EXHIBIT 10.24


                                CREDIT AGREEMENT


THIS CREDIT AGREEMENT, dated as of ________ ___, 1996, is between HI-RISE
RECYCLING SYSTEMS, INC., a Florida corporation (herein, together with its
successors and assigns, called the "Borrower"), and OCEAN BANK (herein, together
with its successors and assigns, called the "Lender").

                              W I T N E S S E T H:

    WHEREAS, the Borrower has requested from the Bank a commitment to extend a
line of credit in the amount of TWO MILLION DOLLARS ($2,000,000.00) for the
financing of lease contracts receivables;

    WHEREAS, the Lender is willing, on the terms and subject to the conditions
hereinafter set forth, to provide such commitment and to make advances under the
line of credit;

    NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

    1.1 DEFINED TERMS. The following terms when used in this Agreement shall
have the following meanings:

    "ACCOUNT" means any account (as that term is defined in Section 9-106 of the
Uniform Commercial Code as in effect, from time to time, in the State of
Florida).

    "ADVANCE(S)" means any funds which Lender makes available to Borrower at
Borrower's request under the Facilities.

    "ADVANCE RATE" means the base rate of interest as announced from time to
time by Citibank N.A., New York, New York, plus 2%, adjusted daily.

    "ADVANCE REQUEST FORM" means the Advance Request Form of the Lender as
included in EXHIBIT A.

    "AFFILIATE" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power

    (a) to vote 10% or more of the securities (on a fully diluted basis) having
   ordinary voting power for the election of directors or managing general
   partners; or

    (b) to direct or cause the direction of the management and policies of such
   Person whether by contract or otherwise.

    "AGREEMENT" means, on any date, this Credit Agreement as originally in
effect on the Effective Date and as thereafter from time to time amended,
supplemented, amended and restated, or otherwise modified and in effect on such
date.

    "AUTHORIZED OFFICER" means, relative to the Borrower, those of its officers
whose signatures and incumbency shall have been certified to the Lender pursuant
to SECTION 4.1.1.

    "BORROWER" is defined in the PREAMBLE.

    "BORROWING BASE" means, on any Borrowing Base Calculation Date, an amount
equal to 75% percent of all Eligible Receivables.

    "BORROWING BASE CALCULATION DATE" means the day that a Borrowing Base
Certificate is submitted to the Lender.

    "BORROWING BASE CERTIFICATE" means a certificate duly executed by the chief
accounting or financial Authorized Officer of the Borrower, substantially in the
form of EXHIBIT B attached hereto, with such changes as the Lender may from time
to time reasonably request for purposes of monitoring the Borrowing Base.

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    "BUSINESS DAY" means any day which is neither a Saturday or Sunday nor a
legal holiday on which banks are authorized or required to be closed in Miami,
Florida.

    "CASH COLLATERAL ACCOUNT" means a separate non-interest bearing account,
identified as Cash Collateral Account #100768642-13, established by Borrower at
Lender pursuant to the Lockbox Agreement.

    "CHANGE IN CONTROL" means the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934) of 50% or more of the outstanding shares of voting stock of the
Borrower.

    "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

    "COLLATERAL" means all property and/or rights on or in which a Lien is
granted to the Lender (or to any agent, trustee, or other Person acting on the
Lender's behalf) pursuant to this Agreement, any of the Collateral Documents, or
any other Instruments provided for herein or therein or delivered or to be
delivered hereunder or thereunder or in connection herewith or therewith, as any
of the foregoing may be amended, supplemented, amended and restated, or
otherwise modified from time to time in accordance with the provisions hereof or
thereof.

    "COLLATERAL DOCUMENTS" means, collectively, the Security Agreement and each
other Instrument or document pursuant to which a Lien is granted to the Lender
(or perfected in favor of the Lender) (or to or in favor of any agent, trustee,
or other Person acting on the Lender's behalf) as security for any of the
Obligations, as any and all of the foregoing may be amended, supplemented,
amended and restated, or otherwise modified from time to time in accordance with
the provisions hereof or thereof.

    "COMMITMENT" means the Lender's obligation to make Advances pursuant to
SECTION 2.1.

    "COMMITMENT AMOUNT" means, on any date, TWO MILLION DOLLARS ($2,000,000.00).

    "COMMITMENT EXPIRATION DATE" means the date which Lender notifies the
Borrower that payment in full of the Obligations is due.

  "COMMITMENT TERMINATION DATE" means the earliest of

     (a) the Commitment Expiration Date; or

     (b) the occurrence and continuance of any Event of Default.

    "DEFAULT" means any Event of Default or any condition, occurrence or event
which, after notice or lapse of time or both, would constitute an Event of
Default.

    "DISCLOSURE SCHEDULE" means the Disclosure Schedule delivered to the Lender
by the Borrower on the date hereof.

    "DOLLAR" and the sign "$" mean lawful money of the United States.

    "ELIGIBLE INVENTORY" means all inventory located at ____________________ in
which no security interest or lien exist.

    "ELIGIBLE RECEIVABLES" is defined in SECTION 2.3.

    "ENVIRONMENTAL LAWS" means all applicable Federal, state or local statutes,
laws, ordinances, codes, rules, regulations and guidelines (including consent
decrees and administrative orders) relating to protection of the environment or
human health or imposing liability or standards of conduct concerning any
Hazardous Material, as any of the foregoing may be amended or supplemented from
time to time.

    "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections.

    "EVENT OF DEFAULT" is defined in SECTION 8.1.

    "GAAP" is defined in SECTION 1.4.

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    "HAZARDOUS MATERIAL" means

     (a) any "hazardous substance", as defined by the Comprehensive
   Environmental Response, Compensation and Liability Act of 1980, as amended;

     (b) any "hazardous waste", as defined by the Resource Conservation and
   Recovery Act, as amended;

     (c) any petroleum product; or

     (d) any pollutant or contaminant or hazardous, dangerous or toxic chemical,
   material or substance within the meaning of any other applicable federal,
   state or local law, regulation, ordinance or requirement (including consent
   decrees and administrative orders) relating to or imposing liability or
   standards of conduct concerning any hazardous, toxic or dangerous waste,
   substance or material, all as amended or hereafter amended.

    "INDEBTEDNESS" of any Person means, without duplication:

     (a) all obligations of such Person for borrowed money and all obligations
   of such Person evidenced by bonds, debentures, notes or other similar
   instruments;

     (b) all obligations, contingent or otherwise, relative to the face amount
   of all letters of credit, whether or not drawn, and banker's acceptances
   issued for the account of such Person;

     (c) all obligations of such Person as lessee under leases which have been
   or should be, in accordance with GAAP, recorded as capitalized lease
   liabilities;

     (d) all other items which, in accordance with GAAP, would be included as
   liabilities on the liability side of the balance sheet of such Person as of
   the date at which Indebtedness is to be determined;

     (e) whether or not so included as liabilities in accordance with GAAP, all
   obligations of such Person to pay the deferred purchase price of property or
   services, and indebtedness (excluding prepaid interest thereon) secured by a
   Lien on property owned or being purchased by such Person (including
   indebtedness arising under conditional sales or other title retention
   agreements), whether or not such indebtedness shall have been assumed by such
   Person or is limited in recourse;

     (f) all contingent liabilities of such Person in respect of any of the
   foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer.

    "INDEMNIFIED LIABILITIES" is defined in SECTION 9.4.

    "INDEMNIFIED PARTIES" is defined in SECTION 9.4.

    "INSTRUMENT" means any contract, agreement, indenture, mortgage, document or
writing (whether by formal agreement, letter, or otherwise) under which any
obligation is evidenced, assumed or undertaken, or any Lien (or right or
interest therein) is granted or perfected.

    "LENDER" is defined in the preamble.

    "LIEN" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property to secure payment of a debt or
performance of an obligation or other priority or preferential arrangement of
any kind or nature whatsoever.

    "LOAN DOCUMENT" means this Agreement, the Note, each Collateral Document,
and each other agreement, document or Instrument executed and delivered in
connection with this Agreement, as any and all of the foregoing may be amended,
supplemented, amended and restated, or otherwise modified from time to time in
accordance with the provisions hereof and thereof.

    "LOCKBOX AGREEMENT" means the Lockbox Agreement by and between the parties,
executed and delivered pursuant to SECTION 4.1.1, substantially in the form of

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EXHIBIT C hereto, as amended, supplemented, amended and restated or otherwise
modified from time to time.

    "NOTE" means the Variable Rate Commercial Promissory Note of the Borrower
payable to the Lender, in the form of EXHIBIT D hereto (as such promissory note
may be amended, supplemented, endorsed or otherwise modified from time to time),
evidencing the Line of Credit, and also means all other promissory notes
accepted from time to time in substitution there for or renewal thereof.

    "OBLIGATIONS" means all obligations (monetary or otherwise) of the Borrower,
however created, arising, or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or to become due, which arise out
of or in connection with this Agreement, the Note or any other Loan Document.

    "ORGANIC DOCUMENT" means, relative to the Borrower, its certificate of
incorporation, its by-laws and all shareholder agreements, voting trusts and
similar arrangements applicable to any of its authorized shares of capital
stock.

    "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

    "PENSION PLAN" means a "pension plan", as such term is defined in 3(2) of
ERISA, which is subject to Title IV of ERISA (other than a multi employer plan
as defined in 4001(a)(3) of ERISA), and to which the Borrower or any
corporation, trade or business that is, along with the Borrower, a member of a
controlled group, may have liability, including any liability by reason of
having been a substantial employer within the meaning of 4063 of ERISA at any
time during the preceding five years, or by reason of being deemed to be a
contributing sponsor under 4069 of ERISA.

    "PERSON" means any natural person, corporation, firm, association,
government, governmental agency or any other entity, whether acting in an
individual, fiduciary or other capacity.

    "PLAN" means any Pension Plan or Welfare Plan.

    "SECURITY AGREEMENT" means the Commercial Security Agreement by and between
the parties, executed and delivered pursuant to SECTION 4.1.1, substantially in
the form of EXHIBIT E hereto, as amended, supplemented, amended and restated or
otherwise modified from time to time.

    "TANGIBLE NET WORTH" means the consolidated net worth of the Borrower and
its Subsidiaries after subtracting therefrom the aggregate amount of any
intangible assets of the Borrower and its Subsidiaries, including capitalized
software development costs, goodwill, franchises, licenses, patents, trademarks,
trade names, copyrights, service marks and brand names.

    "UNITED STATES" or "U.S." means the United States of America.

    "WELFARE PLAN" means a "welfare plan", as such term is defined in 3(1) of
ERISA.

    1.2 USE OF DEFINED TERMS. Unless otherwise defined or the context otherwise
requires, terms for which meanings are provided in this Agreement shall have
such meanings when used in the Disclosure Schedule, the Note and each Loan
Document, notice and other communication delivered from time to time in
connection with this Agreement or any other Loan Document.

    1.3 CROSS-REFERENCES. Unless otherwise specified, references in this
Agreement and in each other Loan Document to any Article are references to such
Article of this Agreement or such other Loan Document, as the case may be.

    1.4 ACCOUNTING AND FINANCIAL DETERMINATIONS. Unless otherwise specified, all
accounting terms used herein or in any other Loan Document shall be interpreted,
all accounting determinations and computations hereunder or thereunder shall be
made, and all financial statements required to be delivered hereunder or
thereunder shall be prepared in accordance with, those generally accepted
accounting principles ("GAAP") applied in the preparation of the financial
statements referred to in SECTION 5.5.


                                   ARTICLE II
                        ADVANCES UNDER THE LINE OF CREDIT

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    2.1 COMMITMENT. On the terms and subject to the conditions of this
Agreement, the Lender hereby agrees to make available Advances from time to time
before the Commitment Termination Date in such face amounts as the borrower may
from time to time request; PROVIDED, HOWEVER, that no Advance shall be given if,
after giving effect to such advance, the aggregate face value of all Advances
outstanding hereunder would exceed the lesser of: (i) TWO MILLION DOLLARS
($2,000,000.00) or (ii) the Borrowing Base.

    2.2 ADVANCE REQUESTS. Provided that all conditions precedent to an Advance
have been satisfied by Borrower, Lender, subject to the terms hereof, shall make
Advances from time to time to Borrower's account within two (2) Business Days
after delivery to Lender by Borrower of a duly executed Advance Request Form
satisfactory in form and substance to Lender. Each Advance Request shall be
accompanied by the delivery to Lender of all documents reasonably requested by
Lender, including, without limitation, a duly executed Borrowing Base
Certificate. The Borrowing Base Certificate shall stipulate the total amount of
Eligible Receivables and Eligible Inventory.

    2.3 ELIGIBLE RECEIVABLES. Eligible Receivables, as of the Borrowing Base
Calculation Date, shall include all accounts now owned or hereafter created by
Borrower, including all accounts receivable, contract rights and general
intangibles relating to such accounts received, resulting from the lease of
recycling systems equipment to lessee within the United States or where the
Products are delivered in the United States and all the proceeds thereof, BUT
EXCLUDING: (a) any Account which is more than sixty (60) calendar days past the
original due date; (b) any Account due by a Lessee for whom ten percent (10%) or
more of the outstanding receivable from the Borrower to said Lessee are sixty
days or more past due; (c) any intercompany Account of the Borrower arising from
a sale to an Affiliate or subsidiary; (d) those Accounts derived from finance
charges and/or any other charge in excess of the cost fo the recycling system
equipments; and/or (e) any Account in which another person has a security
interest or Lien;

    2.4 COLLATERAL FOR ADVANCES.

     2.4.1 DEPOSIT. The parties have executed a Lockbox Agreement that
authorizes the Lender to establish a Cash Collateral Account into which all
funds received from buyers corresponding to payment of Borrower's account
receivables shall be credited. As security for the payment of all obligations,
the Borrower hereby grants, conveys, assigns, pledges, sets over, and transfers
to the Lender, and creates in the Lender's favor a lien on nd security interest
in, all money, instruments, and securities at any time held in or acquired in
connection with the Cash Collateral Account, together with all proceeds thereof.
The Borrower shall have no right to withdraw or to cause the Lender to withdraw
any funds deposited in the Cash Collateral Account. At any time and from time to
time, upon the Lender's request, the Borrower promptly shall execute and deliver
any and all such further instruments and documents (including, without
limitation, financing statements and bond powers executed in blank) as may be
necessary, appropriate, or desirable in the Lender's judgment to obtain the full
benefits (including, without limitation, perfection and priority) of the
security interest created or intended to be created by this SECTION 2.4.1 and of
the rights and powers herein granted. The Borrower shall not create or suffer to
exist any Lien on any amounts or investments held in the Cash Collateral Account
other than the Lien granted under this SECTION 2.4.1.

     2.4.2 APPLICATION OF FUNDS. The Lender shall apply funds in the Cash
Collateral Account in the following manner:

     (i) on each Business Day that funds are deposited in the Cash Collateral
  Account, Lender shall at the close of the Business Day, transfer all monies
  above $1,000.00 to the Loan Account and reduce the aggregate value of Advances
  outstanding by the same amount; and

     (ii) on the Commitment Termination Date, Lender shall apply all monies in
  the Cash Collateral Account to the outstanding Obligations in such order as
  the Lender may elect.

    Except in the case described in CLAUSE (II) above, the Lender shall release
all funds remaining in the Collateral Account to the Borrower within five
Business Days after the latter of (a) the Commitment Termination Date, and (b)
the Borrower shall have paid in full all Obligations. If the Lender resigns, the
outgoing Lender and the new Lender shall effect a transfer to the new Lender of
all of the outgoing Lender's right, title, and interest in and to the Collateral
Account concurrently with the effectiveness of such resignation.

     2.4.3 FEES. The Borrower shall pay to the Lender fees customarily charged
by the Lender with respect to the maintenance of accounts similar to the Cash
Collateral Account.

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                                   ARTICLE III
                                INTEREST AND FEES

    3.1 COMMITMENT FEE. In consideration of this Agreement and the Commitment,
the Borrower agrees to pay to the Lender on the date of this Agreement a
commitment fee in the amount of $10,000.00.

    3.2 INTEREST. Interest shall accrue on the aggregate face value of the
Advances at the Advance Rate. Each change in the prime rate shall be effective
as of the opening of business on the effective date of such change in the prime
rate. Interest on Advances shall be payable on the first Business Day of each
month, commencing on the first date after the date of the initial Advance. On
the first Business Day of each month, Borrower's operating account
#_____________ will be debited for the total accrued interest during the
preceding month less any prepayments of interest which may have been made.

    3.3 PENALTY INTEREST. Interest on any Advance, or portion thereof, that
remains outstanding after the Commitment Termination Date, shall accrue at the
maximum rate permitted by law.

                                   ARTICLE IV
                         CONDITIONS TO CREDIT EXTENSIONS

    4.1 CONDITIONS PRECEDENT

     4.1.1 CONDITIONS TO CLOSING. As a condition to Lender executing this
Agreement, Borrower shall deliver to Lender, in form and substance satisfactory
to Lender:

          (a) A duly executed Note.

          (b) A duly executed Security Agreement

          (c) The Lender and the Borrower shall have entered into and delivered
     the Lockbox Agreement in the form attached hereto as EXHIBIT F.

          (d) Borrower will have established a Cash Collateral Account with
     Lender as stipulated for in Section 2.4 of this Agreement.

          (e) A favorable opinion of counsel to Borrower.

          (f) Evidence satisfactory to Lender that Borrower is organized and in
     good standing in the State of Florida and is qualified as a foreign
     corporation and in good standing all jurisdictions in which it transacts
     business.

          (g) Copies of Borrower's Articles of Incorporation, certified as of a
     recent date by the Secretary of State of Florida, and copies of Borrower's
     by-laws, certified by the Secretary or Assistant Secretary of Borrower that
     such by-laws are true and correct as of the date of the execution of this
     Agreement by Lender.

          (h) Certificates of the Secretary or an Assistant Secretary of
     Borrower, dated as of the date of the initial Advance, as to incumbency and
     signatures of the officers of Borrower executing this Agreement, any of the
     other Loan Documents and any other certificates or other document to be
     delivered pursuant hereto or thereto, together with evidence of the
     incumbency of such Secretary or Assistant Secretary.

     4.1.2 CONDITIONS TO INITIAL ADVANCE. Notwithstanding any other provision of
this Agreement and without affecting in any manner the rights of Lender
hereunder, Borrower shall have no rights under this Agreement (but shall have
all applicable obligations hereunder), and Lender shall not be obligated to make
an initial Advance hereunder, unless and until Borrower shall have delivered to
Lender, in form and substance satisfactory to Lender:

          (a) Resolutions of Borrower's board of directors, certified by the
     Secretary or Assistant Secretary of Borrower, duly adopted and in full
     force

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     and effect on the date of the initial Advance, authorizing (i) the
     execution, delivery and performance of this Agreement and all other Loan
     Documents, (ii) the Advances hereunder and the performance by Borrower of
     all actions contemplated by this Agreement and the other Loan Documents,
     (iii) the granting of the Liens provided for in this Agreement, (iv)
     specific officers to execute and deliver this Agreement, the other Loan
     Documents and all other related documents and instruments.

          (b) Acknowledgment copies of properly filed Uniform Commercial Code
     financing statements (Form UCC-l), dated a date reasonably near to the date
     of the Note, or such other evidence of filing as may be acceptable to the
     Lender, naming the Borrower as the debtor and the Lender as the secured
     party, or other similar instruments or documents, filed under the Uniform
     Commercial Code of all jurisdictions as may be necessary or, in the opinion
     of the Lender, desirable to perfect the security interest of the Lender
     pursuant to the Security Agreement.

          (c) Executed copies of proper Uniform Commercial Code Form UCC-3
     termination statements, if any, necessary to release all Liens and other
     rights of any Person in any of the Products previously granted by any
     Person.

          (d) Certified copies of Uniform Commercial Code Requests for
     Information or Copies (Form UCC-11), or a similar search report certified
     by a party acceptable to the Lender, dated a date reasonably near to the
     date of the Note, listing all effective financing statements which name the
     Borrower (under its present name and any previous names) as the debtor and
     which are filed in the jurisdictions in which filings were made pursuant to
     CLAUSE (B) above, together with copies of such financing statements.

          (e) Certificates of the chief financial officer of Borrower stating
     that no material adverse change has occurred prior to the date of the
     initial Advance in the business, assets, operations, prospects, or
     financial or other condition of Borrower since DECEMBER 31ST, 1995.

          (f) Evidence that the insurance policies provided for in Section 6.1.4
     have been obtained and are in full force and effect, certified by the
     Secretary or Assistant Secretary of Borrower.

          (g) Such additional information and materials as Lender may reasonably
     request, including, without limitation copies of any debt agreements,
     security agreements and other material contracts.

          (h) Copy of the letter from Borrower to its accountants referred to in
     Section 6.1.5 hereof.

     4.1.3 CONDITIONS TO EACH ADVANCE. It shall be a further condition to the
initial Advance and each subsequent Advance that all of the following statements
shall be true on the date of each such Advance:

          (a) All of the representations and warranties of Borrower contained
     herein or in any of the Loan Documents shall be true and correct on and as
     of the date of such Advance as though made on and as of such date, except
     to the extent that any such representations of warranty expressly relates
     to an earlier date and for changes therein permitted or contemplated by
     this Agreement or the other Loan Documents.

          (b) No event shall have occurred and be continuing, or would result
     from such Advance, which constitutes an Event of Default or would
     constitute an Event of Default but for the requirement that notice be given
     or time elapse or both.

          (c) No Liens shall have been filed or recorded against any of the
     Collateral, other than the Liens arising hereunder.

          (d) No order, judgment or decree of any court, arbitration or
     governmental authority shall purport to enjoin or restrain Lender from
     making any further Advances to Borrower.

          (e) The Borrower shall provide the Bank with all the original
     documentation concerning the leases financed by the Bank. Such
     documentation shall be kept in the Bank's vault throughout the term of the
     lease contract and shall be returned to the Borrower upon the full payment
     of each individual lease and/or the Note. These items shall include, but
     not be limited to the following: (1) An invoice executed by the lessee of
     the equipment and the Borrower; (2) A statement executed by each lessee of
     equipment stating that the equipment has been received and installed with
     the lessee to the lessee's satisfaction; (3) Certificate of insurance on
     each leased equipment naming the Borrower as loss/payee and as additional
     insured; (4) Borrower must deliver to the Bank the original executed lease
     agreement in connection with each equipment lease.

    The acceptance by Borrower of the proceeds of each Advance shall be deemed
to constitute a representation and warranty by Borrower that the conditions in
this Section 4.1.3 have been satisfied.

    4.2 LENDER APPOINTED ATTORNEY-IN-FACT.
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           (a) Borrower hereby irrevocably constitutes and appoints Lender and
     any officer or agent thereof, with full power of substitution, as its true
     and lawful attorney-in-fact with full irrevocable power and authority in
     the place and stead of Borrower and in the name of Borrower or in its own
     name, from time to time in Lender's discretion, for the purpose of carrying
     out the terms of this Agreement, to take any and all appropriate action and
     to execute and deliver any and all documents and instruments which may be
     necessary or desirable to accomplish the purposes of this Agreement and,
     without limiting the generality of the foregoing, hereby gives Lender the
     power and right, on behalf of Borrower, without notice to or assent by
     Borrower to do the following:

               (i) to ask, demand, collect, receive and give acquittances and
               receipts for any and all moneys due and to become due under any
               Collateral and, in the name of Borrower or its own name or
               otherwise, to take possession of, and endorse and collect, any
               checks, drafts, notes, acceptances or other Instruments for the
               payment of moneys due under any Collateral and to file any claim
               or to take any other action or proceeding in any court of law or
               entity or otherwise deemed appropriate by Lender for the purpose
               of collecting any and all such moneys due under any Collateral
               whenever payable and to file any claim or to take any other
               action or proceeding in any court of law or equity or otherwise
               deemed appropriate by Lender for the purpose of collecting any
               and all such moneys due under any Collateral whenever payable;

               (ii) to pay or discharge taxes or Liens levied or placed on or
               threatened against the Collateral, to effect any repairs or any
               insurance called for by the terms of this Agreement and to pay
               all or any part of the premiums therefor and the costs thereof;
               and

               (iii)(A) to direct any party liable for any payment under any of
               the Collateral to make payment of any and all moneys due, and to
               become due thereunder, directly to Lender or as Lender shall
               direct; (B) to receive payment of and receipt for any and all
               moneys, claims and other amounts due, and to become due at any
               time, in respect of, or arising out of, any Collateral; (C) to
               sign and indorse any invoices, freight or express bills, bills of
               lading, storage or warehouse receipts, drafts against debtors,
               assignments, verifications and notices in connection with
               receivables constituting or relating to the Collateral; (D) to
               commence and prosecute any suits, actions or proceedings at law
               or in equity in any court of competent jurisdiction to collect
               the Collateral or any part thereof and to enforce any other right
               in respect of any Collateral; (E) to defend any suit, action or
               proceeding brought against Borrower with respect to any
               Collateral; (F) to settle, compromise or adjust any suit, action
               or proceeding described above and, in connection therewith, to
               give such discharges or releases as Lender may deem appropriate;
               and (G) generally to sell, transfer, pledge, make any agreement
               with respect to or otherwise deal with any of the Collateral as
               fully and completely as though Lender were the absolute owner
               thereof for all purposes, and to do, at Lender's option and
               Borrower's expense, at any time, or from time to time, all acts
               and things which Lender reasonably deems necessary to protect,
               preserve or realize upon the Collateral and Lender's Lien
               therein, in order to effect the intent of this Agreement, all as
               fully and effectively as Borrower might do.

           (b) Lender agrees that, except upon the occurrence and during the
     continuation of an Event of Default, it will forebear from exercising the
     power of attorney or any rights granted to Lender pursuant to this Section
     4.2. Borrower hereby ratifies, to the extent permitted by law, all that
     said attorneys shall lawfully do or cause to be done by virtue hereof. The
     power of attorney granted pursuant to this Section 4.2 is a power coupled
     with an interest and shall be irrevocable until the Obligations are
     indefeasibly paid in full. Nothing set forth in this subparagraph (b) shall
     limit the rights of Lender granted in Section 8.2 or 8.3 hereof.

            (c) The powers conferred on Lender hereunder are solely to protect
     Lender's interests in the Collateral and shall not impose any duty upon it
     to exercise any such powers. Lender shall be accountable only for amounts
     that it actually receives as a result of the exercise of such powers and
     neither it nor any of its officers, directors, employees or agents shall be
     responsible to

                                       8
<PAGE>

     Borrower for any act or failure to act, except for its or their own gross
     negligence or willful misconduct.

            (d) Borrower also authorizes Lender, at any time and from time to
     time (i) to communicate in its own name with any party to any Contract with
     regard to the assignment of the right, title and interest of Borrower in
     and under the Contracts hereunder and other matters relating thereto and
     (ii) to execute, in connection with the sale provided for in Section ____
     hereof, any endorsements, assignments or other instruments of conveyance or
     transfer with respect to the Collateral


                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

     In order to induce the Lender to enter into this Agreement and to make
Advances hereunder, the Borrower represents and warrants unto the Lender as set
forth in this ARTICLE V.

     5.1 ORGANIZATION, ETC. The Borrower is a corporation validly organized and
existing and in good standing under the laws of Florida, is duly qualified to do
business and is in good standing as a foreign corporation in each jurisdiction
where the nature of its business requires such qualification, and has full power
and authority and holds all requisite governmental licenses, permits and other
approvals to enter into and perform its Obligations under each Loan Document to
which it is a party, to grant Liens under the respective Collateral Documents to
which it is a party, to obtain loans and to own and hold under lease its
property and to conduct its business substantially as currently conducted by it.

     5.2 DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The execution, delivery and
performance by the Borrower of each Loan Document executed or to be executed by
it, are within the Borrower's corporate powers, have been duly authorized by all
necessary corporate action, and do not

       (a) contravene the Borrower's Organic Documents;

       (b) contravene any contractual restriction, law or governmental
     regulation or court decree or order binding on or affecting the Borrower;
     or

       (c) result in, or require the creation or imposition of, any Lien on any
     of the Borrower's properties other than Liens granted to secure
     obligations.

     5.3 GOVERNMENT APPROVAL, REGULATION, ETC. No authorization or approval or
other action by, and no notice to or filing with, any governmental authority or
regulatory body or other Person is required for the due execution, delivery or
performance by the Borrower of any Loan Document to which it is a party. The
Borrower is not an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

     5.4 VALIDITY, ETC. This Agreement constitutes, and each other Loan Document
executed by the Borrower will, on the due execution and delivery thereof,
constitute, the legal, valid and binding obligation of the Borrower enforceable
in accordance with its respective terms.

     5.5 FINANCIAL INFORMATION. The balance sheets of the Borrower as at
DECEMBER 31ST, 1995, and the related statements of earnings and cash flow of the
Borrower for the periods then ended, copies of which have been furnished to the
Lender, have been prepared in accordance with GAAP consistently applied, and
present fairly the consolidated financial condition of the corporations covered
thereby as at the dates thereof and the results of their operations for the
periods then ended.

     5.6 INDEBTEDNESS. Except as disclosed on the DECEMBER 31ST, 1995 balance
sheet and in Item 6.2.2, the Borrower has no Indebtedness of any nature, in
excess of $100,000 in the aggregate.

     5.7 NO MATERIAL ADVERSE CHANGE. Since the date of the financial statements
described in SECTION 5.5, there has been no material adverse change in the
financial condition, operations, assets, business, properties or prospects of
the Borrower.

     5.8 LITIGATION, CONTINGENT LIABILITIES, AND LABOR CONTROVERSIES.

                                       9

<PAGE>

     (a) No litigation (including, without limitation, derivative actions),
  arbitration proceedings or governmental proceedings or investigations are
  pending or threatened against the Borrower in which any injunctive relief is
  sought or in which money damages in excess of $25,000 are sought except as set
  forth (including estimates of the dollar amounts involved) in Item 5.8
  ("Litigation") of the Disclosure Schedule, and there are no inquiries, whether
  formal or informal, from any governmental agency or authority or otherwise,
  which might give rise to such actions, proceedings or investigations.

     (b) The Borrower has not failed to obtain any licenses, permits, franchises
  or other governmental authorizations necessary to the ownership of its
  respective properties or to the conduct of its respective business, which
  violation or failure to obtain might materially or adversely affect the
  Borrower's business, credit, operations, financial condition or prospects.

     (c) There are no labor controversies pending or threatened against the
  Borrower which, if adversely determined, would materially and adversely affect
  the Borrower's business, credit, operations, financial condition or prospects.

     (d) Other than any liability incident to any litigation or proceedings
  described in this SECTION 5.8, the Borrower does not have any material
  contingent liabilities not provided for or disclosed in the financial
  statements referred to in SECTION 5.5.

     5.9 SUBSIDIARIES. Except as disclosed in Item 5.9, the Borrower has no
subsidiaries.

     5.10 OWNERSHIP OF PROPERTIES.

     (a) The Borrower has a valid leasehold interest in all property leased by
   it, and has good and marketable title to all of its other properties and
   assets, real and personal, tangible and intangible, of any nature whatsoever
   (which, with respect to licenses, means that the Borrower is the lawful owner
   of its rights under such licenses), free and clear of all Liens, charges or
   claims (including infringement claims with respect to patents, trademarks,
   copyrights and the like) except as permitted pursuant to SECTION 6.2.3.

     (b) The Borrower does not own any fee interests in real property.

     5.11 TAXES. The Borrower has filed all tax returns and reports required by
law to have been filed by it and has paid all taxes and governmental charges
thereby shown to be owing, except any such taxes or charges which are being
diligently contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its
respective books.

     5.12 PENSION AND WELFARE PLANS. Prior to the date of the execution and
delivery of this Agreement, no steps have been taken to terminate any Pension
Plan, and no contribution failure has occurred with respect to any Pension Plan
sufficient to give rise to a Lien under 302(f) of ERISA. No condition exists or
event or transaction has occurred with respect to any Pension Plan which might
result in the incurrence by the Borrower or any member of the Controlled Group
of any material liability, fine or penalty. Except as disclosed in ITEM 5.12
("Employee Benefit Plans") of the Disclosure Schedule, neither the Borrower nor
any member of the controlled group has any contingent liability with respect to
any post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

     5.13 ENVIRONMENTAL WARRANTIES. Except as set forth in ITEM 5.13
("Environmental Matters") of the Disclosure Schedule:

     (a) all facilities and property (including underlying ground water) owned
   or leased by the Borrower have been, and continue to be, owned or leased by
   the Borrower in material compliance with all Environmental Laws;

     (b) there have been no past, and there are no pending or threatened

               (i) claims, complaints, notices or requests for information
     received by the Borrower with respect to any alleged violation of any
     Environmental Law, or

               (ii) complaints, notices or inquiries to the Borrower regarding
     potential liability under any Environmental Law;

                                       10

<PAGE>

     (c) there have been no releases of Hazardous Materials at, on or under any
   property now or previously owned or leased by the Borrower that, singly or in
   the aggregate, have, or may reasonably be expected to have, a material
   adverse effect on the financial condition, operations, assets, business,
   properties or prospects of the Borrower; and

     (d) no conditions exist at, on or under any property now or previously
   owned or leased by the Borrower which, with the passage of time, or the
   giving of notice or both, would give rise to liability under any
   Environmental Law.

   5.14 REPRESENTATIONS CONCERNING COLLATERAL.

     (a) Except for the security interest granted to Lender pursuant to this
   Agreement, Borrower is the sole owner of each item of the Collateral in which
   it purports to grant a security interest hereunder, having good and
   marketable title thereto, free and clear of any and all Liens. No material
   amounts payable under or in connection with any of its Receivables are
   evidenced by Instruments which have not been delivered to Lender.

     (b) No effective security agreement, financing statement, equivalent
   security or Lien instrument or continuation statement covering all or any
   part of the Collateral is on file or of record in any public office, except
   such as may have been filed by Borrower in favor of Lender pursuant to this
   Agreement.

     (c) Appropriate financing statements having been filed, this Agreement is
   effective to create a valid and continuing first priority Lien on and first
   priority perfected security interest in the Collateral with respect to which
   a security interest may be perfected by filing pursuant to the UCC in favor
   of Lender, prior to all other Liens and is enforceable as such as against
   creditors of, and purchasers from, Borrower (other than purchasers of
   Inventory in the ordinary course of business). All action necessary or
   desirable to protect and perfect such security interest in each item of the
   Collateral has been duly taken.

     (d) Borrower's principal place of business and the place where its records
   concerning the Collateral are kept and the location of its Eligible Inventory
   are set forth on ITEM 5.15 ("Place of Business") of the Disclosure Schedule.

     (e) Each Account reflected on any report furnished to Lender (i) is owned
   by Borrower free and clear of all Liens in favor of any Person other than
   Lender, other than Permitted Liens (ii) covers a bona fide final sale of
   merchandise usually dealt in by Borrower in the ordinary course of Borrower's
   business or the rendition of service by Borrower to customers in the ordinary
   course of Borrower's business, (iii) is for a liquidated amount maturing as
   stated in the duplicate invoice or other supporting data covering such
   transaction and (iv) is not subject to any deduction, offset, counterclaim,
   return privilege or other condition.

   5.15 REGULATIONS G, U AND X. The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock, and no
proceeds of the Advances made under the Facilities will be used for a purpose
which violates, or would be inconsistent with, Federal Reserve Board Regulation
G, U or X.

   5.16 ACCURACY OF INFORMATION. All factual information heretofore or
contemporaneously furnished by or on behalf of the Borrower in writing to the
Lender for purposes of or in connection with this Agreement or any transaction
contemplated hereby is, and all other such factual information hereafter
furnished by or on behalf of the Borrower to the Lender will be, true and
accurate in every material respect on the date as of which such information is
dated or certified and as of the date of execution and delivery of this
Agreement by the Lender, and such information is not, or shall not be, as the
case may be, incomplete by omitting to state any material fact necessary to make
such information not misleading.

   5.17 COMPLIANCE WITH APPLICABLE LAWS. The Borrower is in compliance with the
requirements of all applicable laws, rules, regulations, and orders of all
governmental authorities (Federal, state, local or foreign, and including,
without limitation, Environmental Laws), a breach of which would materially and
adversely affect the Borrower's business, credit, operations, financial
condition or prospects.

                                   ARTICLE VI
                                    COVENANTS

   6.1 AFFIRMATIVE COVENANTS. The Borrower agrees with the Lender that, until
all Obligations incurred by the Borrower in relation to the Commitment have been

                                       11

<PAGE>

finally paid and performed in full, the Borrower will perform the obligations
set forth in this SECTION 6.1.

     6.1.1 FINANCIAL INFORMATION, RESORTS, NOTICES, ETC. The Borrower will
furnish, or will cause to be furnished, to the Lender copies of the following
financial statements, reports, notices and information:

           (a) as soon as available and in any event within 120 days after the
     end of each fiscal year of the Borrower, a copy of the Borrower's financial
     statements for such fiscal year for the Borrower, including balance sheet,
     statements of earnings, cash flow and all accompanying notes for such
     fiscal year, in each case certified by independent public accountants
     acceptable to the Lender, together with a certificate from such accountants
     to the effect that, in making the examination necessary for the signing of
     such annual report by such accountants, they have not become aware of any
     Event of Default that has occurred and is continuing, or, if they have
     become aware of such Event of Default, describing such Event of Default and
     the steps, if any, being taken to cure it, together with such accountants'
     annual letters to the Borrower's management, if any, and the Borrower's
     responses thereto, if any;

           (b) as soon as filed, a copy of each federal income tax return of
     Borrower, and all schedules and forms attached thereto, and any amendments
     to previous returns;

           (c) within ten days of the end of each month, a monthly accounts
     receivable aging report and a complete inventory listing;

           (d) as soon as possible and in any event within one Business Day
     after the occurrence of each Default, a statement of the chief financial or
     chief executive Authorized Officer of the Borrower setting forth details of
     such Default and the action which the Borrower has taken and proposes to
     take with respect thereto;

           (e) as soon as possible and in any event within one Business Day
     after the commencement of any labor controversy, litigation, action or
     proceeding of the type described in SECTION 5.8, notice thereof and, if
     requested by the Lender, copies of all documentation relating thereto; and

           (f) such other information respecting the condition or operations,
     financial or otherwise, of the Borrower as the Lender may from time to time
     reasonably request.

     6.1.2 COMPLIANCE WITH LAWS, ETC. The Borrower will comply in all material
respects with all applicable laws, rules, regulations and orders, such
compliance to include (without limitation):

           (a) the maintenance and preservation of its corporate existence and
     qualification as a foreign corporation; and

           (b) the payment, before the same become delinquent, of all taxes,
     assessments and governmental charges imposed upon it or upon its property
     except to the extent being diligently contested in good faith by
     appropriate proceedings and for which adequate reserves in accordance with
     GAAP shall have been set aside on its books.

     6.1.3 MAINTENANCE OF PROPERTIES. The Borrower will maintain, preserve,
protect and keep its properties in good repair, working order and condition, and
make necessary and proper repairs, renewals and replacements so that its
business carried on in connection therewith may be properly conducted at all
times unless the Borrower determines in good faith that the continued
maintenance of any of its properties is no longer economically desirable.

     6.1.4 INSURANCE. The Borrower will maintain or cause to be maintained with
responsible insurance companies insurance, naming the Lender as loss payee, with
respect to its properties and business (including business interruption
insurance) against such casualties and contingencies and of such types and in
such amounts as is (a) required by the Collateral Documents and (b) as is
customary in the case of similar businesses and will, upon request of the
Lender, furnish to the Lender at reasonable intervals a certificate of an
Authorized Officer of the Borrower setting forth the nature and extent of all
insurance maintained by the Borrower in accordance with this SECTION 6.1.4.

     6.1.5 BOOKS AND RECORDS. The Borrower will keep books and records which
accurately reflect all of its business affairs and transactions and permit the

                                      12

<PAGE>

Lender or any of its representatives, at reasonable times and intervals, (a) to
visit all of its offices, (b) to discuss its financial matters with its officers
and independent public accountants (and the Borrower hereby authorizes such
independent public accountants to discuss the Borrower's financial matters with
the Lender or its representatives whether or not any representative of the
Borrower is present) and (c) to examine any of its books or other corporate
records.

     6.1.6 FINANCIAL COVENANTS. The Borrower shall at all times maintain levels
of consolidated Tangible Net Worth, a ratio of total consolidated Indebtedness
to consolidated Tangible Net Worth, a ratio of consolidated current assets
(excluding unbilled receivables) to consolidated current liabilities, and a
ratio of consolidated cash flow to consolidated funded debt service materially
equal to those reflected in Borrower's financial statements of DECEMBER 31ST,
1995, as provided to Lender.

     6.1.7 ENVIRONMENTAL COVENANT. The Borrower will,

           (a) use and operate all of its facilities and properties in material
     compliance with all Environmental Laws, keep all necessary permits,
     approvals, certificates, licenses and other authorizations relating to
     environmental matters in effect and remain in material compliance
     therewith, and handle all Hazardous Materials in material compliance with
     all applicable Environmental Laws;

           (b) immediately notify the Lender and provide copies upon receipt of
     all written claims, complaints, notices or inquiries relating to the
     condition of its facilities and properties or compliance with Environmental
     Laws, and shall promptly cure and have dismissed with prejudice to the
     satisfaction of the Lender any actions and proceedings relating to
     compliance with Environmental Laws; and

           (c) provide such information and certifications which the Lender may
     reasonably request from time to time to evidence compliance with this
     SECTION 6.1.7.

   6.2 NEGATIVE COVENANTS. The Borrower agrees with the Lender that all
Obligations have been paid and performed in full, the Borrower will perform the
obligations set forth in this SECTION 6.2.

     6.2.1 BUSINESS ACTIVITIES. The Borrower will not engage in any new business
activity, except those described in the Item 6.2.1 and such activities as may be
incidental or related thereto.

     6.2.2 INDEBTEDNESS. The Borrower will not create, incur, assume or suffer
to exist or otherwise become or be liable in respect of any Indebtedness,
without prior written consent of the Lender, other than, without duplication,
the following:

           (a) Indebtedness in respect of the Obligations;

           (b) Indebtedness existing as of the date of this Agreement which is
     included in the Financial Statements of DECEMBER 31ST, 1995 as provided to
     Lender or is identified it ITEM 6.2.2 ("Ongoing Indebtedness") of the
     Disclosure Schedule.

           (c) unsecured Indebtedness incurred in the ordinary course of
     business (including open accounts extended by suppliers on normal trade
     terms in connection with purchases of goods and services, but excluding
     Indebtedness incurred through the borrowing of money or Contingent
     Liabilities); and

           (d) other Indebtedness of the Borrower in an aggregate amount not to
     exceed $100,000.

     6.2.3 LIENS. The Borrower will not, without prior written consent of the
Lender, pledge or grant any security interest in any asset account, contract
rights, equipment or inventory of the Borrower to anyone except the Lender. The
Borrower will not, without prior written consent of the Lender, create, incur,
assume or suffer to exist any Lien upon any of its property, revenues or assets,
whether now owned or hereafter acquired, except:

           (a) Liens securing payment and performance of the Obligations,
     granted pursuant to any Loan Document;

                                       13

<PAGE>


           (b) Liens granted prior to the date of this Agreement to secure
     payment of Indebtedness of the type permitted and described in CLAUSE (C)
     of SECTION 6.2.2; and

           (c) Liens for taxes, assessments or other governmental charges or
     levies not at the time delinquent or thereafter payable without penalty or
     being diligently contested in good faith by appropriate proceedings and for
     which adequate reserves in accordance with GAAP shall have been set aside
     on its books.

     6.2.4 SALE OF ASSETS. Borrower shall not sell or transfer any assets except
in the ordinary course of business.

     6.2.5 CONSOLIDATION, MERGER, ETC. Borrower will not liquidate or dissolve,
consolidate with, or merge into or with, any other corporation, sell all or
substantially all of its assets, permit the transfer of any of its stock on the
books of the Borrower, or purchase or otherwise acquire all or substantially all
of the assets of any Person.

     6.2.6 SALES OF COLLATERAL. Borrower shall not sell, transfer, convey or
otherwise dispose of any Collateral except for inventory sold in the ordinary
course of Borrower's business.


                                   ARTICLE VII
                                      TERM

   7.1 SURVIVAL OF OBLIGATIONS UPON TERMINATION OF FINANCING ARRANGEMENT. No
termination or cancellation (regardless of cause or procedure) of the financing
under this Agreement shall in any way affect or impair the powers, obligations,
duties, rights and liabilities of Borrower or the rights of Lender relating to
any transaction or event occurring prior to such termination. All undertakings,
agreements, covenants, warranties and representations contained in this
Agreement shall survive such termination or cancellation and shall continue in
full force and effect until such time as all of the Obligations have been paid
in full in accordance with the terms of the agreements creating such
Obligations, at which time the same shall terminate.


                                  ARTICLE VIII
                                EVENTS OF DEFAULT

   8.1 LISTING OF EVENTS OF DEFAULT. Each of the following events or occurrences
described in this SECTION 8.1 shall constitute an "Event of Default".

     8.1.1 NON-PAYMENT OF OBLIGATIONS. The Borrower shall default in the payment
or prepayment when due of any principal of or interest on the Note, any Advance
or any other Obligation.

     8.1.2 BREACH OF WARRANTY. Any representation or warranty of the Borrower
made or deemed to be made hereunder or in any other Loan Document or any other
writing or certificate furnished by or on behalf of the Borrower to the Lender
for the purposes of or in connection with this Agreement or any such other Loan
Document (including any certificates delivered hereunder is or shall be
incorrect when made in any material respect.

     8.1.3  NON-PERFORMANCE OF COVENANTS. The Borrower shall default in the
due performance and observance of any of its obligations under SECTIONS 6.1 or
6.2; or the Borrower shall default in the due performance and observance of any
of its obligations under any Collateral Document and such default shall continue
for the applicable grace period, if any, set forth in such Collateral Document.

     8.1.4 NON-PERFORMANCE OF OTHER COVENANTS AND OBLIGATIONS. The Borrower
shall default in the due performance and observance of any other agreement
contained herein or in any other Loan Document, and such default shall continue
unremedied for a period of 10 days after notice thereof shall have been given to
the Borrower by the Lender.

     8.1.5 CROSS-DEFAULT. Borrower or Guarantor commits a default under any
other present or future loan agreement, undertaking or other agreement with: (i)
Lender; or (ii) any other lender, whether or not related to the transactions
contemplated by this Agreement or the Loan Documents. It is further understood
and agreed that a default by Borrower or Guarantor under this Agreement or under
any Loan Document shall also constitute a

                                       14

<PAGE>

default under any other loan agreement, undertaking or other agreement between
Borrower and/or Lender.

     8.1.6 DEFAULT UNDER GUARANTY. The Guarantors, individually or collectively,
shall default in the due performance and observation of any of their obligations
under the Guaranty.

     8.1.7 JUDGMENTS. Any judgment or order for the payment of money in excess
of $100,000 shall be rendered against the Borrower and either

           (a) enforcement proceedings shall have been commenced by any creditor
     upon such judgment or order; or

           (b) there shall be any period of 10 consecutive days during which a
     stay of enforcement of such judgment or order, by reason of a pending
     appeal or otherwise, shall not be in effect.

     8.1.8 PENSION PLANS. Any of the following events shall occur with respect
to any Pension Plan

           (a) the institution of any steps by the Borrower, any member of its
     controlled group or any other Person to terminate a Pension Plan if, as a
     result of such termination, the Borrower or any such member could be
     required to make a contribution to such Pension Plan, or could reasonably
     expect to incur a liability or obligation to such Pension Plan, in excess
     of $100,000; or

           (b) a contribution failure occurs with respect to any Pension Plan
     sufficient to give rise to a Lien under 302(f) of ERISA.

     8.1.9 CONTROL OF THE BORROWER. Any Change in Control of the Borrower shall
occur.

     8.1.10 BANKRUPTCY, INSOLVENCY, ETC. The Borrower or Guarantor shall (a)
become insolvent or generally fail to pay, or admit in writing its inability or
unwillingness to pay, debts as they become due;

           (b) apply for, consent to, or acquiesce in, the appointment of a
     trustee, receiver, sequestrator or other custodian for the Borrower or any
     property of any thereof, or make a general assignment for the benefit of
     creditors:

           (c) in the absence of such application, consent or acquiescence,
     permit or suffer to exist the appointment of a trustee, receiver,
     sequestrator or other custodian for the Borrower or for a substantial part
     of the property of any thereof, and such trustee, receiver, sequestrator or
     other custodian shall not be discharged within 60 days, provided that the
     Borrower hereby expressly authorizes the Lender to appear in any court
     conducting any relevant proceeding during such 60-day period to preserve,
     protect and defend its rights under the Loan Documents;

           (d) permit or suffer to exist the commencement of any bankruptcy,
     reorganization, debt arrangement or other case or proceeding under any
     bankruptcy or insolvency law, or any dissolution, winding up or liquidation
     proceeding, in respect of the Borrower, and, if any such case or proceeding
     is not commenced by the Borrower, such case or proceeding shall be
     consented to or acquiesced in by the Borrower or shall result in the entry
     of an order for relief or shall remain for 60 days undismissed, provided
     that the Borrower hereby expressly authorizes the Lender to appear in any
     court conducting any such case or proceeding during such 60-day period to
     preserve, Protect and defend its rights under the Loan Documents; or

           (e) take any corporate action authorizing, or in furtherance of, any
     of the foregoing.

     8.1.11 IMPAIRMENT OF SECURITY, ETC. Any Loan Document, or any Lien granted
thereunder, or the Guaranty shall (except in accordance with its terms), in
whole or in part, terminate, cease to be effective or cease to be the legally
valid, binding and enforceable obligation of the Borrower; the Borrower or any
other party shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability; or any Lien securing
any Obligation shall, in whole or in part, cease to be a perfected Lien, subject
only to those exceptions expressly permitted by such Loan Document.

   8.2 ACTION IF BANKRUPTCY. If any Event of Default described in SECTION 8.1.10
shall occur, the outstanding principal amount of all outstanding Obligations
shall automatically be and become immediately due and payable, without notice or
demand.

                                       15

<PAGE>

   8.3 ACTION IF OTHER EVENT OF DEFAULT. If any Event of Default (other than any
Event of Default described in SECTION 8.1.10) shall occur for any reason,
whether voluntary or involuntary, and be continuing, the Lender shall, by notice
to the Borrower, declare all or any portion of the outstanding principal amount
of the Note and all of the other Obligations to be due and payable and the
Commitment to be terminated, whereupon the full unpaid amount of such Note and
Obligations which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or presentment, and
the Commitment shall terminate.


                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS

   9.1 WAIVERS, AMENDMENTS, ETC. The provisions of this Agreement and of each
other Loan Document may from time to time be amended, modified or waived, if
such amendment, modification or waiver is in writing and consented to by the
Borrower and the Lender. No failure or delay on the part of the Lender or the
holder of the Note in exercising any power or right under this Agreement or any
other Loan Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or
demand on the Borrower in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by the Lender or the
holder of the Note under this Agreement or any other Loan Document shall, except
as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted hereunder .

   9.2 NOTICES. All notices and other communications provided to any party
hereto under this Agreement or any other Loan Document shall be in writing and
addressed, delivered or transmitted to such party at its address or facsimile
number set forth below its signature hereto or at such other address or
facsimile number as may be designated by such party in a notice to the other
parties. Any notice, if mailed and properly addressed with postage prepaid or if
properly addressed and sent by pre-paid courier service, shall be deemed given
when received; any notice, if transmitted by facsimile, shall be deemed given
when transmitted.

   9.3 PAYMENT OF COSTS AND EXPENSES. The Borrower agrees to pay on demand all
expenses of the Lender (including the fees and out-of-pocket expenses of counsel
to the Lender and of local counsel, if any, who may be retained by counsel to
the Lender) in connection with

           (a) the negotiation, preparation, execution and delivery of this
          Agreement and of each other Loan Document, including schedules and
          exhibits, and any amendments, waivers, consents, supplements or other
          modifications to this Agreement or any other Loan Document as may from
          time to time hereafter be required, whether or not the transactions
          contemplated hereby are consummated, and

           (b) the filing, recording, refiling or rerecording of the Collateral
          Documents and all amendments, supplements and modifications to any
          thereof and any and all other documents or instruments of further
          assurance required to be filed or recorded or refiled or rerecorded by
          the terms hereof or of any Collateral Document, and

           (c) the preparation and review of the form of any document or
          instrument relevant to this Agreement or any other Loan Document or
          any amendment thereto or modification thereof.

The Borrower further agrees to pay, and to save the Lender harmless from all
liability for, any stamp, documentary or other taxes which may be payable in
connection with the execution or delivery of any Loan Document, the Advances
hereunder or the issuance of the Note. The Borrower also agrees to reimburse the
Lender upon demand for all reasonable out-of-pocket expenses (including
attorneys' fees and legal expenses) incurred by the Lender in connection with
(x) the negotiation of any restructuring or "work-out", whether or not
consummated, of any Obligations and (y) the enforcement of any Obligations.

   9.4 INDEMNIFICATION. In consideration of the execution and delivery of this
Agreement by the Lender, the Borrower hereby indemnifies, exonerates and holds
the Lender and each of its officers, directors, employees and agents
(collectively, the "INDEMNIFIED PARTIES") free and harmless from and against any
and all actions, causes of action, suits, losses, costs, liabilities and
damages, and expenses


                                       16

<PAGE>

incurred in connection therewith (irrespective of whether any such Indemnified
Party is a party to the action for which indemnification hereunder is sought),
including reasonable attorneys' fees and disbursements (collectively, the
"INDEMNIFIED LIABILITIES"), incurred by the Indemnified Parties or any of them
as a result of, or arising out of, or relating to any transaction financed or to
be financed in whole or in part, directly or indirectly, with the proceeds of
any Advance; and if and to the extent that the foregoing undertaking may be
unenforceable for any reason, the Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

   9.5 ASSIGNMENT. Except with the prior written approval of Lender, Borrower
may not assign any of its rights or obligations under this Agreement or any of
the Loan Documents. Lender may assign any of its rights and obligations under
this Agreement or any of the Loan Documents to any person, its successors and
assigns. In the event that Lender assigns all or some of its rights to assignee
hereunder, then assignee shall have the right, in an Event of Default, to
accelerate all obligations of Borrower under this Agreement or any of the Loan
Documents.

   9.6 SURVIVAL. The representations and warranties made by the Borrower in this
Agreement and in each other Loan Document shall survive the execution and
delivery of this Agreement and each such other Loan Document.

   9.7 SEVERABILITY. Any provision of this Agreement or any other Loan Document
which is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such Loan Document or affecting the validity or enforceability
of such provision in any other jurisdiction.

   9.8 PARTICIPATIONS IN LOANS. Lender may at any time, without the consent of
Borrower, sell participations or assign its interest in all or part of the
Advances or the Note to one or more other Persons (each, a "Participant").
Borrower hereby grants to each such Participant, and each such Participant shall
have and is hereby given, a continuing lien on and security interest in any and
all monies, securities, and other property of Borrower and the proceeds thereof,
now or hereafter held or received by such Participant, and also upon any and all
deposits (general or special) and credits of Borrower with, and any and all
claims of Borrower against, such Participant, at any time existing, including
the right of set-off, to the extent of the Participant's participation in the
Advances, and such Participant shall be deemed to have the same right of set-off
to the extent of the Participant's participation in the Advances as it would
have if it were a direct lender hereunder.

   9.9 CONFLICT OF TERMS. Except as otherwise provided in this Agreement or any
of the other Loan Documents by specific reference to the applicable provisions
of this Agreement, if any provision contained in this Agreement is in conflict
with, or inconsistent with, any provision in any of the other Loan Documents,
the provision contained in this Agreement shall govern and control.

   9.10 AUTHORIZED SIGNATURE. Until Lender shall be notified by Borrower to the
contrary, the signature upon any document or instrument delivered pursuant
hereto of an officer of Borrower listed in EXHIBIT G hereto shall bind Borrower
and be deemed to be the act of Borrower affixed pursuant to and in accordance
with resolutions duly adopted by Borrower's board of directors.

   9.11 HEADINGS. The various headings of this Agreement and of each other Loan
Document are inserted for convenience only and shall not affect the meaning or
interpretation of this Agreement or such other Loan Document or any provisions
hereof or thereof.

   9.12 EXECUTION IN COUNTERPARTS, EFFECTIVENESS, ETC. This Agreement may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.

   9.13 GOVERNING LAW; ENTIRE AGREEMENT. This Agreement, the Note and each other
Loan Document shall each be deemed to be a contract made under and governed by
the internal laws of the State of Florida. This Agreement, the Security
Agreement, the Note and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersede any prior agreements, written or oral, with respect thereto. The
parties hereto specifically agree to waive all rights to rely on or enforce any
oral statements made prior to or subsequent to the execution of this Agreement.

                                       17

<PAGE>

   9.14 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns; provided, however, that the Borrower may not assign or transfer its
rights or obligations hereunder without the prior written consent of the Lender.

   9.15 SUBMISSION TO JURISDICTION. THE PARTIES AGREE THAT VENUE AND
JURISDICTION SHALL BE IN DADE COUNTY, FLORIDA, FOR ANY AFFIRMATIVE OR DEFENSIVE
LEGAL PROCEEDING IN CONNECTION WITH THE ENFORCEMENT OF THIS AGREEMENT OR ANY
LOAN DOCUMENT.

   9.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE
NOTE OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY MADE OR
UNDERTAKEN BEFORE, DURING OR AFTER THE EXECUTION OF THIS AGREEMENT. THE BORROWER
ACKNOWLEDGES AND AGREES THAT THIS SECTION 9.16 IS A MATERIAL INDUCEMENT FOR THE
LENDER TO EXTEND CREDIT TO THE BORROWER AS PROVIDED HEREIN.


     IN WITNESS WHEREOF, the parties hereto have executed this Credit Agreement
the date first above written.


                                        HI-RISE RECYCLING SYSTEMS, INC.

---------------------------
Witness

                                        By
----------------------------               ----------------------------
Witness                                 Name:
                                        Title:

                                        Address:


                                        Facsimile No.:  (305)





                                        OCEAN BANK

----------------------------
Witness

                                        By
----------------------------               -----------------------------
Witness                                 Name:
                                        Title:

                                        Address:780 N.W. 42nd Avenue
                                        Miami, Florida  33126

                                        Facsimile No.:  (305)

                                       18

<PAGE>

                                    ITEM 5.8
                               PENDING LITIGATION


                                    ITEM 5.12
                             EMPLOYEE BENEFIT PLANS


                                    ITEM 5.13
                              ENVIRONMENTAL MATTERS


                                    ITEM 5.15
                                PLACE OF BUSINESS


                                   ITEM 6.2.1
                             NEW BUSINESS ACTIVITIES


                                   ITEM 6.2.2
                              ONGOING INDEBTEDNESS

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