EXHIBIT 4.66


Bank of America
Business Loan Agreement

This  Agreement  dated as of May 13,  1999 is between  Bank of America  National
Trust and Savings Association (the "Bank") and Farr Company (the "Borrower").

1.      LINE OF CREDIT AMOUNT AND TERMS

1.1     Line of Credit Amount.

(a)     During the availability  period described below, the Bank will provide a
        line of credit to the  Borrower.  The amount of the line of credit  (the
        "Commitment") is Ten Million and 00/100 Dollars ($10,000,000.00).

(b)     This is a  revolving  line of credit  providing  for cash  advances  and
        letters of credit.  During the  availability  period,  the  Borrower may
        repay principal amounts and reborrow them.

(c)     The Borrower agrees not to permit the outstanding  principal  balance of
        advances  under the line of credit plus the  outstanding  amounts of any
        letters of credit,  including amounts drawn on letters of credit and not
        yet reimbursed, to exceed the Commitment.

1.2     Availability  Period.  The line of credit is available  between the date
of this Agreement and June 1, 2001 (the  "Expiration  Date") unless the Borrower
is in default.

1.3     Interest Rate.

(a)     Unless the Borrower elects an optional interest rate as described below,
        the interest rate is the Rank's Reference Rate.

(b)     The Reference Rate is the rate of interest publicly  announced from time
        to time by the Bank in San Francisco, California, as its Reference Rate.
        The  Reference  Rate  is set by  the  Bank  based  on  various  factors,
        including  the  Bank's  costs  and  desired  return,   general  economic
        conditions  and  other  factors,  and is used as a  reference  point for
        pricing some loans. The Bank may price loans to its customers at, above,
        or below the Reference Rate. Any change in the Reference Rate shall take
        effect at the  opening of business  on the day  specified  in the public
        announcement of a change in the Bank's Reference Rate.

1.4     Repayment Terms.

(a)     The  Borrower  will pay  interest  on July 1,  1999,  and  then  monthly
        thereafter until payment in full of any principal outstanding under this
        line of credit.

(b)     The Borrower will repay in full all principal and any unpaid interest or
        other  charges  outstanding  under this line of credit no later than the
        Expiration  Date. Any interest period for an optional  interest rate (as
        described below) shall expire no later than the Expiration Date.

1.5     Optional  Interest  Rates.  Instead of  the interest rate  based on  the
Bank's Reference Rate, the Borrower may elect the optional interest rates listed
below  during  interest  periods  agreed  to by the Bank and the  Borrower.  The
optional  interest rates shall be subject to the terms and conditions  described
later in this Agreement.  Any principal  amount bearing  interest at an optional
rate under this Agreement is referred to as a "Portion." The following  optional
interest rates are available:

(a)     the IBOR Rate plus 1.75 percentage points.

1.6     Letters of Credit.

(a)     This line of credit may be used for financing:

        (i)     standby letters of credit with a maximum  maturity not to extend
                beyond the Expiration Date.

        (ii)    The amount of the letters of credit outstanding at any one time
                (including  amounts  drawn on the  letter of credit  and not yet
                reimbursed)  may not  exceed  One  Million  and  0O/iOO  Dollars
                ($1,000,000.00).

(b)     The Borrower agrees:
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        (i)     any sum drawn under a letter of credit may, at the option of the
                Bank, be added to the principal  amount  outstanding  under this
                Agreement. The amount will bear interest and be due as described
                elsewhere in this Agreement.

        (ii)    if there is a  default  under  this  Agreement,  to  immediately
                prepay  and make the Bank whole for any  outstanding  letters of
                credit.

        (iii)   the  issuance of  any letter  of credit and any  amendment  to a
                letter of credit is subject to the Bank's  written  approval and
                must be in form  and  content  satisfactory  to the  Bank and in
                favor of a beneficiary  acceptable to the Bank. Without limiting
                the foregoing,  no letter of credit may be issued to support any
                obligation   of  the  Borrower  in   connection   with  worker's
                compensation  laws or that contains a provision  providing  that
                the maturity date will be  automatically  extended each year for
                an additional  year unless the Bank gives written  notice to the
                contrary.

        (iv)    to sign the Bank's form  Application  and  Agreement for Standby
                Letter of Credit.

        (v)     to pay any issuance and/or other fees that the Bank notifies the
                Borrower will be charged for issuing and  processing  letters of
                credit for the Borrower.

        (vi)    to allow the Bank to  automatically  charge its checking account
                for applicable fees, discounts, and other charges.


2.      OPTIONAL INTERE8T RATES

2.1     Optional Rates. Each optional interest rate is a rate per year. Interest
will be paid on the last day of each  interest  period,  and on the first day of
each month during the interest period.  At the end of any interest  period,  the
interest  rate will revert to the rate based on the Reference  Rate,  unless the
Borrower has  designated  another  optional  interest  rate for the Portion.  No
Portion  will be converted to a different  interest  rate during the  applicable
interest  period.  Upon  the  occurrence  of an  event  of  default  under  this
Agreement,  the Bank may terminate the  availability of optional  interest rates
for interest periods commencing after the default occurs.

2.2     Offshore Rate.  The election of Offshore Rates shall be  subject to  the
following terms and requirements:

(a)     The  "Offshore  Rate" means the interest  rate the Bank and the Borrower
        agree will apply to the Portion during the applicable interest period.

(b)     The interest  period  during  which the Offshore  Rate will be in effect
        will be no shorter  than 30 days and no longer  than one year.  The last
        day of the  interest  period  will be  determined  by the Bank using the
        practices of the offshore dollar inter-bank market.

(c)     Each  Offshore  Rate  Portion  will be for an  amount  not less than the
        following:

        (i)     for interest periods of 91 days or longer, Five Hundred Thousand
                Dollars ($500,000).

        (ii)    for interest periods of between 30 days and 90 days, One Million
                Dollars ($1,000,000).

(d)     An Offshore  Rate may be elected  only for the entire  principal  amount
        outstanding under this Agreement.

(e)     Each  prepayment  of an Offshore  Rate Portion,  whether  voluntary,  by
        reason of acceleration  or otherwise,  will be accompanied by the amount
        of accrued  interest  on the amount  prepaid,  and a  prepayment  fee as
        described  below.  A  "prepayment"  is a payment  of an amount on a date
        earlier than the  scheduled  payment date for such amount as required by
        this Agreement. The prepayment fee shall be equal to the amount (if any)
        by which:

        (i)     the additional interest which would have been payable during the
                interest  period on the amount  prepaid had it not been prepaid,
                exceeds

        (ii)    the interest  which would have been  recoverable  by the Bank by
                placing   the  amount   prepaid  on  deposit  in  the   domestic
                certificate of deposit market, the eurodollar deposit market, or
                other appropriate money market selected by the Bank for a period
                starting  on the date on which it was  prepaid and ending on the
                last  day of the  interest  period  for  such  Portion  (or  the
                scheduled payment date for the amount prepaid, if earlier).

(f)     The Bank will have no  obligation  to accept an election for an Offshore
        Rate Portion if any of the following  described  events has occurred and
        is continuing:
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        (i)     Dollar deposits in the principal  amount,  and for periods equal
                to the  interest  period,  of an Offshore  Rate  Portion are not
                available in the offshore dollar inter-bank market; or

        (ii)    the  Offshore  Rate does not  accurately  reflect the cost of an
                Offshore Rate Portion.


3.      FEES AND EXPENSES

3.1     Fees.

(a)     Waiver Fee. If the Bank, at its discretion, agrees to waive or amend any
        terms of this  Agreement,  the Borrower will, at the Bank's option,  pay
        the Bank a fee for each waiver or amendment in an amount  advised by the
        Bank at the time the Borrower requests the waiver or amendment.  Nothing
        in this paragraph shall imply that the Bank is obligated to agree to any
        waiver or  amendment  requested  by the  Borrower.  The Bank may  impose
        additional requirements as a condition to any waiver or amendment.

3.2     Expenses. The Borrower agrees to immediately repay the Bank for expenses
that  include,  but are not  limited  to,  filing,  recording  and search  fees,
appraisal fees, title report fees and documentation fees.

3.3     Reimbursement Costs.

(a)     The Borrower  agrees to reimburse the Bank for any expenses it incurs in
        the  preparation  of this  Agreement  and any  agreement  or  instrument
        required by this Agreement.  Expenses  include,  but are not limited to,
        reasonable  attorneys' fees, including any allocated costs of the Bank's
        in-house counsel.


4.      DISBUR8EMENTS, PAYMENTS AND COSTS

4.1     Requests for Credit.  Each request  for an extension of  credit will  be
made in  writing  in a  manner  acceptable  to the  Bank,  or by  another  means
acceptable to the Bank.

4.2     Disbursements  and  Payments.  Each disbursement  by the  Bank and  each
        payment by the Borrower will be:

(a)     made at the Bank's branch  (or other location) selected by the Bank from
        time to time;

(b)     made for the account of the Bank's branch selected by the Bank from time
        to time;

(c)     made in immediately available funds,or such other type of funds selected
        by the Bank;

(d)     evidenced by records kept by the Bank. In addition, the Bank may, at its
        discretion, require the Borrower to sign one or more promissory notes.

4.3     Telephone and Telefax Authorization.

(a)     The Bank may honor  telephone  or telefax  instructions  for advances or
        repayments or for the designation of optional interest rates and telefax
        requests  for the  issuance of letters of credit given by any one of the
        individuals  authorized  to  sign  loan  agreements  on  behalf  of  the
        Borrower,  or  any  other  individual  designated  by any  one  of  such
        authorized signers.

(b)     Advances will be deposited in and repayments  will be withdrawn from the
        Borrower's account number  14576-50027,  or such other of the Borrower's
        accounts with the Bank as designated in writing by the Borrower.

(c)     The Borrower  indemnifies  and excuses the Bank (including its officers,
        employees, and agents) from all liability, loss, and costs in connection
        with any act resulting from telephone or telefax  instructions  the Bank
        reasonably  believes  are  made  by  any  individual  authorized  by the
        Borrower  to give such  instructions.  This  indemnity  and excuse  will
        survive this Agreement's termination.

4.4     Direct Debit.

(a)     The Borrower  agrees that interest and  principal  payments and any fees
        will be  deducted  automatically  on the due  date  from  the  Borrowers
        account number  14576-50027,  or such other of the  Borrower's  accounts
        with the Bank as designated in writing by the Borrower.

(b)     The Bank will debit the account on the dates the payments become due. If
        a due date  does not fall on a  banking  day,  the Bank  will  debit the
        account on the first banking day following the due date.

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(c)     The Borrower will maintain  sufficient funds in the account on the dates
        the Bank  enters  debits  authorized  by this  Agreement.  If there  are
        insufficient  funds in the account on the date the Bank enters any debit
        authorized by this Agreement, the debit will be reversed.

4.5     Banking Days.  Unless otherwise provided in this Agreement a banking day
is a day  other  than a  Saturday  or a  Sunday  on  which  the Bank is open for
business in  California.  For amounts  bearing  interest at an offshore rate (if
any), a banking day is a day other than a Saturday or a Sunday on which the Bank
is open for business in California and dealing in offshore dollars. All payments
and disbursements which would be due on a day which is not a banking day will be
due on the next  banking  day.  All  payments  received  on a day which is not a
banking day will be applied to the credit on the next banking day.

4.6     Taxes. If any  payments to the Bank under  this  Agreement are made from
outside the United  States,  the Borrower will not deduct any foreign taxes from
any payments it makes to the Bank. If any such taxes are imposed on any payments
made by the Borrower  (including  payments under this  paragraph),  the Borrower
will pay the taxes and will also pay to the Bank,  at the time interest is paid,
any  additional  amount  which the Bank  specifies  as necessary to preserve the
after-tax yield the Bank would have received if such taxes had not been imposed.
The Borrower will confirm that it has paid the taxes by giving the Bank official
tax receipts (or notarized copies) within 30 days after the due date.

4.7     Interest Calculation.  Except as otherwise stated in this Agreement, all
interest and fees,  if any,  will be computed on the basis of a 360-day year and
the actual number of days elapsed. This results in more interest or a higher fee
than if a 365-day year is used.  Installments  of  principal  which are not paid
when due under this Agreement shall continue to bear interest until paid.

4.8     Default Rate.  Upon the occurrence  and  during the continuation  of any
default under this Agreement, principal amounts outstanding under this Agreement
will at the option of the Bank bear  interest  at a rate  which is 2  percentage
point(s)  higher  than  the  rate of  interest  otherwise  provided  under  this
Agreement. This will not constitute a waiver of any default.

4.9     Interest Compounding.  At the Bank's sole  option in each  instance, any
interest,  fees or costs which are not paid when due under this Agreement  shall
bear interest from the due date at the Bank's  Reference  Rate plus 1 percentage
points. This may result in compounding of interest.


5.      CONDITIONS

The Bank must receive the following items, in form and content acceptable to the
Bank,  before it is  required  to extend any credit to the  Borrower  under this
Agreement:

5.1     Authorizations. Evidence that the execution, delivery and performance by
the Borrower of this  Agreement and any  instrument or agreement  required under
this Agreement have been duly authorized.

5.2     Governing Documents. A copy of the Borrower's articles of incorporation.

5.3     Other Items. Any other items that the Bank reasonably requires.


6.      REPRESENTATIONS AND WARRANTIES

When the Borrower  signs this  Agreement,  and until the Bank is repaid in full,
the Borrower makes the following  representations  and warranties.  Each request
for an extension of credit constitutes a renewed representation:

6.1     Organization of Borrower.  The Borrower is a corporation duly formed and
existing under the laws of the state where organized.

6.2     Authorization. This Agreement, and any instrument or agreement  required
hereunder,  are within the Borrower's powers, have been duly authorized,  and do
not conflict with any of its organizational papers.

6.3    Enforceable  Agreement.  This  Agreement  is a  legal,  valid and binding
agreement of the Borrower,  enforceable  against the Borrower in accordance with
its terms, and any instrument or agreement required hereunder, when executed and
delivered, will be similarly legal, valid, binding and enforceable.

6.4     Good Standing. In each state in which the Borrower does business,  it is
properly  licensed,  in good standing,  and, where required,  in compliance with
fictitious name statutes.
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6.5     No Conflicts. This Agreement  does not conflict with any law, agreement,
or obligation by which the Borrower is bound.

6.6     Cooperation.  To take  any action  reasonably  requested by  the Bank to
carry out the intent of this Agreement.

6.7     Financial Information. All financial and other information that has been
or will be supplied to the Bank,  including the Borrower's  financial  statement
dated as of December 31, 1998, is:

(a)     sufficiently  complete  to  give  the  Bank  accurate  knowledge  of the
        Borrower's  (and any  guarantor's)  financial  condition,  including all
        material contingent liabilities.

(b)     in compliance with all government regulations that apply.

Since the date of the financial  statement  specified  above,  there has been no
material  adverse  change in the business  condition  (financial or  otherwise),
operations, properties or prospects of the Borrower (or any guarantor).

6.8     Lawsuits.  There is no lawsuit, tax  claim or other  dispute  pending or
threatened  against the Borrower  which,  if lost,  would impair the  Borrower's
financial  condition or ability to repay the loan, except as have been disclosed
in writing to the Bank.

6.9     Permits, Franchises. The Borrower  possesses  all  permits, memberships,
franchises, contracts and licenses required and all trademark rights, trade name
rights,  patent  rights and  fictitious  name rights  necessary  to enable it to
conduct the business in which it is now engaged.

6.10    Other Obligations.  The Borrower is not in default on any obligation for
borrowed  money,  any purchase  money  obligation or any other  material  lease,
commitment, contract, instrument or obligation.

6.11    Income Tax Matters.  The  Borrower  has  no  knowledge  of  any  pending
assessments or  adjustments of its income tax for any year,  except as have been
disclosed in writing to the Bank.

6.12    No Event of Default. There is no event which is, or with notice or lapse
of time or both would be, a default under this Agreement.

6.13    ERISA Plans.

(a)     Each Plan  (other than a  multiempioyer  plan) is in  compliance  in all
        material respects with the applicable  provisions of ERISA, the Code and
        other  federal  or  state  law.  Each  Plan  has  received  a  favorable
        determination  letter  from  the IRS and to the  best  knowledge  of the
        Borrower,  nothing  has  occurred  which  would  cause  the loss of such
        qualification. The Borrower has fulfilled its obligations, if any, under
        the minimum funding standards of ERISA and the Code with respect to each
        Plan,  and has not incurred any liability with respect to any Plan under
        Title IV of ERISA.

(b)     There are no claims,  lawsuits or actions (including by any governmental
        authority), and there has been no prohibited transaction or violation of
        the fiduciary  responsibility  rules, with respect to any Plan which has
        resulted or could reasonably be expected to result in a material adverse
        effect.

(c)     With respect to any Plan subject to Title IV of ERISA:

        (i)     No reportable  event has occurred under Section 4043(c) of ERISA
                for which the PBGC requires 30 day notice.

        (ii)    No action by the Borrower or any ERISA Affiliate to terminate or
                withdraw from any Plan has been taken and no notice of intent to
                terminate a Plan has been filed under Section 4041 of ERISA.

        (iii)   No  termination  proceeding has been commenced with respect to a
                Plan under  Section 4042 of ERISA,  and no event has occurred or
                condition  exists  which  might   constitute   grounds  for  the
                commencement of such a proceeding.

(d)     The  following  terms have the meanings  indicated  for purposes of this
        Agreement:

        (i)     "Code" means the Internal  Revenue Code of 1986, as amended from
                time to time.

        (ii)    "ERISA"  means the Employee  Retirement  Income  Security Act of
                1974, as amended from time to time.
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        (iii)   "ERISA  Affiliate"  means any trade or business  (whether or not
                incorporated)  under common control with the Borrower within the
                meaning of Section 414(b) or (c) of the Code.

        (iv)    "PBGC" means the Pension Benefit Guaranty Corporation.

        (v)     "Plan"  means a  pension,  profit-sharing,  or stock  bonus plan
                intended to qualify under Section 401(a) of the Code, maintained
                or  contributed  to by  the  Borrower  or any  ERISA  Affiliate,
                including any  multiemployer  plan within the meaning of Section
                4001(a)(3) of ERISA.

6.14    Location of Borrower.  The Borrower's  place  of  business  (or, if  the
Borrower has more than one place of  business,  its chief  executive  office) is
located at the address listed under the Borrower's signature on this Agreement.

6.15    Year 2000 Compliance.  The  Borrower has  developed  and  budgeted for a
comprehensive program to address the "year 2000 problem" (that is, the inability
of  computers,  as well as embedded  microchips  in  non-computing  devices,  to
properly perform date-sensitive functions with respect to certain dates prior to
and after  December  31,  1999).  The  Borrower  has  implemented  that  program
substantially  in  accordance  with its  timetable  and  budget  and  reasonably
anticipates  that it will  substantially  avoid the year 2000  problem as to all
computers,  as well as embedded  microchips in non-computing  devices,  that are
material to the Borrower's business,  properties or operations. The Borrower has
developed  adequate  contingency  plans to ensure  uninterrupted  and unimpaired
business  operation  in the  event of a  failure  of its own or a third  party's
systems or equipment due to the year 2000 problem,  including  those of vendors,
customers, and suppliers, as well as a general failure of or interruption in its
communications and delivery infrastructure.


7.      COVENANTS

The Borrower  agrees,  so long as credit is available  under this  Agreement and
until the Bank is repaid in full:

7.1     Use of Proceeds.  To use the  proceeds of the  credit  only  for general
corporate purposes.

7.2     Financial  Information.  To provide the following financial  information
and statements in form and content  acceptable to the Bank, and such  additional
information as requested by the Bank from time to time:

(a)     Within 120 days of the Borrowers fiscal year end, the Borrower's  annual
        financial  statements.  These financial  statements must be audited by a
        Certified Public Accountant ("CPA") acceptable to the Bank.

(b)     Within 30 days of the period's end, the Borrower's  quarterly  financial
        statements.  These financial  statements may be Borrower  prepared.  The
        statements shall be prepared on a consolidated and consolidating basis.

(c)     Copies of the Borrower's  Form 10-K Annual  Report,  Form 10-Q Quarterly
        Report  and Form 8-K  Current  Report  within 15 days  after the date of
        filing with the Securities and Exchange Commission.

(d)     Within 120 days of the Borrower's fiscal year end, the Borrower's annual
        revised three year strategic forecast.

7.3     Quick Ratio.  To maintain  on a  consolidated  basis  a  ratio  of quick
assets to the sum of current  liabilities plus the principal  outstanding of the
line of  credit  under  this  Agreement  of at least  0.70:1.0,  to be  measured
quarterly.

"Quick assets" means cash,  short-term cash investments,  net trade receivables,
marketable securities not classified as long-term investments".

7.4     Total  Liabilities   to   Tangible  Net  Worth.    To  maintain   on  an
unconsolidated  basis a ratio of total  liabilities  to  tangible  net worth not
exceeding 1.25:1.0.

"Total  liabilities"  means  the  sum of  current  liabilities  plus  long  term
liabilities.

"Tangible  net  worth"  means  the gross  book  value of the  Borrower's  assets
(excluding goodwill,  patents,  trademarks,  trade names,  organization expense,
treasury stock,  unamortized debt discount and expense,  capitalized or deferred
research  and  development   costs,   deterred  marketing   expenses,   deferred
receivables and other like intangibles),  less total liabilities,  including but
not limited to accrued and  deferred  income  taxes,  and any  reserves  against
assets.

7.5     Net Domestic  Shareholder  Equity. To maintain on a consolidated basis a
net   domestic   shareholder   equity  of  at  least  Twenty   Million   Dollars
($20,000,000), to be measured quarterly.

"Net Domestic  Shareholder  Equity" means the domestic  shareholder  equity less
investments in subsidiaries and less accounts receivable from subsidiaries.

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7.6     Limitation on Losses. Not to incur on an unconsolidated basis a net loss
before  taxes and  extraordinary  items in excess  of One  Dollar  ($1) in any 2
consecutive quarterly accounting periods.

7.7     Other Debts. Not to have outstanding  or incur any  direct or contingent
liabilities (other than those to the Bank), or become liable for the liabilities
of others, without the Bank's written consent. This does not prohibit:

(a)     Acquiring goods, supplies, or merchandise on normal trade credit.

(b)     Endorsing  negotiable  instruments  received  in  the  usual  course  of
        business.

(c)     Obtaining surety bonds in the usual course of business.

(d)     Debts and lines of credit  in  existence  on the date of this  Agreement
        disclosed in writing to the Bank.

(e)     Debts for  insurance  premiums  in an  aggregate  amount at any one time
        outstanding not to exceed Eight Hundred Thousand Dollars ($800,000).

(f)     Debts to acquire  fixed or capital in amount not to exceed Seven Hundred
        Fifty Thousand Dollars ($750,000) in any single fiscal year.

(g)     Debts  (other than those  permitted  under  subsections  (a) through (f)
        above) in an aggregate  principal amount at any onetime  outstanding not
        to exceed One Hundred Thousand Dollars ($100,000).

7.8     Other Liens. Not to create,  assume,  or allow any security  interest or
lien  (including  judicial  liens) on property  the  Borrower now or later owns,
except:

(a)     Deeds of trust and security agreements in favor of the Bank.

(b)     Liens for taxes not yet due.

(c)     Liens outstanding on the date of this Agreement  disclosed in writing to
        the Bank as of Borrower's financial statement dated December 31, 1998.

7.9     Out  of  Debt  Period.  Not  to  have  more  than Five  Million  Dollars
($5,000,000)  outstanding,  and  not to  draw  any  additional  advances  on its
revolving line of credit,  for a period of at least 30 consecutive  days in each
line-year.  "Line-year"  means the period between the date of this Agreement and
June 1, 2000, and each  subsequent one year period (if any). For the purposes of
this  Paragraph,  "advances"  does not include  undrawn  amounts of  outstanding
letters of credit.

7.10    Notices to Bank. To promptly notify the Bank in writing of:

(a)     any lawsuit over One Million Dollars  ($1,000,000)  against the Borrower
        (or any guarantor).

(b)     any substantial  dispute between the Borrower (or any guarantor) and any
        government authority.

(c)     any failure to comply with this Agreement.

(d)     any  material  adverse  change in the  Borrower's  (or any  guarantor's)
        business condition (financial or otherwise),  operations,  properties or
        prospects, or ability to repay the credit.

(e)     any change in the Borrower's name,  legal structure,  place of business,
        or chief  executive  office if the  Borrower  has more than one place of
        business.

7.11    Books and Records. To maintain adequate books and records.

7.12    Audits. To allow  the Bank  and its  agents  to  inspect  the Borrower's
properties  and  examine,  audit,  and make  copies of books and  records at any
reasonable  time. If any of the Borrower's  properties,  books or records are in
the  possession of a third party,  the Borrower  authorizes  that third party to
permit the Bank or its agents to have  access to perform  inspections  or audits
and  to  respond  to  the  Bank's  requests  for  information   concerning  such
properties, books and records.

7.13    Compliance with Laws. To comply with the laws (including  any fictitious
name statute),  regulations,  and orders of any  government  body with authority
over the Borrower's business.

7.14    Preservation of Rights. To maintain and preserve all rights, privileges,
and franchises the Borrower now has.
                                     - 7 -
<PAGE>
7.15    Maintenance of Properties. To make any repairs, renewals,or replacements
to keep the Borrower's properties in good working condition.

7.16    Cooperation.  To take  any action reasonably  requested  by the  Bank to
carry out the intent of this Agreement.

7.17    General  Business  Insurance. To maintain insurance as is  usual for the
business it is in.

7.18    Additional  Negative  Covenants.  Not  to,  without  the  Bank's written
consent:

(a)     engage  in any  business  activities  substantially  different  from the
        Borrower's present business.

(b)     liquidate or dissolve the Borrower's business.

(c)     enter into any consolidation,  merger, or other combination, or become a
        partner in a partnership,  a member of a joint venture, or a member of a
        limited  liability  company in an aggregate amount that will exceed Five
        Million Dollars  ($5,000,000) in any single fiscal year and provided the
        Borrower is not in default under the Agreement.

(d)     lease, or dispose of all ore substantial part of the Borrower's business
        of the Borrower's assets.

(e)     acquire  or  purchase a  business  or its  assets  for a  consideration,
        including  assumption  of debt,  if the  business  or the  assets  to be
        acquired are for a business which is not in the same line of business as
        the Borrower;

(f)     sell or otherwise dispose of any assets for less than fair market value,
        or enter into any sale and leaseback agreement covering any of its fixed
        or capital assets.

7.19    ERISA Plans.  With respect to  a Plan subject  to Title IV of ERISA,  to
give prompt written notice to the Bank of:

(a)     The  occurrence of any reportable  event under Section  4043(c) of ERISA
        for which the PBGC requires 30 day notice.

(b)     Any  action by the  Borrower  or any ERISA  Affiliate  to  terminate  or
        withdraw  from a Plan or the filing of any notice of intent to terminate
        under Section 4041 of ERISA.

(c)     The  commencement of any proceeding with respect to a Plan under Section
        4042 of ERISA.


8.      HAZARDOUS WASTE INDEMNIFICATION

The  Borrower  will  indemnify  and  hold  harmless  the  Bank  from any loss or
liability   directly  or  indirectly   arising  out  of  the  use,   generation,
manufacture,   production,  storage,  release,  threatened  release,  discharge,
disposal or presence of a hazardous substance. This indemnity will apply whether
the  hazardous  substance  is on,  under or about  the  Borrower's  property  or
operations or property leased to the Borrower. The indemnity includes but is not
limited to attorneys' fees  (including the reasonable  estimate of the allocated
cost of in-house  counsel and staff).  The  indemnity  extends to the Bank,  its
parent, subsidiaries and all of their directors,  officers,  employees,  agents,
successors,  attorneys and assigns.  "Hazardous substances" means any substance,
material  or waste  that is or  becomes  designated  or  regulated  as  "toxic,"
"hazardous,"   "pollutant,"  or  "contaminant"  or  a  similar   designation  or
regulation  under any  federal,  state or local law  (whether  under common law,
statute,  regulation or otherwise) or judicial or administrative  interpretation
of such,  including without limitation  petroleum or natural gas. This indemnity
will survive repayment of the Borrower's obligations to the Bank.


9.      DEFAULT

If any of the  following  events  occurs,  the  Bank  may do one or  more of the
following:  declare the Borrower in default,  stop making any additional  credit
available  to the  Borrower,  and require the  Borrower to repay its entire debt
immediately  and without prior notice.  If an event of default  occurs under the
paragraph entitled  "Bankruptcy," below, with respect to the Borrower,  then the
entire  debt  outstanding  under  this  Agreement  will   automatically  be  due
immediately.

9.1     Failure  to  Pay. The  Borrower  fails to  make  a  payment  under  this
Agreement when due.

9.2     False  Information.  The Borrower (or any guarantor)  has given the Bank
false or misleading information or representations.

9.3     Bankruptcy. The Borrower (or any guarantor) files a bankruptcy petition,
a bankruptcy  petition is filed  against the Borrower (or any  guarantor) or the
Borrower  (or any  guarantor)  makes a general  assignment  for the  benefit  of
creditors.
                                      - 8 -
<PAGE>

9.4     Receivers.   A  receiver  or  similar  official  is  appointed  for  the
Borrower's (or any guarantor's) business, or the business is terminated.

9.5     Lawsuits. Any lawsuit or lawsuits are filed against the Borrower (or any
guarantor) in an aggregate amount of One Million Dollars ($1,000,000) or more in
excess of any insurance coverage.

9.6     Judgements.  Any judgments or arbitration awards are entered against the
Borrower (or any guarantor),  or the Borrower (or any guarantor) enters into any
settlement  agreements  with respect to any  litigation  or  arbitration,  in an
aggregate  amount of One Million  Dollars  ($1,000,000) or more in excess of any
insurance coverage.

9.7     Government Action.  Any government authority  takes action that the Bank
believes  materially  adversely  affects  the  Borrower's  (or any  guarantor's)
financial condition or ability to repay.

9.8     Material  Adverse  Change.  A  material  adverse  change  occurs,  or is
reasonably  likely to occur,  in the  Borrower's (or any  guarantor's)  business
condition  (financial or  otherwise),  operations,  properties or prospects,  or
ability to repay the credit.

9.9     Cross-Default. Any default occurs under any agreement in connection with
any credit the  Borrower (or any  guarantor)  or any of the  Borrower's  related
entities or  affiliates  has obtained from anyone else or which the Borrower (or
any  guarantor) or any of the  Borrower's  related  entitles or  affiliates  has
guaranteed.

9.10    Default under Related  Documents. Any guaranty, subordination agreement,
security agreement,  deed of trust, or other document required by this Agreement
is violated or no longer in effect.

9.11    Other Bank Agreements. The Borrower (or any guarantor) fails to meet the
conditions of, or falls to perform any obligation  under any other agreement the
Borrower (or any guarantor) has with the Bank or any affiliate of the Bank.

9.12    ERISA Plans. Any one or more of the following events occurs with respect
to a Plan of the Borrower  subject to Title IV of ERISA,  provided such event or
events could reasonably be expected, in the judgment of the Bank, to subject the
Borrower to any tax,  penalty or liability (or any combination of the foregoing)
which, in the aggregate,  could have a material  adverse effect on the financial
condition of the Borrower:

(a)     A  reportable  event  shall occur  under  Section  4043(c) of ERISA with
        respect to a Plan.

(b)     Any Plan  termination  (or  commencement  of  proceedings to terminate a
        Plan) or the full or partial  withdrawal  from a Plan by the Borrower or
        any ERISA Affiliate.

9.13    Other Breach Under Agreement.  The Borrower fails to meet the conditions
of, or fails to perform any  obligation  under,  any term of this  Agreement not
specifically  referred  to  in  this  Article.  This  includes  any  failure  or
anticipated  failure by the Borrower to comply with any financial  covenants set
forth  in this  Agreement,  whether  such  failure  is  evidenced  by  financial
statements  delivered to the Bank or is  otherwise  known to the Borrower or the
Bank.


10.     ENFORCING THIS AGRIEEMENT; MISCELLANEOUS

10.1    GAAP.  Except as  otherwise  stated  in  this  Agreement,  all financial
information  provided to the Bank and all financial covenants will be made under
generally accepted accounting principles, consistently applied.

10.2    California Law. This Agreement is governed by California law.

10.3    Successors and Assigns.  This Agreement is binding on the Borrower's and
the Bank's successors and assignees.  The Borrower agrees that it may not assign
this   Agreement   without  the  Bank's  prior   consent.   The  Bank  may  sell
participations  in or assign this loan, and may exchange  financial  information
about the Borrower  with actual or potential  participants  or  assignees.  If a
participation is sold or the loan is assigned, the purchaser will have the right
of set-off against the Borrower.

10.4    Arbitration.

(a)     This paragraph  concerns the resolution of any  controversies  or claims
        between the  Borrower and the Bank,  including  but not limited to those
        that arise from:

        (i)     This Agreement  (including any renewals, extensions or modifica-
                tions of this Agreement);

        (ii)    Any document,  agreement or procedure related to or delivered in
                connection with this Agreement;
                                     - 9 -
<PAGE>
        (iii)   Any violation of this Agreement; or

        (iv)    Any claims for damages  resulting  from any  business  conducted
                between the Borrower and the Bank,  including  claims for injury
                to persons, property or business in terests (torts).

(b)     At the request of the Borrower or the Bank,  any such  controversies  or
        claims  will be settled by  arbitration  in  accordance  with the United
        States  Arbitration  Act. The United States  Arbitration  Act will apply
        even though this  Agreement  provides  that it is governed by California
        law.

(c)     Arbitration proceedings will be administered by the American Arbitration
        Association and will be subject to its commercial rules of arbitration.

(d)     For  purposes  of the  application  of the statute of  limitations,  the
        filing of an arbitration pursuant to this paragraph is the equivalent of
        the  filing  of a  lawsuit,  and any claim or  controversy  which may be
        arbitrated under this paragraph is subject to any applicable  statute of
        limitations.  The arbitrators  will have the authority to decide whether
        any such claim or  controversy  is barred by the statute of  limitations
        and, if so, to dismiss the arbitration on that basis.

(e)     If  there is a  dispute  as to  whether  an  issue  is  arbitrable,  the
        arbitrators will have the authority to resolve any such dispute.

(f)     The  decision  that  results  from  an  arbitration  proceeding  may  be
        submitted to any authorized court of law to be confirmed and enforced.

(g)     The  procedure  described  above  will not apply if the  controversy  or
        claim,  at the time of the proposed  submission to  arbitration,  arises
        from or relates to an  obligation  to the Bank secured by real  property
        located in California.  In this case both the Borrower and the Bank must
        consent to submission of the claim or  controversy  to  arbitration.  If
        both parties do not consent to  arbitration,  the  controversy  or claim
        will be settled as follows:

        (i)     The Borrower  and the Rank will  designate a referee (or a panel
                of  referees)  selected  under  the  auspices  of  the  American
                Arbitration  Association in the same manner as  arbitrators  are
                selected in Association-sponsored proceedings;

        (ii)    The  designated  referee  (or the  panel  of  referees)  will be
                appointed  by a court as  provided in  California  Code of Civil
                Procedure Section 638 and the following related sections;

        (iii)   The referee (or the  presiding  referee of the panel) will be an
                active attorney or a retired judge; and

        (iv)    The award that  results from the decision of the referee (or the
                panel) will be entered as a judgment in the court that appointed
                the referee,  in  accordance  with the  provisions of California
                Code of Civil Procedure Sections 644 and 645.

(h)     This provision does not limit the right of the Borrower or the Bank to:

        (i)     exercise self-help remedies such as setoff;

        (ii)    foreclose  against  or  sell  any  real  or  personal  property
                collateral; or

        (iii)   act in a court of law,  before,  during or after the arbitration
                proceeding to obtain:

                (A)    an interim remedy; and/or

                (B) additional or supplementary remedies.

(i)     The  pursuit  of or a  successful  action  for  interim,  additional  or
        supplementary  remedies,  or the  filing  of a court  action,  does  not
        constitute a waiver of the right of the Borrower or the Bank,  including
        the suing party,  to submit the  controversy  or claim to arbitration if
        the other party  contests the lawsuit.  However,  if the  controversy or
        claim  arises  from or  relates  to an  obligation  to the Bank which is
        secured  by real  property  located  in  California  at the  time of the
        proposed  submission to arbitration,  this right is limited according to
        the provision  above  requiring the consent of both the Borrower and the
        Bank to seek resolution through arbitration.

(j)     If  the  Bank  forecloses   against  any  real  property  securing  this
        Agreement,  the Bank has the option to exercise  the power of sale under
        the deed of trust or mortgage, or to proceed by judicial foreclosure.

10.5    Severability; Waivers. If any part of this Agreement is not enforceable,
the rest of the Agreement may be enforced.  The Bank retains all rights, even if
it makes a loan after  default.  If the Bank waives a default,  it may enforce a
later default. Any consent or waiver under this Agreement must be in writing.

                                     - 10 -
<PAGE>
10.6    Administration Costs. The Borrower shall pay the Bank for ail reasonable
costs incurred by the Bank in connection with administering this Agreement.

10.7    Attorneys'  Fees.  The Borrower shall reimburse the Bank for any reason-
able costs and  attorneys'  fees  incurred  by the Bank in  connection  with the
enforcement or  preservation  of any rights or remedies under this Agreement and
any  other  documents  executed  in  connection  with  this  Agreement,  and  in
connection with any amendment,  waiver,  "workout" or  restructuring  under this
Agreement. In the event of a lawsuit or arbitration  proceeding,  the prevailing
party is entitled to recover  costs and  reasonable  attorneys'  fees mourned in
connection  with the lawsuit or  arbitration  proceeding,  as  determined by the
court or  arbitrator.  In the event that any case is commenced by or against the
Borrower under the Bankruptcy Code (Title 11, United States Code) or any similar
or  successor  statute,  the Bank is  entitled to recover  costs and  reasonable
attorneys' fees incurred by the Bank related to the preservation, protection, or
enforcement of any rights of the Bank in such a case. As used in this paragraph,
"attorneys' fees" includes the allocated costs of the Bank's in-house counsel.

10.8    One  Agreement.   This  Agreement and  any  related  security  or  other
agreements required by this Agreement, collectively:

(a)     represent the sum of the understandings and agreements  between the Bank
        and the Borrower concerning this credit;

(b)     replace  any prior oral or written  agreements  between the Bank and the
        Borrower concerning this credit; and

(c)     are  intended by the Bank and the  Borrower as the final,  complete  and
        exclusive statement of the terms agreed to by them.

In the event of any conflict  between this  Agreement  and any other  agreements
required by this Agreement, this Agreement will prevail.

10.9    Notices. All notices  required  under this Agreement shall be personally
delivered or sent by first class mail, postage prepaid,  to the addresses on the
signature page of this Agreement, or to such other addresses as the Bank and the
Borrower may specify from time to time in writing.

10.10   Headings. Article an paragraph headings are for reference only and shall
not affect the interpretation or meaning of any provisions of this Agreement.

10.11   Counterparts.  This Agreement may be executed in as many counterparts as
necessary or convenient,  and by the different parties on separate  counterparts
each of  which,  when so  executed,  shall be deemed  an  original  but all such
counterparts shall constitute but one and the same agreement.

This Agreement is executed as of the date stated at the top of the first page.

Bank of America
National Trust end Savings Association

/s/ William R. Cave

By: William R. Cave, Vice President

Address where notices to the Bank are to be sent:

Long Beach Regional Commercial Banking Office #01457
150 Long Beach Blvd. 3rd Floor
Long Beach, CA 90802


Farr Company

/s/ H. Jack Meany

By: H. Jack Meany, Chairman of the Board

Address for Notices:

P0 Box 92187, AIRPORT STATION
LOS ANGELES, CA 90009


                                     - 11 -