------------------------------------------------------------------------------------------------------------------
Additional Infrastructure          $0           #DIV/0!            Y
-----------------------------------------------------------------------------------------------------------------------------------
                                   $0           #DIV/0!            Y
-----------------------------------------------------------------------------------------------------------------------------------
Supporting Capex                   $0           #DIV/0!            Y
-----------------------------------------------------------------------------------------------------------------------------------
                                   $0           #DIV/0!            Y
-----------------------------------------------------------------------------------------------------------------------------------
                                   $0           #DIV/0!            Y
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL COSTS                     $737,500                           Y
------------------------------------------------------------------------------------------------------------------------------------
TOTAL LINE AVAILABILITY                                                                                                 $3,336,000
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

***SBCL funds advanced in an amount equal to 80% of individual actual project
   costs (assumes no project variance).
***Aggregate funding not to exceed $4,000,000.

***Prior to draw request-borrower to provide bank with:
1. Individual project receipts/invoices.
2. General breakdown of draw requests for hard costs and soft/labor costs.
3. Signed copy of construction-draw sheet.

                             ---------------------------
                             Trinet Employer Group, Inc.
<PAGE>

[LOGO OF SANWA BANK CALIFORNIA]
                        AUTHORIZATION TO CHARGE ACCOUNT

 Hayward BBC  #2278 Office                   September______, 1999
 ------------------
     You are hereby authorized and instructed to charge $INVOICE AMOUNT to
my/our (Checking/XXXXXX No. 0560-53600) account, (MONTHLY/XXXXXXXXXXXXX),
beginning October 31, 1999, and credit a like amount to the following indicated
account in the name of TriNet Employer Group, Inc. Checking Account____________
Savings Account No._____________ [_] [_] Loan No. 05224199670 ______________ [_]
                                                  -----------
at SLOC Office [X] In the event there are not sufficient funds in my/our account
   ----
on the day of the charge, you may at any time thereafter deduct in addition to
the amount indicated above, a late charge in accordance with the terms of the
above referenced loan.

     This authority is to remain in full force and effect until revoked by me in
writing, or, in case of credit on loan account, until the loan is paid in full.
Present contract calls for final payment on September_______ , 1999

CHARGE MUST ORIGINATE                  TRINET EMPLOYER GROUP, INC.
AT DEPOSITORY OFFICE                   _________________________________________
MIS-40 (03/90)                         Martin Babinec, President

                                       /s/ DOUGLAS DEVLIN
                                       -----------------------------------------
                                       Douglas Devlin, Chief Financial Officer
<PAGE>

TO:       Rochelle Dineen, Group Credit          DATE:     September 10, 1999
FROM:     Elizabeth Saffo, Hayward BBC


RE:  The Commercial Credit Agreement dated September 1999, executed by Trinet
Employer Group, Inc. ("Borrower") and Sanwa Bank California ("Bank").

Section 6 Covenants- 6.8 Redemption or Repurchase of Stock: prohibits the
                         ----------------------------------
redemption or repurchase of any class of the Borrower's stock now or hereafter
outstanding.

Martin Babinec and Doug Devlin are requesting permission to repurchase
"diminimus stock" from external company shareholders.  Pursuant to Section 6.8
of the Commercial Credit Agreement, the BBC is recommending that the Borrower be
permitted to repurchase company stock in an amount not to exceed $50,000 per
annum.

Recommended                                 Approved

/s/ELIZABETH SAFFO                          /s/ROCHELLE DINEEN  9/10/99
------------------                          ---------------------------------
Elizabeth Saffo, AVP                        Rochelle Dineen, VP
Hayward BBC                                 Group Credit, Northern Region
<PAGE>

[LOGO OF SANWA BANK CALIFORNIA]



                        LOAN DISBURSEMENT INSTRUCTIONS

                                Line of Credit

Date:_____________________________,________________

The undersigned hereby instructs Sanwa Bank California to disburse the proceeds
of this loan as shown below:

          DISBURSEMENT                                          AMOUNT


Credited to the following account: Any and all Advances will    $_______
be deposited into checking account #0560-53600 upon the
request of the Borrower.



                                                                ========

                                       TOTAL:                   $_______




                                      -1-
<PAGE>

                                            BORROWER:

                                            TRINET EMPLOYER GROUP, INC.

                                            BY: /s/ MARTIN BABINEC
                                                --------------------------------
                                            NAME:  Martin Babinec, President



                                            BY: /s/ DOUGLAS DEVLIN, CFO
                                                --------------------------------
                                            NAME:  Douglas Devlin, Chief
                                                   Financial Officer

                                      -2-