EXHIBIT 4.8

                                 LOAN AGREEMENT



     This Agreement is made as of April 30, 2003, between TECSTAR  MANUFACTURING
CANADA LIMITED as Borrower and COMERICA BANK, a Michigan banking corporation and
authorized  foreign bank under the Bank Act (Canada) through its Canadian Branch
carrying on business under the name Comerica Bank, Canada Branch, as Lender.


                                    RECITALS

     A. WHEREAS the Borrower has  requested  that the Lender  extend a revolving
credit facility to the Borrower up to Five Million U.S. Dollars (U.S.$5,000,000)
in the aggregate for the purposes of (a) providing  working  capital  finance to
the Borrower (including letter of credit  requirements),  and (b) paying certain
fees and expenses  associated with the Credit Facility;  and for these purposes,
the Lender is willing to make certain  loans and other  extensions  of credit to
the  Borrower  of up to such  amount  upon the  terms and  conditions  set forth
herein;

     B. AND WHEREAS it is a condition of providing such credit facility that the
Borrower execute this Agreement;

     FOR VALUE RECEIVED, the parties agree as follows:

SECTION 1
                                   DEFINITIONS

1.1 Definitions

     In this Agreement:

     Account for Payments  shall mean the accounts  maintained by the Lender for
all payments  for and by the  Borrower  set out  opposite  the Lender's  name on
Schedule 1 or such other accounts as the Lender may from time to time advise the
Borrower in writing.

     Additional  Compensation  shall  have the  meaning  given to it in  Section
4.6(3) of this Agreement.

     Adjusted Liabilities shall mean as of any applicable date of determination,
all items of indebtedness,  obligation or liability of a Person, whether matured
or  unmatured,  liquidated  or  unliquidated,  direct or  indirect,  absolute or
contingent,  joint or  several,  that should be  classified  as  liabilities  in
accordance with GAAP, excluding,  however, the long term portion of any mortgage
indebtedness of a Person incurred to acquire real estate.

     Advance Formula Agreement shall mean the Advance Formula Agreement dated as
of the date hereof  between the  Borrower  and the Lender,  as amended,  varied,
supplemented, restated, renewed or replaced at any time from time to time.

     Affected  Borrowing  shall have the  meaning  given to it in Section 4.7 of
this Agreement.

     Affiliate  shall have the meaning given to it in the Business  Corporations
Act (Ontario), as in effect on the Closing Date.

     Agreed Currency shall have the meaning given to it in Section 13.18 of this
Agreement.

     Agreement shall mean this  agreement,  including the Schedules  hereto,  as
amended, varied,  supplemented,  restated,  renewed or replaced at any time from
time to time.

     Applicable Law shall mean, in respect of any Person, property,  transaction
or  event,  all  present  and  future  laws,  statutes,  regulations,  treaties,
judgments and decrees applicable to that Person, property,  transaction or event
(whether  or not having  the force of law with  respect  to  regulatory  matters
applicable to the Lender) and all applicable  requirements,  requests,  official
directives, consents, approvals,  authorizations,  guidelines, rules, orders and
policies of any  Governmental  Authority  having or purporting to have authority
over any the Person, property, transaction or event.

     Applicable  Margin shall mean,  with respect to Prime Rate Loans, as of any
date of  determination,  the  applicable  interest  rate  margin  determined  in
accordance  with the  provisions of Section 4.1 by reference to the  appropriate
columns in the pricing matrix attached to this Agreement as Schedule 2.

     Borrower shall mean Tecstar  Manufacturing  Canada  Limited,  a Nova Scotia
limited company, together with its successors and permitted assigns.

     Borrower's  Accounts shall mean, in respect of the Borrower,  a U.S. Dollar
account  of the  Borrower  maintained  at the Branch of Account of the Lender in
Canada, particulars of which the Borrower has advised the Lender in writing.

     Borrowing  Base shall mean the amount  determined  pursuant  to the advance
formula contained in the Advance Formula Agreement.

     Branch of Account  shall mean the branch of the Lender at the  address  set
out opposite the Lender's  name on Schedule 3 or such other branch as the Lender
may advise the Borrowers in writing.

     Business  Day  shall  mean any day on which  commercial  banks are open for
domestic and international  business (including dealings in foreign exchange) in
Toronto.

     Canadian  Benefit Plans shall mean all material  employee  benefit plans or
arrangements  maintained  or  contributed  to by the Loan  Parties  that are not
Canadian  Pension Plans,  including all profit  sharing,  savings,  supplemental
retirement,  retiring  allowance,  severance,  pension,  deferred  compensation,
welfare,   bonus,  incentive   compensation,   phantom  stock,  legal  services,
supplementary  unemployment  benefit plans or arrangements and all life, health,
dental and disability  plans and  arrangements  in which the employees or former
employees of the Loan Parties  participate  or are eligible to  participate  but
excluding all stock option or stock purchase plans.

     Canadian Dollars and the symbol "C$" shall mean lawful money of Canada.

     Canadian  Pension  Plans  shall mean all plans and  arrangements  which are
considered  to be  pension  plans for the  purposes  of any  applicable  pension
benefits standard statute and/or regulation in Canada established, maintained or
contributed to by each Loan Party for its employees or former employees.

     Capital Expenditures shall mean, without  duplication,  any amounts accrued
or paid in respect of any  purchase or other  acquisition  for value of fixed or
capital assets;  provided that, in no event shall Capital  Expenditures  include
amounts   expended  in  respect  of  normal  repair  and  maintenance  of  plant
facilities,  machinery,  fixtures and other like capital assets  utilized in the
ordinary  conduct  of  business  (to  the  extent  such  amounts  would  not  be
capitalized in preparing a balance sheet determined in accordance with GAAP).

     Capital  Lease shall mean,  with respect to any Person,  any lease or other
arrangement  relating  to  property  or assets  which  would be  required  to be
accounted for as a capital lease on a balance sheet of that Person in accordance
with GAAP.  The amount of any  Capital  Lease at any date shall be the amount of
the obligation in respect thereof which would be included on the balance sheet.

     Capital Stock shall mean,  with respect to any Person,  any and all shares,
share capital, interests, participations, warrants, options or other equivalents
(however  designated)  of  capital  stock  of a  corporation  and  any  and  all
equivalent  ownership interests in a Person (other than a corporation),  in each
case whether now outstanding or hereafter issued.

     Claim  shall  have  the  meaning  given  to it in  Section  4.9(1)  of this
Agreement.

     Closing Date shall mean April __, 2003.

     Collateral  shall  mean all of the  existing  and after  acquired  real and
personal, tangible and intangible assets of the Loan Parties, including, without
limitation,  all  cash,  cash  equivalents,   bank  accounts,   accounts,  other
receivables,  chattel paper, contract rights (including a specific assignment of
insurance  policies),  inventory  (wherever  located),  instruments,  documents,
negotiable  instruments,  warehouse  receipts  and  similar  documents  of title
relating  to  inventory,  securities  (whether  or not  marketable),  equipment,
fixtures,  real property  interests,  franchise  rights,  patents,  trade names,
trademarks, copyrights,  intellectual property, general intangibles,  investment
property  and  all  substitutions,  accessions  and  proceeds  of the  foregoing
(including insurance proceeds).

     Compliance Certificate shall mean a compliance certificate substantially in
the form  attached  as Schedule 4 signed by the chief  financial  officer of the
Borrower or other officer acceptable to the Lender.

     Contract  Period  shall  mean  the  period  selected  by  the  Borrower  in
accordance with Section 3.1 commencing on the Drawdown Date or Rollover Date, as
applicable,  and  expiring  on a Business  Day,  subject to the terms of Section
2.1(6) with respect to Letters of Credit.

     Credit Facility shall mean the Revolving Facility.

     Current Assets shall mean with respect to any Person,  as of any applicable
date of determination,  all cash,  non-affiliated  customer  receivables,  trade
receivables from Affiliates and unbilled  receivables,  United States government
securities, income tax refunds, tooling and inventories.

     Debt shall mean,  with respect to any Person,  without  duplication (a) all
indebtedness  of such Person for  borrowed  money or for the  deferred  purchase
price of  property or services as of such date,  but  excluding  obligations  to
trade  creditors  incurred in the  ordinary  course of  business  and payable in
accordance with customary practices, (b) all reimbursement and other obligations
with  respect  to  letters of credit,  bankers'  acceptances  and surety  bonds,
whether  or  not  matured,  (c)  all  obligations  evidenced  by  notes,  bonds,
debentures or similar instruments, (d) all indebtedness created or arising under
any conditional sale or other title retention agreement with respect to property
acquired by such Person  (even  though the rights and  remedies of the seller or
lender under such agreement in the event of default are limited to  repossession
or sale of such  property),  (e) all Capital Lease  obligations  and the present
value  (discounted  at the Prime Rate as in effect on the effective date of this
Agreement)  of future  rental  payments  under  all  synthetic  leases,  (f) all
obligations  of such Person under  commodity  purchase or option  agreements  or
other commodity price hedging  arrangements,  in each case whether contingent or
matured, (g) all obligations of such Person under any foreign exchange contract,
currency swap  agreement,  interest rate swap, cap or collar  agreement or other
similar  agreement  or  arrangement  designed  to alter the risks of that Person
arising from  fluctuations  in currency  values or interest  rates, in each case
whether contingent or matured, (h) all Debt referred to above secured by (or for
which the holder of such Debt has an existing right, contingent or otherwise, to
be secured by) any Lien upon or in property or other assets (including  accounts
and  contract  rights)  owned by such  Person,  even  though such Person has not
assumed  or become  liable  for the  payment  of such  Debt,  (i) all  Guarantee
Obligations,  and  (j)  any  obligation  contingent  or  other  required  to  be
classified  in  accordance  with  GAAP  upon such  Person's  balance  sheet as a
liability.

     Default  shall  have  the  meaning  given  to it in  Section  8.24  of this
Agreement.

     Documents  shall  mean this  Agreement,  the  Security  Documents,  and all
certificates,  instruments,  agreements and other documents delivered,  or to be
delivered,  to the  Lender  (or its agent)  under  this  Agreement  or any other
Document and, when used in relation to any Person,  the term Documents means the
Documents executed and delivered by the Person.

     Drawdown  Date shall mean a Business  Day on which a Loan is made or deemed
to be made.

     Environmental  Laws shall mean all  Canadian  and  United  States  federal,
provincial,  state and local laws including statutes,  regulations,  ordinances,
codes, rules, and other governmental restrictions and requirements,  relating to
environmental  pollution,  contamination or other impairment of any nature,  any
hazardous or other toxic substances of any nature,  whether liquid, solid and/or
gaseous,  including smoke,  vapour,  fumes,  soot,  acids,  alkalis,  chemicals,
wastes, by- products and recycled materials.

     Environmental  Liabilities  shall mean,  with  respect to any  Person,  all
liabilities,  obligations,  responsibilities,  response,  remedial  and  removal
costs,  investigation and feasibility study costs, capital costs,  operation and
maintenance costs, losses, damages,  punitive damages, property damages, natural
resource  damages,  consequential  damages,  treble damages,  costs and expenses
(including  all  fees,  disbursements  and  expenses  of  counsel,  experts  and
consultants),  fines, penalties,  sanctions and interest incurred as a result of
or related to any claim,  suit,  action,  administrative  order,  investigation,
proceeding or demand by any Person, whether based in contract,  tort, implied or
express  warranty,  strict  liability,  criminal or civil statute or common law,
including any arising under or related to any Environmental Laws,  Environmental
Permits,  or in connection with any Release or threatened Release or presence of
a Hazardous Material whether on, at, in, under, from or about or in the vicinity
of any real or personal property.

     Environmental   Permits   shall  mean  all   permits,   licenses,   written
authorizations,   certificates,  approvals  or  registrations  required  by  any
Governmental Authority under any Environmental Laws.

     Equipment shall mean all of the Borrower's now owned and hereafter acquired
equipment,  machinery,  computers  and computer  hardware and software  (whether
owned or licensed),  vehicles,  tools,  furniture,  fixtures,  all  attachments,
accessions and property now or hereafter  affixed  thereto or used in connection
therewith, and substitutions and replacements thereof, wherever located.

     Equivalent Amount shall mean, on any date of determination, with respect to
obligations or valuations  denominated  in one currency (the "first  currency"),
the amount of another  currency (the "second  currency") which would result from
the  conversion  of the relevant  amount of the first  currency  into the second
currency at the 12:00 noon rate quoted on the Reuters  Monitor Screen (Page BOFC
or such other Page as may replace such Page for the purpose of  displacing  such
exchange  rates) on such date or, if such  date is not a  Business  Day,  on the
Business Day immediately preceding such date of determination,  or at such other
rate as may have been agreed in writing between the Borrowers and the Lender.

     ERISA shall mean the United States Employee  Retirement Income Security Act
of 1974, as amended, or any successor act or code.

     Event of Default  shall have the meaning  ascribed to it in Section 8.24 of
this Agreement.

     Excluded  Taxes  has the  meaning  given to it in  Section  5.4(4)  of this
Agreement.

     GAAP  shall  mean  (i) in  respect  of  the  Borrower,  generally  accepted
accounting  principles  in effect  from time to time in Canada as  applied  in a
consistent  manner  from period to period  including,  without  limitation,  the
accounting  recommendations  published in the Handbook of the Canadian Institute
of  Chartered  Accountants,  and (ii) in  respect  of  Tecstar,  LLC,  generally
accepted accounting  principles in effect from time to time in the United States
as applied in a consistent manner from period to period.

     Government  Approvals shall mean, with respect to any Person, all licences,
permits,  consents,  authorizations  and approvals from any and all Governmental
Authorities  required  for the conduct of that  Person's  business as  presently
conducted.

     Governmental  Authority  shall mean any nation or government,  any state or
other political subdivision thereof, and any agency,  department or other entity
exercising  executive,  legislative,   judicial,  regulatory  or  administrative
functions of or pertaining to government.  Guarantee Obligation shall mean, with
respect to any Person (the  "guaranteeing  person"),  (a) any  obligation of the
guaranteeing person or (b) any obligation of another person (including,  without
limitation,  any bank under any letter of  credit),  the  creation  of which was
induced by a reimbursement,  counter-indemnity  or similar  obligation issued by
the guaranteeing  person, in either case guaranteeing or in effect  guaranteeing
any Debt, leases,  dividends or other obligations (the "primary obligations") of
any other third Person (the "primary  obligor") in any manner,  whether directly
or indirectly, including, without limitation, any obligation of the guaranteeing
person,  whether or not contingent,  (i) to purchase any such primary obligation
or any  property  constituting  direct or indirect  security  therefor,  (ii) to
advance or supply  funds (1) for the  purchase  or  payment of any such  primary
obligation or (2) to maintain  working  capital or equity capital of the primary
obligor or  otherwise  to  maintain  the net worth or  solvency  of the  primary
obligor,  (iii) to purchase  property,  securities or services primarily for the
purpose of assuring the owner of any such primary  obligation  of the ability of
the primary obligor to make payment of such primary obligation or (iv) otherwise
to assure or hold harmless the owner of any such primary obligation against loss
in respect thereof; provided,  however, that the term Guarantee Obligation shall
not  include  endorsements  of  instruments  for  deposit or  collection  in the
ordinary  course of  business.  The amount of any  Guarantee  Obligation  of any
guaranteeing  person  shall be deemed to be the lower of (a) an amount  equal to
the stated or determinable  amount of the primary obligation in respect of which
such  Guarantee  Obligation  is made and (b) the  maximum  amount for which such
guaranteeing  person  may be  liable  pursuant  to the  terms of the  instrument
embodying  such  Guarantee  Obligation,  unless such primary  obligation and the
maximum amount for which such  guaranteeing  person may be liable are not stated
or determinable,  in which case the amount of such Guarantee Obligation shall be
such guaranteeing  person's maximum reasonably  anticipated liability in respect
thereof as determined by the Lenders.

     Hazardous  Material  shall mean any  substance,  material or waste which is
regulated  by or forms  the  basis of  liability  now or  hereafter  under,  any
Environmental Laws,  including any material or substance which is (a) defined as
a "solid waste," "hazardous waste," "hazardous material," "hazardous substance,"
"dangerous good",  "extremely  hazardous waste,"  "restricted  hazardous waste,"
"pollutant,"  "contaminant,"  "hazardous  constituent,"  "special waste," "toxic
substance" or other  similar term or phrase under any  Environmental  Laws,  (b)
petroleum  or any fraction or  by-products  thereof,  asbestos,  polychlorinated
biphenyls (PCB's), or any radioactive substance.

     Indemnified  Person shall have the meaning given to it in Section 4.9(1) of
this Agreement.

     Interest Payment Date shall mean the last Business Day of each month.

     Issuance  Date shall mean the date on which a Letter of Credit is issued by
the Lender in favour of a third party at the request of the Borrower.

     ITA shall mean the Income Tax Act (Canada),  as amended,  and any successor
thereto, and any regulations promulgated thereunder, as in effect on the Closing
Date.

     L/C Agreement  shall have the meaning  given to it in Section  2.1(6)(c) of
this Agreement.

     L/C Obligations  shall mean, with respect to the Borrower,  at any time, an
amount equal to the sum of (A) the aggregate  then undrawn and unexpired  amount
of all then  outstanding  Letters  of  Credit  and (B) the  aggregate  amount of
drawings  under all  Letters  of Credit  which have not been  reimbursed  by the
Borrower.

     Leases  shall  have the  meaning  given  to it in  Section  8.8(1)  of this
Agreement.

     Lender  shall mean  Comerica  Bank,  a  Michigan  banking  corporation  and
authorized  foreign bank under the Bank Act (Canada) through its Canadian branch
carrying  on business  under the name  Comerica  Bank,  Canada  Branch,  and its
successors and assigns.

     Letter of Credit shall mean a standby letter of credit issued by the Lender
for the account of the Borrower.

     Lien means any mortgage,  charge,  lien,  hypothec or encumbrance,  whether
fixed or floating on, or any security  interest in, any property,  whether real,
personal or mixed,  tangible or intangible,  any pledge or  hypothecation of any
property, any deposit arrangement,  priority,  conditional sale agreement, other
title retention  agreement or equipment  trust,  Capital Lease or other security
arrangement of any kind.

     Loan shall mean a Prime Rate Loan or an  extension of credit by issuance of
Letters of Credit under the Revolving Facility,  and Loans means any combination
of them.

     Loan Party shall mean each  Person,  including  the  Borrower  and Tecstar,
providing a Security Document to the Lender, as security for, or a guarantee of,
the obligations of the Borrower hereunder.

     Obligations means all loans, advances,  debts,  liabilities and obligations
for the performance of covenants, tasks or duties or for the payment of monetary
amounts  (whether or not  performance is then required or  contingent,  or those
amounts are liquidated or determinable)  owing by the Borrower or any Loan Party
to the Lender under any or all of the  Documents  and all  covenants  and duties
regarding those amounts,  of any kind or nature,  present or future,  whether or
not  evidenced by any agreement or other  instrument,  owing under any or all of
the  Documents  including,  without  limitation,  all  obligations  owed  by the
Borrower to the Lender under the Credit Facility.

     Permitted Liens shall mean, with respect to the Loan Parties:

     (i)  Liens for taxes not yet due and  payable or which are being  contested
          in good faith by appropriate proceedings diligently pursued,  provided
          that such provision for the payment of all such taxes has been made on
          the books of such  Person as may be  required  by  generally  accepted
          accounting principles, consistently applied;

     (ii) mechanics', materialmen's, carriers', warehousemen's and similar Liens
          and  encumbrances  arising  in the  ordinary  course of  business  and
          securing  obligations of such Person that are not overdue or are being
          contested in good faith by appropriate proceedings diligently pursued,
          provided  that in the case of any  such  contest  (i) any  proceedings
          commenced for the  enforcement  of such Liens and  encumbrances  shall
          have been duly  suspended;  and (ii) such provision for the payment of
          such Liens and  encumbrances has been made on the books of such Person
          as may be required by GAAP;

     (iii)Liens arising in connection with worker's  compensation,  unemployment
          insurance,  old age pensions and social security  benefits and similar
          statutory  obligations which are not overdue or are being contested in
          good faith by appropriate  proceedings  diligently  pursued,  provided
          that in the case of any such contest (i) any proceedings commenced for
          the enforcement of such Liens shall have been duly suspended; and (ii)
          such  provision  for the  payment  of such  Liens has been made on the
          books of such Person as may be required by GAAP;

     (iv) Liens incurred or deposits made in the ordinary  course of business to
          secure the performance of statutory obligations, bids, leases, fee and
          expense arrangements with trustees and fiscal agents and other similar
          obligations  (exclusive of obligations incurred in connection with the
          borrowing of money, any lease-purchase  arrangements or the payment of
          the deferred purchase price of property), provided that full provision
          for the payment of all such  obligations has been made on the books of
          such Person as may be required by GAAP;

     (v)  minor  survey   exceptions   or  minor   encumbrances,   easements  or
          reservations,  or rights of others for  rights-of-way,  utilities  and
          other similar purposes,  or zoning or other restrictions as to the use
          of  real  properties,  which  do not  materially  interfere  with  the
          business of such Person;

     (vi) purchase money security interests in inventory and equipment to secure
          the indebtedness referred to in Section 10.5(c) hereof,  provided that
          such  security   interest  is  created   contemporaneously   with  the
          acquisition  of such asset and does not extend to any  property  other
          than the asset so purchased; and

     (vii)Liens  of such  Person  under  the  Security  Documents  securing  the
          Obligations.

     Person  shall  mean  an  individual,   corporation,   partnership,   trust,
incorporated or unincorporated organization, joint venture, joint stock company,
or a government or any agency or political  subdivision  thereof or other entity
of any kind.

     PPSA  shall mean the  Personal  Property  Security  Act  (Ontario)  and the
Regulations thereunder,  as from time to time in effect,  provided,  however, if
attachment,  perfection or priority of the security  interests of the Lender (or
its agent) in any collateral are governed by the personal property security laws
of any jurisdiction other than Ontario,  PPSA shall mean those personal property
security  laws in such other  jurisdiction  for the  purposes of the  provisions
hereof  relating  to  such  attachment,  perfection  or  priority  and  for  the
definitions related to such provisions.

     Prime Rate shall mean the per annum interest rate established by the Lender
and publicly announced as its prime rate for U.S. Dollar denominated  commercial
loans to its  borrowers as such rate may vary from time to time,  which rate may
not be the Lender's lowest rate for loans to its commercial borrowers.

     Prime Rate Loan shall mean a loan  denominated in U.S.  Dollars made by the
Lender to the Borrower  which bears  interest  calculated  with reference to the
Prime Rate.

     Real  Properties  shall have the meaning  given to it in Section  8.7(1) of
this Agreement.

     Release  shall  mean any  release,  threatened  release,  spill,  emission,
leaking,  pumping, pouring,  emitting,  emptying,  escape.  injection,  deposit,
disposal,  discharge,  dispersal,  dumping,  leaching or  migration of Hazardous
Material  in the  indoor or  outdoor  environment,  including  the  movement  of
Hazardous Material through or in the air, soil,  surface water,  ground water or
property.

     Revolving  Facility shall have the meaning given to it in Section 2.1(1) of
this Agreement.

     Revolving  Loan  shall  mean an  extension  of credit by the  Lender to the
Borrower made available under the Revolving  Facility by way of Prime Rate Loans
(and for greater certainty,  when reference is made to the outstanding amount of
all Revolving Loans, such amount shall include all outstanding L/C Obligations).

     Revolving Maturity Date shall mean April 1, 2004.

     Revolving Commitment shall mean U.S. $5,000,000,  as cancelled,  reduced or
terminated under this Agreement.

     Rollover  means the  rollover of a Loan made by way of Letter of Credit for
an additional Contract Period under Section 2.1(6)(g).

     Rollover Date means the Business Day on which a Rollover occurs.

     Schedules  means  the  schedules  attached  to and  forming  part  of  this
Agreement.

     Security  Documents  shall mean each of the documents  listed in Schedule 5
together  with all other  security  documents  provided by the Loan Parties from
time to time in accordance with the terms hereof.

     Subordinated  Debt  shall  mean  all  indebtedness  subordinated  on  terms
satisfactory to the Lender.

     Subsidiary  shall  mean any  corporation,  association,  limited  liability
company,  joint stock company,  business trust limited  liability company or any
other business  entity of which more than fifty percent (50%) of the outstanding
voting stock, share capital,  membership or other interests, as the case may be,
is owned  either  directly  or  indirectly  by any  Person or one or more of its
Subsidiaries,  or the management of which is otherwise controlled,  directly, or
indirectly through one or more intermediaries, or both, by any Person and/or its
Subsidiaries.

     Tangible  Net Worth of any Person shall mean the excess of (i) the net book
value of the assets of such Person (excluding from assets however,  amounts due,
if any, from affiliated  corporations,  and patents, patent rights,  trademarks,
trade names, franchises,  copyrights, licenses, good will and similar intangible
assets) after all  appropriate  deductions  determined  in accordance  with GAAP
(including, without limitation, reserves for doubtful receivables, obsolescence,
etc.), over (ii) Total Debt of such Person.

     Tax and Taxes  includes  all present and future  taxes,  surtaxes,  duties,
levies, imposts, rates, fees, assessments, withholdings and other charges of any
nature (including income, corporate, capital (including large corporations), net
worth,  sales,  consumption,  use,  transfer,  goods and services,  value-added,
stamp,  registration,   franchise,  withholding,  payroll,  employment,  health,
education,  employment insurance,  pension, excise, business,  school, property,
occupation,  customs,  anti-dumping  and countervail  taxes,  surtaxes,  duties,
levies,  imposts,  rates,  fees,  assessments,  withholdings  and other charges)
imposed  by any  governmental  authority,  together  with any  fines,  interest,
penalties or other  additions  on, to, in lieu of, for non-  collection of or in
respect  of  those  taxes,  surtaxes,  duties,  levies,  imposts,  rates,  fees,
assessments, withholdings and other charges.

     Tecstar shall mean Tecstar,  LLC, an Indiana limited  liability company and
its successors and assigns.

     Total  Debt  shall  mean  for  any  Person,  as of any  applicable  date of
determination,  all  items of  indebtedness,  obligation  or  liability  of such
Person,  whether  matured or unmatured,  liquidated or  unliquidated,  direct or
indirect, absolute or contingent, joint or several, that should be classified as
liabilities  in  accordance  with  GAAP,   excluding,   however,   any  mortgage
indebtedness of such Person incurred to acquire real estate.

     U.S. Dollars,  $ and U.S. $ shall mean lawful currency of the United States
of America.

     Working  Capital shall mean for any Person,  as of any  applicable  date of
determination,  Current Assets of such Person less Adjusted  Liabilities of such
Person.

                                   SECTION 2
                                CREDIT FACILITIES

2.1 Revolving Facility

     (1)  Establishment  of  Revolving  Facility.   Subject  to  the  terms  and
          conditions of this Agreement,  the Lender hereby establishes in favour
          of the  Borrower a revolving  term  credit  facility  (the  "Revolving
          Facility") in the aggregate  amount of the Revolving  Commitment.  The
          Lender agrees to make available until the Revolving  Maturity Date the
          Revolving  Commitment  in U.S.  Dollars  by way of Prime  Rate  Loans.
          Subject to  Section  2.1(6)  below,  the  Lender  also  agrees to make
          available  the  Revolving  Commitment by way of issuance of Letters of
          Credit at the request of the Borrower.

     (2)  Lender's Obligations. Notwithstanding any provision of this Agreement,
          the Lender shall not be obligated to make  available to the Borrower a
          Revolving  Loan if after  giving  effect  to such  Loan the  aggregate
          outstanding  amount  of all  Revolving  Loans  made  available  to the
          Borrower would exceed the Revolving Commitment.

     (3)  Availability  of  Revolving   Facility.   Notwithstanding   any  other
          provision of this  Agreement,  the  aggregate  amount of the Revolving
          Loans  made to the  Borrower  shall not  exceed  the lesser of (A) the
          Revolving Commitment, and (B) the Borrowing Base.

     (4)  Revolving  Feature.  Subject to the provisions of this Agreement,  the
          Borrower may increase or reduce the Revolving Loans  outstanding under
          the Revolving  Facility by borrowing,  repaying and reborrowing  Prime
          Rate Loans and causing the issue and re-issue of Letters of Credit.

     (5)  Purpose. The proceeds of the Revolving Loans shall be used to fund the
          working  capital  needs of the  Borrower and other  general  corporate
          purposes, and support letter of credit requirements of the Borrower.

     (6)  Letters of Credit.

          (a)  L/C  Commitment.  Subject  to the  terms and  conditions  of this
               Agreement  and the  L/C  Agreement,  the  Lender  agrees  to make
               Revolving  Loans by the issue of standby Letters of Credit on any
               Business Day prior to the Revolving Maturity Date in such form as
               may be approved  from time to time by the Lender,  provided  that
               the  Lender  shall  have no  obligation  to issue  any  Letter of
               Credit, if after giving effect to such issuance the aggregate L/C
               Obligations  of both  Borrowers  outstanding  to the Lender would
               exceed U.S. $500,000.

          (b)  Currency. Each Letter of Credit shall be issued in U.S. Dollars.

          (c)  Other  Documentation.  The issue of a Letter of Credit is subject
               to the execution and delivery of an application  and agreement or
               other specific  agreement  relative to the instrument in form and
               substance  satisfactory  to the Lender  acting  reasonably  ("L/C
               Agreement").  In the event of a  conflict  between  the terms and
               conditions  of  the  L/C  Agreement  and  this  Agreement,   this
               Agreement shall prevail.

          (d)  Retirement.  A  Letter  of  Credit  may  only be  retired  on its
               maturity  date  which  must be a  Business  Day unless and to the
               extent it has been honoured or unless the written  consent of the
               beneficiary  of the instrument has been obtained and the original
               instrument has been returned to the Lender.

          (e)  Drawings. The Borrower shall by no later than 12:00 (noon) on any
               day which a drawing is made under a Letter of Credit,  pay to the
               Lender an amount  equal to the  amount of such  drawing,  failing
               which the amount of such drawing shall be a Prime Rate Loan.

          (f)  Term.  No  Contract  Period  shall  extend  beyond the  Revolving
               Maturity Date.

          (g)  Rollover.  Before the maturity date of any Letter of Credit,  the
               Borrower  shall  notify  the  Lender at its  Branch of Account by
               notice  substantially in the form attached as Schedule  2.1(6)(g)
               if it wishes the issue of a  replacement  Letter of Credit on the
               maturity  date.  If the Borrower  fails to provide the  foregoing
               notice,  the  maturing  Letter  of  Credit  shall  expire  on its
               maturity date.

                                   SECTION 3
                              BORROWING PROCEDURES

3.1 Borrowing Procedures -General

     (1)  Notice of Borrowing. All Loans under this Agreement require notice. To
          request a Loan,  the  Borrower  shall give the Lender  written  notice
          substantially in the form attached as Schedule 3.1(1),  indicating the
          details  of the  requested  Loan,  at or before the time set out below
          opposite the type of Loan that the Borrower wishes to request:

           Type of Loan          Time of Notice
           Prime Rate Loans      Before 10:00 a.m. one (1) Business Day
                                 prior to the Drawdown Date
           Letters of Credit     Before 10:00 a.m. three (3) Business
                                 Days prior to the requested Drawdown Date


          Each notice given in respect of a Loan to be made by way of Prime Rate
          Loan shall indicate the amount of the required Loan and the date funds
          are required. Each notice given in respect of a Loan to be made by way
          of Letters of Credit shall indicate the amount of the Letter of Credit
          to be issued,  the applicable  Contract Period,  the beneficiary,  the
          terms of draw  under the  requested  Letter  of  Credit  and all other
          relevant information

     (2)  Interest Determination.  Each determination by the Lender of the Prime
          Rate shall, in the absence of manifest error, be final, conclusive and
          binding on the Borrower.

3.2 [Intentionally Left Blank]

3.3 Reliance on Oral Instructions

     The  Lender  shall be  entitled  to act upon the oral  instructions  of any
Person who the Lender, acting reasonably, believes is a Person authorized by the
Borrower to act on the  Borrower's  behalf.  The Lender shall not be responsible
for any error or omission in those  instructions or in the  performance  thereof
except in the case of gross negligence or wilful misconduct by the Lender or its
employees.  Any  instructions  so given  shall be  confirmed  in  writing by the
Borrower to the Lender on the same day. The Borrower shall  indemnify the Lender
for any loss or expense  suffered or incurred by the Lender as a consequence  of
the Lender acting upon instructions  given or agreements made over the telephone
or by electronic  transmission of any type with Persons  reasonably  believed by
the Lender to have been acting on the Borrower's behalf.

3.4 Deposit of Proceeds of Loans

     The  Lender  shall  credit  to the  Borrower's  Account  on the  applicable
Drawdown Date the proceeds of each Loan.

3.5 Evidence of Obligations

     The Lender shall open and  maintain at its Branch of Account,  accounts and
records evidencing the Obligations of the Borrower to the Lender with respect to
Loans made available by the Lender. The Lender shall record in those accounts by
appropriate entries all amounts on account of those Obligations and all payments
on account thereof.  Those accounts and records will constitute,  in the absence
of manifest error,  prima facie evidence of those Obligations from time to time,
the date each Loan was made and the amounts that the Borrower has paid from time
to time on account of those Obligations.

                                   SECTION 4
                           INTEREST, FEES AND EXPENSES

4.1 Interest on Prime Rate Loans

     (1)  Rate.  The  Borrower  shall pay to the Lender  interest  on Prime Rate
          Loans at the applicable Account for Payments at a rate per annum equal
          to the Prime Rate plus the Applicable Margin.

     (2)  Change  in  Rate.  Each  change  in  the  fluctuating   interest  rate
          applicable to each Prime Rate Loan will take place simultaneously with
          the  corresponding  change in the Prime Rate without the necessity for
          any notice to the Borrower.

     (3)  Calculation.  Interest on Prime Rate Loans shall be payable monthly in
          arrears on every Interest  Payment Date and on the Revolving  Maturity
          Date for the  period  from  and  including,  as the  case may be,  the
          Drawdown Date or the immediately  preceding  Interest  Payment Date to
          but  excluding  the  first-mentioned  Interest  Payment  Date  or  the
          Revolving  Maturity Date, as applicable,  and shall be calculated on a
          daily basis on the principal  amount of the Prime Rate Loans remaining
          unpaid on the basis of the actual  number of days elapsed in a year of
          365 days.

     (4)  Adjustments  in  the  Applicable  Margin  shall  be  implemented  on a
          quarterly  basis  as  provided  in this  Section  4.1(4)  based on the
          Tangible  Net Worth of the Loan  Parties  on a  combined  basis.  Such
          adjustments shall be given prospective effect only, and shall be given
          effect on the first day of the first month following the required date
          of delivery of the financial  statements  under Section 9.1 hereunder,
          in each case establishing applicability of the appropriate adjustment.
          From the date of execution of this  Agreement  until the required date
          of delivery  under  Section 9.1 of the  financial  statements  for the
          fiscal  quarter  ending March 31,  2003,  the margin shall be that set
          forth under the Level II column of the pricing matrix attached to this
          Agreement as Schedule 2.

4.2 Letter of Credit Fees

     Upon the issue of a standby  Letter of Credit by the Lender,  the  Borrower
shall pay to the  Lender a fee at a rate  equal to two  percent  (2%) per annum.
Issuance fees shall be calculated on the face amount of the Letter of Credit and
shall be payable to the  Lender  annually  in  advance.  Issuance  fees shall be
calculated on the basis of the number of days in the Contract  Period in respect
of the Letter of Credit and a year of 365 days. Each determination by the Lender
of the issuance fee  applicable to a Letter of Credit  shall,  in the absence of
manifest error, be final, conclusive and binding upon the applicable Borrower.

4.2A Unused Fees

     The Borrower  shall pay to the Lender an unused fee equal to one quarter of
one percent  (1/4%) per annum  multiplied  by the average  daily amount by which
Five  Million  Dollars   (U.S.$5,000,000)   exceeds  the  aggregate   amount  of
outstanding  Loans. The unused fee shall be payable  quarterly in arrears on the
first day of each  calendar  quarter  (commencing  on April 1,  2003) and on the
Revolving  Maturity  Date.  Such fee shall be  calculated  in the same manner as
interest is calculated hereunder.

4.3 Interest on Overdue Amounts

     Upon the occurrence and during the  continuation of any Default or Event of
Default and at the  election of the Lender  confirmed  by written  notice to the
Borrower, the interest rates applicable to Loans and Letter of Credit fees shall
be  increased  by 3.00% per annum above the rates or fees  otherwise  applicable
hereunder  (the  "Default  Rate")  and all  outstanding  Obligations  shall bear
interest  at the  Default  Rate  applicable  thereto.  Interest  and fees at the
Default  Rate  shall be  payable  upon  demand  made by the  Lender and shall be
compounded on each Interest Payment Date.

4.4 Interest Act

     For purposes of the Interest Act (Canada),  where in this  Agreement a rate
of interest is to be calculated  on the basis of a year of 365 days,  the yearly
rate of interest to which the rate is equivalent  is the rate  multiplied by the
number of days in the year for which the calculation is made and divided by 365.

4.5 Limit on Rate of Interest

     (1)  Adjustment.  If any  provision  of this  Agreement or any of the other
          Documents  would obligate the Borrower to make any payment of interest
          or other amount  payable to the Lender in an amount or calculated at a
          rate which would be  prohibited by law or would result in a receipt by
          the Lender of  interest  at a criminal  rate (as  construed  under the
          Criminal Code (Canada)),  then  notwithstanding  that provision,  that
          amount or rate shall be deemed to have been adjusted with  retroactive
          effect to the maximum amount or rate of interest,  as the case may be,
          as would not be so  prohibited  by law or  result in a receipt  by the
          Lender of interest at a criminal  rate, the adjustment to be effected,
          to the extent necessary, as follows:

          (a)  firstly,  by reducing the amount or rate of interest  required to
               be paid to the Lender under this Section 4; and

          (b)  thereafter, by reducing any fees, commissions, premiums and other
               amounts  required to be paid to the Lender which would constitute
               interest  for  purposes  of  Section  347  of the  Criminal  Code
               (Canada).

          (2)  Reimbursement.  Notwithstanding  Section 4.5(1), and after giving
               effect to all  adjustments  contemplated  thereby,  if the Lender
               shall have received an amount in excess of the maximum  permitted
               by the  Criminal  Code  (Canada),  then  the  Borrower  shall  be
               entitled,   by  notice  in  writing  to  the  Lender,  to  obtain
               reimbursement  from the Lender in an amount  equal to the excess,
               and  pending  reimbursement,  the amount of the  excess  shall be
               deemed to be an amount payable by the Lender to the Borrower.

     (3)  Actuarial  Principles.  Any amount or rate of interest  referred to in
          this Section 4.5 shall be  determined  in  accordance  with  generally
          accepted  actuarial  practices and  principles as an effective  annual
          rate of interest  over the term that any Loan remains  outstanding  on
          the assumption that any charges, fees or expenses that fall within the
          meaning of interest (as defined in the Criminal Code (Canada))  shall,
          if they relate to a specific  period of time,  be pro-rated  over that
          period of time and  otherwise  be  pro-rated  over the period from the
          Closing  Date to the  Revolving  Maturity  Date and, in the event of a
          dispute,  a  certificate  of a Fellow  of the  Canadian  Institute  of
          Actuaries appointed by the Lender shall be conclusive for the purposes
          of that determination.

4.6 Change in Circumstances

     (1)  Reduction  in Rate of Return.  If at any time the  Lender  determines,
          acting  reasonably,  that  any  change  in any  Applicable  Law or any
          interpretation thereof after the date of this Agreement, or compliance
          by the Lender with any direction, requirement,  guidelines or policies
          or request from any regulatory  authority given after the date of this
          Agreement,  whether or not having the force of law, has or would have,
          as a consequence of the Lender's obligation under this Agreement,  and
          taking  into  consideration  the  Lender's  policies  with  respect to
          capital  adequacy,  the effect of  reducing  the rate of return on the
          Lender's  capital to a level  below  that which the Lender  would have
          achieved  but for the  change or  compliance,  then from time to time,
          upon  demand of the  Lender,  the  Borrower  shall pay the Lender such
          additional amounts as will compensate the Lender for the reduction.

     (2)  Taxes,  Reserves,  Capital  Adequacy,  etc. If, after the date of this
          Agreement,  the  introduction  of any  Applicable Law or any change or
          introduction  of a change in any Applicable Law (whether or not having
          the force of law) or in the  interpretation or application  thereof by
          any  court or by any  Governmental  Authority,  central  bank or other
          authority or entity charged with the  administration  thereof,  or any
          change in the compliance of the Lender therewith now or hereafter:

          (a)  subjects the Lender to, or causes the  withdrawal or  termination
               of a  previously  granted  exemption  with respect to, any Tax or
               changes the basis of taxation,  or increases  any existing Tax on
               payments of principal, interest, fees or other amounts payable by
               the Borrower to the Lender  under or by virtue of this  Agreement
               (except for Excluded Taxes);

          (b)  imposes,  modifies  or  deems  applicable  any  reserve,  special
               deposit,  deposit insurance or similar requirement against assets
               held by, or deposits in or for the account of, or loans by or any
               other acquisition of funds by, an office of the Lender in respect
               of  any  Loan  or  any  other  condition  with  respect  to  this
               Agreement; or

          (c)  imposes any Tax on reserves or deemed  reserves  with  respect to
               the undrawn portion of the commitment of the Lender hereunder;

               and the result of any of the foregoing, in the sole determination
               of the Lender  acting  reasonably,  shall be to increase the cost
               to, or reduce the amount  received or receivable by the Lender or
               its effective rate of return in respect of making, maintaining or
               funding a Loan hereunder,  the Lender shall,  acting  reasonably,
               determine that amount of money which shall  compensate the Lender
               for the increase in cost or reduction in income.

     (3)  Payment of Additional Compensation.  Upon the Lender having determined
          that it is entitled to  compensation in accordance with the provisions
          of this  Section 4.6  ("Additional  Compensation"),  the Lender  shall
          promptly so notify the  Borrower  and shall  provide to the Borrower a
          photocopy of the relevant  Applicable  Law or request,  as applicable,
          and a  certificate  of an  officer  of the  Lender  setting  forth the
          Additional  Compensation and the basis of calculation  thereof,  which
          shall be conclusive  evidence of the  Additional  Compensation  in the
          absence of manifest error. The Borrower shall pay to the Lender within
          30 Business Days of the giving of notice the  Additional  Compensation
          for  the  account  of  the  Lender  accruing  from  the  date  of  the
          notification.  The  Lender  shall be  entitled  to be paid  Additional
          Compensation  from time to time to the extent that the  provisions  of
          this Section 4.6 are then applicable  notwithstanding  that the Lender
          has previously been paid Additional Compensation.

     (4)  Commercially  Reasonable.  If it is  commercially  reasonable  in  the
          opinion of the Lender  receiving  Additional  Compensation  under this
          Section  4.6, the Lender  shall make  reasonable  efforts to limit the
          incidence of that Additional Compensation,  including seeking recovery
          for the account of the Borrower  following the Borrower's  request and
          at the Borrower's  expense,  if the Lender, in its sole determination,
          would  suffer no  appreciable  economic,  legal,  regulatory  or other
          disadvantage as a result.

4.7 Payment of Portion

     Notwithstanding  any other  term or  condition  of this  Agreement,  if the
Lender gives the notice provided for in Section 4.6 with respect to any Loan (an
"Affected  Borrowing"),  the Borrower may, at its option,  upon 30 Business Days
notice to the Lender (which notice shall be irrevocable), repay to the Lender in
full the  Affected  Borrowing  outstanding  together  with  accrued  and  unpaid
interest on the principal amount so repaid up to the date of repayment, together
with such Additional Compensation as may be applicable to the date of payment.

4.8 Illegality

     If any Applicable  Law, or any change therein or in the  interpretation  or
application  thereof by any court or by any  Governmental  Authority  or central
bank or comparable agency or any other entity charged with the interpretation or
administration  thereof,  or  compliance  by the  Lender  with  any  request  or
direction  (whether  or not  having  the  force  of  law)  of  any  Governmental
Authority,  central bank or comparable agency or other entity,  now or hereafter
makes it unlawful for the Lender to make,  fund or maintain a Loan or to perform
its obligations under or by virtue of this Agreement, the Lender may, by written
notice thereof to the Borrower,  terminate its obligations to make further Loans
under this Agreement,  and the Borrower,  if required by the Lender, shall repay
forthwith (or at the end of such longer  period as the Lender in its  discretion
has agreed) the  principal  amount of the Loan  together  with accrued  interest
without penalty or bonus and such  Additional  Compensation as may be applicable
to the date of payment and all other  outstanding  Obligations to the Lender. If
any change  shall only affect a portion of the Lender's  obligations  under this
Agreement  which is, in the opinion of the Lender,  severable from the remainder
of this  Agreement so that the  remainder of this  Agreement may be continued in
full force and effect without otherwise  affecting any of the obligations of the
Lender or the Borrower under this  Agreement,  the Lender shall only declare its
obligations under that portion so terminated.

4.9 Indemnity

     (1)  General.  The Borrower  shall  indemnify the Lender and its directors,
          officers,  employees,  attorneys  and agents  (each,  an  "Indemnified
          Person")  against  all suits,  actions,  proceedings,  claims,  losses
          (other than loss of profits),  expenses  (including  reasonable  fees,
          charges  and  disbursements  of  counsel),   damages  and  liabilities
          including, without limitation, liabilities arising under Environmental
          Laws  (each,  a "Claim")  that the  Lender  may  sustain or incur as a
          consequence of (a) any default by the Borrower under this Agreement or
          any other Document,  or (b) any  misrepresentation  (misrepresentation
          meaning  untrue when made) by the  Borrower  contained  in any writing
          delivered to the Lender in connection with this Agreement,  or (c) the
          Lender entering into this Agreement, or (d) the use of proceeds of the
          Credit Facility by the Borrower in  contravention of the terms of this
          Agreement,  or (e) the operations of the Borrower in  contravention of
          the terms of this Agreement, except that no Indemnified Person will be
          indemnified for any Claim  resulting from its own gross  negligence or
          wilful misconduct.

     (2)  Certificate. A certificate of the Lender setting out the basis for the
          determination of the amount necessary to indemnify the Lender pursuant
          to this  Section 4.9 shall be  conclusive  evidence,  absent  manifest
          error, of the correctness of that determination.

     (3)  Survival.  It is the  intention  of the  Borrower  and the Lender that
          Section 3.3 and this Section 4.9 shall supersede any other  provisions
          in this Agreement which in any way limit the liability of the Borrower
          and that the  Borrower  shall be liable  for any  obligations  arising
          under  Section  3.3 and this  Section  4.9 even if the  amount  of the
          liability  incurred exceeds the amount of the other  Obligations.  The
          obligations  of the  Borrower  under these  Sections  are absolute and
          unconditional  and  shall  not be  affected  by any act,  omission  or
          circumstance whatsoever, whether or not occasioned by the fault of the
          Lender,  except in respect of gross negligence or wilful misconduct by
          it. The obligations of the Borrower under Section 3.3 and this Section
          4.9 shall  survive  the  repayment  of the other  Obligations  and the
          termination of the Credit Facility.

4.10 Closing Fee

     The Borrower  shall pay to the Lender on the Closing Date a  non-refundable
closing fee in the amount of U.S. $25,000.

                                   SECTION 5
                      PAYMENTS, REDUCTIONS AND CANCELLATION

5.1 Repayment of the Revolving Facility

     All  Revolving  Loans and other  amounts  outstanding  under the  Revolving
Facility shall be paid including,  without limitation,  principal,  interest and
fees, and the Revolving  Facility shall be cancelled,  on the Revolving Maturity
Date.

5.2 Prepayment

     From time to time,  prior to the Revolving  Maturity Date, the Borrower may
(a) in addition to any other prepayment rights it may have under this Agreement,
prepay,  without penalty,  in whole or in part, the Loans  outstanding under the
Credit Facility provided that all accrued interest with respect to the amount to
be  prepaid  shall  have been  paid,  and/or  (b)  reduce  and cancel the unused
Revolving Commitment.  Reductions and cancellations shall be in a minimum amount
of U.S.  $100,000 or whole multiples  thereof.  The Borrower shall give ten (10)
Business Days' prior notice to the Lender of its desire to make any  prepayment,
reduction or cancellation  substantially in the form attached hereto as Schedule
5.2. Any prepayment shall be applied in accordance with Section 5.6.

5.3 Payments Generally

     All amounts owing in respect of the Credit Facility,  whether on account of
principal,  interest or fees or otherwise,  shall be paid in U.S. Dollars.  Each
payment under this  Agreement  shall be made for value on the day the payment is
due,  provided  that if that day is not a Business Day, the payment shall be due
on the  Business  Day next  following  such day,  unless the  Business  Day next
following  the day is in the next  following  month,  in which event the payment
shall be made on the immediately  preceding Business Day. All interest and other
fees shall  continue to accrue  until  payment has been  received by the Lender.
Each payment shall be made at the Account for Payments at or before 1:00 p.m. on
the day the payment is due.

5.4 Taxes

     (1)  Payments.  All  payments  to be made by or on behalf  of the  Borrower
          under or with respect to this  Agreement or any other  Document are to
          be made free and clear of and without deduction or withholding for, or
          on account of, any present or future Taxes,  unless such  deduction or
          withholding is required by Applicable Law. If the Borrower is required
          to deduct or withhold any Taxes from any amount  payable to the Lender
          (a) the amount payable shall be increased as may be necessary so that,
          after  making  all  required  deductions  or  withholdings  (including
          deductions and withholdings applicable to, and taking into account all
          Taxes on, or arising by reason of the payment of,  additional  amounts
          under this  Section  5.4),  the Lender  receives and retains an amount
          equal to the amount that it would have received had no such deductions
          or  withholdings  been  required,  (b) the  Borrower  shall  make such
          deductions or withholdings,  and (c) the Borrower shall remit the full
          amount  deducted or  withheld  to the  relevant  taxing  authority  in
          accordance with Applicable Laws.  Notwithstanding  the foregoing,  the
          Borrower shall not be required to pay additional amounts in respect of
          Excluded Taxes.

     (2)  Indemnity. The Borrower shall indemnify the Lender for the full amount
          of any Taxes (other than Excluded  Taxes) imposed by any  jurisdiction
          on amounts  payable by the Borrower  under this Agreement or any other
          Document  and  paid  by  the  Lender  and  any  liability   (including
          penalties, interest and reasonable expenses) arising therefrom or with
          respect  thereto,  whether or not such Taxes were correctly or legally
          asserted,  and  any  Taxes  levied  or  imposed  with  respect  to any
          indemnity  payment made under this  Section  5.7.  The Borrower  shall
          also,  indemnify the Lender for any Taxes (other than Excluded  Taxes)
          that may arise as a  consequence  of the  execution,  sale,  transfer,
          delivery  or  registration  of,  or  otherwise  with  respect  to this
          Agreement or any other  Document.  The  indemnifications  contained in
          this  Section  5.4(2)  shall be made  within 30 days after the date on
          which the Lender makes written demand therefor.

     (3)  Evidence  of  Payment.  Within  thirty (30) days after the date of any
          payment of Taxes by the  Borrower,  the Borrower  shall furnish to the
          Lender  the  original  or a  certified  copy of a  receipt  evidencing
          payment  by the  Borrower  of any Taxes  with  respect  to any  amount
          payable to the Lender hereunder.

     (4)  Excluded Taxes. For the purpose of Section  4.6(2)(a) and this Section
          5.4,  "Excluded  Taxes"  means,  in relation to the Lender,  any Taxes
          imposed on the net income or capital of the Lender by any Governmental
          Authority  as a  result  of the  Lender  (a)  carrying  on a trade  or
          business or having a permanent  establishment  in any  jurisdiction or
          political  subdivision  thereof, (b) being organized under the laws of
          such jurisdiction or any political  subdivision  thereof, or (c) being
          or being  deemed to be  resident  in such  jurisdiction  or  political
          subdivision thereof.

     (5)  Survival.  The  Borrower's  obligations  under this  Section 5.4 shall
          survive  the  termination  of this  Agreement  and the  payment of all
          amounts payable under or with respect to this Agreement.

5.5 No Set-Off

     All  payments to be made by the Borrower  under any Document  shall be made
without set- off or counterclaim and without any deduction of any kind.

5.6 Application of Payments Before Exercise of Rights

     Subject to the  provisions  of this  Agreement,  all payments made by or on
behalf of the Borrower  before the exercise of any rights  arising under Section
12.3, or otherwise,  shall be paid to the Lender and applied to the  Obligations
as the Lender may deem advisable in its sole discretion.

5.7 Application of Payments After Exercise of Rights Under Section 12

     All payments made by or on behalf of the Borrower after the exercise of any
rights arising under Section 12 (including  proceeds of any  enforcement  action
taken with respect to the Collateral) shall be paid to the Lender and applied to
the Obligations as the Lender may deem advisable in its sole discretion.



                                   SECTION 6
                                    SECURITY

6.1 Further Assurances -Security

     Each Loan Party shall,  forthwith and from time to time on demand,  execute
and do or cause to be executed and done all  assurances  and things which in the
opinion of the  Lender may  reasonably  be  required  to give the Lender (or its
agent) (so far as may be possible under any relevant laws) a security  interest,
charge or similar Lien  satisfactory  to the Lender over all of the property and
assets of the Loan Parties.

6.2 Registration and Perfection

     Forthwith after  execution and delivery of the Security  Documents and from
time to time, each Loan Party shall, at the Lender's  request and at the expense
of the Borrower  register,  file or record the same (or instruments  granting at
least  equivalent  security) in all offices where such  registration,  filing or
recording  is in the  opinion of the Lender  necessary  or of  advantage  to the
creation or perfection of the Security  Documents and the Liens created  thereby
or intended so to be including,  without limitation,  any land registry offices;
and the applicable Loan Party shall deliver to the Lender on demand certificates
establishing such registration,  filing or recording,  and will, at the Lender's
request,  do, observe and perform all matters and things  necessary or expedient
to be done, observed and performed for the purpose of creating,  maintaining and
preserving as valid and effective security the Liens constituted by the Security
Documents and creating, maintaining and preserving the priority thereof.

                                   SECTION 7
                              CONDITIONS PRECEDENT

7.1 Closing Documentation

     The Borrower  agrees to furnish the Lender on the Closing Date prior to the
initial Loan under this Agreement, all in form and substance satisfactory to the
Lender:

     (a)  this Agreement duly executed by all parties thereto;

     (b)  each Security  Document and all other  Documents  duly executed by all
          the parties thereto;

     (c)  opinions of legal counsel to the Loan Parties;

     (d)  officer's  certificates  of each Loan Party  certifying  (a) copies of
          resolutions  of the board of  directors  or members of each Loan Party
          evidencing  approval of the borrowing  hereunder or guarantee thereof;
          (b)  copies  of the  articles  of  incorporation  and  bylaws or other
          constituent  documents,  together with all amendments thereto, of each
          Loan Party;  and (c) the incumbency  and specimen  signatures of those
          Persons  authorized by  resolutions of each Loan Party to execute this
          Agreement and all documents and instruments related thereto;

     (e)  certificates  of status  (or its  equivalent)  in respect of each Loan
          Party from the jurisdiction of incorporation of such Loan Party;

     (f)  all  registrations,  recordings  and filings of or with respect to the
          Security  Documents and other consents,  acknowledgements,  waivers or
          discharges  from third  parties as  necessary,  in the  opinion of the
          Lender,  to grant  to the  Lender  (or its  agent),  a first  priority
          perfected security interest and Lien in the Collateral;;

     (g)  duly executed payout letter  together with the release,  discharge and
          termination of all Liens and  registrations of creditors in respect of
          refinanced short term and long term indebtedness of the Borrower;

     (h)  certificate(s) of insurance (i) evidencing the insurance  requirements
          under this  Agreement,  and (ii)  showing the Lender (or its agent) as
          loss payee on all property  insurance and as additional insured on all
          liability  policies (such  certificates to contain a standard mortgage
          clause and a 30 day notice of cancellation/termination clause);

     (i)  a certificate of the chief executive officer of each of the Borrowers,
          that as of the  Closing  Date,  there  will  have  been (i)  since the
          December 31, 2002 audited financial  statements of each Loan Party, no
          material adverse change in the business,  financial or other condition
          of any of the Loan  Parties,  the  industry  in which  any Loan  Party
          operates,  or the  Collateral  which will be  subject to the  Security
          Documents  or in the  prospects  or  projections  of  any of the  Loan
          Parties,   (ii)  no  litigation  threatened  or  commenced  which,  if
          successful,  would have a material adverse impact on a Loan Party, its
          business,  or its ability to repay the Loans, or which would challenge
          the transactions under consideration, and (iii) since the December 31,
          2002  audited  financial  statements  of each Loan Party,  no material
          increase in the  liabilities,  liquidated or contingent,  of each such
          Loan  Party,  or a material  decrease  in the assets of each such Loan
          Party;

     (j)  Lien search results in form and substance  satisfactory to the Lender,
          including bankruptcy and insolvency, bank act, executions and personal
          property search results evidencing no Liens ranking in priority to the
          security of the Lender (or its agent);

     (k)  such other documents as the Lender may reasonably request.

7.2 Fees and Expenses

     Prior to the making of any Loan under this  Agreement,  the Borrower  shall
have paid or caused to be paid all fees and  expenses  of the  Lender  hereunder
including,  without  limitation,  payment  of legal  fees and  expenses  and the
upfront fee in the amount of  U.S.$25,000  required  under the terms of Lender's
commitment letter to the Borrower.

7.3 Conditions Precedent to All Loans

     The  obligation  of the  Lender  to make a Loan  hereunder  is  subject  to
fulfillment of the following conditions precedent on the date such Loan is made:

     (a)  no Default or Event of Default has occurred and is continuing or would
          arise as a result of making such a Loan; and

     (b)  the  representations  and  warranties  of the  Borrower  contained  in
          Section 8 shall be true and  correct in all  respects on the date such
          Loan is obtained as if such  representations  and warranties were made
          on such date.

                                   SECTION 8
                         REPRESENTATIONS AND WARRANTIES

     The Borrower  represents  and warrants the  following to the Lender,  which
representations and warranties shall be deemed to be continuing  representations
and   warranties   during  the  entire   life  of  this   Agreement   and  which
representations  and warranties  shall be deemed to be repeated on each Drawdown
Date, mutatis mutandis:

8.1 Existence, Power and Qualification; Location of Offices and Collateral

     The Borrower is a corporation duly organized,  validly existing and in good
standing  under  the  laws  of its  jurisdiction  of  incorporation  and is duly
qualified and authorized to do business in each jurisdiction in which failure to
so qualify would  materially  impair the Borrower's  financial  condition or the
ability of the Borrower to carry on its business;  the  execution,  delivery and
performance of this Agreement,  and any other documents and instruments required
under  this  Agreement  are  within  the  corporate  power and  capacity  of the
Borrower,  have  been  duly  authorized,  are  not in  contravention  of any law
applicable  to  the  Borrower  or  the  terms  of  either  of  the  articles  of
incorporation  or bylaws of the  Borrower,  and do not  require  the  consent or
approval of any governmental  body, agency or authority;  and this Agreement and
any other documents and instruments required under this Agreement, when executed
or issued  and  delivered  under this  Agreement  and  appropriate  registration
statements are filed, will constitute valid, binding and enforceable obligations
in accordance with their terms (subject to limitation or enforcement, if any, by
equitable principles, or by bankruptcy, insolvency,  reorganization,  moratorium
or similar laws relating to or affecting creditors rights generally).  The chief
executive  office  and  principal  place of  business  of the  Borrower  and the
location of all inventory,  records concerning accounts receivable and all other
Collateral  subject  to the  Security  Documents,  are  located  as set forth in
Schedule 8.1 for the Borrower.

8.2 Corporate Name

     The  Borrower's  corporate  name is exactly  as set forth in the  signature
pages of this  Agreement  and the Borrower has not changed its  corporate  name,
purchased any  substantial  assets or Capital Stock of any entity,  or merged or
amalgamated  with any other  entity,  nor has it used an assumed  name(s) or any
business names or trade names.

8.3 Authorizations and Approvals

     The execution,  delivery and  performance of this  Agreement,  the Security
Documents and any other Documents by the Borrower,  (i) are not in contravention
of the unwaived  terms of any  indenture,  agreement or undertaking to which the
Borrower is a party or by which the  Borrower is bound,  the  violation of which
could materially impair the Borrower's  financial  condition or ability to carry
on its  business;  (iii) do not violate any law or  regulation,  or any order or
decree of any Governmental Authority; (iv) do not conflict with or result in the
breach or termination of, constitute a default under or accelerate or permit the
acceleration of any performance  required by, any indenture,  mortgage,  deed of
trust,  lease,  agreement or other instrument to which such Person is a party or
by which such Person or any of its property is bound;  (v) do not contravene any
provision  of the  Borrower's  constating  documents;  (vi) do not  require  the
consent or approval of any  Governmental  Authority or any other Person,  except
those that have been duly obtained, made or complied with prior to the effective
date of this  Agreement;  and (vii) do not result in or require the  creation or
imposition of any Lien of any nature  whatsoever  upon any property or assets of
such party, other than in favour of the Lender (or its agent).

8.4 Litigation

     No  material   litigation   or  other   proceeding   before  any  court  or
administrative  agency is pending,  or to the  knowledge  of the officers of the
Borrower are threatened against any Loan Party.

8.5 Title to Assets and Liens

     The Borrower has good and  marketable  title to all of the  properties  and
assets  reflected  on the balance  sheet  referred to in Section 8.12 hereof and
there are no Liens on any assets of the Borrower,  except  Permitted  Liens. The
Borrower  does  not own any  interest  in (1) any  patents  or have  any  patent
applications  pending,  or  (2)  any  trademarks,   trademark  registrations  or
tradenames or has any trademark or tradename  applications pending. The Borrower
has  all  rights  to  use  all  trade  names,  trademarks,   patents  and  other
intellectual  and industrial  property in any way associated with or relating to
the  Collateral  and to assign  such  rights to the  Lender (or its agent) on an
unqualified  basis for the  purposes of  exercising  its rights and  remedies in
respect of the  Collateral,  which  rights and  remedies  shall not be adversely
affected by any event, including, without limitation, the bankruptcy, insolvency
or reorganization of any Affiliate of the Borrower or of any other Person.

8.6 Perfection of Security

     The security  interests granted by the Security  Documents will upon filing
of appropriate  financing  statements in the appropriate  jurisdictions and with
the appropriate  public offices  constitute  valid and continuing first priority
liens on, and first priority  perfected  security interest in, the Collateral in
favour of the Lender (or its agent), prior to all Liens except Permitted Liens.

8.7 Real Properties

     (1)  Schedule 8.7(1) lists all real or immovable property owned (the "Owned
          Properties")  or leased (the "Leased  Properties") by the Borrower and
          sets forth the municipal  addresses thereof ( collectively,  the "Real
          Properties").

     (2)  The Borrower is the absolute  legal and  beneficial  owner of, and has
          good and  marketable  title in fee  simple  to,  the Owned  Properties
          (including  all  buildings  and  structures   thereon  or  appurtenant
          thereto),  free and clear of any and all Liens  other  than  Permitted
          Liens.

     (3)  There are no  agreements,  options,  contracts or commitments to sell,
          transfer or otherwise  dispose of the Owned  Properties or which would
          restrict the ability of the Borrower to transfer the Owned Properties.

8.8 Leases and Leased Properties

     (1)  Schedule  8.7(1)  describes  all leases or  agreements  to lease under
          which the Borrower  leases the Leased  Properties  (collectively,  the
          "Leases").  The names of the payees under the Leases,  the description
          of the  Leased  Properties  (all of  which  are  included  in the Real
          Properties), the term, rent and other amounts payable under the Leases
          are accurately described in Schedule 8.7(1).

     (2)  The  Borrower is  exclusively  entitled to all rights and  benefits as
          lessee under the Leases,  and the  Borrower has not sublet,  assigned,
          licensed or  conveyed  any rights in the Leased  Properties  or in the
          Leases to any other Person.

     (3)  All rental and other  payments  and other  obligations  required to be
          paid and  performed by the  Borrower  pursuant to the Leases have been
          duly paid and performed.  The Borrower is not in default of any of its
          obligations under the Leases.

     (4)  The terms and  conditions  of the Leases will not be affected  by, nor
          will any of the Leases be in default as a result of the  completion of
          the transactions contemplated herein.

8.9 Authorized and Issued Capital

     The authorized and issued capital (including all shares, options, warrants,
general  or  limited  partnership  interests  or  other  equivalents  of or in a
corporation,  partnership,  limited  partnership  or  equivalent  entity) of the
Borrower,  Subsidiaries  of the Borrower and  Affiliates of the Borrower and the
registered  holders  of such  capital  are as set forth in  Schedule  8.9 hereto
(together with a corporate  chart) and all of the issued and outstanding  shares
and securities are issued and outstanding as fully-paid and  non-assessable  and
no Person has any option or right to  acquire  any shares in the  capital of the
Borrower,  Subsidiaries of the Borrower and Affiliates of the Borrower except as
set forth in such  Schedule.  No  capital  of the  Borrower  has been  issued in
violation of any  Applicable  Law, the  articles of  incorporation,  by- laws or
other  constating  documents of the  Borrower or the terms of any  shareholders'
agreement or any other agreement to which the Borrower is a party or by which it
is bound.

8.10 ERISA

     The  Borrower  does not  maintain or  contribute  to any  employee  pension
benefit plan subject to Title IV of the "Employee Retirement Income Security Act
of 1974" (herein called "ERISA").

8.11 Canadian Benefit and Pension Plans

     Schedule 8.11 sets forth all Canada  Benefit Plans and Canada Pension Plans
adopted by the Borrower as of the date hereof.  The Canadian  Pension  Plans are
duly  registered  under  the ITA and all other  applicable  laws  which  require
registration  and no event has occurred which is reasonably  likely to cause the
loss of such registered  status. The Borrower does not make any contributions in
respect of a  multi-employer  pension  plan.  All  material  obligations  of the
Borrower   (including   fiduciary,   funding,   investment  and   administration
obligations)  required to be performed in respect of the Canadian  Pension Plans
and the Canadian  Benefit  Plans and the funding  agreements  therefor have been
performed  in a timely  fashion.  There  have been no  improper  withdrawals  or
applications of the assets of the Canadian Pension Plans or the Canadian Benefit
Plans. There are no outstanding  disputes  concerning the assets of the Canadian
Pension Plans or the Canadian  Benefit Plans.  The most recent  actuarial report
respecting each of the Canadian Pension Plans has been filed with all applicable
regulatory authorities in a timely fashion and has been delivered to the Lender.

8.12 Financial Statements

     To the best of the Borrower's knowledge,  the internal financial statements
of each of the  Loan  Parties  dated  December  31,  2002  and the  most  recent
financial  statements of each of the Loan Parties,  previously  furnished to the
Lender,  are complete and correct and fairly present the financial  condition of
the Loan Parties and the results of their  operations as required by GAAP; since
said  dates  there  have  been no  material  adverse  changes  in the  financial
condition of any Loan Party; no Loan Party has contingent obligations (including
any liability  for taxes) not disclosed by or reserved  against in the financial
statements,  and  at the  present  time  there  are no  material  unrealized  or
anticipated  losses from any present  commitment  of any Loan Party  required by
GAAP to be disclosed.

8.13 Tax Returns

     All Tax returns  and Tax reports of each Loan Party,  required by law to be
filed,  have been duly filed or extensions  obtained,  and all Taxes (other than
those  presently  payable without penalty and those currently being contested in
good faith for which  adequate  reserves  have been  established)  upon the Loan
Parties (or any of their  properties)  which are due and payable have been paid.
The  charges,  accruals and reserves on the books of the Loan Parties in respect
of Taxes for all periods are adequate.

8.14 No Default

     To the best of the Borrower's knowledge,  there exists no default under the
provision  of any  instrument  evidencing  any Debt of any Loan  Party or of any
agreement relating thereto.

8.15 Compliance with Laws

     Each Loan Party is in the conduct of its  business,  in  compliance  in all
material respects with all applicable Canadian and United States federal, state,
provincial or local laws,  statutes,  ordinances and  regulations  applicable to
them.  Each Loan Party has all approvals,  authorizations,  consents,  licenses,
orders and other permits of all governmental  agencies and authorities,  whether
Canadian  or United  States  federal,  state or local,  required  to permit  the
operation of its business as presently conducted,  except for any such as may be
obtained in the  ordinary  course of business  and lack of which has no material
adverse effect on the business as presently conducted.

8.16 Full Disclosure

     No  representation  or  warranty by a Loan Party in this  Agreement  or any
Security  Document,  nor  any  statement  or  certificate  (including  financial
statements)  furnished or to be furnished to the Lender pursuant hereto contains
or will contain any untrue  statement of any fact or omits or will omit to state
a fact necessary to make such representation, warranty, statement or certificate
not  misleading  when  made;  provided,   as  to  financial   statements,   this
representation is based on the best knowledge of the Borrower.

8.17 Environmental Litigation

     No Loan Party is a party to any  litigation or  administrative  proceeding,
nor is any litigation or administrative  proceeding  threatened against any Loan
Party,  which in either case (A) asserts or alleges  that a Loan Party  violated
Environmental  Laws,  (B)  asserts or alleges  that a Loan Party is  required to
clean up, remove or take remedial or other response  action due to the disposal,
depositing,  discharge,  leaking or other release of any hazardous substances or
materials, or (C) asserts or alleges that a Loan Party is required to pay all or
a  portion  of the cost of any  past,  present  or future  cleanup,  removal  or
remedial  or other  response  action  which  arises  out of or is related to the
disposal,  depositing,  discharge,  leaking or other  release  of any  hazardous
substances or materials.

8.18 Environmental Conditions

     To the best  knowledge of the Borrower,  there are no  conditions  existing
currently  or likely to exist  during  the term of this  Agreement  which  would
subject a Loan Party to damages,  penalties,  injunctive relief or cleanup costs
under  any  applicable  Environmental  Laws or which  require  or are  likely to
require  cleanup,  removal,  remedial  action  or  other  response  pursuant  to
applicable Environmental Laws by such Loan Party.

8.19 Environmental Laws

     No Loan Party is subject to any judgment, decree, order or citation related
to or arising out of  applicable  Environmental  Laws and no Loan Party has been
named or listed as a potentially  responsible  party by any governmental body or
agency in a matter arising under any applicable Environmental Laws.

8.20 Environmental Approvals

     To the best  knowledge  of the  Borrower,  each Loan Party has all permits,
licenses and approvals required under applicable Environmental Laws.

8.21 Margin Stock

     No  Loan  Party  is  engaged  principally,  or  as  one  of  its  important
activities, in the business of extending credit for the purpose of purchasing or
carrying any "margin  stock"  within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System, and no part of the proceeds of any loan
hereunder will be used, directly or indirectly,  to purchase or carry any margin
stock or to extend  credit to others for the purpose of  purchasing  or carrying
any margin stock or for any other purpose which might violate the  provisions of
Regulation G, T, U or X of the said Board of  Governors.  No Loan Party owns any
margin stock.

8.22 Insurance

     The  Borrower   maintains   insurance   coverage  in  compliance  with  the
requirements  of Section 9.5  particulars  of which are set out in Schedule 8.22
hereto.

8.23 Labour Matters

     To the  best  knowledge  of the  Borrower,  as of the  Closing  Date (1) no
strikes or other material  labour  disputes  against any of the Loan Parties are
pending or  threatened;  (2) all  payments  due from any Loan Party for employee
health and welfare  insurance  have been paid or accrued as a  liability  on the
books of such Loan  Party;  (3) except as set forth in  Schedule  8.23,  no Loan
Party is a party to or bound by any collective bargaining agreement,  management
agreement,  consulting  agreement  or any  employment  agreement  (and  true and
complete copies of any agreements described on Schedule 8.23 have been delivered
to the Lender); and (4) there is no organizing activity involving any Loan Party
pending or threatened by any labour union or group of employees.

8.24 No Event of Default

     To the best  knowledge  of the  Borrower,  no event of  default  listed  in
Section 12.1 ("Event of Default")  has occurred and is  continuing  and no event
that,  with the lapse of time and/or  giving of notice or both,  would become an
Event of Default ("Default") has occurred and is continuing.

                                   SECTION 9
                              AFFIRMATIVE COVENANTS

     Except as otherwise  specified,  the Borrower  covenants and agrees that it
will, so long as the Lender is committed to make any Loans under this  Agreement
and so long as any indebtedness remains outstanding under this Agreement:

9.1 Financial and Other Information

     Furnish to the Lender:

     (a)  as soon as available  and in any event  within  ninety (90) days after
          the end of each fiscal year annual audited individual and consolidated
          financial statements for each Loan Party, including a balance sheet as
          of the end of such fiscal year and the related  statements  of income,
          retained earnings and cashflows for such fiscal year, each prepared in
          accordance  with GAAP and audited by independent  certified  public or
          chartered  accountants  reasonably  acceptable  to  the  Lender  and a
          reliance letter from independent auditors in favour of the Lender;

     (b)  as soon as available  and in any event  within  thirty (30) days after
          the end of each month,  a copy of the management  prepared  individual
          financial  statements  for each Loan Party,  including a balance sheet
          and related statements of income,  retained earnings and cashflows for
          such month,  prepared in accordance with GAAP, each certified (subject
          to year-end adjustments) by an officer of the applicable Loan Party;

     (c)  within  twenty (20) days after and as of the end of each month (and at
          such other  times as the  Lender may  request)  (i) a  Borrowing  Base
          Certificate for the previous month,  (ii) agings of trade  receivables
          and payables (aged as of invoice  date),  (iii) agings of the Accounts
          and a schedule  identifying  each Eligible  Account (not previously so
          identified),  and (iv) reports as to the amount of Eligible Inventory,
          (for the purpose of this paragraph 9.1(e),  each capitalized term used
          in this  paragraph and not defined herein shall have the meaning given
          to it in the Advance Formula Agreement);

     (d)  within  seven  (7)  days  after  and as of the  end of  each  week,  a
          Borrowing Base Certificate in form and detail  satisfactory to Lender;
          and

     (e)  from time to time,  such further  information  regarding  the business
          affairs and financial  condition of any Loan Party,  as the Lender may
          reasonably request.

9.2 Claims and Taxes

     Pay and discharge all Taxes and all contractual obligations calling for the
payment of money, before any interest or penalty for non-payment thereof becomes
payable,  unless and to the extent only that such payment is being  contested in
good faith and with adequate reserves.

9.3 Access and Audits

     Permit the  Lender,  through  its  authorized  attorneys,  accountants  and
representatives,  to examine the books, accounts, records, ledgers and assets of
every kind and description of the Borrower at all reasonable times during normal
business hours upon oral or written request of the Lender.  Notwithstanding  the
foregoing, the Lender may, at the expense of the Borrower, arrange for an annual
(or  more  frequently,  if  required  by the  Lender)  account  receivables  and
inventory audits in form and substance satisfactory to the Lender.

9.4 Notice of Default or Material Adverse Change

     Promptly  notify the Lender of any condition or event of which the Borrower
becomes  aware  which  constitutes  a Default or Event of Default  and  promptly
inform the Lender of any material  adverse change in the financial  condition of
any Loan Party.

9.5 Insurance

     Maintain,  and shall cause each of its Subsidiaries to maintain,  insurance
coverage,  adequate  fire and extended  risk  coverage,  business  interruption,
workers'  compensation,  public liability and such other insurance  coverages as
are  customarily  carried by companies  which are engaged in the same or similar
business to the  business  of the  Borrower or as may be required by the Lender.
All insurance policies shall be in such amounts, upon such terms, and be in form
acceptable to the Lender,  and shall be carried with insurers  acceptable to the
Lender.  The  Borrower  shall  provide the Lender with a binder of  insurance or
other evidence  satisfactory  to the Lender of all insurance  coverages and that
the  policies  are in full force and effect,  and (a) all  property and business
interruption  insurance  coverages upon the Collateral shall name the Lender (or
its agent) as a loss payee and include the standard non-contributory "mortgagee"
or "secured  party"  clause  approved  by the  Insurance  Bureau of Canada,  and
provide that no cancellation,  reduction in amount or change in coverage thereto
shall be effective  until at least thirty (30) days after  receipt by the Lender
(or its agent) of written notice thereof and shall be endorsed to require thirty
(30)  days  advance  written  notice  to  the  Lender  (or  its  agent)  of  any
cancellation  of coverage,  and (b) all general  liability  and other  liability
insurance  shall  name  Lender  (or its  agent) as  additional  insured.  If the
Borrower or any  Subsidiary  thereof fails to maintain  insurance as provided in
this Agreement,  such failure shall be a default under Section 12 and the Lender
may obtain  insurance  but shall  have no  obligation  to do so; all  amounts so
expended  by the  Lender  shall  be  added to the  obligations  of the  Borrower
hereunder or shall be payable on demand at the Lender's option.

9.6 Corporate Existence

     Preserve and  maintain the legal  existence of the Borrower and such of its
rights,  licenses and privileges as are material to its business and operations;
and qualify and remain  qualified to do business in each  jurisdiction  in which
such  qualification  is material to its business and operations or the ownership
of its properties. The Borrower shall keep adequate books and records of account
with respect to its business activities, in which proper entries, reflecting all
of its financial transactions, are made in accordance with GAAP.

9.7 Compliance with Laws

     Comply  in  all  material   respects  with  all  applicable  laws,   rules,
regulations and orders of any governmental authority.

9.8 Advance Formula Agreement

     Maintain the formula set forth in the Advance Formula  Agreement and in the
event that indebtedness shall at any time exceed such formula including, without
limitation, due to exchange rate fluctuations, then the Borrower shall forthwith
pay to the Lender  sufficient  sums to reduce  the  indebtedness  thereunder  to
comply with said formula.

9.9 ERISA Compliance

     Comply in all respects with all requirements  imposed by ERISA as presently
in effect  or  hereafter  promulgated  and  promptly  notify  the  Lender if the
Borrower  commences to maintain or contribute to any employee  pensions  benefit
plan subject to ERISA and to provide the Lender with such further  disclosure as
it may request with respect thereto.

9.10 Canada Benefit and Pension Plans

     For each existing  Canadian  Pension Plan,  the Borrower  shall ensure that
such plan retains its registered  status under and is  administered  in a timely
manner in all  respects in  accordance  with the  applicable  pension plan text,
funding  agreement,  the ITA and all other  applicable  laws.  For each Canadian
Pension  Plan  hereafter  adopted or  contributed  to by the  Borrower  which is
required  to be  registered  under the ITA or any  other  applicable  laws,  the
Borrower shall use its best efforts to seek and receive  confirmation in writing
from the  applicable  regulatory  authorities  to the  effect  that such plan is
unconditionally  registered  under the ITA and such other  applicable  laws. For
each existing  Canadian Pension Plan and Canadian Benefit Plan hereafter adopted
or  contributed  to by the  Borrower,  the  Borrower  shall in a timely  fashion
perform in all material respects all obligations (including fiduciary,  funding,
investment  and  administration   obligations)   required  to  be  performed  in
connection with such plan and the funding therefor.

9.11 Financial Covenants

     The Borrower shall maintain at all times on a combined basis with Tecstar:

     (a)  A ratio of  Total  Debt to  Tangible  Net  Worth of not more  than the
          following amounts during the periods specified below:

                  December 31, 2002 through September 29, 2003  10.0 to 1.0
                  September 30, 2003 through March 30, 2004     6.0 to 1.0
                  March 31, 2004 and thereafter                 5.0 to 1.0

     (b)  A Tangible Net Worth of not less than the following amounts during the
          periods specified below:

                  December 31, 2002 through March 30, 2003       $1,000,000
                  March 31, 2003 through June 29, 2003           $1,500,000
                  June 30, 2003 through September 29, 2003       $2,000,000
                  September 30, 2003 through December 30, 2003   $2,500,000
                  December 31, 2003 through March 30, 2004       $2,750,000
                  March 31, 2004 and thereafter                  $3,000,000

     (c)  Working  Capital  of not less than the  following  amounts  during the
          periods specified below:

                  December 31, 2002 through March 30, 2003      ($2,500,000)
                  March 31, 2003 through June 29, 2003          ($2,250,000)
                  June 30, 2003 through September 29, 2003      ($2,000,000)
                  September 30, 2003 through December 30, 2003  ($1,750,000)
                  December 31, 2003 through March 30, 2004      ($1,500,000)
                  March 31, 2004 and thereafter                 ($1,250,000)



9.12 Compliance Certificate

     The Borrower shall furnish to the Lender  concurrently with the delivery of
each of the financial statements required by Section 9.1(a) and 9.1(b) hereof, a
statement  prepared and certified by the chief financial officer of the Borrower
(a)  setting  forth  all  computations  necessary  to show  compliance  with the
financial  covenants set forth in Section 9.11 as of the date of such  financial
statements, (b) stating that as of the date thereof, no condition or event which
constitutes  a Default  or an Event of Default  hereunder  has  occurred  and is
continuing,  or if any such event or condition has occurred and is continuing or
exists,  specifying in detail the nature and period of existence thereof and any
action taken with respect  thereto taken or contemplated to be taken by the Loan
Parties and (c) stating that the signer has  personally  reviewed this Agreement
and that such  certificate is based on an examination  sufficient to assure that
such certificate is accurate.

9.13 Banking Relationship

     The Borrower shall maintain all bank accounts with the Lender.

9.14 Further Assurances

     At any time or from time to time,  upon the request of the  Lender,  and at
the sole  expense of the  Borrower,  the Borrower  shall  execute and deliver or
cause to be executed and delivered such further documents and do such other acts
and  things as the Lender may  reasonably  request in order to effect  fully the
purpose  of this  Agreement  and other  agreements  contemplated  hereby  and to
provide for payment of and security for the Loans made  hereunder and the rights
and  powers  granted  herein in  accordance  with the  terms of this  Agreement,
including,  without  limitation,  the filing of any  financing  or  continuation
statements  under the  relevant  personal  property  security  legislation  with
respect to the liens and security  interests granted in the Security  Documents,
transferring  collateral a security interest in which is perfected by possession
to Lender's  (or its agent's)  possession,  and using its best efforts to obtain
waivers from landlords and mortgagees.  The Borrower also hereby  authorizes the
Lender (or its agent) to file any financing or continuation  statements  without
the  signature of such Loan Party,  as  applicable,  to the extent  permitted by
applicable law.

                                   SECTION 10
                               NEGATIVE COVENANTS

     Except as otherwise  specified,  the Borrower  covenants and agrees that so
long as the  Lender is  committed  to make any Loans  under this  Agreement  and
thereafter so long as any indebtedness remains outstanding under this Agreement,
the Borrower will not, and will cause its Subsidiaries not to, without the prior
written consent of the Lender:

10.1 Changes in Capital Structure

     Purchase,  acquire or redeem any of its Capital  Stock or make any material
change in its capital  structure,  organizational  documents or general business
objects or purposes.

10.2 Fundamental Change

     Fundamentally   change  the  nature  of  its   business,   enter  into  any
amalgamation,  merger,  consolidation,  reorganization or  recapitalization,  or
reclassify its Capital Stock or liquidate, wind up or dissolve itself (or suffer
any liquidation or dissolution),  or convey,  sell, assign,  lease,  transfer or
otherwise  dispose of, in one  transaction or a series of  transactions,  all or
substantially  all of its  business,  property  or assets,  whether now owned or
hereafter acquired, or acquire by purchase or otherwise all or substantially all
the  business,  property or assets,  of any Person or any shares of stock of any
Person except in connection with a corporate  restructuring  of the Loan Parties
which has been approved by the Lender in writing.

10.3 Dispositions

     Sell, assign, transfer,  convey or otherwise dispose of its assets, whether
now owned or hereafter  acquired,  except sales of inventory in the ordinary and
usual  course of  business  and sales or other  dispositions  of  machinery  and
equipment  to  the  extent  not  exceeding  market  value  of  C$100,000  or the
Equivalent Amount thereof during any single fiscal year.

10.4 Guarantees

     Guarantee  or  otherwise  in any  way  become  or be  responsible  for  the
obligations of any other Person  (whether by agreement or otherwise) to purchase
the indebtedness of any other Person through the purchase of goods,  supplies or
services, or by way of stock purchase, capital contribution, advance or loan for
the purpose of paying or discharging the  indebtedness  of any other Person,  or
otherwise,  except  guarantees  in favor of the  Lender  and except as listed in
Schedule 10.4.

10.5 Indebtedness

     Incur, create, assume or permit to exist any Debt, except:

     (a)  current unsecured trade, utility or non-extraordinary accounts payable
          arising in the ordinary course of business;

     (b)  all the Loans and other Obligations hereunder;

     (c)  purchase money indebtedness and Capital Leases in respect of machinery
          and  equipment,  not to exceed  C$250,000,  or the  Equivalent  Amount
          thereof in the aggregate at any time outstanding;

     (d)  existing indebtedness described in attached Schedule 10.5(d).

10.6 Dividends

     Declare or pay any dividends on, or make any other distribution (whether by
reduction  of capital or  otherwise)  with  respect to, any shares of any of its
capital stock.

10.7 Investments

     Purchase or hold beneficially any stock or other securities of, or make any
investment in, or make, accrue or permit to exist loans or advances of money to,
any  Person,  through the direct or  indirect  lending of money,  or acquire any
interest  whatsoever  in, any other Person or entity,  except for existing loans
and  advances  described  in  attached  Schedule  10.7 and  loans  and  advances
permitted by Section 10.11.

10.8 Liens and Encumbrances

     Create,  incur, assume or suffer to exist any Lien upon any of its property
or assets, whether now owned or hereafter acquired, except for Permitted Liens.

10.9 Business Activity

     Engage in any  business  other than the  business in which the  Borrower or
such Subsidiary is engaged as of the date hereof or any businesses or activities
substantially  similar or related  thereto or take any material action except in
the ordinary and usual course of business of the Borrower or such Subsidiary.

10.10 Change of Name; Business Offices

     Change its name,  identity,  jurisdiction of  incorporation or relocate its
chief  executive  office or any of its  business  locations  unless the Borrower
shall have  given the Lender at least  thirty  (30) days  prior  written  notice
thereof  and shall  have taken all  action  (or made  arrangements  to take such
action substantially simultaneously with such change if it is impossible to take
such action in  advance)  necessary  or  reasonably  requested  by the Lender to
maintain the  perfection  and priority of the Lender's (or its agent's)  Lien in
the Collateral and to amend any financing statements, continuation statements or
other  documents  so  that  such  statements  or  documents  are  not  seriously
misleading.

10.11 Extension of Credit

     Make any loans,  advances of credit or  extension  of credit to any Person,
except sales on open account or in the ordinary course of business.

10.12 ERISA

     Directly or indirectly,  enter into,  maintain or make contributions to any
employee pension plan that is subject to Title IV or ERISA.

10.13 Canada Benefit and Pension Plans

     Directly or indirectly, (a) terminate or cause to terminate, in whole or in
part, or initiate the termination of, in whole or in part, any Canadian  Pension
Plan;  (b) permit to exist any event or  condition  in  respect of any  Canadian
Pension Plan which  presents the risk of  liability to the  Borrower;  (c) enter
into any new Canadian  Pension Plan or Canadian  Benefit Plan or modify any such
existing plans so as to increase its  obligations  thereunder;  (d) fail to make
minimum  required  contributions  to amortize any funding  deficiencies  under a
Canadian  Pension Plan within the time period set out in  applicable  laws;  (e)
fail to make a required contribution under any Canadian Pension Plan or Canadian
Benefit Plan which could result in the  imposition  of a Lien upon the assets of
the Borrower or any of its  Subsidiaries  within thirty (30) days after the date
such payment  becomes due, unless such payment is being contested in good faith;
(f) make any  improper  withdrawals  or  applications  of assets  of a  Canadian
Pension Plan or Canadian Benefit Plan; (g) accept payment of any amount from any
Canadian  Pension  Plan;  or (h) merge any Canadian  Pension Plan with any other
pension plan.

10.14 Subsidiaries

     Create or acquire any Subsidiary.

10.15 Subordination of Indebtedness

     Subordinate any indebtedness due to any Loan Party.

10.16 Capital Expenditures

     Make or  become  obligated  to  make  Capital  Expenditures  in  excess  of
C$500,000 or the  Equivalent  Amount  thereof in the  aggregate  for each fiscal
year.

10.17 Accounting Practices

     Make any significant change in accounting treatment and reporting practices
except for changes concurred in by their accountants and the Lender.

10.18 Hedging Activities

     Enter into or engage in any transaction  involving interest rate,  currency
or commodity options, swaps, futures contracts or similar transactions.

10.19 Sale -Leasebacks

     Engage  in any  sale-leaseback,  synthetic  lease  or  similar  transaction
involving any of its assets.

10.20 Operating Leases

     Enter into any operating  lease of equipment or real estate (with any third
party),  if the aggregate for all such operating  lease payments  payable in any
year for the Loan Parties and their  Subsidiaries on a consolidated  basis would
exceed C$500,000 or the Equivalent Amount thereof.

10.21 Fiscal Year End

     Make any change to its fiscal year-end without the prior written consent of
the Lender.

                                   SECTION 11
                            ENVIRONMENTAL PROVISIONS

11.1 Compliance with Environmental Laws

     The  Borrower  shall  comply with all  applicable  Environmental  Laws in a
timely manner.

11.2 Environmental Notices

     The Borrower shall provide to the Lender,  immediately upon receipt, copies
of any correspondence, notice, pleading, citation, indictment, complaint, order,
decree or other document from any source asserting or alleging a circumstance or
condition which requires or may require a financial contribution by the Borrower
or a cleanup,  removal,  remedial  action or other response by or on the part of
the  Borrower  under  applicable  Environmental  Laws or which seeks  damages or
civil, criminal or punitive penalties from the Borrower for an alleged violation
of Environmental Laws.

11.3 Environmental Conditions

     The  Borrower  shall  promptly  notify the Lender in writing as soon as the
Borrower  becomes  aware  of any  condition  or  circumstance  which  makes  the
environmental  warranties or  representations  in this  Agreement  incomplete or
inaccurate as of any date.

11.4 Environmental Consultant

     In the event of any condition or circumstance  that makes any environmental
warranty,  representation  and/or  agreement  incomplete or inaccurate as of any
date,  the  Borrower  shall,  at  its  sole  expense,  retain  an  environmental
professional  consultant,  reasonably  acceptable  to the  Lender,  to conduct a
thorough and complete environmental audit regarding the changed condition and/or
circumstance and any environmental  concerns arising from that changed condition
and/or  circumstance.  A copy of the environmental  consultant's  report will be
promptly delivered to the Lender upon completion.

11.5 Environmental Audit

     At any time the Borrower,  directly or indirectly  through any professional
consultant or other  representative,  determines  to undertake an  environmental
audit,  assessment or  investigation,  the Borrower,  shall promptly provide the
Lender with written notice of the initiation of the environmental  audit,  fully
describing  the purpose and intended  scope.  Upon  receipt,  the Borrower  will
promptly  provide to the Lender copies of all final findings and  conclusions of
any such environmental investigation. Preliminary findings and conclusions shall
be provided if final reports have not been completed and delivered to the Lender
within sixty (60) days  following  completion  of the  preliminary  findings and
conclusions.

11.6 Indemnity

     The Borrower hereby indemnifies and holds the Lender, its agents and any of
their past, present and future officers,  directors,  shareholders and employees
harmless from any and all loss, damages,  suits, penalties,  costs,  liabilities
and  expenses   (including   but  not  limited  to   reasonable   investigation,
environmental audit and legal expenses) arising out of any claim, loss or damage
of any property,  injuries to or death of persons,  contamination  of or adverse
affects on the  environment,  or any violation of any  applicable  Environmental
Laws, due to any acts of the Borrower,  its officers,  directors,  shareholders,
employees, consultants and/or representatives. In no event shall the Borrower be
liable hereunder for any loss, damages, suits, penalties,  costs, liabilities or
expenses arising from any act of gross negligence of the Lender or its agents or
employees.  It is expressly  understood and agreed that (A) the indemnifications
granted  herein are  intended  to protect  the Lender and its past,  present and
future officers,  directors,  shareholders,  employees,  agents, consultants and
representatives  from any  claims  that  may  arise by  reason  of the  security
interest,  liens and/or mortgages granted to the Lender (or its agent), or under
any other document or agreement  given to secure  repayment of any  indebtedness
from any Loan Party, whether or not such claims arise before or after the Lender
has foreclosed upon and/or otherwise become the owner of any such property;  (B)
all  obligations  of  indemnity  as provided  hereunder  shall be secured by the
Security Documents;  and (C) the provisions hereof shall be continuing and shall
survive the repayment of any indebtedness from the Borrower to the Lender.

11.7 Environmental Approvals

     The Borrower  shall maintain all permits,  licenses and approvals  required
under applicable Environmental Laws.

                                   SECTION 12
                                    DEFAULTS

12.1 Events of Default

     Upon occurrence of any of the following events of default:

     (a)  non-payment by the Borrower of any principal,  interest, fees or other
          amounts due under the terms of this Agreement or any Document when due
          in accordance with the terms thereof;

     (b)  default in the  observance or  performance  of any of the  conditions,
          covenants or agreements of the Borrower set forth in Sections  9.1(c),
          (d), 9.3, 9.4, 9.5, 9.8, 9.11, 9.13 or Section 10;

     (c)  default in the  observance or  performance  of any of the  conditions,
          covenants or agreements of the Borrower set forth in Section 9.1(a) or
          (b) or 9.12 and continuance for ten (10) days;

     (d)  default  in  the  observance  or  performance  of  any  of  the  other
          conditions,  covenants  or  agreements  of any Loan  Party  under  any
          Document herein set forth and continuance of such default for a period
          of thirty (30) days following the occurrence of such event;

     (e)  any representation or warranty made by any Loan Party herein or in any
          instrument submitted pursuant hereto proves to have been untrue in any
          material respect when made;

     (f)  default in the payment when due of any Debt (other than in clause (a))
          of  any  Loan  Party  or in  the  observance  or  performance  of  any
          conditions,  covenants  or  agreements  related or given with  respect
          thereto beyond any applicable grace period;

     (g)  judgment(s) for the payment of money in excess of the sum of CS$25,000
          or the Equivalent  Amount  thereof in the aggregate  shall be rendered
          against any Loan Party,  and such  judgment(s)  shall  remain  unpaid,
          unvacated, unbonded or unstayed by appeal or otherwise for a period of
          thirty (30) consecutive days from the date of its/their entry;

     (h)  [intentionally left blank];

     (i)  any loss or  destruction  of the property  and/or the assets of a Loan
          Party;  (j) any  Environmental  Liability  incurred by any of the Loan
          Parties  which is in excess of the sum of CS$25,000 or the  Equivalent
          Amount thereof in the aggregate;

     (k)  any order,  judgment or decree shall be entered against any Loan Party
          or any of its Subsidiaries decreeing the dissolution or division of it
          and such order shall  remain  unpaid,  undischarged  or unstayed for a
          period in excess of thirty (30) days;

     (l)  the Loan Parties and any of its  Subsidiaries  cease to conduct all or
          any material part of their  business or is enjoined,  restrained or in
          any way prevented by any Governmental Authority from conducting all or
          any  material  part  of its  business  affairs  and  the  same  is not
          discharged within thirty (30) business days thereafter;

     (m)  any statement,  report,  financial  statement,  or certificate made or
          delivered  by any of the Loan Parties or any of its  Subsidiaries,  or
          any of their  officers,  employees  or  agents,  to the Lender (or its
          agent) is not true and correct in any material respect when made;

     (n)  a writ, execution or attachment or similar process is issued or levied
          against all or any part of the  property of any of the Loan Parties in
          connection  with any  judgment  against  such Loan  Party in an amount
          exceeding  C$25,000 or the  Equivalent  Amount  thereof and such writ,
          execution,  attachment  or similar  process is not  lifted,  stayed or
          terminated within thirty (30) days of notice of such being received by
          such Loan Party.

     (o)  the   commencement  or  acquiescence  of  any  Loan  Party  of  or  in
          proceedings for substantive  relief with respect to such Loan Party in
          any  bankruptcy,   insolvency,  debt  restructuring,   reorganization,
          readjustment  of  debt,  dissolution,  liquidation  or  other  similar
          proceedings  (including,  without  limitation,  proceedings  under the
          Bankruptcy   and   Insolvency   Act  (Canada),   the   Winding-up  and
          Restructuring Act (Canada),  the Companies' Creditors  Arrangement Act
          (Canada), or other similar federal, provincial or foreign legislation)
          including,  without  limitation,  the filing of a proposal  or plan of
          arrangement or a notice of intention to file same, or proceedings  for
          the appointment of a trustee, interim receiver, receiver, receiver and
          manager, custodian, liquidator, provisional liquidator, administrator,
          sequestrator or other like official with respect to such Loan Party or
          all or any  substantial  part of the assets of such Loan Party, or any
          similar relief;

     (p)  petition or any other proceeding or case shall be filed, instituted or
          commenced  with  respect  to any  Loan  Party  under  any  bankruptcy,
          insolvency,   debt   restructuring,   reorganization,   incorporation,
          readjustment of debt, dissolution,  liquidation, winding-up or similar
          law, now or hereafter in effect, seeking the bankruptcy,  liquidation,
          reorganization,  dissolution,  winding-up, composition or readjustment
          of debts of any Loan  Party,  the  appointment  of a trustee,  interim
          receiver,  receiver,  receiver  and  manager,  custodian,  liquidator,
          provisional  liquidator,  administrator,  sequestrator  or other  like
          official  for any  Loan  Party or all or any  substantial  part of the
          assets  of  any  Loan  Party,  or  any  similar  relief,  unless  such
          proceedings  are  commenced by a party other than the Loan Parties and
          are being diligently contested by such Loan Party, as applicable,  and
          are  stayed  within  thirty  (30) days from the date of notice of such
          proceeding being received by such Loan Party, as applicable,  of their
          commencement  and  continue to be  diligently  contested  by such Loan
          Party, as applicable, and stayed until such proceedings are dismissed,
          vacated or otherwise discharged; and

     (q)  any Person including,  without  limitation,  a receiver,  receiver and
          manager,  or other similar  official  whether  appointed  privately or
          judicially, is appointed for any Loan Party or takes possession of all
          or part of its properties or assets unless such appointment is made on
          the  application  or by the act of a party other than the Loan Parties
          without notice to the Loan Parties and is being  diligently  contested
          by the Loan Parties and is stayed  within  thirty (30) days after such
          appointment  and  continues to be contested  by the Loan  Parties,  as
          applicable and stayed until such appointment is dismissed,  vacated or
          otherwise discharged,

     (r)  if there  shall  occur any  change  in the  management,  ownership  or
          control  of the  Borrower  which  in the  sole  judgment  of  Bank  is
          reasonably likely to have a material adverse effect on the Borrower,

then,  or at any time  thereafter,  unless such default is first  remedied,  the
Lender may give notice to the Borrower (a) declaring that its commitment to make
further  Loans  under the  Credit  Facility  has  expired or (b)  declaring  all
outstanding  indebtedness  hereunder  to  be  due  and  payable,  whereupon  all
indebtedness then outstanding hereunder shall immediately become due and payable
without  further notice and demand,  as the case may be;  provided that upon the
occurrence of any event  specified in Section  12.1(n) to Section 12.1(q) above,
the Obligations  then outstanding  hereunder become  immediately due and payable
and the Lender's  commitment  to make further Loans under this  Agreement  shall
automatically terminate.

     Immediately  upon receipt of a  declaration  under this Section  12.1,  the
Borrower shall pay to the Lender all amounts  outstanding  hereunder  including,
without  limitation,  the  maximum  amount  payable  to  the  Lender  under  all
outstanding  Letters of Credit which are unmatured or  unexpired,  which amounts
shall  be  held  by  the  Lender  as  collateral  security  for  the  Borrower's
obligations with respect to those Letters of Credit.  The Borrower shall execute
such security  documents with respect to those Letters of Credit and any amounts
paid in respect thereof as the Lender shall require.

12.2 Waiver of Default

     No express or implied waiver by the Lender of any default  hereunder  shall
in any  way be or be  construed  to be a  waiver  of any  future  or  subsequent
default.  The Borrower  hereby waives any rights now or thereafter  conferred by
statute  or  otherwise  which may limit or modify  any of the  Lender's  (or its
agent's) rights or remedies  hereunder or under any documents made in connection
herewith. The Borrower acknowledge and agree that the exercise by the Lender (or
its agent) of any rights or remedies  hereunder or under any  documents  made in
connection herewith without having declared an acceleration shall not in any way
alter,  affect or prejudice  the right of the Lender to make such a  declaration
hereunder at any time.

12.3 Rights Upon Default

     Upon the occurrence of a Default or Event of Default hereunder,  the Lender
is hereby  authorized by the Borrower from time to time,  without notice to: (a)
set off and  apply  any and all  amounts  owing by the  Lender  to the  Borrower
against and on account of the obligations  outstanding  hereunder;  (b) hold any
amounts owing by the Lender as collateral to secure  payment of the  obligations
outstanding  hereunder  to the extent  that those  amounts  may be  required  to
satisfy any  contingent or unmatured  obligations;  and (c) return as unpaid for
insufficient  funds  any and all  cheques  and other  items  drawn  against  any
deposits so held as the Lender in its sole discretion may elect.

12.4 Lender May Debit Accounts

     THE BORROWER AUTHORIZES AND DIRECTS THE LENDER, IN THE LENDER'S DISCRETION,
TO DEBIT  AUTOMATICALLY,  BY  MECHANICAL,  ELECTRONIC OR MANUAL MEANS,  ANY BANK
ACCOUNT OF THE BORROWER  MAINTAINED  WITH THE LENDER FOR ALL AMOUNTS  PAYABLE BY
THE  BORROWER  UNDER  THIS  AGREEMENT  OR ANY  OTHER  DOCUMENTS,  INCLUDING  THE
REPAYMENT OF PRINCIPAL AND THE PAYMENT OF INTEREST, FEES AND ALL CHARGES FOR THE
KEEPING OF THAT BANK ACCOUNT. THE LENDER SHALL NOTIFY THE APPLICABLE BORROWER AS
TO THE PARTICULARS OF THOSE DEBITS IN THE NORMAL COURSE.

                                   SECTION 13
                                  MISCELLANEOUS

13.1 Headings and Table of Contents

     The division of this Agreement into Sections, the insertion of headings and
the provision of a table of contents are for  convenience  of reference only and
are not to affect the construction or interpretation of this Agreement.

13.2 Number and Gender

     Unless otherwise specified, words importing the singular include the plural
and vice versa and words importing gender include all genders.

13.3 References

     Unless  otherwise  specified,  references in this Agreement to Sections and
Schedules are to sections of, and schedules to, this Agreement.

13.4 Severability

     If any  provision  of this  Agreement  is or  becomes  illegal,  invalid or
unenforceable   in   any   jurisdiction,    the   illegality,    invalidity   or
unenforceability of that provision will not affect:

     (a)  the legality,  validity or enforceability of the remaining  provisions
          of this Agreement; or

     (b)  the  legality,  validity or  enforceability  of that  provision in any
          other jurisdiction.

13.5 Currency

     All  amounts  referred  to herein are in U.S.  Dollars,  unless the context
otherwise requires.

13.6 Binding Effect

     This Agreement shall be binding upon and shall inure to the benefit of each
of the parties  signatory hereto and their  respective  successors and permitted
assigns.

13.7 Assignment, Syndication or Participation

     The Lender  may,  upon  written  notice to the  Borrower,  resell  (through
syndication,  assignment  or  participation)  all or a portion of its rights and
obligations  under this  Agreement  to any other  Person.  The  Borrower may not
assign,  delegate or transfer  all or any portion of its rights and  obligations
under this Agreement without the prior written consent of the Lender.

13.8 Remedies

     The Lender (or its  agent) may bring suit at law,  in equity or  otherwise,
for any  available  relief or purpose  including,  but not  limited  to: (A) the
specific performance of any covenant or agreement contained in this Agreement or
in any other document; (B) an injunction against a violation of any of the terms
of this Agreement or any other document; (C) in aid of the exercise of any power
granted by this  Agreement or any other  document or by law; or (D) the recovery
of any judgment for any and all amounts due in respect of the Loans.

13.9 Cumulative and Non-Exclusive Rights

     No delay or failure of the Lender (or its agent) in  exercising  any right,
power or privilege  hereunder shall affect such right,  power or privilege,  nor
shall any single or partial  exercise  thereof  preclude  any  further  exercise
thereof,  or the exercise of any other power, right or privilege.  The rights of
the Lender under this  Agreement are  cumulative and not exclusive of any rights
or remedies which the Lender would otherwise have.

13.10 Notices

     Except as expressly provided  otherwise in this Agreement,  all notices and
other communications  provided to any party hereto under this Agreement shall be
in  writing  and shall be given by  personal  delivery,  by mail,  by  reputable
overnight  courier or by  facsimile  and  addressed  or  delivered  to it at its
address set forth below or at such other  address as may be  designated  by such
party in a notice to the other  parties  that  complies as to delivery  with the
terms of this Section 13.10.  Any notice,  if personally  delivered or if mailed
and properly  addressed with postage prepaid and sent by registered or certified
mail, shall be deemed given when received;  any notice,  if given to a reputable
overnight courier and properly addressed, shall be deemed given one (1) Business
Day after the date on which it was sent,  unless it is actually  received sooner
by the named  addressee;  and any notice,  if transmitted by telex or facsimile,
shall  be  deemed  given  when  received  (receipt  confirmed  in  the  case  of
telecopies).  The Lender may,  but shall not be required  to, take any action on
the basis of any notice given to it by telephone, but the Company shall promptly
confirm  such  notice in writing or by  facsimile,  and such  notice will not be
deemed to have been  received  until such  confirmation  is deemed  received  in
accordance  with  the  provisions  of this  Section  set  forth  above.  If such
telephonic  notice  conflicts  with any  such  confirmation,  the  terms of such
telephonic notice shall control.

         To the Borrower:
         2703 College Avenue
         Goshen, Indiana 46526
         Attention: Michael Schoeffler
         Fax No.:

         To the Lender:
         500 Woodward Avenue
         One Detroit Center, 5th Floor
         Detroit, Michigan 48226
         Attention: Middle Market Corporate Banking-Michael H. Cliff
         Fax No.: (313) 222-3389

         and

         Suite 2210, South Tower
         Royal Bank Plaza
         P.O. Box 61
         Toronto, Ontario
         Canada
         Attention: Robert C. Rosen
         Fax No.:

13.11 Remedial Action

     Upon the occurrence of any Event of Default or Default as described in this
Agreement,  the  Lender  may,  without  notice to anyone  (except  as  otherwise
provided  herein),  declare the Obligations of the Borrower due forthwith,  take
all action  (remedial  and  otherwise)  as  provided  herein or in the  Security
Documents  or any other  document,  instrument  or  agreement  of security or of
collateral,  and  collect,  deal  with  and  dispose  of all or any  part of any
security  without  notice in any manner  permitted or  authorized by the PPSA or
other applicable law.

13.12 Governing Law

     This Agreement and all related  documents and agreements  shall be governed
by and construed and enforced in accordance with laws of the Province of Ontario
and the laws of  Canada  applicable  therein.  Each of the  parties  irrevocably
submits  to the  non-exclusive  jurisdiction  of the courts of the  Province  of
Ontario. 13.13 Further Assurances

     The  Borrower  shall from time to time  promptly,  upon the  request of the
Lender,  take such action, and execute and deliver such further documents as may
be reasonably  necessary or  appropriate  to give effect to the  provisions  and
intent of this Agreement.

13.14 Costs and Expenses

     The Borrower shall pay all closing costs and expenses, including (by way of
description and not limitation)  reasonable  outside attorney fees, title policy
fees  and lien  search  fees  incurred  by the  Lender  in  connection  with the
commitment,  consummation  and closing of this Agreement.  All costs,  including
reasonable  attorney  fees (but  excluding  any costs  arising from the wrongful
conduct  of  the  Lender),  incurred  by  the  Lender  in  reviewing,  revising,
protecting or enforcing the Lender's  rights against any Loan Party or defending
the Lender from any claims or liabilities by any party or otherwise  incurred by
the Lender in  connection  with an Event of Default or the  enforcement  of this
Agreement or the related  documents,  including (by way of  description  and not
limitation)  such charges in any court or bankruptcy  proceedings or arising out
of any claim or action by any person  against  the Lender  which  would not have
been  asserted were it not for the Lender's  relationship  with the Loan Parties
hereunder or otherwise, shall also be paid by the Borrower.

13.15 Amendments

     No amendments or waivers of any provision of this Agreement nor any consent
to any departure by the Loan Parties  therefrom  shall in any event be effective
unless  the same shall be in writing  and  signed by the  Lender,  and then such
amendment,  waiver or consent shall be effective  only in the specific  instance
and for the specific  purpose for which it was given.  No  amendment,  waiver or
consent with respect to any provision of this  Agreement  shall affect any other
provision of this Agreement.

13.16 Entire Agreement

     This Agreement and all Documents  constitute the entire  agreement  between
the  parties  with  respect  to the  subject  matter  and  supersede  all  prior
agreements, negotiations, discussions, undertakings, representations, warranties
and understandings, whether written or oral.

13.17 Effectiveness

     This  Agreement  shall become  effective  upon the execution  hereof by the
Lender and the Borrower.

13.18 Judgment Currency

     If for the purpose of  obtaining  judgment in any court it is  necessary to
convert any amount owing or payable to the Lender under this  Agreement from the
currency in which it is due (the "Agreed  Currency") into a particular  currency
(the "Judgment Currency"), the rate of exchange applied in that conversion shall
be that at which the Lender,  in accordance  with its normal  procedures,  could
purchase the Agreed Currency with the Judgment  Currency at or about noon on the
Business Day  immediately  preceding  the date on which  judgment is given.  The
obligation  of the Borrower in respect of any amount owing or payable under this
Agreement  to the  Lender in the  Agreed  Currency  shall,  notwithstanding  any
judgment and payment in the Judgment  Currency,  be satisfied only to the extent
that the Lender,  in accordance with its normal  procedures,  could purchase the
Agreed  Currency  with the amount of the  Judgment  Currency so paid at or about
noon on the next Business Day following  that payment;  and if the amount of the
Agreed  Currency  which the  Lender  could so  purchase  is less than the amount
originally  due in the  Agreed  Currency,  the  Borrower  shall,  as a  separate
obligation  and  notwithstanding  the judgment or payment,  indemnify the Lender
against any loss.

13.19 Counterparts

     This Agreement may be executed and delivered by way of facsimile and in any
number of counterparts, each of which when executed and delivered is an original
but all of which taken together constitute one and the same instrument.

13.20 Waiver of Jury Trial

     THE LENDER AND THE BORROWER, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY
TO CONSULT WITH COUNSEL,  KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY  WAIVE ANY
RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY  LITIGATION  BASED  UPON OR
ARISING OUT OF THIS  AGREEMENT OR ANY RELATED  INSTRUMENT OR AGREEMENT OR ANY OF
THE  TRANSACTIONS  CONTEMPLATED  BY THIS  AGREEMENT  OR ANY  COURSE OF  CONDUCT,
DEALING,  STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTION OF ANY OF THEM. NONE OF
THE LENDER  AND THE  BORROWER  SHALL SEEK TO  CONSOLIDATE,  BY  COUNTERCLAIM  OR
OTHERWISE,  ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER
ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.  THESE PROVISIONS
SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR  RELINQUISHED BY THE
LENDER AND THE BORROWER EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL OF THEM.

13.21 Business Days

     Whenever  any  payment  to be made  hereunder  or under any other  Security
Document  shall be stated to be due and  payable  on a day other than a Business
Day,  such payment shall be made on the next  succeeding  Business Day, and such
extension of time shall be computed in computing interest on such payment.

<PAGE>
     The parties have executed this Agreement.

Suite 2210, South Tower                           COMERICA BANK, CANADA BRANCH,
Royal Bank Plaza                                  as Lender
P.O. Box 61
Toronto, Ontario
M5J 2J2                                           By:/s/ Robert Rosen
                                                     ------------------------
                                               Name: Robert Rosen
Telephone: (416) 367-3113 (ext. 242 or 222)   Title: Vice President
Facsimile: (416) 367-2460

Attention:        Robert Rosen


                                                           TECSTAR MANUFACTURING
                                                           CANADA LIMITED

___________________________
___________________________
___________________________                       By:/s/ Michael H. Schoeffler
Telephone:__________________                         -------------------------
Facsimile:___________________                  Name:  Michael H. Schoeffler
                                              Title:  Secretary, Treasurer
Attention:___________________
                                                                    Name:
                                                                    Title: