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                                                                   EXHIBIT 10.36

                                CREDIT AGREEMENT

                                     between

                         PARAVANT COMPUTER SYSTEMS, INC.

                                       and

                               NATIONAL CITY BANK

                                 October 1, 1998

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Table of Contents
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1A. CROSS-REFERENCE............................................................1

1B. SUMMARY....................................................................1

2A. SUBJECT COMMITMENT.........................................................1

    2A.01 AMOUNT...............................................................1

    2A.02 TERM.................................................................1

    2A.03 OPTIONAL REDUCTIONS..................................................1

    2A.04 COMMITMENT FEE.......................................................1

    2A.05 EXTENSION OF SUBJECT COMMITMENT......................................2

2B. SUBJECT LOANS..............................................................2

    2B.01 SUBJECT NOTE.........................................................2

    2B.02 CREDIT REQUESTS......................................................3

    2B.03 CONDITION: NO DEFAULT................................................3

    2B.04 CONDITION: PURPOSE...................................................3

    2B.05 LOAN MIX.............................................................3

    2B.06 AMOUNT...............................................................4

    2B.07 CONTRACT PERIODS.....................................................4

    2B.08 MATURITIES...........................................................4

    2B.09 ROLLOVER.............................................................4

    2B.10.1 INTEREST RR LOANS..................................................5

    2B.10.2 INTEREST FFR LOANS.................................................5

    2B.11 INTEREST: LIBOR LOANS................................................5

    2B.12 DISBURSEMENT.........................................................6

    2B.13 PREPAYMENTS..........................................................6

    2B.14 LIBOR LOANS: UNAVAILABILITY..........................................6

    2B.15 LIBOR LOANS: ILLEGALITY..............................................7
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Table of Contents
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3A. INFORMATION................................................................7

    3A.01 FINANCIAL STATEMENTS.................................................7

    3A.02 NOTICE...............................................................9

3B. GENERAL FINANCIAL STANDARDS................................................9

    3B.01 NET WORTH............................................................9

    3B.02 CASH FLOW RATIO.....................................................10

    3B.03 PRETAX INTEREST COVERAGE............................................10

    3B.04 LEVERAGE............................................................10

3C. AFFIRMATIVE COVENANTS.....................................................10

    3C.01 TAXES ..............................................................10

    3C.02 FINANCIAL RECORDS...................................................11

    3C.03 VISITATION..........................................................11

    3C.04 INSURANCE...........................................................11

    3C.05 CORPORATE EXISTENCE.................................................11

    3C.06 COMPLIANCE WITH LAW.................................................11

    3C.07 PROPERTIES..........................................................12

3D. NEGATIVE COVENANTS........................................................12

    3D.01 EQUITY TRANSACTIONS.................................................12

    3D.02 CREDIT EXTENSIONS...................................................13

    3D.03 BORROWINGS .........................................................13

    3D.04 LIENS, LEASES.......................................................14

    3D.05 FIXED ASSETS........................................................15

    3D.06 DIVIDENDS ..........................................................15

4A. CLOSING...................................................................15

    4A.01 SUBJECT NOTE........................................................15
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    4A.02 RESOLUTIONS/INCUMBENCY .............................................16

    4A.03 LEGAL OPINION.......................................................16

    4A.04 FINANCIAL STATEMENTS................................................16

    4A.05 SECURITY AGREEMENTS.................................................16

    4A.06 DOCUMENTATION FEE ..................................................16

4B. WARRANTIES................................................................16

    4B.01 EXISTENCE ..........................................................16

    4B.02 GOVERNMENTAL RESTRICTIONS...........................................16

    4B.03 CORPORATE AUTHORITY.................................................17

    4B.04 LITIGATION..........................................................17

    4B.05 TAXES...............................................................17

    4B.06 TITLE...............................................................17

    4B.07 LAWFUL OPERATIONS...................................................17

    4B.08 INSURANCE ..........................................................18

    4B.09 FINANCIAL STATEMENTS................................................18

    4B.10 DEFAULTS............................................................18

5A. EVENTS OF DEFAULT.........................................................18

    5A.01 PAYMENTS ...........................................................18

    5A.02 WARRANTIES .........................................................18

    5A.03 COVENANTS WITHOUT GRACE.............................................19

    5A.04 COVENANTS WITH GRACE................................................19

    5A.05 CROSS-DEFAULT ......................................................19

    5A.06 BORROWER'S SOLVENCY ................................................19

5B. EFFECTS OF DEFAULT........................................................19

    5B.01 OPTIONAL DEFAULTS...................................................19

    5B.02 AUTOMATIC DEFAULTS..................................................20
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    5B.03 OFFSETS.............................................................20

6A. INDEMNITY: STAMP TAXES....................................................20

6B. INDEMNITY: GOVERNMENTAL COSTS/LIBOR LOANS.................................20

6C. INDEMNITY: FUNDING COSTS .................................................21

6D. CREDIT REQUESTS...........................................................21

6E. INDEMNITY: UNFRIENDLY TAKEOVERS ..........................................21

6F. INDEMNITY: CAPITAL REQUIREMENTS...........................................21

6G. INDEMNITY: COLLECTION COSTS...............................................22

6H. CERTIFICATE FOR INDEMNIFICATION...........................................22

7.  BANK'S PURPOSE ...........................................................22

8.  INTERPRETATION ...........................................................22

    8.01 WAIVERS..............................................................22

    8.02 CUMULATIVE PROVISIONS ...............................................22

    8.03 BINDING EFFECT.......................................................23

    8.04 SURVIVAL OF PROVISIONS...............................................23

    8.05 IMMEDIATE U.S. FUNDS ................................................23

    8.06 CAPTIONS.............................................................23

    8.07 SUBSECTIONS..........................................................23

    8.08 ILLEGALITY...........................................................23

    8.09 OHIO LAW ............................................................23

    8.10 INTEREST/FEE COMPUTATIONS............................................23

    8.11 NOTICE...............................................................23

    8.12 ACCOUNTING TERMS.....................................................24
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    8.13 ENTIRE AGREEMENT ....................................................24

    8.14 WAIVER OF JURY TRIAL.................................................24

    8.15 LATE CHARGE, APPLICATION OF PAYMENTS.................................24

    8.16 SHARING OF INFORMATION...............................................24

9.  DEFINITIONS...............................................................24

    Account Officer...........................................................25

    Accumulated Funding Deficiency............................................25

    Affiliate ................................................................25

    Agreement.................................................................25

    Bank .....................................................................25

    Banking Day...............................................................25

    Borrower..................................................................25

    Company...................................................................25

    Contract Period...........................................................25

    Credit Request............................................................25

    Debt .....................................................................25

    Default under ERISA.......................................................26

    Default Under This Agreement..............................................26

    Distribution..............................................................26

    Environmental Law.........................................................26

    ERISA ....................................................................26

    ERISA Regulator...........................................................26

    Event of Default..........................................................26

    Expiration Date...........................................................26

    Federal Funds Rate........................................................27

    FFR Loan..................................................................27
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Table of Contents
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    Funded Indebtedness.......................................................27

    GAAP......................................................................27

    Guarantor.................................................................27

    Insider ..................................................................27

    Insolvency Action.........................................................28

    LIBOR Pre-Margin Rate.....................................................28

    LIBOR Loan................................................................28

    Material..................................................................28

    Most Recent 4A.04 Financial Statements....................................28

    Net Income................................................................28

    Net Worth.................................................................28

    Pension Plan..............................................................28

    Prime Rate................................................................29

    Receivable ...............................................................29

    Reference Rate............................................................29

    Related Writing...........................................................29

    Reportable Event..........................................................29

    RR Loan...................................................................29

    Subject Commitment........................................................29

    Subject Indebtedness......................................................29

    Subject Loan..............................................................29

    Subject Note..............................................................29

    Subordinated .............................................................29

    Subsidiary ...............................................................30

    Supplemental Schedule.....................................................30

    Total Liabilities.........................................................30

    Wholly-Owned..............................................................30
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Table of Contents
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    plurals ..................................................................30

SIGNATURES AND ADDRESS........................................................30

EXHIBIT A: Supplemental Schedule (4B)
EXHIBIT B: Subject Note (2B.0 1; 4A.01)
EXHIBIT C: Extension Agreement (2A.05)
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                                CREDIT AGREEMENT

Agreement made as of October 1, 1998 by and between PARAVANT COMPUTER SYSTEMS,
INC. (Borrower) and NATIONAL CITY BANK (Bank):

1A. CROSS-REFERENCE -- Certain terms are defined in section 9.

1B. SUMMARY -- This Agreement sets forth the terms and conditions upon which the
Borrower may obtain Subject Loans on a revolving basis until the Expiration
Date. This Agreement also sets forth covenants and warranties made by the
parties to induce each other to enter into this Agreement and contains other
Material provisions.

2A. SUBJECT COMMITMENT -- The basic terms of the Subject Commitment and the
compensation therefore are as follows:

       2A.01 AMOUNT -- The amount of the Subject Commitment is fourteen million
       and no/100ths dollars ($14,000,000.00), but that amount may be reduced
       from time to time pursuant to subsection 2A.03 and the Subject Commitment
       may be terminated pursuant to section 5B.

       2A.02 TERM -- The Subject Commitment shall commence as of the date of
       this Agreement and shall remain in effect on a revolving basis until
       December 31, 2001 (the Expiration Date) EXCEPT that a later Expiration
       Date may be established from time to time pursuant to subsection 2A.05
       and EXCEPT that the Subject Commitment shall end in any event upon any
       earlier reduction thereof to zero pursuant to subsection 2A.03 or any
       earlier termination pursuant to section 5B.

       2A.03 OPTIONAL REDUCTIONS -- Borrower shall have the right, at all times
       and without the payment of any premium, to permanently reduce the amount
       of the Subject Commitment by giving Bank one Banking Day's prior written
       notice of the amount of each such reduction and the effective date
       thereof subject, however, to the following:

                (a) No such reduction shall reduce the Subject Commitment to a
                lesser aggregate amount than the sum of the aggregate unpaid
                principal balance of the LIBOR Loans then outstanding plus the
                aggregate unpaid principal balance of any LIBOR Loans to be
                obtained pursuant to any unfulfilled Credit Request under
                subsection 2B.02.

                (b) Concurrently with each reduction Borrower shall prepay such
                part, if any, of the principal of the Subject Loans then
                outstanding as may be in excess of the amount of the Subject
                Commitment as so reduced. Subsection 2B.13 and section 6C shall
                apply to each such prepayment.

       2A.04 COMMITMENT FEE -- Borrower agrees to pay Bank a commitment fee

                                      

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                (a) based on the average daily difference between the amount of
                the Subject Commitment from time to time in effect and the
                aggregate unpaid principal balance of the Subject Loans then
                outstanding,

                (b) computed at the rate of one-eighth of one percent (1/8%) per
                annum so long as the Subject Commitment remains in effect and

                (c) payable in arrears on September 30, 1998 and
                quarter-annually thereafter and at the end of the Subject
                Commitment.

       2A.05 EXTENSION OF SUBJECT COMMITMENT -- Whenever Borrower furnishes its
       audited financial statements to Bank pursuant to clause (b) of subsection
       3A.01, commencing with the year ending September 30, 1999, Borrower may
       request that the Subject Commitment be extended one year to the February
       I next following the Expiration Date then in effect. Bank agrees to give
       consideration to each such request; but in no event shall Bank be
       committed to extend the Subject Commitment, nor shall the Subject
       Commitment be so extended, unless and until both Borrower and Bank shall
       have executed and delivered an extension agreement substantially in the
       form of Exhibit C with the blanks appropriately filled.

2B. SUBJECT LOANS -- Bank agrees that so long as the Subject Commitment remains
in effect Bank will, subject to the conditions of this Agreement, grant Borrower
such Subject Loans as Borrower may from time to time request. In addition, the
amount of any Subject Loans used by Borrower to finance the acquisition of
Engineering Development Laboratories, Incorporated and the acquisition of Signal
Technology Laboratories, Inc. which remains outstanding on October 1, 2001 may
be converted by Borrower into a five-year installment loan on terms and
conditions mutually acceptable to Borrower and Bank and the Subject Commitment
shall be reduced by the amount of any such conversion.

       2B.01 SUBJECT NOTE -- The Subject Loans shall be evidenced at all times
       by a Subject Note executed and delivered by Borrower, payable to the
       order of Bank in a principal amount equal to the dollar amount of the
       Subject Commitment as in effect at the execution and delivery of the
       Subject Note and being in the form and substance of Exhibit B with the
       blanks appropriately filled.

                (a) Whenever Borrower shall obtain a Subject Loan, Bank shall
                endorse an appropriate entry on the Subject Note or make an
                appropriate entry in a loan account in Bank's books and records,
                or both. Each entry shall be prima facie evidence of the data
                entered; but such entries shall not be a condition to Borrower's
                obligation to pay.

                (b) No holder of any Subject Note shall transfer a Subject Note,
                or seek a judgment or file a proof of claim based on a Subject
                Note, without in each case first endorsing the Subject Note to
                reflect the true amount owing thereon.

                                      -2-

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       2B.02 CREDIT REQUESTS -- Whenever Borrower desires to borrow pursuant to
       this Agreement, Borrower shall give Bank an appropriate notice (a Credit
       Request) with such information as Bank may reasonably request. The Credit
       Request shall be irrevocable and shall (EXCEPT in the case of any
       obtained at the execution and delivery of this Agreement) be given to
       Bank not later than 12:00 noon Dayton time

                (a) on the Banking Day the proceeds of any requested RR Loan or
                FFR Loan is to be disbursed to Borrower and

                (b) on the third (3rd) Banking Day prior to the Banking Day on
                which the proceeds of any requested LIBOR Loan are to be
                disbursed to Borrower.

       Each Credit Request shall be made either in writing or by telephone,
       PROVIDED that any telephone request shall be promptly confirmed in
       writing and Borrower shall assume the risk of misunderstanding.

       2B.03 CONDITION: NO DEFAULT -- Borrower shall not be entitled to obtain
       any Subject Loan if

                (a) any Default Under This Agreement shall then exist or would
                thereupon begin to exist or

                (b) any representation or warranty made in subsections 4B.01
                through 4B.08 (both inclusive) shall have ceased to be true and
                complete in any Material respect or

                (c) there shall have occurred any Material adverse change in
                Borrower's financial condition, properties or business since the
                date of Borrower's Most Recent 4A.04 Financial Statements or in
                its then most recent financial statements, if any, furnished to
                Bank pursuant to subsection 3A.01.

       Each Credit Request, both when made and when honored, shall of itself
       constitute a continuing representation and warranty by Borrower that
       Borrower is entitled to obtain, and Bank is obligated to make, the
       requested Subject Loan.

       2B.04 CONDITION: PURPOSE -- Borrower shall not use the proceeds of any
       Subject Loan in any manner that would violate or be inconsistent with
       Regulation U or X of the Board of Governors of the Federal Reserve
       System; nor will it use any such proceeds for the purpose of financing
       the acquisition of any corporation or other business entity if the
       acquisition is publicly opposed by the latter's management and if Bank
       deems that its participation in the financing would involve it in a
       conflict of interest.

       2B.05 LOAN MIX -- The Subject Loans at any one time outstanding may
       consist of RR Loans, FFR Loans or LIBOR Loans or any combination thereof
       as Borrower may from time to time duly elect.

                                      -3-

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       2B.06 AMOUNT -- No Subject Loan shall be made if, after giving effect
       thereto, the aggregate unpaid principal balance of the Subject Loans
       would exceed the amount of the Subject Commitment then in effect. Each
       LIBOR Loan shall be in the principal sum of five hundred thousand dollars
       ($500,000) or any greater amount (subject to the aforesaid limitations)
       that is a multiple of one hundred thousand dollars ($100,000).

       2B.07 CONTRACT PERIODS -- Each LIBOR Loan shall have applicable thereto a
       Contract Period to be duly elected by Borrower in the Credit Request
       therefore. Each Contract Period shall begin on the date the loan proceeds
       are to be disbursed and shall end on such date, not later than the
       Expiration Date, as Borrower may select subject, however, to the
       following:

                The Contract Period for each LIBOR Loan shall end one month or
                two or three months after the date of borrowing; PROVIDED, that

                         (1) if any such Contract Period otherwise would end on
                         a day that is not a Banking Day, it shall end instead
                         on the next following Banking Day unless that day falls
                         in another calendar month, in which latter case the
                         Contract Period shall end instead on the last Banking
                         Day of the next preceding calendar month, and

                         (2) if the Contract Period commences on a day for which
                         there is no numerical equivalent in the calendar month
                         in which the Contract Period is to end, it shall end on
                         the last Banking Day of that calendar month.

       2B.08 MATURITIES -- The stated maturity of each RR Loan and each FFR Loan
       shall be the Expiration Date. The stated maturity of each LIBOR Loan
       shall be the last day of the Contract Period applicable thereto. In no
       event, however, shall the stated maturity of any Subject Loan be later
       than the Expiration Date.

       2B.09 ROLLOVER -- If

                (a) prior to the Expiration Date any LIBOR Loan shall not be
                paid in full at the stated maturity thereof and

                (b) Borrower shall have failed to duly give Bank a timely Credit
                Request in respect thereof,

       Borrower shall be deemed to have duly given Bank a timely Credit Request
       to obtain (and Bank shall accordingly make) a RR Loan in a principal
       amount equal to the unpaid principal of the LIBOR Loan then due, the
       proceeds of which RR Loan shall be applied to the payment in full of the
       LIBOR Loan then due; PROVIDED that no such RR Loan shall of itself
       constitute a waiver of any then-existing Default Under This Agreement.

                                     -- 4 --

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       2B.10.1 INTEREST: RR LOANS -- The principal of and overdue interest on
       the RR Loans shall bear interest payable in arrears on the first day of
       each month and at maturity and computed (in accordance with subsection
       8.10)

                (a) prior to maturity, at a fluctuating rate equal to the
                Reference Rate from time to time in effect plus the applicable
                RR margin (if any) and

                (b) after maturity (whether occurring by lapse of time or by
                acceleration), at a fluctuating rate equal to the Reference Rate
                from time to time in effect plus the applicable RR margin (if
                any) plus two percent (2%) per annum,

                with each change in the Reference Rate automatically and
                immediately changing the rate thereafter applicable to the RR
                Loans; PROVIDED, that in no event shall the rate applicable to
                the RR Loans after the maturity thereof be less than the rate
                applicable thereto immediately after maturity. RR margin as used
                in this subsection means zero percent (0.0%) per annum.

       2B.10.2 INTEREST: FFR LOANS -- The principal of and overdue interest on
       the FFR Loans shall bear interest payable in arrears on the first day of
       each month and at maturity and computed (in accordance with subsection
       8.10)

                (a) prior to maturity, at a fluctuating rate equal to the
                Federal Funds Rate from time to time in effect plus the
                applicable FFR margin (if any) with each change in the Federal
                Funds Rate automatically and immediately changing the rate
                thereafter applicable to the FFR Loans. FFR margin as used in
                this subsection means two percent (2.0%) per annum and

                (b) after maturity (whether occurring by lapse of time or by
                acceleration), each FFR Loan shall bear interest computed and
                payable in the same manner as in the case of RR Loans EXCEPT
                that in no event shall any FFR Loan bear interest after maturity
                at a lesser rate than that applicable thereto immediately after
                maturity.

       2B.11 INTEREST: LIBOR LOANS -- The principal of and overdue interest on
       each LIBOR Loan shall bear interest computed (in accordance with
       subsection 8.10) and payable as follows:

                (a) Prior to maturity, each LIBOR Loan shall bear interest at a
                rate equal to

                    the LIBOR pre-margin rate in effect at the start of the
                    applicable Contract Period plus

                    the applicable LIBOR margin, namely, the amount shown in the
                    following table:

                                      - 5 -

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   Debt/Tangible Net Worth                              LIBOR Margin

   Greater than or equal to 2.5:1                           2.00%

   Greater than or equal to 1.1:1.0 but less than           1.75%

   Less than 1.1:1.0                                        1.50%

                (b) After maturity (whether occurring by lapse of time or by
                acceleration), each LIBOR Loan shall bear interest computed and
                payable in the same manner as in the case of RR Loans EXCEPT
                that in no event shall any LIBOR Loan bear interest after
                maturity at a lesser rate than that applicable thereto
                immediately after maturity.

                (c) Interest on each LIBOR Loan shall be payable in arrears on
                the last day of the Contract Period applicable thereto and at
                maturity and, in the case of any Contract Period having a longer
                term than every three (3) months after the first day of the
                Contract Period.

       2B.12 DISBURSEMENT -- Bank shall disburse the proceeds of each Subject
       Loan to Borrower's general checking account with Bank in the absence of
       written instructions from Borrower to the contrary.

       2B. 13 PREPAYMENTS -- Borrower may from time to time prepay the principal
       of the RR Loans in whole or in part and may from time to time prepay the
       principal of any given series of LIBOR Loans in whole or in part, subject
       to the following:

                (a) Each prepayment of LIBOR Loans shall be applied solely to a
                single LIBOR Loan, shall aggregate one million dollars
                ($1,000,000) or any multiple thereof or an amount equal to the
                then aggregate unpaid principal balance thereof.

                (b) Each prepayment of the RR Loans may be made without penalty
                or premium. Any prepayment of any LIBOR Loans (regardless of the
                reason for the prepayment) shall be subject to the payment of
                any indemnity required by section 6C.

                (c) No prepayment shall of itself reduce the Subject Commitment.

                (d) Concurrently with each prepayment, Borrower shall prepay the
                interest accrued on the prepaid principal.

       2B.14 LIBOR LOANS: UNAVAILABILITY -- If at any time

                (a) Bank shall determine that dollar deposits of the relevant
                amount for the relevant Contract Period are not available in the
                London interbank eurodollar

                                      - 6 -

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                market (in the case of a LIBOR Loan) for the purpose of funding
                the LIBOR Loan in question, or

                (b) Bank shall determine that circumstances affecting that
                market make it impracticable for Bank to ascertain the rate or
                rates applicable to such LIBOR Loans,

       then and in each such case Bank shall, by written notice to Borrower,
       suspend Borrower's right thereafter to obtain LIBOR Loans of the kind in
       question, which suspension shall remain in effect until such time, if
       any, as Bank may give written notice to Borrower that the condition
       giving rise to the suspension no longer prevails.

       2B.15 LIBOR LOANS: ILLEGALITY -- If any governmental authority shall
       assert that it is unlawful for Bank to fund, make or maintain any LIBOR
       Loans,

                (a) Bank shall give Borrower prompt written notice thereof and

                (b) Borrower shall promptly pay in full the principal of and
                interest on the LIBOR Loan in question and make the
                reimbursement, if any, required by section 6C.

3A. INFORMATION -- Borrower agrees that so long as the Subject Commitment
remains in effect and thereafter until the Subject Indebtedness shall have been
paid in full, Borrower will perform and observe each of the following:

       3A.01 FINANCIAL STATEMENTS -- Borrower will furnish to Bank

                (a) within forty-five (45) days after the end of each of the
                first three quarter-annual periods of each of Borrower's fiscal
                years, Borrower's balance sheet as at the end of the period and
                its statements of cash flow, income and surplus reconciliation
                for Borrower's current fiscal year to date, all prepared (but
                unaudited) on a comparative basis with the prior year, in
                accordance with GAAP (EXCEPT as disclosed therein) and in form
                and detail satisfactory to Bank,

                (b) as soon as available (and in any event within one hundred
                twenty (120) days after the end of each of Borrower's fiscal
                years), a complete copy of an annual audit report (including,
                without limitation, all financial statements therein and notes
                thereto) of Borrower for that year which shall be

                         (1) prepared on a comparative basis with the prior
                         year, in accordance with GAAP (EXCEPT as disclosed
                         therein) and in form and detail satisfactory to Bank,

                         (2) certified (without qualification as to GAAP) by
                         independent public accountants selected by Borrower and
                         satisfactory to Bank,

                                      - 7 -

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                         (3) accompanied by a copy of any management report,
                         letter or similar writing furnished to Borrower by the
                         accountants in respect of Borrower's systems,
                         operations, financial condition or properties, and

                         (4) either (A) a written statement of the accountants
                         that in making the examination necessary for their
                         report or opinion they obtained no knowledge of the
                         occurrence of any Default Under This Agreement or (B)
                         if they know of any, their written disclosure of its
                         nature and status, PROVIDED, that the accountants shall
                         not be liable directly or indirectly to anyone for any
                         failure to obtain knowledge of any Default Under This
                         Agreement,

                (c) concurrently with the delivery of any financial statement to
                Bank pursuant to clause (a) or (b), a certificate by Borrower's
                chief financial officer

                         (1) certifying that to the best of the officer's
                         knowledge and belief, (A) those financial statements
                         fairly present in all Material respects Borrower's
                         financial condition and the results of its operations
                         in accordance with GAAP subject, in the case of interim
                         financial statements, to routine year-end audit
                         adjustments and (B) no Default Under This Agreement
                         then exists or if any does, a brief description of the
                         default and Borrower's intentions in respect thereof,
                         and

                         (2) setting forth calculations indicating whether or
                         not Borrower is in compliance with the general
                         financial standards of section 3B,

                (d) promptly when filed (in final form) or sent, a copy of

                         (1) each registration statement, Form 10-K annual
                         report, Form 10-Q quarterly report, Form 8-K current
                         report or similar document filed by Borrower with the
                         Securities and Exchange Commission (or any similar
                         federal agency having regulatory jurisdiction over
                         Borrower's securities) and

                         (2) each proxy statement, annual report, certificate,
                         notice or other document sent by Borrower to the
                         holders of any of its securities (or any trustee under
                         any indenture which secures any of its securities or
                         pursuant to which such securities are issued) and

                (e) forthwith upon Bank's written request, such other
                information in writing about Borrower's financial condition,
                properties and operations and about Borrower's employee benefit
                plans, if any, as Bank may from time to time reasonably request.


                                      - 8 -

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       3A.02 NOTICE -- Borrower will cause its chief financial officer, or in
       his absence another officer designated by Borrower, to give Bank prompt
       written notice whenever any officer of Borrower

                (a) reasonably believes (or receives notice from any
                governmental agency alleging) that any Reportable Event has
                occurred in respect of any Pension Plan or that Borrower has
                become in Material non-compliance with any law or governmental
                order referred to in subsection 3C.06 if non-compliance
                therewith would materially and adversely affect Borrower's
                financial condition or its properties,

                (b) receives from the Internal Revenue Service or any other
                federal, state or local taxing authority any allegation of any
                default by Borrower in the payment of any tax that is Material
                in amount or notice of any assessment in respect thereof,

                (c) learns there has been brought against Borrower before any
                court, administrative agency or arbitrator any litigation or
                proceeding which, if successful, might have a Material adverse
                effect on Borrower,

                (d) reasonably believes that any representation or warranty made
                in subsections 4B.01 through 4B.08 (both inclusive) shall have
                ceased in any Material respect to be true and complete or that
                any Default Under This Agreement shall have occurred, or

                (e) reasonably believes that there has occurred or begun to
                exist any other event, condition or thing that likely may have a
                Material, adverse effect on Borrower's financial condition,
                operations or properties.

3B. GENERAL FINANCIAL STANDARDS -- Borrower agrees that so long as the Subject
Commitment remains in effect and thereafter until the Subject Indebtedness shall
have been paid in full, Borrower will observe each of the following:

       3B.01 NET WORTH -- Borrower will not suffer or permit the sum of its Net
       Worth plus its Insider Subordinated indebtedness, if any, at any time to
       be less than the required minimum amount in effect at the time in
       question. The required minimum amount shall be three million five hundred
       thousand dollars ($3,500,000) EXCEPT that that amount shall be
       permanently increased

                (a) on September 30, 1998 and on each September 30 thereafter by
                an amount equal to forty percent (40%) of Borrower's Net Income,
                if any, after taxes, for the fiscal year then ending and

                (b) upon each issuance or other sale by Borrower of any of its
                capital stock or Insider Subordinated indebtedness by an amount
                equal to the net proceeds (after costs and expenses) thereof.

                                       -9-

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<PAGE>




       3B 02 CASH FLOW RATIO -- Borrower will not suffer or permit its cash flow
       ratio at any time to fall below one hundred fifty percent (150%).

       3B.03 PRETAX INTEREST COVERAGE -- Borrower will not, during any fiscal
       year of Borrower (commencing with the present year), suffer or permit the
       aggregate of

                (a) its Net Income for that year plus

                (b) its interest expense for that year plus

                (c) its federal, state and local income taxes for that year

                to be less than an amount equal to two (2.0) times its interest
                expense for that year.

       3B.04 LEVERAGE -- Borrower will not suffer or permit its Total
       Liabilities (other than Insider Subordinated indebtedness, if any) at any
       time to exceed an amount, for the relevant time period, equal to the
       percentage of the sum of its Net Worth plus its Insider Subordinated
       indebtedness, if any shown in the following table:

                May 1, 1998 to September 30, 1998                 5.0:
                                                                  1.0
                October 1, 1998 to September 30, 1999             3.0:
                                                                  1.0
                October 1, 1999 and thereafter                    2.0:
                                                                  1.0

3C. AFFIRMATIVE COVENANTS -- Borrower agrees that so long as the Subject
Commitment remains in effect and thereafter until the Subject Indebtedness shall
have been paid in full, Borrower will perform and observe each of the following:

       3C.01 TAXES -- Borrower will pay in full

                (a) prior in each case to the date when penalties for the
                nonpayment thereof would attach, all taxes, assessments and
                governmental charges and levies for which it may be or become
                subject and

                (b) prior in each case to the date the claim would become
                delinquent for non-payment, all other lawful claims (whatever
                their kind or nature) which, if unpaid, might become a lien or
                charge upon its property;

       PROVIDED, that no item need be paid so long as and to the extent that it
       is contested in good faith and by timely and appropriate proceedings
       which are effective to stay enforcement thereof.

                                     - 10 -

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<PAGE>




       3C.02 FINANCIAL RECORDS -- Borrower will at all times keep true and
       complete financial records in accordance with GAAP and, without limiting
       the generality of the foregoing, make appropriate accruals to reserves
       for estimated and contingent losses and liabilities.

       3C.03 VISITATION -- Borrower will permit Bank at all reasonable times

                (a) to visit and inspect Borrower's properties and examine its
                records at Bank's expense and to make copies of and extracts
                from such records and

                (b) to consult with Borrower's directors, officers, employees,
                accountants, actuaries, trustees and plan administrators in
                respect of its financial condition, properties and operations
                and the financial condition of its employee benefit plans, each
                of which parties is hereby authorized to make such information
                available to Bank to the same extent that it would be to
                Borrower.

       3C.04 INSURANCE -- Borrower will

                (a) keep itself and all of its insurable properties insured at
                all times to such extent, with such deductibles, by such
                insurers and against such hazards and liabilities as is
                generally and prudently done by like businesses, EXCEPT that if
                a more specific standard is provided in any Related Writing, the
                more specific standard shall prevail and

                (b) forthwith upon Bank's written request, furnish to Bank such
                information about Borrower's insurance as Bank may from time to
                time reasonably request, which information shall be prepared in
                form and detail reasonably satisfactory to Bank and certified by
                an officer of Borrower.

       3C.05 CORPORATE EXISTENCE -- Borrower will at all times maintain its
       corporate existence, rights and franchises.

       3C.06 COMPLIANCE WITH LAW -- Borrower will comply with all laws (whether
       federal, state or local and whether statutory, administrative or judicial
       or other) and with every lawful governmental order (whether
       administrative or judicial) and will, without limiting the generality of
       the foregoing,

                (a) use and operate all of its facilities and properties in
                Material compliance with all Environmental Laws and handle all
                hazardous materials in Material compliance therewith; keep in
                full effect each permit, approval, certification, license or
                other authorization required by any environmental law for the
                conduct of any Material portion of its business; and comply in
                all other Material respects with all Environmental Laws;

                                     - 11 -

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<PAGE>




                (b) make a full and timely payment of premiums required by ERISA
                and perform and observe all such further and other requirements
                of ERISA such that no Default under ERISA shall occur or begin
                to exist and

                (c) comply with all Material requirements of all occupational
                health and safety laws;

       PROVIDED, that this subsection shall not apply to any of the foregoing

                (i) if and to the extent that the same shall be contested in
                good faith by timely and appropriate proceedings which are
                effective to stay enforcement thereof and against which
                appropriate reserves shall have been established or

                (ii) in any other case if non-compliance therewith would not
                materially and adversely affect Borrower's financial condition,
                properties or business.

       3C.07 PROPERTIES -- Borrower will maintain all fixed assets necessary to
       its continuing operations in good working order and condition, ordinary
       wear and tear excepted.

3D. NEGATIVE COVENANTS -- Borrower agrees that so long as the Subject
Commitments remain in effect and thereafter until the Subject Indebtedness shall
have been paid in full, Borrower will observe, and will cause each Subsidiary to
observe, such of the following provisions as are on their respective parts to be
complied with, namely:

       3D.01 EQUITY TRANSACTIONS -- Borrower will not

                (a) be a party to any merger or consolidation,

                (b) purchase or otherwise acquire all or substantially all of
                the assets and business of any corporation or other business
                enterprise,

                (c) create, acquire or have any Subsidiary, or be or become a
                party to any joint venture or partnership, or make or keep any
                investment in any stocks or other equity securities of any kind
                other than any investment fully disclosed in Borrower's Most
                Recent 4A.04 Financial Statements or in the Supplemental
                Schedule or

                (d) lease as lessor, sell, sell-leaseback or otherwise transfer
                (whether in one transaction or a series of transactions) all or
                any substantial part of its fixed assets EXCEPT chattels that
                shall have become obsolete or no longer useful in its present
                business;

       PROVIDED, that if no Default Under This Agreement shall then exist and if
       none would thereupon begin to exist, this subsection shall not apply to
       any transaction referred to in

                                      -12-

<PAGE>
<PAGE>


       clause (a) or (b) if (1) after giving effect thereto, the nature of
       Borrower's business shall not be materially different from that at the
       date of this Agreement and (2) there shall have been executed and
       delivered to Bank an assumption agreement (to be in form and substance
       satisfactory to Bank) by the surviving corporation (if not Borrower) in
       the case of any merger, by the resulting corporation in the case of any
       consolidation and by the transferee (if not Borrower) in any transfer of
       any kind of assets.

       3D.02 CREDIT EXTENSIONS -- Borrower will not

                (a) make or keep any investment in any notes, bonds or other
                obligations of any kind for the payment of money or make or have
                outstanding at any time any advance or loan to anyone or

                (b) be or become a Guarantor of any kind;

       PROVIDED, that this subsection shall not apply to

                (i) any existing or future advance made to an officer or
                employee of Borrower solely for the purpose of paying ordinary
                and necessary business expenses of Borrower,

                (ii) any existing or future investment in direct obligations of
                the United States of America or any agency thereof, or in
                certificates of deposit issued by Bank, or in any other
                money-market investment if it carries the highest quality rating
                of any nationally-recognized rating agency, PROVIDED, that no
                such investment shall mature more than ninety (90) days after
                the date when made,

                (iii) any existing investment, advance, loan or Guaranty fully
                disclosed in Borrower's Most Recent 4A.04 Financial Statements
                or in the Supplemental Schedule,

                (iv) any existing or future Guaranty of any direct or contingent
                obligation owing to Bank or

                (v) any endorsement of a check or other medium of payment for
                deposit or collection, or any similar transaction in the normal
                course of business.

       3D.03 BORROWINGS -- Borrower will not create, assume or have outstanding
       at any time any indebtedness for borrowed money or any Funded
       Indebtedness of any kind; PROVIDED, that this subsection shall not apply
       to

                (i) the Subject Indebtedness or any other Debt owing to Bank,

                (ii) any Subordinated indebtedness,

                                      -13-

<PAGE>
<PAGE>




                (iii) any existing or future indebtedness secured by a purchase
                money security interest permitted by subsection 3D.04 or
                incurred under a lease permitted by subsection 3D.04 or

                (iv) any existing indebtedness fully disclosed in Borrower's
                Most Recent 4A.04 Financial Statements or in the Supplemental
                Schedule or any renewal or extension thereof in whole or in
                part.

       3D.04 LIENS, LEASES -- Borrower will not

       (a) lease any property as lessee or acquire or hold any property subject
       to any land contract, inventory consignment or other title retention
       contract,

       (b) sell or otherwise transfer any Receivables, whether with or without
       recourse or

       (c) suffer or permit any property now owned or hereafter acquired by it
       to be or become encumbered by any mortgage, security interest, lien or
       financing statement;

       PROVIDED, that this subsection shall not apply to

                (i) any tax lien, or any lien securing workers' compensation or
                unemployment insurance obligations, or any mechanic's, carrier's
                or landlord's lien, or any lien arising under ERISA, or any
                security interest arising under article four (bank deposits and
                collections) or five (letters of credit) of the Uniform
                Commercial Code, or any similar security interest or other lien,
                EXCEPT that this clause (i) shall apply only to security
                interests and other liens arising by operation of law (whether
                statutory or common law) and in the ordinary course of business
                and shall not apply to any security interest or other lien that
                secures any indebtedness for borrowed money or any Guaranty
                thereof or any obligation that is in Material default in any
                manner (other than any default contested in good faith by timely
                and appropriate proceedings effective to stay enforcement of the
                security interest or other lien in question),

                (ii) zoning or deed restrictions, public utility easements,
                minor title irregularities and similar matters having no adverse
                effect as a practical matter on the ownership or use of any of
                the property in question,

                (iii) any lien securing or given in lieu of surety, stay, appeal
                or performance bonds, or securing performance of contracts or
                bids (other than contracts for the payment of money borrowed),
                or deposits required by law or governmental regulations or by
                any court order, decree, judgment or rule or as a condition to
                the transaction of business or the exercise of any right,
                privilege or license, EXCEPT that this clause (iii) shall not
                apply to any lien or deposit securing an obligation that is in
                Material default in any manner (other than any default contested
                in good

                                     -14-

<PAGE>
<PAGE>




                faith by timely and appropriate proceedings effective to stay
                enforcement of the security interest or other lien in question),

                (iv) any mortgage, security interest or other lien securing only
                Borrower's Debt to Bank,

                (v) any mortgage, security interest or other lien (each, a
                "purchase money security interest") which is created or assumed
                in purchasing, constructing or improving any real property or
                equipment or to which any such property is subject when
                purchased, PROVIDED, that (A) the purchase money security
                interest shall be confined to the aforesaid property, (B) the
                indebtedness secured thereby does not exceed the total cost of
                the purchase, construction or improvement and (C) any such
                indebtedness, if repaid in whole or in part, cannot be
                reborrowed,

                (vi) any lease other than any capitalized lease (it being agreed
                that a capitalized lease is a lien rather than a lease for the
                purposes of this Agreement) so long as the aggregate annual
                rentals of all such leases do not exceed two hundred fifty
                thousand dollars ($250.000),

                (vii) any mortgage, security interest or other lien which
                (together with the indebtedness secured thereby) is fully
                disclosed in Borrower's Most Recent 4A.04 Financial Statements
                or in the Supplemental Schedule or

                (viii) any financing statement perfecting a security interest
                that would be permissible under this subsection.

       3D.05 FIXED ASSETS -- Borrower will not invest (net after trade-ins, if
       any) in fixed assets and leasehold improvements during any fiscal year
       (commencing with the present year) more than two hundred fifty thousand
       dollars ($250,000) plus its allowable obsolescence, amortization and
       depreciation charges for that year.

       3D.06 DIVIDENDS -- Borrower will not make or commit itself to make any
       Distribution to its shareholders at any time if any Default Under This
       Agreement shall then exist or would thereupon occur, nor will Borrower at
       any time make any Distribution other than any dividend payable solely in
       cash.

4A. CLOSING -- Prior to or at the execution and delivery of this Agreement
Borrower shall have complied or caused compliance with each of the following:

       4A.01 SUBJECT NOTE -- Borrower shall have executed and delivered a
       Subject Note to Bank in accordance with subsection 2B. ) 1.

       4A.02 RESOLUTIONS/INCUMBENCY -- Borrower's secretary or assistant
       secretary shall have certified to Bank (a) a copy of resolutions duly
       adopted by Borrower's board of directors in respect of this Agreement and
       (b) the names and true signatures of officers

                                      -15-

<PAGE>
<PAGE>




       authorized to execute and deliver this Agreement and Related Writings on
       behalf of Borrower.

       4A.03 LEGAL OPINION -- Borrower's counsel shall have rendered to Bank
       their written opinion in respect of the matters referred to in
       subsections 4B.01, 4B.02, 4B.03 and 4B.04 and in respect of the
       perfection of each mortgage, security interest or other lien referred to
       in this section 4A, which opinion shall be in such form and substance
       (and may be subject only to such qualifications and exceptions, if any)
       as shall be satisfactory to Bank.

       4A.04 FINANCIAL STATEMENTS -- Borrower shall have furnished to Bank at
       least one true and complete copy of each of the following: Borrower's
       annual audit report (including, without limitation, all financial
       statements therein and notes thereto and the accompanying accountants'
       certificate and management report) prepared as at September 30, 1997 and
       annual audit reports for each of Borrower's two next preceding fiscal
       years (each having been certified by Peat Marwick) and Borrower's
       unaudited interim financial statements prepared as at March 31, 1998.

       4A.05 SECURITY AGREEMENTS -- Borrower shall have executed and delivered
       to Bank security agreements being in form and substance satisfactory to
       Bank and granting Bank security interests in and to all of Borrower's
       existing and future equipment and in all of Borrower's inventory and
       Receivables as security for Borrower's Debt to Bank. Borrower shall have
       joined with Bank in executing and filing such financing statements and
       other documents and in making and doing such further and other acts and
       things as Bank may deem necessary for the evidence, perfection or other
       protection of Bank's security interests.

       4A.06 DOCUMENTATION FEE -- Borrower shall pay Bank a documentation fee of
       fifteen thousand dollars ($15,000).

4B. WARRANTIES -- Subject only to such additions and exceptions, if any, as may
be set forth in the Supplemental Schedule or in Borrower's Most Recent 4A.04
Financial Statements, Borrower represents and warrants as follows:

       4B.01 EXISTENCE -- Borrower is a duly organized and validly existing
       Florida corporation in good standing. Borrower is duly qualified to
       transact business in each state or other jurisdiction in which it owns or
       leases any real property or in which the nature of the business conducted
       makes such qualification necessary or, if not so qualified, such failure
       to qualify will have no Material adverse effect upon Borrower's financial
       condition and its ability to transact business. Borrower has no
       Subsidiaries.

       4B.02 GOVERNMENTAL RESTRICTIONS -- No registration with or approval of
       any governmental agency of any kind is required on the part of Borrower
       for the due execution and delivery or for the enforceability of this
       Agreement or any Related Writing other than the filing or recording of
       documents with public officials, the noting of title

                                      -16-

<PAGE>
<PAGE>




       certificates and similar acts and things related to the perfection of the
       mortgages, security interests and other liens referred to in section 4A.

       4B.03 CORPORATE AUTHORITY -- Borrower has requisite corporate power and
       authority to enter into this Agreement and to obtain and secure the
       Subject Loan in accordance with this Agreement. The officer executing and
       delivering this Agreement on behalf of Borrower has been duly authorized
       to do so and to execute and deliver a Subject Note and other Related
       Writings in accordance with section 4A. Neither the execution and
       delivery of this Agreement or any Related Writing by Borrower nor its
       performance and observance of the respective provisions thereof will
       violate any existing provision in its articles of incorporation,
       regulations or by-laws or any applicable law or violate or otherwise
       constitute a default under any contract or other obligation now existing
       and binding upon it. Upon the execution and delivery thereof, this
       Agreement and the aforesaid Related Writings will each become a valid and
       binding obligation enforceable against Borrower according to their
       respective tenors subject, however, to any applicable insolvency or
       bankruptcy law of general applicability and general principles of equity.

       4B.04 LITIGATION -- No litigation or proceeding is pending against
       Borrower before any court, administrative agency or arbitrator which
       might, if successful, have a Material adverse effect on Borrower.

       4B.05 TAXES -- Borrower has filed all federal, state and local tax
       returns which are required to be filed by it and paid all taxes due as
       shown thereon (EXCEPT to the extent, if any, permitted by subsection
       3C.01). The Internal Revenue Service has audited Borrower's tax returns
       through the year ended September 30, 1992 and has not alleged any
       Material default by Borrower in the payment of any tax Material in amount
       or threatened to make any assessment in respect thereof which has not
       been reflected in Borrower's Most Recent 4A.04 Financial Statements

       4B.06 TITLE -- Borrower has good and marketable title to all assets
       reflected in its Most Recent 4A.04 Financial Statements EXCEPT for
       changes resulting from transactions in the ordinary course of business.
       All such assets are clear of any mortgage, security interest or other
       lien of any kind other than any permitted by subsection 3D.04

       4B.07 LAWFUL OPERATIONS -- Borrower's operations have at all relevant
       times been and continue to be in Material compliance with all
       requirements imposed by law, whether federal, state or local, whether
       statutory, regulatory or other, including (without limitation) ERISA, all
       Environmental Laws, and occupational safety and health laws and all
       zoning ordinances. Without limiting the generality of the foregoing,

                (a) no condition exists at, on or under any facility or other
                property now or previously owned by Borrower which would give
                rise to any Material liability under any Environmental Law; and
                Borrower has not received any notice from any governmental
                agency, court or anyone else that it is a potentially
                responsible party for the clean-up of any environmental waste
                site, is in violation of any

                                      -17-

<PAGE>
<PAGE>

                environmental permit or law or has been placed on any registry
                of solid or hazardous waste disposal site;

                (b) No Material Accumulated Funding Deficiency exists in respect
                of any of Borrower's Pension Plans; and no Reportable Event has
                occurred in respect of any such plan which is continuing and
                which constitutes grounds either for termination of the plan or
                for court appointment of a trustee for the administration
                thereof.

       4B 08 INSURANCE -- Borrower's insurance coverage complies with the
       standards set forth in subsection 3C.04 and those set forth in the
       Related Writings referred to in subsections 4A.05 and 4A.06.

       4B.09 FINANCIAL STATEMENTS -- Each of the financial statements referred
       to in subsection 4A.04 has been prepared in accordance with generally
       accepted accounting principles applied on a basis consistent with those
       used by Borrower during its then next preceding full fiscal year EXCEPT
       to the extent, if any, specifically noted therein and fairly presents in
       all Material respects (subject to routine year-end audit adjustments in
       the case of the unaudited financial statements) it's financial condition
       as of the date thereof (including a full disclosure of Material
       contingent liabilities, if any) and the results of its operations, if
       any, for the fiscal period then ending. There has been no Material
       adverse change in Borrower's financial condition, properties or business
       since the date of Borrower's Most Recent 4A.04 Financial Statements nor
       any change in its accounting procedures since the end of Borrower's
       latest full fiscal year covered by those statements.

       4B.10 DEFAULTS -- No Default Under This Agreement exists, nor will any
       exist immediately after the execution and delivery of this Agreement.

5A. EVENTS OF DEFAULT -- Each of the following shall constitute an Event of
Default hereunder:

       5A.01 PAYMENTS -- If any principal included in the Subject Indebtedness
       shall not be paid in full promptly when the same becomes payable; or if
       any Subject Indebtedness (EXCEPT principal) or any of Borrower's other
       Debt to Bank (EXCEPT any payable on demand) shall not be paid in full
       promptly when the same becomes payable and shall remain unpaid for ten
       (10) consecutive days thereafter; or if such of Borrower's Debt, if any,
       to Bank, as may be payable on demand shall not be paid in full within ten
       (10) days after any actual demand for payment.

       5A.02 WARRANTIES -- If any representation, warranty or statement made in
       this Agreement or in any Related Writing referred to in section 4A shall
       be false or erroneous in any respect; or if any representation, warranty
       or statement hereafter made by or on behalf of Borrower in any Related
       Writing not referred to in section 4A shall be false or erroneous in any
       Material respect.

                                      -18-

<PAGE>
<PAGE>




       5A.03 COVENANTS WITHOUT GRACE -- If Borrower shall fail or omit to
       perform or observe any provisions in subsections 3A.02 or 3B.03.

       5A.04 COVENANTS WITH GRACE -- If anyone (other than Bank and its agents)
       shall fail or omit to perform and observe any agreement (other than those
       referred to in subsections 5A.01 or 5A.03) contained in this Agreement or
       any Related Writing that is on its part to be complied with, and that
       failure or omission shall not have been fully corrected within thirty
       (30) days after the giving of written notice to Borrower by Bank that it
       is to be remedied.

       5A.05 CROSS-DEFAULT -- If any of Borrower's indebtedness for borrowed
       money (regardless of maturity) or any of its Funded Indebtedness shall be
       or become "in default" (as defined below) EXCEPT any if and only so long
       as the aggregate unpaid principal balance of all such indebtedness in
       default does not exceed one hundred fifty thousand dollars ($150,000) at
       any one time outstanding. In this subsection, in default means that (a)
       there shall have occurred (or shall exist) in respect of the indebtedness
       in question (either as in effect at the date of this Agreement or as in
       effect at the time in question) any event, condition or other thing which
       constitutes, or which with the giving of notice or the lapse of any
       applicable grace period or both would constitute, a default which
       accelerates (or permits any creditor or creditors or representative or
       creditors to accelerate) the maturity of any such indebtedness; or (b)
       any such indebtedness (other than any payable on demand) shall not have
       been paid in full at its stated maturity; or (c) any such indebtedness
       payable on demand shall not have been paid in full within ten (10)
       Banking Days after any actual demand for payment.

       5A.06 BORROWER'S SOLVENCY -- If (a) Borrower shall discontinue
       operations, or (b) Borrower shall commence any Insolvency Action of any
       kind or admit (by answer, default or otherwise) the Material allegations
       of, or consent to any relief requested in, any Insolvency Action of any
       kind commenced against Borrower by its creditors or any thereof, or (c)
       any creditor or creditors shall commence against Borrower any Insolvency
       Action of any kind which shall remain in effect (neither dismissed nor
       stayed) for thirty (30) consecutive days.

5B. EFFECTS OF DEFAULT -- Notwithstanding any contrary provision or inference in
this Agreement or in any Related Writing:

       5B.01 OPTIONAL DEFAULTS -- If any Event of Default referred to in
       subsection 5A.01 through 5A.05, both inclusive, shall occur and be
       continuing, Bank shall have the right in its discretion, by giving
       written notice to Borrower,

       (a) to terminate the Subject Commitment (if not already expired or
       reduced to zero pursuant to section 2A or terminated pursuant to this
       section) and Bank shall have no obligation thereafter to grant any
       Subject Loan to Borrower, and

                                      -19-

<PAGE>
<PAGE>




                (b) to accelerate the maturity of all of Borrower's Debt to Bank
                (other than Debt, if any, already due and payable), and all such
                Debt shall thereupon become and thereafter be immediately due
                and payable in full without any presentment or demand and
                without any further or other notice of any kind, all of which
                are hereby waived by Borrower.

       5B.02 AUTOMATIC DEFAULTS -- If any Event of Default referred to in
       subsection 5A.06 shall occur,

                (a) the Subject Commitment shall automatically and immediately
                terminate (if not already expired or reduced to zero pursuant to
                section 2A or terminated pursuant to this section) and Bank
                shall have no obligation thereafter to grant any Subject Loan to
                Borrower, and

                (b) all of Borrower's Debt to Bank (other than Debt, if any,
                already due and payable) shall thereupon become and thereafter
                be immediately due and payable in full, all without any
                presentment, demand or notice of any kind. which are hereby
                waived by Borrower.

       5B.03 OFFSETS -- If there shall occur or exist any Default Under This
       Agreement referred to in subsection 5A.06, then, so long as that Default
       Under This Agreement exists, Bank shall have the right at any time to set
       off against and to appropriate and apply toward the payment of the
       Subject Indebtedness then owing to it, whether or not the same shall then
       have matured, any and all deposit balances then owing by Bank to or for
       the credit or account of Borrower, all without notice to or demand upon
       Borrower, all such notices and demands being hereby expressly waived.

6A. INDEMNITY: STAMP TAXES -- Borrower will pay all stamp taxes and similar
taxes, if any, including interest and penalties, if any, payable in respect of
the issuance of the Subject Indebtedness.

6B. INDEMNITY: GOVERNMENTAL COSTS/LIBOR LOANS -- If

       (a) there shall be introduced or changed any treaty, statute, regulation
       or other law, or there shall be made any change in the interpretation or
       administration thereof, or there shall be made any request from any
       central bank or other lawful governmental authority, the effect of any of
       which events shall be to (1) impose, modify or deem applicable any
       reserve or special deposit requirements against assets held by or
       deposits in or loans by any national banking association (whether or not
       applicable to Bank) or by Bank or (2) subject Bank to any tax, duty, fee,
       deduction or withholding or (3) change the basis of taxation of payments
       due to Bank from Borrower (otherwise than by a change in taxation of
       Bank's overall net income) or (4) impose on Bank any penalty in respect
       of any LIBOR Loans and

                                      -20-

<PAGE>
<PAGE>




       (b) in Bank's sole opinion any such event (1) increases (or, if the event
       were applicable to Bank, would increase) the cost of making, funding or
       maintaining any LIBOR Loan or (2) reduces the amount of any payment to be
       made to Bank in respect of the principal or interest on any LIBOR Loan or
       other payment under this Agreement,

then, upon Bank's demand, Borrower shall from time to time pay Bank an amount
equal to each such cost increase or reduced payment, as the case may be.

6C. INDEMNITY: FUNDING COSTS -- Borrower agrees to indemnify Bank against any
loss relating in any way to its funding of any LIBOR Loan paid before its stated
maturity (whether a prepayment or a payment following any acceleration of
maturity) and to pay Bank, as liquidated damages for any such loss, an amount
(discounted to the present value in accordance with standard financial practice
at a rate equal to the treasury yield) equal to interest computed on the
principal payment from the payment date to the respective stated maturities
thereof at a rate equal to the difference of the contract rate less the treasury
yield, all as determined by Bank in its reasonable discretion. Treasury yield
means the annual yield on direct obligations of the United States having a
principal amount and maturity similar to that of the principal being paid.

6D. CREDIT REQUESTS -- Whenever Borrower shall revoke any Credit Request for a
LIBOR Loan, or shall for any other reason fail to borrow pursuant thereto or
otherwise comply therewith, or shall fail to honor any prepayment notice, then,
in each case on any bank's demand, Borrower shall pay each bank such amount as
will compensate it for any loss, cost or expense incurred by it by reason of its
liquidation or reemployment of deposits or other funds.

6E. INDEMNITY: UNFRIENDLY TAKEOVERS -- Borrower agrees to indemnify Bank and
hold Bank harmless from and against any and all liabilities, losses, damages,
costs and expenses of any kind (including, without limitation, the reasonable
fees and disbursements of counsel in connection with any investigative,
administrative or judicial proceeding, whether or not Bank shall be designated a
party thereto) which may be incurred by Bank relating to or arising out of any
actual or proposed use of proceeds of the Subject Loans in connection with the
financing of an acquisition of any corporation or other business entity,
PROVIDED that Bank shall have no right to be indemnified hereunder for its own
gross negligence or willful misconduct as determined by a court of competent
jurisdiction.

6F. INDEMNITY: CAPITAL REQUIREMENTS -- If

       (a) at any time any governmental authority shall require National City
       Corporation or Bank, whether or not the requirement has the force of law,
       to maintain, as support for the Subject Commitment, capital in a
       specified minimum amount that either is not required or is greater than
       that required at the date of this Agreement, whether the requirement is
       implemented pursuant to the "risk-based capital guidelines" (published at
       12 CFR 3 in respect of "national banking associations", 12 CFR 208 in
       respect of "state member banks" and 12 CFR 225 in respect of "bank
       holding companies") or otherwise, and

                                      -21-



<PAGE>
 

<PAGE>




       (b) as a result thereof the rate of return on capital of National City
       Corporation or Bank or both (taking into account their then policies as
       to capital adequacy and assuming full utilization of their capital) shall
       be directly or indirectly reduced by reason of any new or added capital
       thereby allocable to the Subject Commitment,

then and in each such case Borrower shall, on Bank's demand, pay Bank as an
additional fee such amounts as will in Bank's reasonable opinion reimburse
National City Corporation and Bank for any such reduced rate of return.

6G. INDEMNITY: COLLECTION COSTS -- If any Event of Default shall occur and shall
be continuing, Borrower will pay Bank such further amounts, to the extent
permitted by law, as shall cover Bank's costs and expenses (including, without
limitation, the reasonable fees, interdepartmental charges and disbursements of
its counsel) incurred in collecting the Subject Indebtedness or in otherwise
enforcing its rights and remedies in respect thereof.

6H. CERTIFICATE FOR INDEMNIFICATION -- Each demand by Bank for payment pursuant
to section 6A, 6B, 6C, 6D, 6E, 6F or 6G shall be accompanied by a certificate
setting forth the reason for the payment, the amount to be paid, and the
computations and assumptions in determining the amount, which certificate shall
be presumed to be correct in the absence of manifest error. In determining the
amount of any such payment, Bank may use reasonable averaging and attribution
methods.

7. BANK'S PURPOSE -- Bank represents and warrants to Borrower that Bank is
familiar with the Securities Act of 1933 as amended and the rules and
regulations thereunder and is not entering into this Agreement with any
intention of violating that Act or any rule or regulation thereunder, it being
understood, however, that Bank shall at all times retain full control of the
disposition of its assets.

8. INTERPRETATION -- This Agreement and the Related Writings shall be governed
by the following provisions:

       8.01 WAIVERS -- Bank may from time to time in its discretion grant
       Borrower waivers and consents in respect of this Agreement or any Related
       Writing or assent to amendments thereof, but no such waiver or consent
       shall be binding upon Bank unless specifically granted by Bank in
       writing, which writing shall be strictly construed. Without limiting the
       generality of the foregoing, Borrower agrees that no course of dealing in
       respect of, nor any omission or delay in the exercise of, any right,
       power or privilege by Bank shall operate as a waiver thereof, nor shall
       any single or partial exercise thereof preclude any further or other
       exercise thereof or of any other, as each such right, power or privilege
       may be exercised either independently or concurrently with others and as
       often and in such order as Bank may deem expedient.

       8.02 CUMULATIVE PROVISIONS -- Each right, power or privilege specified or
       referred to in this Agreement or any Related Writing is in addition to
       and not in limitation

                                      -22-

<PAGE>
<PAGE>




       of any other rights, powers and privileges that Bank may otherwise have
       or acquire by operation of law, by other contract or otherwise.

       8.03 BINDING EFFECT -- The provisions of this Agreement and the Related
       Writings shall bind and benefit Borrower and Bank and their respective
       successors and assigns, including each subsequent holder, if any, of the
       Subject Notes or any thereof; PROVIDED, that no person or entity other
       than Borrower may obtain Subject Loans; and PROVIDED, further, that
       neither any holder of any Subject Note or assignee of any Subject Loan,
       whether in whole or in part, shall thereby become obligated thereafter to
       grant Borrower any Subject Loan.

       8.04 SURVIVAL OF PROVISIONS -- All representations and warranties made in
       or pursuant to this Agreement or any Related Writing shall survive the
       execution and delivery of this Agreement and the Subject Notes. The
       provisions of sections 6A, 6B, 6C and 6D shall survive the payment of the
       Subject Indebtedness.

       8.05 IMMEDIATE U.S. FUNDS -- Any reference to money is a reference to
       lawful money of the United States of America which, if in the form of
       credits, shall be in immediately available funds.

       8.06 CAPTIONS -- The several captions to different sections and
       subsections of this Agreement are inserted for convenience only and shall
       be ignored in interpreting the provisions thereof.

       8.07 SUBSECTIONS -- Each reference to a section includes a reference to
       all subsections thereof (i.e., those having the same character or
       characters to the left of the decimal point) EXCEPT where the context
       clearly does not so permit.

       8.08 ILLEGALITY -- If any provision in this Agreement or any Related
       Writing shall for any reason be or become illegal, void or unenforceable,
       that illegality, voidness or unenforceability shall not affect any other
       provision.

       8.09 OHIO LAW -- This Agreement and the Related Writings and the
       respective rights and obligations of the parties hereto shall be
       construed in accordance with and governed by internal Ohio law.

       8.10 INTEREST/FEE COMPUTATIONS -- All interest and all fees for any given
       period shall accrue on the first day thereof but not on the last day
       thereof and in each case shall be computed on the basis of a 360-day year
       and the actual number of days elapsed. In no event shall interest accrue
       at a higher rate than the maximum rate, if any, permitted by law.

       8.11 NOTICE -- A notice to or request of Borrower shall be deemed to have
       been given or made under this Agreement or any Related Writing either
       upon the delivery of a writing to that effect (either in person or by
       transmission of a telecopy) to an officer of

                                      -23-

<PAGE>
<PAGE>




       Borrower or five (5) days after a writing to that effect shall have been
       deposited in the United States mail and sent, with postage prepaid, by
       registered or certified mail, properly addressed to Borrower (Attention:
       chief financial officer). No other method of actually giving actual
       notice to or making a request of Borrower is hereby precluded. Every
       notice required to be given to Bank pursuant to this Agreement or any
       Related Writing shall be delivered (either in person or by transmission
       of a telecopy) to an Account Officer of Bank. A notice or request by mail
       is properly addressed to a party when addressed to it at the address set
       forth opposite its signature below or at such other address as that party
       may furnish to each of the others in writing for that purpose. A telecopy
       is transmitted to a party when transmitted to the telecopy number set
       forth opposite that party's signature below (or at such other telecopy
       number as that party may furnish to the other in writing for that
       purpose).

       8.12 ACCOUNTING TERMS -- Any accounting term used in this Agreement shall
       have the meaning ascribed thereto by GAAP subject, however, to such
       modification, if any, as may be provided by section 9 or elsewhere in
       this Agreement.

       8.13 ENTIRE AGREEMENT -- This Agreement and the Related Writings referred
       to in or otherwise contemplated by this Agreement set forth the entire
       agreement of the parties as to the transactions contemplated by this
       Agreement.

       8.14 WAIVER OF JURY TRIAL -- The parties acknowledge and agree that any
       controversy that may arise under this Agreement and the Related Writings
       would involve difficult and complex issues and therefore agree that any
       law suit growing out of or incidental to any such controversy will be
       tried in a court of competent jurisdiction by a judge sitting without a
       jury.

       8.15 LATE CHARGE; APPLICATION OF PAYMENTS -- If Borrower fails to pay any
       amount due hereunder, or any fee in connection herewith, in full within
       ten (10) days after its due date, Borrower will, in each case, incur and
       shall pay a late charge equal to the greater of twenty dollars ($20.00)
       or five percent (5%) of the unpaid amount. The payment of a late charge
       will not cure or constitute a waiver of any Event of Default under this
       Agreement. Except as otherwise agreed in writing, payments will be
       applied first to accrued but unpaid interest and fees, in that order, on
       an invoice by invoice basis in the order of their respective due dates,
       until paid in full, then to late charges and then to principal.

       8.16 SHARING OF INFORMATION -- Bank shall have the right to furnish to
       its Affiliates, and to such other persons or entities as Bank shall deem
       advisable for the conduct of its business, information concerning the
       business, financial condition, and property of Borrower, the amount of
       the Debt of Borrower, and the terms, conditions, and other provisions
       applicable to the respective parts thereof.

9. DEFINITIONS -- As used in this Agreement and in the Related Writings, EXCEPT
where the context clearly requires otherwise,

                                      -24-

<PAGE>
<PAGE>




       Account Officer means that officer who at the time in question is
       designated by Bank as the officer having primary responsibility for
       giving consideration to Borrower's requests for credit or, in that
       officer's absence, that officer's immediate superior or any other officer
       who reports directly to that superior officer;

       Accumulated Funding Deficiency shall have the meaning ascribed thereto in
       section 302(a)(2) of ERISA;

       Affiliate means, when used with reference to any person or entity (the
       subject), a person or entity that is in control of, under the control of,
       or under common control with, the subject, the term control meaning the
       possession, directly or indirectly, of the power to direct the management
       or policies of a person or entity, whether through the ownership of
       voting securities, by contract, or otherwise;

       Agreement means this Agreement and includes each amendment, if any, to
       this Agreement;

       Bank means National City Bank, a national banking association
       headquartered in Cleveland, Ohio;

       Banking Day means (a) in the case of a LIBOR Loan, a day on which banks
       in the London Interbank Market deal in United States dollar deposits and
       on which banking institutions are generally open for domestic and
       international business in Cleveland, Ohio and in New York City and (b) in
       any other case, any day other than a Saturday or a Sunday or a public
       holiday or other day on which banking institutions in Cleveland, Ohio,
       are generally closed and do not conduct a general banking business;

       Borrower means Paravant Computer Systems, Inc., a Florida corporation;

       Company refers to Borrower or to a Subsidiary of Borrower, as the case
       may be;

       Contract Period is defined in subsection 2B.07;

       Credit Request means a request made pursuant to subsection 2B.02;

       Debt means, collectively, all liabilities of the party or parties in
       question to Bank, whether owing by one such party alone or with one or
       more others in a joint, several, or joint and several capacity, whether
       now owing or hereafter arising, whether owing absolutely or contingently,
       whether created by loan, overdraft, Guaranty of payment or other contract
       or by quasi-contract or tort, statute or other operation of law or other,
       and whether participated to or from Bank in whole or in part; and in the
       case of Borrower includes, without limitation, the Subject Indebtedness;

                                      -25-

<PAGE>
<PAGE>




       Default under ERISA means (a) the occurrence or existence of a Material
       Accumulated Funding Deficiency in respect of any of the Companies'
       respective Pension Plans, (b) any failure by the Companies to make a full
       and timely payment of premiums required by ERISA for insurance against
       any employer's liability in respect of any such plan, (c) any Material
       breach of a fiduciary duty by any Company or trustee in respect of any
       such plan or (d) the existence of any action for the forcible termination
       of any such plan;

       Default Under This Agreement means an event, condition or thing which
       constitutes (or which with the lapse of any applicable grace period or
       the giving of notice or both would constitute) an Event of Default
       referred to in section 5A and which has not been appropriately waived in
       writing in accordance with this Agreement or corrected to Bank's full
       satisfaction;

       Distribution means a payment made, liability incurred or other
       consideration (other than any stock dividend or stock split payable
       solely in capital stock of Borrower) given by any Company for the
       purchase, acquisition, redemption or retirement of any capital stock of
       Borrower or as a dividend, return of capital or other distribution in
       respect of Borrower's capital stock; and Distribute means to make a
       Distribution;

       Environmental Law means the Comprehensive Environmental Response,
       Compensation, and Liability Act (42 USC 9601 et seq.), the Hazardous
       Material Transportation Act (49 USC 1801 et seq.), the Resource
       Conservation and Recovery Act (42 USC 6901 et seq.), the Federal Water
       Pollution Control Act (33 USC 1251 et seq.), the Toxic Substances Control
       Act (15 USC 2601 et seq.) and the Occupational Safety and Health Act (29
       USC 651 et seq.), as such laws have been or hereafter may be amended, and
       any and all analogous future federal, or present or future state or
       local, statutes and the regulations promulgated pursuant thereto;

       ERISA means the Employee Retirement Income Security Act of 1974 (P.L.
       93-406) as amended from time to time and in the event of any amendment
       affecting any section thereof referred to in this Agreement, that
       reference shall be a reference to that section as amended, supplemented,
       replaced or otherwise modified;

       ERISA Regulator means any governmental agency (such as the Department of
       Labor, the Internal Revenue Service and the Pension Benefit Guaranty
       Corporation) having any regulatory authority over any of the Companies'
       Pension Plans;

       Event of Default is defined in section 5A;

       Expiration Date means the date referred to as such in subsection 2A.02,
       EXCEPT that in the event of any extension pursuant to subsection 2A.05,
       Expiration Date shall mean the latest date to which the Subject
       Commitment shall have been so extended;

       FDIC Assessment Rate means the gross annual assessment rate (rounded
       upwards, if necessary, to the next higher 1/16 of 1%) actually incurred
       to the Federal Deposit

                                      -26-

<PAGE>
<PAGE>




       Insurance Corporation (or any successor) by Bank for insurance on
       deposits in United States dollars at Bank's main office;

       Federal Funds Rate means a fluctuating interest rate per annum, as in
       effect at the time in question, that is the rate determined by Bank to be
       the opening Federal Funds Rate per annum paid or payable by it on the day
       in question in its regional federal funds market for overnight borrowings
       from other banking institutions;

       FFR Loan means a Subject Loan maturing in the manner described in the
       first sentence of subsection 2B.08 and bearing interest in accordance
       with subsection 2B.10.2;

       Funded Indebtedness means indebtedness of the person or entity in
       question which matures or which (including each renewal or extension, if
       any, in whole or in part) remains unpaid for more than twelve months
       after the date originally incurred and includes, without limitation (a)
       any indebtedness (regardless of its maturity) if it is renewable or
       refundable in whole or in part solely at the option of that person or
       entity (in the absence of default) to a date more than one year after the
       date of determination, (b) any capitalized lease, (c) any Guaranty of
       Funded Indebtedness owing by another person or entity and (d) any Funded
       Indebtedness secured by a security interest, mortgage or other lien
       encumbering any property owned or being acquired by the person or entity
       in question even if the full faith and credit of that person or entity is
       not pledged to the payment thereof; PROVIDED, that in the case of any
       indebtedness payable in installments or evidenced by serial notes or
       calling for sinking fund payments, those payments maturing within twelve
       months after the date of determination shall be considered current
       indebtedness rather than Funded Indebtedness for the purposes of section
       3B but shall be considered Funded Indebtedness for all other purposes;

       GAAP means generally accepted accounting principles applied in a manner
       consistent with those used in Borrower's latest fiscal year-end financial
       statements referred to in subsection 4A.04;

       Guarantor means one who pledges his credit or property in any manner for
       the payment or other performance of the indebtedness, contract or other
       obligation of another and includes (without limitation) any guarantor
       (whether of collection or payment), any obligor in respect of a standby
       letter of credit or surety bond issued for the obligor's account, any
       surety, any co-maker, any endorser, and anyone who agrees conditionally
       or otherwise to make any loan, purchase or investment in order thereby to
       enable another to prevent or correct a default of any kind; and Guaranty
       means the obligation of a Guarantor;

       Insider, as applied to Subordinated indebtedness, refers to Subordinated
       indebtedness which at the time in question is owing to any person who is
       a director or officer of Borrower or who is the record and beneficial
       owner of ten percent (10%) or more of Borrower's capital stock or who is
       a member of the immediate family of any such director, officer or
       stockholder;

                                      -27-

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       Insolvency Action means either (a) a pleading of any kind filed by the
       person, corporation or entity (an "insolvent") in question to seek relief
       from the insolvent's creditors, or filed by the insolvent's creditors or
       any thereof to seek relief of any kind against that insolvent, in any
       court or other tribunal pursuant to any law (whether federal, state or
       other) relating generally to the rights of creditors or the relief of
       debtors or both, or (b) any other action of any kind commenced by an
       insolvent or the insolvent's creditors or any thereof for the purpose of
       marshalling the insolvent's assets and liabilities for the benefit of the
       insolvent's creditors; and Insolvency Action includes (without
       limitation) a petition commencing a case pursuant to any chapter of the
       federal bankruptcy code, any application for the appointment of a
       receiver, trustee, liquidator or custodian for the insolvent or any
       substantial part of the insolvent's assets, and any assignment by an
       insolvent for the general benefit of the insolvent's creditors;

       LIBOR Pre-Margin Rate means the rate per annum (rounded upwards, if
       necessary, to the next higher 1/16 of 1%), as determined by Bank which
       equals the average rate per annum at which deposits in United States
       dollars are offered for deposits of the maturity and amount in question,
       at 11:00 A.M. London time (or as soon thereafter as practicable) two
       Banking Days prior to the first day of the Contract Period in question,
       to Bank by prime banking institutions in any Eurodollar market reasonably
       selected by Bank;

       LIBOR Loan means a Subject Loan having a Contract Period described in
       clause (b) of subsection 2B.07 and bearing interest in accordance with
       clause (b) of subsection 2B.11;

       Material means Material as determined by Bank in the reasonable exercise
       of its discretion;

       Most Recent 4A.04 Financial Statements means Borrower's most recent
       financial statements that are referred to in subsection 4A 04;

       Net Income means Net Income as determined in accordance with GAAP, after
       taxes and after extraordinary items, but without giving effect to any
       gain resulting from any reappraisal or write-up of any asset;

       Net Worth means the excess (as determined on a consolidated basis and in
       accordance with GAAP) of the net book value (after deducting all
       applicable valuation reserves and without consideration to any
       reappraisal or write-up of assets) of the tangible assets (i.e., all
       assets other than intangibles such as patents, costs of businesses over
       net assets acquired, good will and treasury stock) of the corporation or
       corporations in question over their Total Liabilities;

       Pension Plan means a defined benefit plan (as defined in section 3(35) of
       ERISA) of the Companies or any thereof and includes, without limitation,
       any such plan that is a multi-employer plan (as defined in section 3(37)
       of ERISA) applicable to any of the Companies' employees;

                                      -28-

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       Prime Rate means the fluctuating rate of interest which is publicly
       announced from time to time by Bank at its principal place of business as
       being its "prime rate" or "base rate" thereafter in effect, with each
       change in the Prime Rate automatically, immediately and without notice
       changing the fluctuating interest rate thereafter applicable hereunder,
       it being agreed that the Prime Rate is not necessarily the lowest rate of
       interest then available from Bank on fluctuating rate loans;

       Receivable means a claim for money due or to become due, whether
       classified as an account, instrument, chattel paper, general intangible,
       incorporeal hereditament or otherwise, and any proceeds of the foregoing;

       Reference Rate means, on any given date, either the Prime Rate in effect
       for that day or a rate equal to one percent (1%) per annum plus the
       Federal Funds Rate in effect for that day, whichever rate shall be the
       higher for that day;

       Related Writing means any note, mortgage, security agreement, other lien
       instrument, financial statement, audit report, notice, legal opinion,
       Credit Request, officer's certificate or other writing of any kind which
       is delivered to the Bank and which is relevant in any manner to this
       Agreement or any Related Writing and includes, without limitation, the
       Subject Notes and the other writings referred to in sections 3A and 4A;

       Reportable Event has the meaning ascribed thereto by ERISA;

       RR Loan means a Subject Loan maturing in the manner described in the
       first sentence of subsection 2B.08 and bearing interest in accordance
       with subsection 2B. 10.1;

       Subject Commitment means Bank's commitment to extend credit to Borrower
       pursuant to sections 2A and 2B of this Agreement and upon the terms,
       subject to the conditions of this Agreement and in accordance with the
       other provisions of this Agreement;

       Subject Indebtedness means, collectively, the principal of and interest
       on the Subject Loans and all fees and other liabilities, if any, incurred
       by Borrower to Bank pursuant to this Agreement or any Related Writing;

       Subject Loan means a loan obtained by Borrower pursuant to this
       Agreement;

       Subject Note means a note executed and delivered by Borrower and being in
       the form and substance of Exhibit B with the blanks appropriately filled;

       Subordinated, as applied to any liability of Borrower, means a liability
       which at the time in question is subordinated (by written instrument in
       form and substance satisfactory to Bank) in favor of the prior payment in
       full of Borrower's Debt to Bank;

                                      -29-

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<PAGE>




       Subsidiary means a corporation or other business entity if shares
       constituting a majority of its outstanding capital stock (or other form
       of ownership) or constituting a majority of the voting power in any
       election of directors (or shares constituting both majorities) are (or
       upon the exercise of any outstanding warrants, options or other rights
       would be) owned directly or indirectly at the time in question by the
       corporation in question or another Subsidiary of that corporation or any
       combination of the foregoing;

       Supplemental Schedule means the schedule incorporated into this Agreement
       as Exhibit A;

       Total Liabilities means the aggregate (without duplication) of all
       liabilities of the corporation or corporations in question and includes,
       without limitation, (a) any indebtedness which is secured by any
       mortgage, security interest or other lien on any of their property even
       if the full faith and credit of none of them is pledged to the payment
       thereof, (b) any indebtedness for borrowed money or Funded Indebtedness
       of any kind if any such corporation or corporations is a Guarantor
       thereof and (c) any Subordinated indebtedness; PROVIDED, that there shall
       be excluded any liability under a reimbursement agreement relating to a
       letter of credit issued to finance the importation or exportation of
       goods;

       Wholly-Owned, as applied to a Subsidiary, means that all of the
       outstanding shares of stock and all of the outstanding warrants, options
       and other rights to purchase stock, other than directors' qualifying
       shares, are held of record and beneficially owned by Borrower;

       the foregoing definitions shall be applicable to the respective plurals
       of the foregoing defined terms.

<TABLE>
<S>                                              <C>
 Address:                                        PARAVANT COMPUTER SYSTEMS, INC.
 1615 West Nasa Boulevard Suite A
 Melbourne, Florida 32901-2613                   By: /s/ Richard P. McNeight
 Telecopy: 407/725-0496                          Title: President and COO

 Address:                                        NATIONAL CITY BANK
 6 North Main Street
 Dayton, Ohio 45412
 Telecopy:                                       By: /s/ Hunter D. Parker
                                                 Title: Vice President
</TABLE>




                                      -30-




<PAGE>