LOAN AND SECURITY AGREEMENT

                                     BETWEEN

                         CONCURRENT COMPUTER CORPORATION

                                       AND

                               WACHOVIA BANK, N.A.

                         CLOSING DATE:  NOVEMBER 3, 2000



<PAGE>
                                TABLE OF CONTENTS
                                -----------------


    1.    DEFINITIONS, TERMS AND REFERENCES                                 -1-
          1.1     Certain Definitions.                                      -1-
          1.2.    Use of Defined Terms.                                    -13-
          1.3.    Accounting Terms.                                        -13-
          1.4.    UCC Terms.                                               -13-
          1.5.    Terminology.                                             -13-
          1.6.    Exhibits.                                                -14-

    2.    THE FINANCING.                                                   -14-
          2.1    Extensions of Credit.                                     -14-
          2.2    Interest and Other Charges.                               -15-
          2.3.    General Provisions as to Payments.                       -19-
          2.4.    Termination Event.                                       -19-

    3.    SECURITY INTEREST.                                               -19-

    4.    REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO
          ACCOUNTS RECEIVABLE COLLATERAL.                                  -19-
          4.1.    Bona Fide Accounts.                                      -20-
          4.2.    Good Title.                                              -20-
          4.3.    Right to Assign.                                         -20-
          4.4.    Collateral Reserve Account.                              -20-
          4.5.    Trade Styles.                                            -20-
          4.6.    Power of Attorney.                                       -21-

    5.    REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO
          INVENTORY COLLATERAL.                                            -21-
          5.1.    Sale of Inventory Collateral.                            -21-
          5.2.    Insurance.                                               -21-
          5.3.    Good Title.                                              -21-
          5.4.    Right to Grant Security Interest.                        -22-
          5.5.    Location of Inventory Collateral.                        -22-

    6.    REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO
          EQUIPMENT COLLATERAL.                                            -22-
          6.1.    Sale of Equipment Collateral.                            -22-
          6.2.    Insurance.                                               -22-
          6.3.    Good Title.                                              -23-
          6.4.    Right to Grant Security Interest.                        -23-
          6.5.    Location.                                                -23-


                                       i
<PAGE>
    7.    REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO
          BALANCES COLLATERAL.                                             -23-
          7.1.    Ownership.                                               -23-
          7.2.    Remedies.                                                -23-
          7.3.    Liens.                                                   -23-

    8.    REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO
          INTANGIBLES COLLATERAL.                                          -23-
          8.1.    Ownership.                                               -23-
          8.2.    Liens.                                                   -24-
          8.3.    Preservation.                                            -24-

    9.    GENERAL REPRESENTATIONS AND WARRANTIES.                          -24-
          9.1.    Corporate Existence and Qualification.                   -24-
          9.2.    Corporate Authority; Validity and Binding Effect.        -24-
          9.3.    Incumbency and Authority of Signing Officers.            -24-
          9.4.    No Material Litigation.                                  -24-
          9.5.    Taxes.                                                   -25-
          9.6.    Capital Stock.                                           -25-
          9.7.    Corporate Organization.                                  -25-
          9.8.    Insolvency.                                              -25-
          9.9.    Title.                                                   -25-
          9.10.   Margin Stock.                                            -25-
          9.11.   No Violations.                                           -25-
          9.12.   Financial Statements.                                    -26-
          9.13.   Purchase of Collateral.                                  -26-
          9.14.   Pollution and Environmental Control.                     -26-
          9.15.   Possession of Permits.                                   -26-
          9.16.   Subsidiaries.                                            -26-
          9.17.   Federal Taxpayer Identification Number.                  -26-
          9.18.   Employee Benefit Plans.                                  -26-

    10.   AFFIRMATIVE COVENANTS.                                           -27-
          10.1.   Records Respecting Collateral.                           -27-
          10.2.   Further Assurances.                                      -27-
          10.3.   Right to Inspect.                                        -27-
          10.4.   Reports.                                                 -27-
          10.5.   Settlement Reports.                                      -28-
          10.6.   Periodic Financial Statements.                           -28-
          10.7.   Annual Financial Statements.                             -28-


                                       ii
<PAGE>
          10.8.   Payment of Taxes.                                        -28-
          10.9.   Maintenance of Insurance.                                -28-
          10.10.  Maintenance of Property and Management.                  -29-
          10.11.  Certificate of No Default.                               -29-
          10.12.  Change of Principal Place of Business.                   -29-
          10.13.  Waivers.                                                 -29-
          10.14.  Preservation of Corporate Existence.                     -29-
          10.15.  Compliance With Laws.                                    -29-
          10.16.  Subordinations.                                          -30-
          10.17.  Certain Required Notices.                                -30-
          10.18.  Projections.                                             -30-
          10.19.  Bank Accounts.                                           -30-
          11.     NEGATIVE COVENANTS.                                      -30-
          11.1.   Encumbrances                                             -30-
          11.2.   Debt for Money Borrowed                                  -31-
          11.3.   Contingent Liabilities.                                  -32-
          11.4.   Dividends.                                               -32-
          11.5.   Redemption                                               -32-
          11.6.   Restricted Investments                                   -32-
          11.7.   Mergers.                                                 -32-
          11.8.   Business Locations                                       -32-
          11.9.   Affiliate Transactions                                   -32-
          11.10.  Subsidiaries                                             -32-
          11.11.  Fiscal Year                                              -33-
          11.12.  Disposition of Assets                                    -33-
          11.13.  Federal Taxpayer Identification Number                   -33-
          11.14.  Employee Benefit Plans                                   -33-
          11.15.  Capital Expenditures and Leases                          -33-

    12.   FINANCIAL COVENANTS.                                             -33-

    13.   EVENTS OF DEFAULT.                                               -33-
          13.1.   Obligations.                                             -33-
          13.2.   Misrepresentations.                                      -33-
          13.3.   Certain Covenants.                                       -33-
          13.4.   Other Covenants.                                         -34-
          13.5.   Other Debts.                                             -34-
          13.6.   Voluntary Bankruptcy.                                    -34-
          13.7.   Involuntary Bankruptcy.                                  -34-
          13.8.   Damage, Loss, Theft or Destruction of Collateral.        -34-
          13.9.   Judgments.                                               -34-
         13.10.   Bankruptcy of Affiliate.                                 -35-


                                      iii
<PAGE>
         13.11.   Material Adverse Effect.                                 -35-
         13.12.   Change of Control.                                       -35-
         13.13.   Material Contract.                                       -35-

    14.  REMEDIES.                                                         -35-
         14.1.    Acceleration of the Obligations.                         -35-
         14.2.    Interest Rate.                                           -36-
         14.3.    Remedies of a Secured Party.                             -36-
         14.4.    Repossession of the Collateral.                          -36-
         14.5.    Other Remedies.                                          -36-
         14.6.    Set Off.                                                 -36-

    15.  MISCELLANEOUS.                                                    -36-
         15.1.    Waiver.                                                  -36-
         15.2.    Governing Law.                                           -37-
         15.3.    Survival.                                                -37-
         15.4.    No Assignment by Borrower.                               -37-
         15.5.    Counterparts.                                            -37-
         15.6.    Reimbursement.                                           -37-
         15.7.    Successors and Assigns.                                  -38-
         15.8.    Severability.                                            -38-
         15.9.    Notices.                                                 -38-
         15.10.   Entire Agreement; Amendments.                            -38-
         15.11.   Time of Essence.                                         -38-
         15.12.   Interpretation.                                          -38-
         15.13.   Lender Not a Joint Venturer.                             -39-
         15.14.   Jurisdiction.                                            -39-
         15.15.   Acceptance.                                              -39-
         15.16.   Payment on Non-Business Days.                            -39-
         15.17.   Cure of Defaults by Lender.                              -39-
         15.18.   Recitals.                                                -39-
         15.19.   Attorney-in-Fact.                                        -39-
         15.20.   Sole Benefit.                                            -40-
         15.21.   Indemnification.                                         -40-
         15.22.   JURY TRIAL WAIVER.                                       -40-

    16.  CONDITIONS PRECEDENT.                                             -40-
         16.1.    Secretary's Certificate.                                 -40-
         16.2.    Good Standing Certificates.                              -41-
         16.3.    Articles/By-Laws.                                        -41-
         16.4.    Loan Documents and any Guaranty.                         -41-
         16.5.    Insurance.                                               -41-
         16.6.    Financing Statements.                                    -41-
         16.7.    Opinion of Counsel.                                      -41-


                                       iv
<PAGE>
         16.8.    Landlord Agreements.                                     -41-
         16.9.    No Default.                                              -41-
         16.10.   Field Examination.                                       -41-
         16.11.   Telephone Instruction Letter.                            -41-
         16.12.   Disbursements Letter.                                    -42-
         16.13.   Settlement Report.                                       -42-
         16.14.   Availability.                                            -42-
         16.15.   Evidence of Perfection and Priority of Liens             -42-
         16.16.   No Material Adverse Change                               -42-
         16.17.   Other.                                                   -42-



EXHIBITS
--------

EXHIBIT  A     Borrower  Information
EXHIBIT  B     Master  Note
EXHIBIT  C     Certificate  of  No  Default
EXHIBIT  D     Settlement  Report
EXHIBIT  E     Material  Contracts

Schedule 11.1(b)     Encumbrances
Schedule 11.2(b)     Debt for Money Borrowed
Schedule 11.3        Contingent Obligations

Supplement  A     Financial  Covenants


                                       v
<PAGE>
                      LOAN  AND  SECURITY  AGREEMENT
                      ------------------------------

     THIS  LOAN AND SECURITY AGREEMENT (this "Agreement") is  made, entered into
and  effective  as  of  November  3,  2000,  by  and between CONCURRENT COMPUTER
CORPORATION,  a  Delaware  corporation  ("Borrower"); and WACHOVIA BANK, N.A., a
national  banking  association  ("Lender");


                       W I T N E S S E T H :
                       - - - - - - - - - -


     WHEREAS,  Borrower has applied to Lender for financing of the type or types
more  particularly  described  hereinbelow;  and

     WHEREAS,  Lender  is  willing to extend financing to Borrower in accordance
with  the  terms  hereof  upon  the  execution  of  this  Agreement by Borrower,
compliance  by  Borrower  with all of the terms and provisions of this Agreement
and  fulfillment  of  all  conditions  precedent  to Lender's obligations herein
contained;

     NOW,  THEREFORE,  to  induce  Lender  to  extend the financing provided for
herein,  and  for  other  good  and  valuable consideration, the sufficiency and
receipt  of all of which are acknowledged by Borrower, Lender and Borrower agree
as  follows:

     1.   DEFINITIONS,  TERMS  AND  REFERENCES
          ------------------------------------

          1.1     CERTAIN  DEFINITIONS.  In  addition  to  such  other  terms as
                  ---------------------
elsewhere  defined herein, as used in this Agreement, in any Exhibits and in any
Supplements,  the  following  terms  shall  have  the  following  meanings:

     "Accounts  Receivable  Collateral"  shall  mean  and  include all accounts,
      --------------------------------
instruments,  chattel  paper  and  general  intangibles,  including,  without
limitation, all rights of Borrower to payment for goods sold or leased, or to be
sold  or  to  be  leased,  or for services rendered or to be rendered, howsoever
evidenced  or  incurred, and together with all returned or repossessed goods and
all  books, records, computer tapes, programs and ledger books arising therefrom
or  relating  thereto,  all  whether now owned or hereafter acquired or arising.

     "Account  Debtor"  shall  mean  the  Person  who is obligated on any of the
      ---------------
Accounts  Receivable  Collateral  or  otherwise  is  obligated as a purchaser or
lessee  of  any  of  the  Inventory  Collateral.

     "Advance"  shall  mean an advance of borrowed funds made by Lender to or on
      -------
behalf  of  Borrower  under  the  Line  of  Credit.


<PAGE>
     "Affiliate" shall mean, with respect to any Person, any Person Controlling,
      ---------
Controlled  by or under common Control with such Person or any director, officer
or  employee  of  such  Person.  For  purposes hereof, the Principal(s) and each
Subsidiary  shall  at  all  times  be  considered  an  "Affiliate"  of Borrower.

     "Agreement"  shall  mean  this  Loan  and  Security Agreement, as it may be
      ---------
amended  or  supplemented  from  time  to  time.

     "Applicable Commitment Fee Margin" shall mean the following, based upon the
      --------------------------------
Consolidated  Funded  Debt/Consolidated  EBITDA  Ratio  (the  "Test  Ratio"):

              Consolidated  Funded                    Applicable  Commitment
         Debt/Consolidated  EBITDA  Ratio                        Fee  Margin
         --------------------------------          -------------------------

             Greater than or equal to 4.0 to 1.0            0.375%

             Less than 4.0 to 1.0  but greater than         0.375%
             or  equal  to  3.0  to  1.0

             Less than 3.0 to 1.0 but greater than           0.25%
             or  equal  to  2.0  to  1.0

             Less than 2.0 to 1.0                            0.25%

Lender  shall  determine whether any adjustment to the Applicable Commitment Fee
Margin  is  to be made quarterly, based on Borrower's financial statements as of
and  for  each  Fiscal Quarter end delivered to Lender pursuant to Section 10.6;
provided  that  if such financial statements are not timely delivered to Lender,
-------
then  an  adjustment to the Applicable Commitment Fee Margin shall be made based
on  an  assumed delivery of said financial statements reflecting a Test Ratio of
4.0  to  1.0, provided further that if any Default Condition or Event of Default
              -------- -------
shall  then  exist, no adjustment downward shall occur.  Each such adjustment to
the  Applicable Commitment Fee Margin shall become effective as of the first day
of  the calendar month following the date on which such financial statements are
delivered (or deemed delivered) to Lender, and shall remain effective unless and
until  any  subsequent adjustment becomes effective in accordance with the terms
of  this  definition.  In the event that the annual audit report of Borrower for
any  Fiscal  Year  shall require restatement of financial statements of Borrower
and  such  restatement  shall  effect  the  Test Ratio and would have required a
different  Applicable  Commitment  Fee Margin to be in effect for prior periods,
then  Lender at its option, may require Borrower to make additional payments for
such  prior  periods  in  amounts  not  to  exceed  the  difference  between the
Applicable  Commitment  Fee Margin paid in respect of such prior periods and the
amount  that  would  have  been  payable  in  respect  of such periods under the
effected  Test  Ratio.


                                      -2-
<PAGE>
     "Applicable  Rate"  shall  mean  the interest rate per annum payable on the
      ----------------
Obligations,  as  is  defined  and more particularly described in Section 2.2.1.

     "Assignment  of Claims Act" shall mean the federal Assignment of Claims Act
      -------------------------
of  1940,  as  it  may  be  amended  from  time  to  time.

     "Availability"  shall  mean  the amount that Borrower is entitled to borrow
      ------------
from time to time as Advances, such amount being the difference derived when the
sum  of the principal amount of Advances then outstanding (including any amounts
that  Lender  may  have  paid for the account of Borrower pursuant to any of the
Loan Documents and that have not been reimbursed by Borrower) is subtracted from
the  Margin.  If  the  amount outstanding is equal to or greater than the Margin
Requirement,  Availability  is  0.

     "Availability  Reserve" shall mean on any date of determination thereof, an
      ---------------------
amount equal to the sum of the following (without duplication):  (i) all amounts
of  past  due  rent, fees or other charges owing at such time by Borrower to any
landlord  of  any  premises  where  any  of  the Collateral is located or to any
processor,  repairman,  mechanic  or  other  Person  who is in possession of any
Collateral  or  has  asserted  any Lien or claim thereto; (ii) any amounts which
Borrower  is  obligated  to  pay  pursuant  to the provisions of any of the Loan
Documents  that  Lender  elects to pay for the account of Borrower in accordance
with  authority contained in any of the Loan Documents; (iii) the face amount of
any  Letter  of  Credit;  and  (iv)  such  additional  reserves as Lender in its
reasonable  credit  judgment  may  elect  to  impose  from  time  to  time.

     "Average  Line  of  Credit  Balance" shall mean, for any period, the amount
      ----------------------------------
obtained  by  adding the aggregate of the unpaid balance of Advances outstanding
at  the  end of each day during the period in question plus the aggregate of the
                                                       ----
Letter  of Credit Obligations at the end of each day for the period in question,
and  by  dividing  such  sum  by  the  number  of  days  in  such  period.

     "Balances  Collateral" shall mean all property of Borrower left with Lender
      --------------------
or  in  Lender's  possession,  custody  or control now or hereafter, all deposit
accounts  of  Borrower  now or hereafter opened with Lender, all certificates of
deposit  issued  by  Lender  to Borrower, and all drafts, checks and other items
deposited  in  or  with  Lender  by  Borrower  for  collection now or hereafter.

     "Bankruptcy  Code" shall mean Title 11 of the United States Code, as it may
      ----------------
be  amended  from  time  to  time.

     "Borrower"  shall  have  the  meaning given to such term in the preamble to
      --------
this  Agreement.

     "Borrowings"  shall mean advances of borrowed funds made hereunder to or on
      ----------
behalf  of  Borrower.


                                      -3-
<PAGE>
     "Business  Day" shall mean a day on which Lender is open for the conduct of
      -------------
banking business at its principal office in Atlanta, Georgia; provided, however,
                                                              --------  -------
that  for  purposes  of determining the timing of requests for, and establishing
the  Applicable  Rate,  on  LIBOR  Borrowings,
"Business  Day"  shall mean, additionally, any day on which dealings with United
 -------------
States  Dollar  deposits  are  also  being  carried  out by Lender in the London
interbank  Eurodollar  market.

     "Business  Interruption Assignment" shall mean the Collateral Assignment of
      ---------------------------------
Business  Interruption  Insurance to be executed by Borrower on the Closing Date
in  favor  of  Lender,  as  security  for  the  payment  and  performance of the
Obligations.

     "Capital  Expenditures"  shall mean all expenditures made in respect of the
      ---------------------
cost  of  any  fixed  asset  or  improvement,  or  replacement, substitution, or
addition  thereto,  having  a  useful life of more than one (1) year, including,
without  limitation,  those  arising  in  connection with the direct or indirect
acquisition  of  such  assets  by way of increased product or service charges or
offset  items  or  in  connection  with  Capital  Leases.

     "Capital  Lease"  shall mean any lease of property that, in accordance with
      --------------
GAAP,  should  be  reflected  as  a  liability on the balance sheet of a Person.

     "Change of Control" shall mean the transfer (in one transaction or a series
      -----------------
of  transactions)  of  all or substantially all of the assets of Borrower to any
Person  or group (as such term is used in Section 13(d)(3) of the Exchange Act);
the  liquidation  or  dissolution  of  Borrower or the adoption of a plan by the
stockholders  of  Borrower  relating  to  the dissolution or liquidation of such
Borrower;  the  acquisition  by  any  Person  or  group (as such term is used in
Section  13(d)(3)  of  the  Exchange  Act)  of beneficial ownership, directly or
indirectly,  of  fifty  (50%)  percent  or more of the voting power of the total
outstanding  equity  interests  of  Borrower  or  the Board of Directors of such
Borrower; during any period of two (2) consecutive years, individuals who at the
beginning  of  such  period  constituted  the  Board  of  Directors  of Borrower
(together  with  any  new  directors  whose  nomination  for  election  by  the
stockholders  of  such Borrower was approved by a vote of at least sixty-six and
two-thirds  (66  2/3%)  percent  of  the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for  election  was  previously so approved) cease for any reason to constitute a
majority  of  the  Board  of  Directors  of  such Borrower then still in office.

     "Closing  Date"  shall  mean  the  date  indicated  on  the  first  page.
      -------------

     "Collateral"  shall mean the property of Borrower described in Article 3 in
      ----------
which Lender has, or is to have, a security interest as security for the payment
of  the  Obligations.

     "Collateral Locations" shall mean the Executive Office and those additional
      --------------------
locations,  if  any,  set  forth  and  described on Exhibit "A" attached hereto.
                                                    -----------


                                      -4-
<PAGE>
     "Collateral  Reserve  Account"  shall mean any non-interest bearing, demand
      ----------------------------
deposit  account  which Borrower is or may be required to open and maintain with
Lender  pursuant  to  the  requirements  of  Section  4.4.

     "Consolidated" shall mean  the consolidation in accordance with GAAP of the
      ------------
accounts  or  other  items  as  to  which  such  term  applies.

     "Consolidated  EBIT" shall mean for any period, the Consolidated Net Income
      ------------------
of  Borrower  and  its  Consolidated  Subsidiaries,  plus  Consolidated Interest
                                                     ----
Expense  of  Borrower  and  its  Consolidated Subsidiaries and any taxes paid or
payable  with  respect  to  such  period  by  Borrower  or  its  Consolidated
Subsidiaries.

     "Consolidated  EBITDA"  shall mean for any period, the sum of the following
      --------------------
during such period calculated on a Consolidated basis:  (i) Consolidated EBIT of
Borrower  and  its  Consolidated  Subsidiaries  plus  (ii)  depreciation  and
                                                ----
amortization  of  Borrower  and  its  Consolidated  Subsidiaries  calculated  in
accordance  with  GAAP.

     "Consolidated Fixed Charge Coverage Ratio" shall mean,  for any period, the
      ----------------------------------------
ratio  of  (i) Consolidated EBITDA for such period plus operating lease and rent
expense  for such period to (ii) the sum of operating lease and rent expense for
such  period  plus  Consolidated  Fixed  Charges  for  such  period.
              ----

     "Consolidated  Fixed  Charges"  shall  mean,  for  any  period,  the sum of
      ----------------------------
Borrower's  and  its  Consolidated  Subsidiaries'  Consolidated Interest Expense
during  such  period.

     "Consolidated  Funded Debt" shall mean, for any period, the sum of all Debt
      -------------------------
for  Money  Borrowed  of  Borrower  and  its  Consolidated  Subsidiaries  plus
                                                                          ----
Subordinated  Debt.

     "Consolidated  Funded  Debt/EBITDA  Ratio"  shall  mean,  at  any  date  of
      ----------------------------------------
determination,  the  ratio  of  Consolidated Funded Debt to Consolidated EBITDA.

     "Consolidated  Interest  Expense"  shall  mean  for  any  period,  interest
      -------------------------------
(whether  expensed  or  capitalized)  in  respect  of  Debt  of  Borrower or its
Consolidated  Subsidiaries  outstanding  during  such  period,  determined  on a
Consolidated  basis  in  accordance  with  GAAP.

     "Consolidated  Net  Income"  shall  mean  for any period, the net income of
      -------------------------
Borrower and its Consolidated Subsidiaries determined on a Consolidated basis in
accordance  with  GAAP.

     "Consolidated  Subsidiaries"  shall mean those Subsidiaries of Borrower (if
      --------------------------
any)  existing from time to time which, for purposes of GAAP, are required to be
consolidated  for  financial  reporting  purposes.


                                      -5-
<PAGE>
     "Consolidated  Tangible  Net Worth" shall mean with respect to Borrower and
      ---------------------------------
its  Consolidated  Subsidiaries,  total  shareholder's equity (including capital
stock,  additional  paid-in  capital  and  retained  earnings,  after  deducting
treasury  stock),  plus  Subordinated  Debt on a Consolidated basis, which would
                   ----
appear  as such on a balance sheet of Borrower prepared in accordance with GAAP.

     "Consolidated  Total  Liabilities"  shall  mean  on any date, the amount at
      --------------------------------
which all of the liabilities of Borrower and its Consolidated Subsidiaries would
be  properly  classified  as  liabilities  on  a  balance  sheet at such date in
accordance  with  GAAP.

     "Control",  "Controlled"  or  "Controlling" shall mean, with respect to any
      -------     ----------        -----------
Person,  the  power  to  direct  the  management  and  policies  of such Person,
directly,  indirectly,  whether  through  the  ownership of voting securities or
otherwise; provided, however, that, in any event, any Person which owns directly
           -----------------
or  indirectly  twenty-five  percent  (25%)  or  more  of  the securities having
ordinary voting power for the election of directors or other governing body of a
corporation  shall  be deemed to "Control" such corporation for purposes of this
Agreement.

     "Copyright  Security Agreement" shall mean the Copyright Security Agreement
      -----------------------------
to  be  executed by Borrower on the Closing Date in favor of Lender, as security
for  the  payment  and  performance  of  the  Obligations.

     "Debt"  shall  mean  all  liabilities,  obligations  and  indebtedness of a
      ----
Person,  of  any kind or nature, whether now or hereafter owing, arising, due or
payable,  howsoever evidenced, created, incurred, acquired or owing, and whether
primary,  secondary,  direct, contingent, fixed or otherwise, including, without
in  any  way  limiting  the  generality  of the foregoing:  (i) all obligations,
liabilities  and  indebtedness  secured by any Lien on a Person's property, even
though  such  Person  shall  not  have  assumed or become liable for the payment
thereof;  (ii)  all  obligations  or  liabilities  created  or arising under any
Capital  Lease,  conditional  sale or other title retention agreement; (iii) all
accrued  pension  fund  and  other  employee  benefit  plan  obligations  and
liabilities;  (iv)  all  Guaranteed  Obligations;  (v) any liabilities under, or
associated  with,  interest  rate  protection  agreements; and (vi) all deferred
taxes.

     "Default  Condition"  shall  mean  the occurrence of any event which, after
      ------------------
satisfaction  of  any requirement for the giving of notice or the lapse of time,
or  both,  would  become  an  Event  of  Default.

     "Default Rate" shall mean that interest rate per annum equal to two percent
      ------------
(2%)  per  annum  in  excess  of  the  otherwise  Applicable Rate payable on any
Obligation.

     "Deposit  Account  Assignment"  shall  mean  the  Collateral Assignments of
      ----------------------------
Deposit  Accounts  to  be  executed by Borrower on or before the Closing Date in
favor  of Lender as security for the payment and performance of the Obligations.


                                      -7-
<PAGE>
     "Eligible  Accounts"  shall  mean  that  portion of the Accounts Receivable
      ------------------
Collateral  consisting  of trade accounts receivable which are actually owing to
Borrower  by  its  Account  Debtors and which are at all times subject to a duly
perfected,  first  priority  security  interest  in  favor of Lender, excluding,
                                                                      ----------
however,  in  any  event  any  such  account:
-------

          (i)  which  has  payment  terms  that exceed ninety (90) days past the
invoice  date,

          (ii) with respect to which any portion thereof is more than sixty (60)
days  past  the  due  date  or  more  than  ninety  (90) days past invoice date;

          (iii)  which  is  owing  by  any  Affiliate  of  Borrower;

          (iv)  which  is owing by any Account Debtor having twenty-five percent
(25%)  or  more  in  face  value  of  its  then  existing accounts with Borrower
ineligible  hereunder  pursuant  to  the operation and effect of clauses (i) and
(ii) above; (v) the assignment of which is subject to any requirements set forth
in  the  Assignment  of  Claims  Act;

          (vi)  which  is  owing  by  any Account Debtor whose accounts, in face
amount,  with  Borrower exceed ten percent (10%) of Borrower's Eligible Accounts
(other than AT&T, Charter Communications, Comcast, Cox Communications, Adelphia,
Cablevision, Time Warner and their respective Subsidiaries or Affiliates, to the
extent  not  otherwise  deemed  ineligible  by  Lender  hereunder based upon its
reasonable  credit  judgment  which shall not exceed such percentage, if any, as
Lender  may establish by written notice to Borrower from time to time based upon
its  reasonable  credit  judgment),  but  only  to  the  extent  of such excess;

          (vii)  which  is  owed  by,  billed  to, or will be paid by an Account
Debtor  not  located  in  the  United  States;

          (viii)  which is owing by an Account Debtor that is also a creditor of
Borrower  and  is  subject to no counterclaim, defense, setoff or deduction, but
only  to  the  extent  of  Borrower's  indebtedness  to  such  creditor;

          (ix)  which  arises  from  a  bill  and  hold  arrangement;

          (x)  which  is  owing  by an Account Debtor not deemed creditworthy by
Lender  based  upon  its  reasonable  credit  judgment;  or

          (xi)  which has otherwise been determined by Lender not to be eligible
for  purposes  hereof  based  upon  its  reasonable  credit  judgment.


                                      -7-
<PAGE>
     "Employee  Benefit  Plan"  shall  mean any employee welfare benefit plan as
      -----------------------
that  term  is  defined  in  Section 3(1) of ERISA, any employee pension benefit
plan,  as  that term is defined in Section 3(2) of ERISA or any other plan which
is subject to the provisions of Title IV of ERISA or which is for the benefit of
any  employees  of  Borrower  and  any  employees of any Subsidiary or any other
entity  which  is  a  member  of a controlled group or under common control with
Borrower,  as  such  terms  are  defined  in  Section  4001(a)(14)  of  ERISA.

     "Environmental  Laws"  shall mean all federal, state and local laws, rules,
      -------------------
regulations,  ordinances,  programs,  permits,  guidances,  orders  and  consent
decrees  relating  to  health,  safety and environmental matters, whether now or
hereafter  existing,  including,  but not limited to state and federal superlien
and environmental cleanup laws and U.S. Department of Transportation regulations
and  any  other  state  or  local  law  or  regulation  relating  to  pollution,
reclamation,  or  protection  of  the  environment,  including  laws relating to
emissions,  discharges,  releases  or  threatened  releases  of  pollutants,
contaminants,  or  hazardous  or  toxic  materials or wastes into air, water, or
land,  or  otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of pollutants, contaminants
or  hazardous  or  toxic  materials  or  wastes.

     "Equipment  Collateral"  shall mean all equipment and fixtures of Borrower,
      ---------------------
whether  now  owned  or hereafter acquired, wherever located, including, without
limitation,  all  machinery,  furniture,  furnishings,  leasehold  improvements,
computer  equipment,  motor  vehicles,  forklifts, rolling stock, dies and tools
used  or  useful  in  Borrower's  business  operations.

     "ERISA"  shall mean the Employee Retirement Income Security Act of 1974, as
      -----
may  be  amended  from  time  to  time.

     "Event  of Default" shall mean any of the events or conditions described in
      -----------------
Article  13, provided that any requirement for the giving of notice or the lapse
of  time,  or  both,  has  been  satisfied.

     "Executive Office" shall mean the address of Borrower designated as such on
      ----------------
Exhibit  "A".
------------

     "Fiscal  Year",  in respect of a Person, shall mean the fiscal year of such
      ------------
Person employed by such Person as of the Closing Date, and designated as such on
Exhibit "A" as to Borrower.  The terms "Fiscal Quarter" and "Fiscal Month" shall
-----------                             --------------       ------------
correspond  accordingly  thereto.

     "GAAP"  shall  mean  generally  accepted accounting principles consistently
      ----
applied  for  the  period  or  periods  in  question.

     "Guaranteed  Obligations"  shall  mean,  with  respect  to  any Person, all
      -----------------------
obligations  of such Person which in any manner directly or indirectly guarantee
or  assure,  or in effect guarantee or assure, the payment or performance of any
indebtedness,  dividend  or other obligation of any other Person or assure or in
effect  assure  the  holder  of  any  such  obligations  against loss in respect
thereof.


                                      -8-
<PAGE>
     "Guarantor"  shall  mean,  individually  and  collectively,  any  and  all
      ---------
accommodation  makers,  endorsers,  guarantors  or sureties from whom Lender may
require  the  endorsement  of  any  note  or  their execution of any contract of
guaranty or suretyship guaranteeing payment of any of the Obligations.  The term
"Individual  Guarantor"  shall mean each Guarantor who is natural person and the
 ---------------------
term  "Company  Guarantor"  shall  mean  all  other  Guarantors.
       ------------------

     "Guaranty"  shall  mean  any  agreement  or  other  writing  executed  by a
      --------
Guarantor  guaranteeing  payment  of  any  of  the  Obligations.

     "Intangibles  Collateral"  shall  mean all general intangibles of Borrower,
      -----------------------
whether  now  existing  or  hereafter  acquired  or  arising, including, without
limitation,  all  copyrights,  royalties,  tax  refunds,  rights to tax refunds,
trademarks,  trademark applications, trade names, service marks, patents, patent
applications,  proprietary rights, blueprints, drawings, designs, trade secrets,
source  codes,  plans,  diagrams,  schematics and assembly and display materials
relating  thereto,  all  customer  lists, all books and records and all computer
software  and  programs.

     "Interest Period" shall mean, in respect of Borrowings, a period commencing
      ---------------
on  the  first  day  of  each  calendar month and ending on the last day of each
calendar month; provided, that the initial Interest Period shall commence on the
                --------  ----
Closing  Date  and  shall end on the last day of the calendar month in which the
Closing  Date  occurs;  provided,  further, that any Interest Period which would
                        --------   -------  ----
otherwise end on a day which is not a Business Day shall be extended to the next
succeeding  Business  Day  unless  such  Business  Day falls in another calendar
month,  in  which  case  such  Interest  Period  shall end on the next preceding
Business Day, and any Interest Period which begins on the last Business Day of a
calendar  month (or on a day for which there is no numerically corresponding day
in the appropriate subsequent calendar month) shall end on the last Business Day
of  the  appropriate  subsequent  calendar  month.

"Interest  Rate Determination Date" shall mean in respect of Borrowings, two (2)
 ---------------------------------
Business  Days  prior  to  the  first  day  of  each  Interest  Period.

     "Inventory  Collateral"  shall  mean all inventory of Borrower, whether now
      ---------------------
owned  or  hereafter  acquired, wherever located, including, without limitation,
all  goods  of  Borrower  held for sale or lease or furnished or to be furnished
under  contracts  of service, all goods held for display or demonstration, goods
on  lease  or  consignment,  spare parts, repair parts, returned and repossessed
goods,  all  raw materials, work-in-process, finished goods and supplies used or
consumed  in  Borrower's  business,  together  with  all documents, documents of
title,  dock  warrants,  dock  receipts,  warehouse receipts, bills of lading or
orders  for  the  delivery  of  all,  or  any  portion,  of  the  foregoing.

     "Investment  Property"  shall  mean all securities (whether certificated or
      --------------------
uncertificated), security entitlements, securities accounts, commodity contracts
and  commodity  accounts.

     "Lender"  shall have the meaning given to such term in the preamble to this
      ------
Agreement.

     "Letter  of  Credit"  shall  have the meaning given to such term in Section
      ------------------
2.1.2.


                                      -9-
<PAGE>
     "Letter  of  Credit  Obligations"  shall  mean  all obligations of Borrower
      -------------------------------
arising  in respect of Letters of Credit, including, without limitation, (i) all
contingent  liabilities  arising in respect of Letters of Credit issued, but not
drawn  upon,  and  (ii)  all  reimbursement  liabilities  arising  in respect of
drawings  made  under  Letters  of  Credit.

     "LIBOR  Borrowings"  shall  mean  those  Borrowings  which Borrower elects,
      -----------------
pursuant  to  Section  2.2.1, to bear interest at a rate per annum determined by
reference  to  the  LIBOR  Rate.

     "LIBOR  Rate"  shall mean, with respect to any Interest Period, an interest
      -----------
rate  per  annum  computed  by  dividing:  (x)  the rate per annum determined by
Lender from time to time on the basis of the offered rate for deposits in United
States  dollars  in the London interbank borrowing market of amounts equal to or
comparable  to  the  amount of a requested borrowing under the Line of Credit to
which  such  Interest  Period  relates  offered  for  a  term comparable to such
Interest  Period, which rate appears on the display designated as page "3750" of
the  Telerate  Service  (or  such  other page as may replace page "3750" of that
service  or  such  other  service or services as may be nominated by the British
Bankers'  Association  for  the  purpose  of displaying London interbank offered
rates  for  United States dollar deposits) as of 11:00 a.m., London time, on the
Interest  Rate Determination Date applicable to such Interest Period, which rate
shall  be  rounded upward, to the next higher 1/10,000 of 1%; provided, however,
                                                              -----------------
that  if  more than one such offered rate appears on such page, the offered rate
shall  be  deemed to be the arithmetic average (rounded upward, if necessary, to
the next higher of 1/100 of 1%) of such offered rates; by (y) the number 1 minus
                                                                           -----
any  then  applicable  percentage (expressed as a decimal) which is in effect on
such  day, as prescribed by the Board of Governors of the Federal Reserve System
(or  its successor) for determining the maximum reserve requirement for a member
of  the  Federal Reserve System in respect of "Eurocurrency liabilities" (or any
other  category of liabilities which includes deposits by reference to which the
interest  rate on such Borrowings is determined or any category of extensions of
credit  or  other  assets  which includes loans by a non-United States office of
Lender  to  United  States  residents).  The  LIBOR  Rate  shall  be  adjusted
automatically  on  and  as of the effective date of any change in the percentage
described  in  the  foregoing  clause  (y).

     "Lien"  shall  mean  any  deed  to  secure debt, deed of trust, mortgage or
      ----
similar  instrument,  and  any lien, security interest, preferential arrangement
which  has  the  practical  effect of constituting a security interest, security
title,  pledge,  charge,  encumbrance  or  servitude  of  any  kind,  whether by
consensual  agreement  or  by  operation  of  statute  or other law, and whether
voluntary or involuntary, including, without limitation, any conditional sale or
other  title  retention  agreement  or  lease  in  the  nature  thereof.

     "Line  of Credit" shall refer to the line of credit in the principal amount
      ---------------
of  up  to  $15,000,000  opened  by  Lender in favor of Borrower pursuant to the
provisions  of  Section  2.1.1.

     "Loan  Documents"  shall  mean  this  Agreement,  the  Notes,  the Business
      ---------------
Interruption  Assignment,  the  Deposit  Account  Assignment, Trademark Security
Agreement,  the  Copyright Security Agreement, any financing statements covering
portions  of  the  Collateral,  and  any  and  all other documents, instruments,
certificates  and agreements executed and/or delivered by Borrower in connection
herewith,  or  any  one,  more,  or  all  of the foregoing, as the context shall
require.


                                      -10-
<PAGE>
     "Margin"  shall mean an amount equal to up to eighty-five percent (85%) (or
      ------
such greater or lesser percentage which Lender shall establish by written notice
to  Borrower  in accordance with Section 2.1.1.(b)) of the face dollar amount of
Eligible  Accounts  as  of  the  date  of  determination.

     "Margin  Requirement"  shall  have  the  meaning  ascribed  to such term in
      -------------------
Section  2.1.1.

     "Master  Note"  shall  mean  the master promissory note, dated of even date
      ------------
herewith,  as  amended  or supplemented from time to time, in a principal amount
equal  to  the  maximum  amount of the Line of Credit, evidencing advances to be
obtained  by  Borrower  under  the Line of Credit, together with any renewals or
extensions thereof, in whole or in part.  The Master Note shall be substantially
in  the  form  of  Exhibit  "B".
                   ------------

     "Material  Adverse  Effect"  shall  mean  with  respect  to any event, act,
      -------------------------
condition  or occurrence of whatever nature (including any adverse determination
in  any  litigation,  arbitration  or governmental investigation or proceeding),
whether  singly  or  in conjunction with any other event or events, act or acts,
condition  or  conditions,  occurrence or occurrences, whether or not related, a
material  adverse  change  in,  or a material adverse effect upon any of (a) the
financial  condition, operations, business or properties of the Borrower and its
Consolidated  Subsidiaries  taken as a whole, (b) the rights and remedies of the
Lender  under  any  of  the  Loan  Documents  or  any  documents, instruments or
agreements  executed  and/or  delivered  by  any  Person  other than Borrower in
conjunction  with  the Loan Documents, or the ability of the Borrower to perform
its  obligations  under any of the Loan Documents, or (c) the legality, validity
or  enforceability of any of the Loan Documents or any documents, instruments or
agreements  executed  and/or  delivered  by  any  Person  other than Borrower in
conjunction  with  the  Loan  Documents.

     "Material  Contract"  shall  mean  each  agreement  listed  on  Exhibit "E"
      ------------------                                             -----------
attached  hereto.

     "Money  Borrowed"  shall  mean,  as applied to any Person, (i) Debt arising
      ---------------
from the lending of money by any other Person to such Person; (ii) Debt, whether
or  not  in any such case arising from the lending of money by another Person to
such  Person,  (A) which is represented by notes payable or drafts accepted that
evidence  extensions  of  credit, (B) which constitutes obligations evidenced by
bonds,  debentures,  notes  or  similar  instruments, or (C) upon which interest
charges are customarily paid (other than accounts payable) or that was issued or
assumed  as  full or partial payment for Property; (iii) Debt that constitutes a
Capital  Lease; (iv) reimbursement obligations with respect to letters of credit
or  guaranties  of  letters  of  credit  and  (v)  Debt of such Person under any
guaranty  of  obligations  that  would  constitute Debt for Money Borrowed under
clauses  (i)  through  (iii)  hereof,  if  owed  directly  by  such  Person.

     "Notes"  shall  mean,  collectively,  the  Master  Note  and  any  other
      -----
instrument(s)  at  any  time  evidencing  all or any portion of any Obligations.


                                      -11-
<PAGE>
     "Obligations"  shall mean any and all Debt of Borrower to Lender, including
      -----------
without limiting the generality of the foregoing, any indebtedness, liability or
obligation of Borrower to Lender under any loan made to Borrower by Lender prior
to the date hereof and any and all extensions or renewals thereof in whole or in
part;  any  Debt  of Borrower to Lender arising hereunder or as a result hereof,
whether  evidenced  by  the  Notes, constituting Letter of Credit Obligations or
otherwise,  and  any and all extensions or renewals thereof in whole or in part;
any  Debt of Borrower to Lender under any later or future advances or loans made
by  Lender  to Borrower, and any and all extensions or renewals thereof in whole
or  in  part;  and  any  and all future or additional Debt of Borrower to Lender
whatsoever and in any event, whether existing as of the date hereof or hereafter
arising,  whether  arising under a loan, lease, credit card arrangement, line of
credit,  letter  of  credit  or  other  type  of  financing, and whether direct,
indirect,  absolute  or  contingent,  as  maker,  endorser, guarantor, surety or
otherwise,  and  whether  evidenced  by,  arising  out  of,  or  relating  to, a
promissory  note,  bill  of  exchange,  check,  draft,  bond,  letter of credit,
guaranty  agreement,  bankers'  acceptance,  foreign exchange contract, interest
rate  protection  agreement,  commitment  fee,  service  charge  or  otherwise.

     "Permitted  Encumbrances"  shall  mean  (i) Liens for taxes not yet due and
      -----------------------
payable or being actively contested as permitted by this Agreement, only if such
Liens  do  not  adversely  affect  Lender's  rights  or the priority of Lender's
security  interest  in the Collateral; (ii) carriers', warehousemen's mechanics,
materialmen's, repairmen's or other like Liens arising in the ordinary course of
business, payment for which is not yet due or which are being actively contested
in good faith and by appropriate, lawful proceedings, but only if such Liens are
and remain junior to Liens granted in favor of Lender; (iii) pledges or deposits
in  connection  with  worker's  compensation,  unemployment  insurance and other
social  security  legislation;  (iv)  deposits  to  secure  the  performance  of
utilities,  leases,  statutory obligations and surety and appeal bonds and other
obligations  of  a  like  nature  arising  by  statute  or under customary terms
regarding  depository  relationships  on deposits held by financial institutions
with  whom Borrower has a banker-customer relationship; (v) typical restrictions
imposed  by  licenses  and  leases  of software (including location and transfer
restrictions);  and  (vi)  Liens  in  favor  of  Lender.

     "Person"  shall  mean  any  individual,  partnership,  corporation, limited
      ------
liability  company, joint venture, joint stock company, trust, governmental unit
or  other  entity.

     "Prime  Borrowings"  shall  mean  those  Borrowings  which Borrower elects,
      ------------------
pursuant  to  Section  2.2.1, to bear interest at a rate per annum determined by
reference  to  the  Prime  Rate.

     "Prime  Rate" refers to that interest rate so denominated and set by Lender
      -----------
from  time  to time as an interest rate basis for borrowings.  The Prime Rate is
but one of several interest rate bases used by Lender.  Lender extends credit at
interest  rates  above  and  below  the  Prime  Rate.

     "Principal(s)"  shall  mean  Steven  R.  Norton  and  Jack  Bryant.
      ------------


                                      -12-
<PAGE>
     "Purchase  Money  Lien"  shall  mean  any  Lien  granted by Borrower or any
      ---------------------
Subsidiary from time to time to vendors or financiers of equipment to secure the
payment  of  the purchase price thereof so long as (i) such Liens extend only to
the  specific  equipment  so  purchased,  (ii) secure only such deferred payment
obligation  and  related interest, fees and charges and no other Debt, and (iii)
are  promptly  released  upon  the  payment  in  full of such purchase price and
related  interest,  fees  and  charges.

     "Restricted Investment" shall mean any investment in cash or by delivery of
      ---------------------
property  to  any Person, whether by acquisition of stock, indebtedness or other
obligation  or  security,  or  by  loan,  advance  or  capital  contribution, or
otherwise,  or  in  any  property  except  that  investments  consisting  of the
following  shall  not constitute "Restricted Investments":  (i) property used or
to  be used in the ordinary course of business; (ii) current assets arising from
the  sale  of  goods  or  the  provision  of  services in the ordinary course of
business;  and  (iii)  loans  or  advances to employees for salary, commissions,
travel  or  the  like,  made  in  the  ordinary  course  of  business.

     "Subordinated  Debt"  shall  mean  any  unsecured  Debt  of Borrower or any
      ------------------
Subsidiary  to  any  Person  which,  by  written agreement in form and substance
satisfactory  to Lender, has been subordinated in right of payment and claim, to
the  rights  and  claims  of  Lender in respect of the Obligations, on terms and
conditions  satisfactory  to  Lender.

     "Subsidiary"  shall mean any corporation, partnership, business association
      ----------
or  other  entity  (including  any  Subsidiary of any of the foregoing) of which
Borrower  owns,  directly  or  indirectly,  fifty  percent  (50%) or more of the
capital  stock  or  equity  interest  having  ordinary power for the election of
directors  or  others  performing  similar  functions.

     "Termination Date" shall mean the earliest to occur of the following dates:
      ----------------
(i)  that  date  on which, pursuant to Section 14, Lender terminates the Line of
Credit  (or the Line of Credit is deemed automatically terminated) subsequent to
the occurrence of an Event of Default; or (ii) June 30, 2002, or such later date
as  to  which  Lender  may  agree  in  writing  from  time  to  time  hereafter.

     "Termination Event" shall have the meaning ascribed to such term in Section
      -----------------
2.4  of  this  Agreement.

     "Trademark  Security Agreement" shall mean the Trademark Security Agreement
      -----------------------------
to  be  executed by Borrower on the Closing Date in favor of Lender, as security
for  the  payment  and  performance  of  the  Obligations.

     "UCC"  shall mean the Uniform Commercial Code (or any successor statute) as
      ---
adopted  and  in  force  in  the State of Georgia or, when the laws of any other
state  govern  the  method  or  manner  of  the perfection or enforcement of any
security  interest in any of the Collateral, the Uniform Commercial Code (or any
successor  statute)  of  such  state.

          1.2.     USE  OF  DEFINED  TERMS.  All terms defined in this Agreement
                   -----------------------
and  the  Exhibits  shall  have the same defined meanings when used in any other
Loan  Documents,  unless  the  context  shall  require  otherwise.


                                      -13-
<PAGE>
          1.3.     ACCOUNTING  TERMS.  All  accounting  terms  not specifically
                   -----------------
defined herein shall have the meanings generally attributed to such terms  under
GAAP.

          1.4.     UCC  TERMS.  The  terms  "accounts",  "chattel  paper",
                   ----------
"instruments",  "general  intangibles", "inventory", "equipment" and "fixtures",
as  and when used in the Loan Documents, shall have the same meanings given such
terms  under  the  UCC.


          1.5.     TERMINOLOGY.  All  personal  pronouns used in this Agreement,
                   -----------
whether  used  in  the  masculine,  feminine or neuter gender, shall include all
other  genders;  the  singular  shall  include  the plural, and the plural shall
include the singular.  Titles of Articles and Sections in this Agreement are for
convenience  only,  and  neither  limit  nor  amplify  the  provisions  of  this
Agreement,  and  all  references  in  this  Agreement  to  Articles,  Sections,
Subsections,  paragraphs,  clauses,  subclauses,  Exhibits  or Supplements shall
refer  to  the  corresponding  Article,  Section, Subsection, paragraph, clause,
subclause  of,  or  Exhibit  or  Supplement  attached to, this Agreement, unless
specific  reference  is made to the articles, sections or other subdivisions of,
or  Exhibit  or Supplement to, another document or instrument.  Wherever in this
Agreement  reference  is  made  to  any instrument, agreement or other document,
including,  without  limitation, any of the Loan Documents, such reference shall
be  understood  to  mean  and  include  any  and  all  amendments  thereto  or
modifications,  restatements,  renewals or extensions thereof.  Wherever in this
Agreement  reference  is made to any statute, such reference shall be understood
to  mean  and  include  any  and  all  amendments  thereof  and  all regulations
promulgated  pursuant  thereto.  Whenever  any matter set forth herein or in any
Loan  Document  is  to  be  consented  to or satisfactory to Lender, or is to be
determined,  calculated  or approved by Lender, then, unless otherwise expressly
set  forth  herein  or  in  any  such Loan Document, such consent, satisfaction,
determination,  calculation  or  approval  shall be in Lender's sole discretion,
exercised in good faith and, where required by law, in a commercially reasonable
manner,  and  shall  be  conclusive  absent  manifest  error.

          1.6.     EXHIBITS.  All Exhibits attached hereto are by reference made
                   --------
a part  hereof.

          2.     THE  FINANCING.
                 ---------------

          2.1    EXTENSIONS  OF  CREDIT.
                 -----------------------

               2.1.1.  LINE  OF  CREDIT.
                      -----------------

               (a)  On  the  Closing  Date,  subject  to  fulfillment  of  all
conditions  precedent set forth in Section 16, Lender agrees to open the Line of
Credit in favor of Borrower so that, during the period from the Closing Date to,
but  not  including,  the Termination Date, so long as there is not in existence
any  Default  Condition  or  Event of Default and the borrowing will not cause a
Default  Condition  or  Event of Default to exist, Borrower may borrow and repay
and  reborrow Advances up to a maximum aggregate principal amount outstanding at
any  one  time  equal  to  the  original principal amount of the Line of Credit;
subject,  however,  to  the  requirement  that  at  no  time shall the aggregate
------------------
principal  amount  of (i) outstanding Advances plus (ii) the aggregate amount of
                                               ----
Letter  of Credit Obligations exceed the Margin (such requirement being referred
to herein as the "Margin Requirement"); and subject, further, to the requirement
                  ------------------        ----------------
that  if,  at  any  time  hereafter,  the  Margin  Requirement is not satisfied,


                                      -14-
<PAGE>
Borrower will immediately repay the then principal balance of the Master Note by
that  amount  necessary  to  satisfy  the  Margin  Requirement.  All proceeds so
obtained  under  the Line of Credit may be used by Borrower for working capital,
capital  expenditures  and  other  general  corporate purposes in such manner as
Borrower may elect in the ordinary course of its business operations.  The Debts
arising  from Advances made to or on behalf of Borrower under the Line of Credit
shall  be  evidenced by the Master Note, which shall be executed by Borrower and
delivered  to  Lender  on the Closing Date.  The outstanding principal amount of
the Master Note may fluctuate from time to time, but shall be due and payable in
full  on  the  Termination Date, and each Advance thereunder shall bear interest
from  the  date  of  such  Advance  until  paid  in full at the Applicable Rate,
calculated and payable in the manner described in Section 2.2.1.  Subject to any
contrary  provisions  of  Section 2.2.1 in respect of LIBOR Borrowings, Borrower
shall  have the option to request Advances under the Line of Credit by telephone
or  in a writing delivered to Lender not later than 11:00 a.m. (Atlanta, Georgia
time)  on  the  date  of  the  requested  Advance;  provided,  however, that any
                                                    ------------------
telephone  requests  shall be confirmed in a writing not later than the Business
Day  following  the  disbursement  of  the  requested  Advance.

               (b)  Lender  shall  be  entitled  from time to time to impose any
Availability  Reserve  against the Margin and the availability under the Line of
Credit  that  it  deems  necessary  as  security for payment of the Obligations.
Lender  may  also, in its reasonable credit judgement from time to time upon not
less than five (5) days prior notice to Borrower, reduce the Margin with respect
to Eligible Accounts to the extent that Lender determines in good faith that the
dilution  with  respect  to  the  Eligible Accounts for any period (based on the
ratio of the aggregate amount of reductions in Eligible Accounts other than as a
result of payments in cash to the aggregate amount of total sales) has increased
in  any  material  respect  or  may be reasonably anticipated to increase in any
material  respect  above  historical  levels, or the general creditworthiness of
Account  Debtors  has  declined.  In  determining  whether to reduce the Margin,
Lender  may  consider  events, conditions, contingencies or risks which are also
considered  in  determining  Eligible  Accounts  or in establishing Availability
Reserves.

               2.1.2.  LETTERS OF CREDIT.  In addition to the foregoing, so long
                       ------------------
as  the  Line  of  Credit remains open, Borrower shall have the further right to
apply  for,  commercial or standby letters of credit ("Letters of Credit") to be
                                                       -----------------
issued  by  Lender  for  use  by Borrower in the ordinary course of its business
operations pursuant to a separate application and agreement (one per each Letter
                                                             -------------------
of  Credit)  to  be executed between Lender and Borrower, which shall set forth,
----------
among  other things, the purpose, beneficiary, the expiry date and credit limit,
together  with  the  fees  and  charges  imposed  by Lender for the issuance and
administration  thereof.  The  issuance of each Letter of Credit shall be within


                                      -15-
<PAGE>
the  sole  discretion  of  Lender.  All outstanding Letter of Credit Obligations
shall  be  reserved  by  Lender against borrowing availability under the Line of
Credit,  as  more  particularly  described  in  the  definition  of  the  Margin
Requirement.  Lender  shall  have the continuing right to charge as Advances any
outstanding  unreimbursed  drawings under any Letters of Credit and any fees and
charges  associated therewith.  Lender shall have the further right from time to
time  to  impose  sublimits  on  the  aggregate amounts of Letters of Credit and
Letter  of  Credit Obligations at any one time outstanding.  At any time that an
Event  of  Default  exists,  upon  Lender's  request, Borrower will furnish cash
collateral  to  Lender  to  secure  the  reimbursement  obligations to Lender in
connection with any Letter of Credit Obligations, and in such case, the Advances
otherwise  available to Borrower shall not be reduced as provided in clause (iv)
of  the  definition  of  Availability  Reserve,  to  the  extent  of  such  cash
collateral.

               2.2     INTEREST  AND  OTHER  CHARGES.
                       ------------------------------

               2.2.1.  INTEREST  AT  APPLICABLE RATE.  Lender and Borrower agree
                       ------------------------------
that  the interest rate payable on each Borrowing (herein called the "Applicable
                                                                      ----------
Rate")  shall  be  determined  as  follows:
----

               (a)     LINE  OF  CREDIT.  Each  Advance under the Line of Credit
                       -----------------
shall  bear  interest initially at either (i) the Prime Rate plus three-quarters
                                                             ----
of one percent (0.75%) per annum, in the case of an Advance constituting a Prime
Borrowing  or  (ii)  subject  to  the  conditions  and  limitations set forth in
subsection  (c)  below,  the LIBOR Rate plus three percent (3.00%) per annum, in
                                        ----
the case of an Advance constituting a LIBOR Borrowing; subject, however, in each
                                                       ----------------
case,  to  subsequent  adjustment  as  provided  in  subsection  (b)  below.

              (b)   SUBSEQUENT  ADJUSTMENTS.  The  Applicable  Rate described in
                    ------------------------
subsection  (a)  above  shall  be  subject to subsequent adjustment, up or down,
based  on  Borrower's  financial  performance,  determined  by  reference to the
Consolidated  Funded  Debt/Consolidated  EBITDA  Ratio (herein called, the "Test
                                                                            ----
Ratio"),  measured quarterly; that is, if the Test Ratio, measured as of the end
-----
of each Fiscal Quarter of Borrower for the immediately preceding four (4) Fiscal
Quarters,  commencing  with  the Fiscal Quarter ending closest to, but occurring
after, the Closing Date, is as described below, the Applicable Rate shall be the
interest  rate  appearing  opposite  said  Test  Ratio:

      Consolidated Funded                     Prime               LIBOR
      Debt/Consolidated EBITDA Ratio        Borrowings          Borrowings
      --------------------------------  ------------------  ------------------

      Greater than or equal to          Prime Rate + 0.75%  LIBOR Rate + 3.00%
        4.0 to 1.0

      Less than 4.0 to 1.0 but greater  Prime Rate + 0.50%  LIBOR Rate + 2.75%
        than or equal to 3.0 to 1.0

      Less than 3.0 to 1.0 but greater  Prime Rate + 0.25%  LIBOR Rate + 2.50%
        than or equal to 2.0 to 1.0

      Less than 2.0 to 1.0              Prime Rate          LIBOR Rate + 2.25%


                                      -16-
<PAGE>
Lender  shall  determine  whether any adjustment to the Applicable Rate is to be
made  quarterly,  based  on  Borrower's  financial statements as of and for each
Fiscal  Quarter end delivered to Lender pursuant to Section 10.6, provided, that
                                                                  --------  ----
if  such  financial  statements  are  not  timely  delivered  to Lender, then an
adjustment  to the Applicable Rate shall be made based on an assumed delivery of
said  financial  statements  reflecting  a  Test  Ratio  of 4.0 to 1.0, provided
                                                                        --------
further  if  any  Default  Condition  or  Event  of  Default shall then exist no
adjustment  downward  shall  occur.  Each such adjustment to the Applicable Rate
shall  become  effective as of the first day of the calendar month following the
date  on  which such financial statements are delivered (or deemed delivered) to
Lender,  and  shall  remain effective unless and until any subsequent adjustment
becomes  effective  in  accordance  with the terms of this subsection (b).  Each
such  adjustment  shall apply to all Prime Borrowings then existing and any made
during  the  period  for  which  such  adjustment  becomes  effective;  and such
adjustment  shall apply only to LIBOR Borrowings made (including conversions and
continuations)  within such period (but not to any then existing).  In the event
that  the  annual  audit  report  of  Borrower for any Fiscal Year shall require
restatement  of  financial  statements  of  Borrower  and such restatement shall
effect  the Test Ratio and would have required a different Applicable Rate to be
in  effect for prior periods, then Lender at its option, may require Borrower to
make  additional  payments  of interest for such prior periods in amounts not to
exceed  the  difference  between  the amount of interest paid in respect of such
prior  periods  and  the  amount that would have been payable in respect of such
periods  under  the  effected  Test  Ratio.

               (c)     CONDITIONS  AND  LIMITATIONS  ON  LIBOR  BORROWINGS.  All
                       ----------------------------------------------------
Borrowings  obtained  on  the  Closing Date and for a period of two (2) Business
Days  thereafter  shall be Prime Borrowings.  Thereafter Borrower shall have the
continuing right, provided that no Event of Default or Default Condition exists,
to  obtain  LIBOR Borrowings or to convert Prime Borrowings to LIBOR Borrowings;
subject,  however, to the following conditions and limitations: (i) the Interest
 ----------------
Period  for  LIBOR  Borrowings in respect of the Line of Credit shall not exceed
the  Termination  Date;  (ii)  if  on  or prior to the first day of any Interest
Period,  Lender  determines  that  deposits  in  United  States  Dollars (in the
applicable  amounts)  are  not  being  offered  in  the relevant market for such
Interest  Period  or  that the LIBOR Rate will not adequately and fairly reflect
the  cost to Lender of funding any relevant borrowings for such Interest Period,
then,  Lender  shall forthwith give notice thereof to Borrower, whereupon, until
Lender  notifies  Borrower that the circumstances giving rise to such suspension
no  longer exist, the obligation of Lender to make LIBOR Borrowings available to
Borrower  shall  be  suspended;  and  (iii) if, at any time, a change of law, or
compliance  by  Lender  with any request or directive (whether or not having the
force  of  law)  of  any  governmental  authority  shall  make  it  unlawful  or
impracticable  for  Lender  to  make  available,  maintain  or  fund  any  LIBOR
Borrowings,  Lender  shall  forthwith  give  notice  to such effect to Borrower,
whereupon,  until Lender notifies Borrower that the circumstances giving rise to
such  suspension  no  longer  exist,  the  obligation  of  Lender  to  make such
Borrowings  available  to  Borrower  shall  be  suspended  and  if  Lender shall
determine  that  it  may  not  lawfully  continue  to maintain and fund any then
outstanding  Borrowings  to  maturity  and shall so specify in such notice, each
Borrowing  so  affected  shall  be  converted  to  a  Prime  Borrowing effective
immediately.


                                      -17-
<PAGE>
               (d)     PAYMENT  OF  INTEREST.  Accrued  interest  on  each Prime
                       ----------------------
Borrowing  and  each  LIBOR  Borrowing  at  the Applicable Rate shall be due and
payable  monthly  in  arrears,  on the first day of each calendar month, for the
preceding  calendar  month  (or portion thereof), commencing on the first day of
the  first  calendar  month  following  the  Closing  Date.

               (e)     CALCULATION  OF  INTEREST  AND  FEES.  Interest  on  each
                       ------------------------------------
Borrowing  at  the  Applicable  Rate  (and  any  fees described in Section 2.2.2
computed  on  a  per  annum basis) shall be calculated on the basis of a 360-day
year and actual days elapsed.  The Applicable Rate on each Prime Borrowing shall
change  with  each  change  in  the  Prime  Rate, effective as of the opening of
business  on  the  Business  Day  of  such  change.

               (f)     CHARGING  PRINCIPAL,  INTEREST,  FEES  AND  EXPENSES.
                       -----------------------------------------------------
Principal and accrued and unpaid interest on any Borrowings (and any outstanding
fees described in Section 2.2.2 and expenses under this Agreement) may, when due
and  payable,  be  paid,  at  Lender's option (without any obligation to do so),
either  (i) by Lender's charging the Line of Credit for an Advance in the amount
thereof;  or (ii) by Lender's debiting any deposit account constituting Balances
Collateral  for  the  amount  thereof.

               (g)     RATE  ON  OTHER  OBLIGATIONS.  To the extent that, at any
                       -----------------------------
time, there are other Obligations besides Advances which are due and payable and
are  unpaid, such Obligations shall, unless any Note evidencing such Obligations
provides  otherwise,  bear  interest  at  the same rate per annum as is then and
thereafter  payable  on  Prime  Borrowings  under  the  Line  of  Credit.

               2.2.2  FEES.  In  addition  to  the  payment  of  interest at the
                      ----
Applicable  Rate,  Borrower  shall also be obligated to pay Lender the following
fees  and  charges:

               (a)     LOAN  ORIGINATION  FEE.  On  the  Closing  Date,  a fully
                       -----------------------
earned, non-refundable loan origination fee of Sixty Thousand and No/100 Dollars
($60,000).

               (b)     LETTER  OF  CREDIT  FEE.  Letter of Credit fees, equal in
                       ------------------------
amount  to  the Applicable Margin for LIBOR Loans at such time multiplied by the
outstanding  amount of any Letter of Credit Obligations, due and payable monthly
in  arrears.

               (c)     COMMITMENT  FEE.   Borrower  shall  pay  to  Lender a fee
                       ----------------
equal  to (i) the Applicable Commitment Fee Margin multiplied by (ii) the amount
by  which the Average Line of Credit Balance for any quarter (or portion thereof
that the Agreement is in effect) is less than the Line of Credit, such fee to be
paid  on  the  first  day  of  the  following  quarter; but if this Agreement is
terminated  on  a  day  other than the first day of a quarter, then any such fee
payable  for  the  quarter in which termination shall occur shall be paid on the
effective  date  of  such  termination.

               (d)     CANCELLATION  FEE.  Borrower  shall  pay  to  Lender  a
                       ------------------
cancellation  fee  of $40,000 in the event that the Line of Credit is terminated
for  any  reason  (other  than  a  Termination  Event)  prior  to June 30, 2002;
provided,  that no cancellation fee shall be payable by Borrower if  the Line of
Credit  is  replaced  with  a Line of Credit by Lender in an amount greater than
$15,000,000  at  such  time.


                                      -18-
<PAGE>
               2.2.3.  CAPITAL  ADEQUACY.  If,  after  the  Closing  Date,  the
                       ------------------
adoption  of  any applicable law, rule or regulation regarding capital adequacy,
or  any  change  therein,  or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with  the  administration  thereof,  or compliance by Lender with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any  such  authority, central bank or comparable agency, affects or might affect
the  amount  of  capital  required or expected to be maintained by Lender or any
corporation  in  control of Lender and Lender determines that the amount of such
capital  is increased by or based upon Lender's obligations hereunder, then from
time to time, within thirty (30) days after demand by Lender, Borrower shall pay
to  Lender  such additional amount or amounts as will compensate Lender in light
of  such  circumstances,  to  the  extent that Lender reasonably determines such
increase  in  capital  is  allocable to Lender's obligations hereunder, and such
payment,  as  and  when received, shall be applied by Lender in reimbursement of
Lender's  increased  costs  in  regard  to  such  obligations.

               2.2.4.  USURY  SAVINGS  PROVISIONS.  Lender  and  Borrower hereby
                       ---------------------------
further  agree  that the only charge imposed by Lender upon Borrower for the use
of  money  in  connection herewith is and shall be the interest expressed in the
Master  Note,  at  the  rate  set  forth  in the Master Note, and that all other
charges imposed by Lender upon Borrower in connection herewith, are and shall be
deemed  to  be  charges  made  to  compensate  Lender  for  underwriting  and
administrative  services  and  costs, and other services and costs performed and
incurred,  and  to  be  performed and incurred, by Lender in connection with the
Borrowings, and shall under no circumstances be deemed to be charges for the use
of  money.  In  no  contingency  or  event whatsoever shall the aggregate of all
amounts  deemed  interest  hereunder or under the Notes and charged or collected
pursuant  to  the  terms  of  this Agreement or pursuant to the Notes exceed the
highest  rate  permissible under any law which a court of competent jurisdiction
shall,  in  a  final  determination, deem applicable  hereto.  In the event that
such  a  court determines that Lender has charged or received interest hereunder
in  excess  of  the  highest applicable rate, the rate in effect hereunder shall
automatically  be  reduced  to  the maximum rate permitted by applicable law and
Lender  shall  promptly  refund  to  Borrower any interest received by Lender in
excess  of  the maximum lawful rate or, if so requested by Borrower, shall apply
such  excess  to  the  principal  balance  of the Obligations.  It is the intent
hereof  that Borrower not pay or contract to pay, and that Lender not receive or
contract  to  receive, directly or indirectly in any manner whatsoever, interest
in  excess  of  that  which  may  be  paid  by  Borrower  under  applicable law.

          2.3.     GENERAL  PROVISIONS  AS  TO  PAYMENTS.
                   --------------------------------------

               2.3.1.  METHOD  OF  PAYMENT.  Unless  paid  in  accordance  with
                       -------------------
Section  2.2.1(f), all payments of interest, fees and principal pursuant to this
Agreement  must be received by Lender no later than 1:00 p.m.  (Atlanta, Georgia
time)  on  the date when due, in Federal or other funds immediately available to
Lender  in  Atlanta,  Georgia.


                                      -19-
<PAGE>
               2.3.2.  APPLICATION  OF  PAYMENT.  Except  as  may  be  otherwise
                       -----------------------
agreed  to  by  Borrower  and Lender and as set forth in Section 4.4 hereof, all
payments  received  by Lender hereunder shall be applied, in accordance with the
then  current  billing  statement applicable to the Borrowings, first to accrued
interest  due,  then to fees due, then to principal due and then to late charges
due.  Any  remaining  funds  shall  be  applied  to  the  further  reduction  of
principal.  In the event more than one Borrowing shall be outstanding hereunder,
Lender  in  its  sole  discretion  may determine which Borrowing(s) each payment
shall  be  applied  to.  Notwithstanding  the foregoing, upon the occurrence and
during  the  continuance  of  an  Event of Default, payments shall be applied as
determined  by  Lender  in  its  sole  discretion.

          2.4.     TERMINATION  EVENT.  If  either  of the Principals shall die,
                   ------------------
become incapacitated, cease to be the chief executive officer or chief financial
officer of Borrower or otherwise cease to be actively involved in the day-to-day
executive  management  of  Borrower  (a "Termination Event"), Lender may, at its
election,  terminate  the  Line  of  Credit  and  demand  payment  of all of the
Obligations  upon  ninety  (90)  days  prior  written notice to Borrower, unless
Borrower  replaces such Principal with a person of similar experience, skill and
expertise  reasonably  satisfactory to Lender (which consent of Lender shall not
be unreasonably withheld) within such ninety (90) day period.  Nothing contained
herein  shall  prohibit  Lender  from  exercising any of its rights and remedies
under the Loan Documents or applicable law if an Event of Default exists at such
time.

     3.     SECURITY  INTEREST.  As security for the payment of all Obligations,
            -------------------
Borrower  hereby  grants  to Lender a continuing, general lien upon and security
interest and security title in and to the following described property, wherever
located, whether now existing or hereafter acquired or arising, namely:  (a) the
Accounts  Receivable Collateral; (b) the Inventory Collateral; (c) the Equipment
Collateral; (d) the Intangibles Collateral; (e) the Balances Collateral; (f) the
Investment  Property; and (g) all products and/or proceeds of any and all of the
foregoing,  including,  without limitation, insurance proceeds.  The property of
Borrower  described  hereinabove  in  this  Article  3,  and  such  insurance as
described  in  Section  10.9 hereof are herein sometimes collectively called the
"Collateral".
 ----------

     4.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  APPLICABLE TO ACCOUNTS
            --------------------------------------------------------------------
RECEIVABLE  COLLATERAL.  With  respect  to  the  Accounts Receivable Collateral,
-----------------------
Borrower hereby represents, warrants and covenants to Lender as set forth below.

          4.1.     BONA  FIDE  ACCOUNTS.  Each  item  of the Accounts Receivable
                   ---------------------
Collateral  arises  or  will  arise  under  a  contract between Borrower and the
Account  Debtor,  or  from  the  bona  fide  sale  or  delivery  of  goods to or
performance  of  services  for,  the  Account  Debtor.

          4.2.     GOOD  TITLE.  Borrower  has  good  title  to  the  Accounts
                   ------------
Receivable  Collateral  free  and  clear  of  all  liens, security interests and
encumbrances  thereon  other  than  any Permitted Encumbrances, and no financing
statement  covering  the Accounts Receivable Collateral is on file in any public
office  other  than  any  evidencing  Permitted  Encumbrances.


                                      -20-
<PAGE>
          4.3.     RIGHT  TO  ASSIGN.  Borrower  has  full  right,  power  and
                   ------------------
authority  to  make  this  assignment  of the Accounts Receivable Collateral and
hereafter  will  not  pledge,  hypothecate,  grant a security interest in, sell,
assign, transfer, or otherwise dispose of the Accounts Receivable Collateral, or
any  interest  therein.

          4.4.     COLLATERAL RESERVE ACCOUNT.  Within sixty (60) days after the
                   ---------------------------
Closing  Date,  Borrower  shall  establish and maintain with Lender a Collateral
Reserve Account into which Borrower shall transfer and deliver all cash, checks,
drafts, items and other instruments for the payment of money which it now has or
may  at  any time hereafter receive in full or partial payment for the Inventory
Collateral  or  otherwise as proceeds of the Accounts Receivable Collateral and,
pending  such  transfer  and  delivery, Borrower shall be deemed to hold same in
trust  for the benefit of Lender.  Borrower shall not be entitled to draw on the
Collateral  Reserve  Account  without  the  prior  written  consent  of  Lender;
provided,  however,  that,  at  any  time  during  which  deposits  exist in the
           -------
Collateral  Reserve  Account,  Lender may withdraw such deposits, or any portion
thereof,  therefrom,  for  application against the Obligations in such manner as
Lender, in its sole discretion, may determine.  Lender may, additionally, at any
time  in  its  sole  discretion,  direct Account Debtors to make payments on the
Accounts Receivable Collateral, or portions thereof, directly to Lender, and the
Account  Debtors  are  hereby  authorized and directed to do so by Borrower upon
Lender's  direction,  and  the  funds so received shall be also deposited in the
Collateral  Reserve  Account,  or,  at  the election of Lender, upon its receipt
thereof,  be  applied  directly to repayment of the Obligations in such order as
Lender, in its sole discretion, shall determine.  Notwithstanding the foregoing,
however,  so  long  as  no Event of Default exists, Lender agrees to settle with
Borrower  as to any funds which may exist in the Collateral Reserve Account from
time  to  time  hereafter  on  a  mutually  agreeable  periodic  basis.

          4.5.     TRADE  STYLES.  Except  as  may  be  set forth on Exhibit "A"
                   --------------                                    -----------
attached  hereto,  Borrower  uses no trade names or trade styles in its business
operations  (herein,  "Trade Styles"), and Borrower covenants with Lender not to
                       ------------
use  any  Trade  Styles  in  its  business  operations  hereafter,  except as so
specified  on Exhibit "A" prior to having given Lender at least thirty (30) days
              ----------
prior  written  notice  thereof.  In  any  event,  to  the  extent  that, now or
hereafter,  Borrower uses any Trade Styles, Borrower hereby certifies and agrees
with  Lender  that:  (i)  all  of  the  accounts receivable and proceeds thereof
arising out of sales under the Trade Styles shall be the property of, and belong
to,  Borrower  and shall constitute Accounts Receivable Collateral; (ii) each of
the  Trade  Styles  is  a  trade  name  and  trade style (and not an independent
corporation  or  other  legal  entity)  by  which  Borrower identifies and sells
certain  of its products or services and under which it may conduct a portion of
its  business;  (iii)  all  accounts  receivable, proceeds thereof, and returned
merchandise  which  arise  from the sale of products invoiced under the names of
any  of  the Trade Styles shall be owned solely by Borrower and shall be subject
to the terms of this Agreement as they relate to Accounts Receivable Collateral;
and  (iv)  Borrower  hereby appoints Lender as its attorney-in-fact to file such
certificates  disclosing  Borrower's  use  of  the Trade Styles and to take such
other  actions on its behalf as are necessary to comply with the statutes of any
states  relating  to  the  use  of  fictitious or assumed business names, to the
extent  that  Borrower  fails  to  do  so.


                                      -21-
<PAGE>
          4.6.     POWER  OF  ATTORNEY.  Borrower  irrevocably  designates  and
                   --------------------
appoints  Lender its true and lawful attorney either in the name of Lender or in
the name of Borrower to ask for, demand, sue for, collect, compromise, compound,
receive,  receipt  for and give acquittances for any and all sums owing or which
may  become  due  upon  any  items  of  the Inventory Collateral or the Accounts
Receivable  Collateral and, in connection therewith, to take any and all actions
as Lender may deem necessary or desirable in order to realize upon the Inventory
Collateral  and  the  Accounts  Receivable  Collateral,  including,  without
limitation,  power to endorse in the name of Borrower, any checks, drafts, notes
or  other  instruments  received  in  payment  of or on account of the Inventory
Collateral  or the Accounts Receivable Collateral, but Lender shall not be under
any  duty  to  exercise any such authority or power or in any way be responsible
for  the  collection  of  the  Inventory  Collateral  or the Accounts Receivable
Collateral.

     5.     REPRESENTATIONS, WARRANTIES AND  COVENANTS  APPLICABLE  TO INVENTORY
            --------------------------------------------------------------------
COLLATERAL.  With respect to the Inventory Collateral, Borrower hereby
----------
represents, warrants  and  covenants  to  Lender  as  set  forth  below:

          5.1.     SALE OF INVENTORY COLLATERAL.  Borrower will not sell, lease,
                   -----------------------------
exchange,  or  otherwise  dispose of any of the Inventory Collateral without the
prior  written  consent of Lender, except in the ordinary course of business for
cash  or  on  open  account  or  on  terms of payment ordinarily extended to its
customers.  Upon  the  sale,  exchange  or  other  disposition  of the Inventory
Collateral,  the  security  interest  and  lien created and provided for herein,
without break in continuity and without further formality or act, shall continue
in  and attach to any proceeds thereof, including, without limitation, accounts,
contract  rights,  shipping  documents,  documents  of  title,  bills of lading,
warehouse  receipts,  dock warrants, dock receipts and cash or noncash proceeds,
and  in  the  event  of  any  unauthorized sale, shall continue in the Inventory
Collateral  itself.

          5.2.     INSURANCE.  Borrower  agrees that it will obtain and maintain
                   ----------
insurance  on  the Inventory Collateral with such companies, in such amounts and
against  such  risks  as  Lender may request, with loss payable to Lender as its
interests  may  appear.  Such  insurance  shall  not  be cancelable by Borrower,
unless  with  the  prior  written  consent  of Lender, or by Borrower's insurer,
unless  with at least thirty (30) days (or such greater or lesser number of days
as Lender may require or accept) advance written notice to Lender.  In addition,
Borrower  shall cause insurer to provide to Lender at least thirty (30) days (or
such  greater  or lesser number of days as Lender may require or accept) advance
written  notice prior to insurer's nonrenewal of such insurance.  Borrower shall
provide  to  Lender  a  copy  of  each  such  insurance  policy.

          5.3.     GOOD  TITLE.  Except  with  respect  to  any  Permitted
                   ------------
Encumbrances,  Borrower  owns  the  Inventory  Collateral  free and clear of any
security  interest,  lien  or  encumbrance, and no financing statements or other
evidences  of  the  grant  of  a  security  interest  respecting  the  Inventory
Collateral  exist  on  the  public  records as of the date hereof other than any
evidencing  any  Permitted  Encumbrances.


                                      -22-
<PAGE>
          5.4.     RIGHT  TO GRANT SECURITY INTEREST.  Borrower has the right to
                   ----------------------------------
grant  a  security  interest in the Inventory Collateral.  Borrower will pay all
taxes  and other charges against the Inventory Collateral, and Borrower will not
use  the  Inventory Collateral illegally or allow the Inventory Collateral to be
encumbered  except  for  the security interest in favor of Lender granted herein
and  except  for  any  Permitted  Encumbrances.

          5.5.     LOCATION OF INVENTORY COLLATERAL.  Borrower hereby represents
                   ---------------------------------
and  warrants to Lender that, as of the date hereof, the Inventory Collateral of
Borrower  is  situated  only  at  one  or  more  of the Collateral Locations and
Borrower  covenants  with  Lender  not to locate the Inventory Collateral at any
location  other  than  a  Collateral  Location without at least thirty (30) days
prior  written  notice  to  Lender.

     6.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS APPLICABLE TO EQUIPMENT
            --------------------------------------------------------------------
COLLATERAL.  With  respect  to  the  Equipment  Collateral,  Borrower  hereby
----------
represents,  warrants  and  covenants  to  Lender  as  set  forth  below:

           6.1.     SALE  OF  EQUIPMENT COLLATERAL.  Borrower will not sell,
                   -------------------------------
lease, exchange, or otherwise dispose of any of the Equipment Collateral without
the  prior  written  consent  of  Lender; provided, however, that, so long as no
                                          --------  -------  ----
Event of Default exists at such time or would result therefrom, (i) Borrower may
dispose  of  Equipment Collateral having an aggregate net book value of not more
than  $25,000  during  any Fiscal Year of Borrower, (ii) after notice to Lender,
Borrower  may  dispose  of  Equipment  Collateral  used  in  the  manufacturing
operations  of  Borrower  having  an  aggregate  net book value of not more than
$200,000  in  the aggregate during any Fiscal Year of Borrower, and any proceeds
received  from  such disposition shall be delivered to Lender for application to
the  Obligations,  and  (iii)  in  the  ordinary  course of Borrower's business,
Borrower  may  sell,  exchange or otherwise dispose of portions of its Equipment
Collateral  which  are  obsolete,  worn-out  or  unsuitable for continued use by
Borrower  if such Equipment Collateral is replaced promptly upon its disposition
with  equipment constituting Equipment Collateral having a market value equal to
or  greater  than  the  Equipment  Collateral so disposed of and in which Lender
shall  obtain  and  have  a  first  priority  security interest pursuant hereto.

          6.2.     INSURANCE.  Borrower  agrees that it will obtain and maintain
                   ----------
insurance  on  the  Equipment Collateral with such companies and in such amounts
and  against  such  risks as Lender may reasonably request, with loss payable to
Lender  as  its interests may appear.  Such insurance shall not be cancelable by
Borrower,  unless  with  the  prior  written consent of Lender, or by Borrower's
insurer, unless with at least thirty (30) days (or such lesser number of days as
Lender  may  require  or accept) advance written notice to Lender.  In addition,
Borrower  shall cause insurer to provide to Lender at least thirty (30) days (or
such  lesser  number  of  days  as Lender may require or accept) advance written
notice  prior to insurer's nonrenewal of such insurance.  Borrower shall provide
to  Lender  a  copy  of  each  such  insurance  policy.


                                      -23-
<PAGE>
           6.3.     GOOD TITLE.  Borrower owns the Equipment Collateral free and
                    -----------
clear  of  any  security  interest,  lien or encumbrance thereon other than with
respect  to  any  Permitted  Encumbrances  and  no financing statements or other
evidences  of  the  grant  of  a  security  interest  respecting  the  Equipment
Collateral  exist  on  the  public  records as of the date hereof other than any
evidencing  any  Permitted  Encumbrances.

          6.4.     RIGHT  TO GRANT SECURITY INTEREST.  Borrower has the right to
                   ----------------------------------
grant  a  security  interest in the Equipment Collateral.  Borrower will pay all
taxes  and other charges against the Equipment Collateral, Borrower will not use
the  Equipment  Collateral  illegally  or  allow  the Equipment Collateral to be
encumbered  except  for  the security interest in favor of Lender granted herein
and  except  for  any  Permitted  Encumbrances.

          6.5.     LOCATION.  As of the date hereof, the Equipment Collateral is
                   ---------
located only at one or more of the Collateral Locations and, hereafter, Borrower
covenants  with  Lender  not  to  locate  any of the Equipment Collateral at any
location  other  than  a  Collateral  Location without at least thirty (30) days
written  notice  to  Lender.

     7.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  APPLICABLE TO BALANCES
            --------------------------------------------------------------------
COLLATERAL.  With  respect  to  the  Balances  Collateral,  Borrower  hereby
----------
represents,  warrants  and  covenants  to  Lender  as  set  forth  below:
----------

          7.1.     OWNERSHIP.  Borrower  owns  the  Balances Collateral free and
                   ---------
clear  of  any  Liens  thereon,  except  for  any  Permitted  Encumbrances.

          7.2.     REMEDIES.  In addition to such other rights and remedies with
                   --------
respect  to  the Balances Collateral as may exist from time to time hereafter in
favor  of  Lender, whether by way of set-off, banker's lien, consensual security
interest or otherwise, Lender may upon the occurrence and during the continuance
of  an  Event of Default, charge any part or all of the obligations of Lender to
Borrower  represented  by  items  constituting  the  Balances  Collateral in the
possession  and  control  of  Lender  against  the  Obligations.

          7.3.     LIENS.  Hereafter,  Borrower will not incur, create or suffer
                   -----
to  exist  any  Lien  upon  the  Balances  Collateral,  except  for  Permitted
Encumbrances, or sell, convey, hypothecate, pledge or assign its right, title or
interest  therein,  without  the  prior  written  consent  of  Lender  thereto.

     8.     REPRESENTATIONS,  WARRANTIES AND COVENANTS APPLICABLE TO INTANGIBLES
            --------------------------------------------------------------------
COLLATERAL.  With  respect  to  the  Intangibles  Collateral,  Borrower  hereby
-----------
represents,  warrants  and  covenants  to  Lender  as  set  forth  below:
-------
          8.1.     OWNERSHIP.  Borrower owns the Intangibles Collateral free and
                   ----------
clear of any Liens thereon other than with respect to any Permitted Encumbrances
and  no  financing  statements  or  other  evidences  of the grant of a security
interest  respecting  the  Intangibles Collateral exist on the public records as
of  the  date  hereof  other  than  any  evidencing  any Permitted Encumbrances.


                                      -24-
<PAGE>
          8.2.     LIENS.  Hereafter,  Borrower will not incur, create or suffer
                   ------
to  exist  any  Lien  upon  the  Intangibles  Collateral except for the security
interest  granted  herein  and  except  for  any Permitted Encumbrances or sell,
convey,  hypothecate,  pledge  or  assign  its right, title or interest therein.

          8.3.     PRESERVATION.  Hereafter,  Borrower  will  take all necessary
                   -------------
and  appropriate  measures  to  obtain,  maintain,  protect  and  preserve  the
Intangibles  Collateral including, without limitation, registration thereof with
the  appropriate  state  or  federal  governmental  agency  or  department.

     9.     GENERAL  REPRESENTATIONS  AND WARRANTIES.  In order to induce Lender
            -----------------------------------------
to  enter into this Agreement, Borrower hereby represents and warrants to Lender
(which  representations  and warranties, together with any other representations
and  warranties  of  Borrower  contained  elsewhere  in this Agreement, shall be
deemed to be renewed as of the date of each Advance under the Line of Credit) as
set  forth  below:

          9.1.     CORPORATE  EXISTENCE  AND  QUALIFICATION.  Borrower  is  a
                   -----------------------------------------
corporation duly organized, validly existing and in good standing under the laws
of  the  State  of  its  incorporation,  as  designated on Exhibit "A", with its
                                                           ----------
principal  place  of  business, chief executive office and office where it keeps
all  of  its books and records being located at the Executive Office and is duly
qualified as a foreign corporation in good standing in each other state in which
a  Collateral Location is situated or wherein the conduct of its business or the
ownership  of its property requires such qualification, except where the failure
to  be  so qualified could not reasonably be expected to have a Material Adverse
Effect.  Borrower has as its corporate name, as registered with the secretary of
state  of  the state of its incorporation, the words first inscribed hereinabove
as  its  name,  and,  except  as  may  be described on Exhibit "A", has not done
                                                       -----------
business  under  any  other  name  for  at  least  the  past  five  (5)  years.

          9.2.     CORPORATE  AUTHORITY;  VALIDITY AND BINDING EFFECT.  Borrower
                   ---------------------------------------------------
has  the  power  to  make,  deliver and perform under the Loan Documents, and to
borrow  hereunder,  and has taken all necessary and appropriate corporate action
to  authorize  the  execution,  delivery  and performance of the Loan Documents.
This  Agreement  constitutes,  and  the  remainder  of  the Loan Documents, when
executed  and  delivered  for  value  received,  will  constitute,  the  valid
obligations  of  Borrower, legally binding upon it and enforceable against it in
accordance  with  their  respective  terms.

          9.3.     INCUMBENCY  AND  AUTHORITY  OF  SIGNING  OFFICERS.  The
                   --------------------------------------------------
undersigned  officers of Borrower hold the offices specified hereinbelow and, in
such  capacities,  are  duly  authorized  and  empowered  to execute, attest and
deliver this Agreement and the remainder of the Loan Documents for and on behalf
of  Borrower,  and  to  bind  Borrower  accordingly  thereby.

          9.4.     NO  MATERIAL  LITIGATION.  Except  as  may  be  set  forth on
                   -------------------------
Exhibit  "A",  there are no legal proceedings pending (or, so far as Borrower or
-----------
its  officers know, threatened), before any court or administrative agency which
could  reasonably  be  expected to materially and adversely affect the financial
condition  or  operations  of  Borrower.


                                      -25-
<PAGE>
          9.5.     TAXES.  Borrower  has  filed  or  caused  to be filed all tax
                   ------
returns  required  to  be filed by it and has paid all taxes shown to be due and
payable  by it on said returns or on any assessments made against it, except for
any  such  taxes  which are being contested in good faith and for which adequate
reserves  are  reflected  on  the financial statements of Borrower in accordance
with  GAAP.

          9.6.     CAPITAL  STOCK.  All  capital stock, debentures, bonds, notes
                   ---------------
and  all  other  securities  of  Borrower  presently  issued and outstanding are
validly  and  properly issued in accordance with all applicable laws, including,
but not limited to, the "blue sky" laws of all applicable states and the federal
securities  laws.

          9.7.     CORPORATE ORGANIZATION.  The articles of incorporation of and
                   -----------------------
bylaws  of  Borrower  are in full force and effect under the law of the state of
its  incorporation  and  all  amendments  to  said articles of incorporation and
bylaws  have  been  duly  and  properly  made  under  and in accordance with all
applicable  laws.

          9.8.     INSOLVENCY.  After  giving  effect  to  the  execution  and
                   -----------
delivery  of  the  Loan  Documents and the making of any disbursements under the
Notes, Borrower will not be "insolvent", within the meaning of such term as used
in  O.C.G.A.   18-2-22  or as defined in   101(32) of the Bankruptcy Code; or be
unable  to  pay  its  debts  generally  as  such  debts  become  due; or have an
unreasonably  small  capital.

          9.9.     TITLE.  Borrower  has good and marketable title to all of its
                   ------
properties subject to no material Lien of any kind except as otherwise disclosed
in  writing  to  Lender  and  as  to  the  Collateral,  except for the Permitted
Encumbrances.

          9.10.     MARGIN  STOCK.  Borrower  is  not engaged principally, or as
                    --------------
one  of  its important activities, in the business of purchasing or carrying any
"margin  stock",  as that term is defined in Section 221.2(h) of Regulation U of
the  Board  of  Governors  of  the  Federal  Reserve  System, and no part of the
proceeds of any borrowing made pursuant hereto will be used to purchase or carry
any  such  margin  stock  or  to  extend  credit  to  others  for the purpose of
purchasing  or  carrying any such margin stock, or be used for any purpose which
violates,  or which is inconsistent with, the provisions of Regulation X of said
Board  of  Governors.  In  connection herewith, if requested by Lender, Borrower
will  furnish  to  Lender  a  statement  in  conformity with the requirements of
Federal  Reserve  Form  U-1  referred  to  in said Regulation U to the foregoing
effect.


                                      -26-
<PAGE>
          9.11.     NO  VIOLATIONS.  The  execution, delivery and performance by
                    ---------------
Borrower  of  this  Agreement  and  the  Notes  have been duly authorized by all
necessary  corporate  action  and  do  not  and  will not require any consent or
approval  of  the  shareholders  of  Borrower, violate any provision of any law,
rule,  regulation  (including,  without limitation, Regulation X of the Board of
Governors  of  the  Federal  Reserve System), order, writ, judgment, injunction,
decree,  determination  or  award  presently  in  effect having applicability to
Borrower  or  of  the charter or bylaws of Borrower, or result in a breach of or
constitute a default under any Material Contract or under any other indenture or
loan  or  credit  agreement or any other agreement, lease or instrument to which
Borrower  is  a party or by which it or its properties may be bound or affected;
and  Borrower  is  not  in  default under any such law, rule, regulation, order,
writ,  judgment,  injunction,  decree,  determination  or  award  or  any  such
indenture, agreement, lease or instrument where such default could reasonably be
expected  to  have  a  Material  Adverse  Effect.

          9.12.     FINANCIAL  STATEMENTS.  The  audited financial statements of
                    ----------------------
Borrower  and  its Consolidated Subsidiaries (if any) for its most recent Fiscal
Year  together  with  the  unaudited  financial  statements  of Borrower and its
Consolidated  Subsidiaries  (if any) for that portion ended with its most recent
Fiscal  Month  of  its  current  Fiscal  Year,  for  which  statements have been
prepared, copies of which heretofore have been furnished to Lender, are complete
and  accurately and fairly represent the financial condition of Borrower and its
Consolidated  Subsidiaries  (if  any),  the  results  of  its operations and the
transactions in its equity accounts as of the dates and for the periods referred
to  therein,  and  have  been  prepared  in  accordance with GAAP.  There are no
material  liabilities,  direct  or indirect, fixed or contingent, of Borrower or
any  such  Consolidated Subsidiaries as of the date of such financial statements
which  are  not  reflected therein or in the notes thereto.  No Material Adverse
Effect  has  occurred  since  the date of the balance sheet contained in audited
financial  statements  described  hereinabove.

          9.13.     PURCHASE  OF  COLLATERAL.  Within  the  twelve  (12)  months
                    -------------------------
period  preceding  the  Closing  Date,  neither  Borrower nor any Subsidiary has
purchased any of the Collateral in a bulk transfer or in a transaction which was
outside  the  ordinary  course  of  the  business  of  Borrower's  seller.

          9.14.     POLLUTION  AND  ENVIRONMENTAL  CONTROL.  Borrower  and  each
                    ---------------------------------------
Subsidiary  have  obtained  all permits, licenses and other authorizations which
are  required under, and is in material compliance with, all Environmental Laws,
except  where  failure  to  have  obtained  any such permits, licenses and other
authorizations  or to be in material compliance could not reasonably be expected
to  have  a  Material  Adverse  Effect.

          9.15.     POSSESSION OF PERMITS.  Borrower and each Subsidiary possess
                    ----------------------
all  franchises,  certificates,  licenses, permits and other authorizations from
governmental  political subdivisions or regulatory authorities, and all patents,
trademarks,  service marks, trade names, copyrights, licenses and  other rights,
free  from  burdensome  restrictions,  that  are  necessary  for  the ownership,
maintenance  and  operation of any of its properties and assets, and Borrower is
not  in violation of any thereof, except where the failure to so possess or such
violation  could  not  reasonably be expected to have a Material Adverse Effect.

          9.16.     SUBSIDIARIES.  As  of  the  Closing  Date,  Borrower  has no
                    -------------
Subsidiaries  except  as  described  on  Exhibit  "A".
                                         ------------


                                      -27-
<PAGE>
          9.17.     FEDERAL  TAXPAYER IDENTIFICATION NUMBER.  Borrower's federal
                    ----------------------------------------
taxpayer  identification  number  is  as  indicated  on  Exhibit  "A".
                                                         ------------

          9.18.     EMPLOYEE  BENEFIT  PLANS.  As  of the Closing Date, Borrower
                    -------------------------
has  no  Employee  Benefit  Plans  except  as  described  on  Exhibit  "A".
                                                              ------------

     10.     AFFIRMATIVE  COVENANTS.  Borrower covenants to Lender that from and
             -----------------------
after  the  date  hereof, and so long as any amount remains unpaid on account of
any of the Obligations (other than Obligations in respect of indemnification and
other  similar  contingent Obligations that expressly survive the termination of
this  Agreement)  or  this Agreement remains effective (whichever is the last to
occur),  Borrower  will  comply  (and  cause each Subsidiary to comply) with the
affirmative  covenants  set  forth  below:

          10.1.     RECORDS RESPECTING COLLATERAL.  All records of Borrower with
                    ------------------------------
respect  to  the Collateral will be kept at its Executive Office and will not be
removed  from  such  address  without  the  prior  written  consent  of  Lender.

          10.2.     FURTHER  ASSURANCES.  Borrower  shall  duly  execute  and/or
                    --------------------
deliver  (or  cause  to  be  duly  executed  and/or  delivered)  to  Lender  any
instrument,  invoice,  document,  document of title, dock warrant, dock receipt,
warehouse  receipt,  bill  of  lading,  order,  financing statement, assignment,
waiver,  consent or other writing which may be reasonably necessary to Lender to
carry out the terms of this Agreement and any of the other Loan Documents and to
perfect  its  security  interest  in  and  facilitate  the  collection  of  the
Collateral,  the  proceeds  thereof,  and  any  other  property  at  any  time
constituting  security  to  Lender.  Borrower  shall  perform  or  cause  to  be
performed such acts as Lender may request to establish and maintain for Lender a
valid  and  perfected security interest in and security title to the Collateral,
free  and  clear  of  any  Liens  other  than  Permitted  Encumbrances.

          10.3.     RIGHT  TO  INSPECT.  Lender  (or  any  person  or  persons
                    -------------------
designated  by  it) shall, in its sole discretion, have the right to call at any
place  of  business of Borrower at any reasonable time and without prior notice,
and,  without  hindrance  or delay, inspect, audit, check and make extracts from
Borrower's books, records, journals, orders, receipts and any correspondence and
other  data  relating  to the Collateral, to Borrower's business or to any other
transactions between the parties hereto.  Borrower shall pay to Lender, Lender's
standard audit fee for each audit performed by Lender's employees or its agents,
provided  however,  that  unless an Event of Default shall exist, Borrower shall
--------  -------
not  be required to pay for more than four (4) audits during any Fiscal Year and
shall  not  be required to pay more than $2,500 per audit plus any out-of-pocket
expenses  for  each  such  field  audit.

          10.4.     REPORTS.  Borrower shall, as soon as practicable, but in any
                    --------
event  on  or  before  fifteen  (15)  days after the end of each calendar month,
furnish  or cause to be furnished to Lender a status report, certified by a duly
authorized  officer of Borrower, showing the aggregate dollar value of the items
comprising  the  Accounts  Receivable  Collateral and the age of each individual
item  thereof as of the last day of the preceding Fiscal Month (segregating such
items  in  such  manner and to such degree as Lender may request), a schedule of
Accounts  Receivable  Collateral that does not constitute Eligible Accounts, the
aggregate  dollar value of the items comprising the accounts payable of Borrower
and  the age of each individual item thereof as of the last day of the preceding
Fiscal Month (segregating such items in such manner and to such degree as Lender
may  request),  plus  the  type,  dollar  value  and  location  of the Inventory
Collateral  as  at the end of the preceding Fiscal Month, valued at the lower of
its  first-in, first-out cost or market value.  Additionally, Lender may, at any
time  in  its  sole  discretion, require Borrower to permit Lender to verify the
individual  account  balances of the individual Account Debtors immediately upon
its  request therefor.  In any event, with the above described status report for
the  month  of  December  of each year and upon request from Lender, made at any
time  hereafter,  Borrower shall furnish Lender with a then current customer and
Account  Debtor  name  and  address  list.


                                      -28-
<PAGE>
          10.5.     SETTLEMENT REPORTS.  Borrower shall, as soon as practicable,
                    -------------------
but  in  any  event  on  or  before  Monday  of  each week or such more frequent
intervals as required by Lender from time to time, prepare and deliver to Lender
a  settlement  report  that  sets  forth the gross domestic accounts receivable,
together  with  accompanying  documentation  required by Lender, with respect to
satisfaction  of  the  Margin  Requirement  as  of the last day of the reporting
period  (and  on or before fifteen (15) days after the end of each month, a list
of  ineligible  accounts  receivable  as of the last day of such month), in such
form  as  specified  in Exhibit "D" or such other form as Lender may deliver for
                        ----------
such  purpose  to Borrower from time to time hereafter, the statements in which,
in  each  instance,  shall  be  certified  as  to  truth  and accuracy by a duly
authorized  officer  of  Borrower.

          10.6.     PERIODIC  FINANCIAL  STATEMENTS.  Borrower shall, as soon as
                    --------------------------------
practicable, and in any event within twenty-five (25) days after the end of each
Fiscal  Month,  furnish to Lender unaudited financial statements of Borrower and
each  Consolidated  Subsidiary,  including balance sheets, income statements and
statements  of cash flow, for the Fiscal Month ended, and for the Fiscal Year to
date,  on  a  Consolidated  and  consolidating  basis, certified as to truth and
accuracy  by  a  duly  authorized  officer  of  Borrower.

          10.7.     ANNUAL  FINANCIAL  STATEMENTS.  Borrower  shall,  as soon as
                    ------------------------------
practicable,  and  in  any  event  within ninety (90) days after the end of each
Fiscal  Year,  furnish  to Lender the annual audit report of Borrower, certified
without  material  qualification  by  independent  certified  public accountants
selected  by  Borrower and acceptable to Lender, and prepared in accordance with
GAAP,  together  with  relevant  financial statements of Borrower for the Fiscal
Year  then  ended,  on  a consolidating and a Consolidated basis, if applicable.
Borrower shall cause said accountants to furnish Lender with a statement that in
making  their  examination  of  such  financial  statements,  they  obtained  no
knowledge  of  any  Event  of  Default  or  Default  Condition which pertains to
accounting matters relating to this Agreement or the Notes, or, in lieu thereof,
a  statement  specifying the nature and period of existence of any such Event of
Default  or  Default  Condition  disclosed  by  their  examination.


                                      -29-
<PAGE>
          10.8.     PAYMENT  OF  TAXES.  Borrower  shall  pay  and discharge all
                    -------------------
taxes,  assessments  and  governmental  charges  upon  it,  its  income  and its
properties  prior  to  the date on which penalties attach thereto, unless and to
the  extent  only  that (x) such taxes, assessments and governmental charges are
either  (i)  being  contested  in  good  faith and by appropriate proceedings by
Borrower,  and  Borrower maintains reasonable reserves on its books therefor  or
(ii)  such  taxes,  assessments or governmental charges are less than $25,000 in
the  aggregate  at  any  time  and (y) the payment of such taxes, assessments or
governmental  charges does not result in a Lien upon any of the Collateral other
than  a  Permitted  Encumbrance.

          10.9.     MAINTENANCE  OF  INSURANCE.  In  addition  to and cumulative
                    ---------------------------
with  any  other  requirements  herein  imposed  on  Borrower  with  respect  to
insurance,  Borrower  shall  maintain  insurance  with  responsible  insurance
companies  on  such of its properties, in such amounts and against such risks as
is  customarily maintained by similar businesses operating in the same vicinity,
but in any event to include business interruption, cargo, property and casualty,
flood,  windstorm,  fire,  theft,  extended  coverage  and product liability and
errors  and  omissions,  insurance in amounts satisfactory to Lender, which such
insurance  shall  not  be  cancelable by Borrower, unless with the prior written
consent  of  Lender,  or by Borrower's insurer, unless with at least thirty (30)
days  (or  such  lesser or greater number of days as Lender may agree or accept)
advance  written notice to Lender thereof.  Borrower shall file with Lender upon
its  request  a detailed list of such insurance then in effect stating the names
of  the  insurance  companies,  the  amounts  and rate of insurance, the date of
expiration  thereof,  the  properties  and risks covered thereby and the insured
with  respect  thereto,  a copy of each such insurance policy, and within thirty
(30)  days after notice in writing from Lender, obtain such additional insurance
as  Lender  may  reasonably  request.

          10.10.     MAINTENANCE  OF  PROPERTY  AND  MANAGEMENT.  Borrower shall
                     -------------------------------------------
maintain  its  property  in  good working condition and its executive management
satisfactory  to  Lender.

          10.11.     CERTIFICATE  OF  NO  DEFAULT.  Borrower shall, on a monthly
                     -----------------------------
basis  not later than twenty-five (25) days after the close of each of its first
eleven  Fiscal Months and not later than ninety (90) days after the close of its
Fiscal  Year,  certify  to  Lender, in a statement executed by a duly authorized
officer of Borrower in the form of Exhibit "C" attached hereto, that no Event of
                                   -----------
Default  and  no  Default  Condition  exists or has occurred, or, if an Event of
Default  or  Default Condition exists or has occurred, specifying the nature and
period  of  existence  thereof.  Such  certificate  shall  also  set  forth,  in
reasonable  detail,  compliance  with  all  financial  covenants  set  forth  in
Supplement  A  for  the immediately preceding Fiscal Month or Fiscal Quarter, as
-------------
applicable.

          10.12.     CHANGE  OF  PRINCIPAL  PLACE  OF BUSINESS.  Borrower hereby
                     ------------------------------------------
understands  and  agrees that if, at any time hereafter, Borrower elects to move
its  Executive Office, or if Borrower elects to change its name, identity or its
structure  to  other  than a corporate structure, Borrower will notify Lender in
writing  at  least  thirty  (30)  days  prior  thereto.

          10.13.     WAIVERS.  With respect to each of the Collateral Locations,
                     --------
Borrower  will  obtain  such  waivers  of  lien,  estoppel  certificates  or
subordination agreements as Lender may reasonably require to insure the priority
of  its  security  interest  in  that portion of the Collateral situated at such
locations.


                                      -30-
<PAGE>
          10.14.     PRESERVATION  OF  CORPORATE  EXISTENCE.  Borrower  shall
                     ---------------------------------------
preserve and maintain its corporate existence and remain in good standing in the
jurisdiction of its incorporation, and qualify and remain qualified as a foreign
corporation  in  each jurisdiction in which a Collateral Location is situated or
wherein  the  conduct  of its business or the ownership of its property requires
such  qualification,  except  where  the  failure  to  be so qualified could not
reasonably  be  expected  to  have  a  Material  Adverse  Effect.

          10.15.     COMPLIANCE  WITH  LAWS.  Borrower  and  each  of  its
                     -----------------------
Subsidiaries  shall  comply with the requirements of all applicable laws, rules,
regulations  and  orders of any governmental authority, noncompliance with which
would  or  could  reasonably  be  expected  to  have  a Material Adverse Effect.
Without  limiting  the  foregoing,  each  of Borrower and its Subsidiaries shall
obtain  and  maintain  all  permits, licenses and other authorizations which are
required  under,  and  otherwise comply with, all federal, state, and local laws
and  regulations  (except  where  the  failure to so obtain or maintain any such
permits,  licenses  or  other authorizations could not reasonably be expected to
have  a  Material  Adverse  Effect).

          10.16.     SUBORDINATIONS.  Borrower  shall  provide  Lender  with  a
                     ---------------
subordination  agreement, in form satisfactory to Lender, executed by any person
who  is  an  officer  or  director  of Borrower to whom Borrower is or hereafter
becomes indebted for money borrowed, subordinating in right of payment and claim
all of such indebtedness and any future advances thereon to the claims of Lender
on  the  Notes and the other Obligations so long as any amount remains unpaid on
the  Notes  or  any  of  the  Obligations.  Such  subordination  agreement shall
provide,  among  other  things,  that  no  principal  or  interest  on  any such
indebtedness  shall  be  repaid unless and until there is no outstanding balance
due  and payable on the Notes or on any other Obligations of Borrower to Lender.

          10.17.     CERTAIN  REQUIRED  NOTICES.  Promptly,  upon its receipt of
                     ---------------------------
notice or knowledge thereof, Borrower will report to Lender:  (i) any lawsuit or
administrative  proceeding  in which Borrower is a defendant in which the amount
or  amounts  in controversy exceed $100,000; or (ii) the existence and nature of
any  Default  Condition  or  Event  of  Default.

          10.18.     PROJECTIONS.  As  soon  as practicable, and in any event no
                     ------------
later  than  ten  (10)  days  prior  to the end of each Fiscal Year of Borrower,
Borrower shall deliver to Lender projected annual profit and loss statements for
the forthcoming Fiscal Year, and projected balance sheets and statements of cash
flows for each Fiscal Month of the coming Fiscal Year, all in form and substance
satisfactory  to  Lender.

          10.19.     BANK  ACCOUNTS.  Not later than December 31, 2000, Borrower
                     --------------
shall  have  established  and  thereafter shall maintain its primary deposit and
disbursing  accounts  with  Lender.


                                      -31-
<PAGE>
          10.20.     MATERIAL  CONTRACTS.  Borrower shall not amend any Material
                     -------------------
Contract  without  the  prior  written  consent  of Lender unless such amendment
would  not  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

          10.21.     STOCK  PLEDGE AGREEMENTS.  Within sixty (60) days after the
                     ------------------------
Closing  Date,  Borrower  shall  deliver  to  Lender  duly executed stock pledge
agreements  in favor of Lender that reflect the pledge by Borrower of sixty-five
percent  (65%)  of the voting stock of Concurrent Computer Holding Company Ltd.,
Concurrent  Computer  GmbH, Concurrent Computer France S.A., Concurrent Computer
Corporation  Pty  Ltd. and Concurrent Nippon Corporation, together with original
stock  certificates,  if  any, and duly executed stock powers executed in blank.

     11.     NEGATIVE  COVENANTS.  Borrower  covenants  to  Lender that from and
             --------------------
after the date hereof and so long as any amount remains unpaid on account of any
of  the  Obligations  (other  than Obligations in respect of indemnification and
other  similar  contingent Obligations that expressly survive the termination of
this  Agreement)  or  this Agreement remains effective (whichever is the last to
occur), Borrower will not do (and will not permit any Subsidiary to do), without
the  prior written consent of Lender, any of the things or acts set forth below:

          11.1.     ENCUMBRANCES.  Create, assume, or suffer to exist any Lien
                    ------------
on its property,  except:

          (a)     Permitted  Encumbrances;

          (b)     Liens  existing  as  of  the  Closing  Date  and  set forth on
Schedule  11.1(b);  and

          (c)     Liens securing Debt for Borrowed Money permitted under Section
11.2(e).

          11.2.     DEBT  FOR MONEY BORROWED.  Incur, assume, or suffer to exist
                    -------------------------
any Debt  for  Money  Borrowed, except:

          (a)     Debt  for Money Borrowed incurred under this Agreement and the
other  Loan  Documents;

          (b)     Debt for Money Borrowed existing as of the Closing Date as set
forth  on  Schedule  11.2(b);

          (c)     Debt  for  Money  Borrowed of foreign Subsidiaries of Borrower
owing  to  a  Person  other  than  Borrower  on the Closing Date with respect to
overdraft  lines, factoring arrangements, and similar short-term working capital
credit  facilities  of  such  foreign  Subsidiaries  of  Borrower  and listed on
Schedule  11.2(b),  and  Debt  for  Money  Borrowed  of  foreign Subsidiaries of
Borrower  owing  to  a  Person  other  than Borrower after the Closing Date with
respect  to  such  types  of  arrangements provided, however, that the aggregate
                                           --------  -------
amount  of  all  such Debt  for Money Borrowed  incurred  after the Closing Date
shall not exceed, at any one time, $500,000;


                                      -32-
<PAGE>
          (d)     Contingent  Obligations  permitted  under Section 11.3 hereof;

          (e)     Debt for Money Borrowed of any Subsidiary of Borrower owing to
Borrower  or  any  other  Subsidiary  of Borrower after the Closing Date, not to
exceed  in  the  aggregate  at  any  time $500,000 or Debt for Money Borrowed of
Borrower  owing  to  any  foreign  Subsidiary  of  Borrower.

          (f)     Debt  for  Money  Borrowed  consisting  of  Capital Leases and
purchase money financing after the date hereof in an aggregate amount at any one
time  outstanding  not  to  exceed  $500,000;


          (g)     Subordinated  Debt;  and

          (h)     Refinancings, renewals or extension of Debt for Money Borrowed
permitted  under  clause  (b) of this Section 11.2, so long as (i) the terms and
conditions of such refinancings, renewals or extensions do not materially impair
the prospects of repayment of the Obligations by Borrower, (ii) cash proceeds of
such  refinancings,  renewals  or extensions do not result in an increase in the
aggregate  principal amount of Debt for Money Borrowed so refinanced, renewed or
extended,  (iii)  such  refinancings, renewals, refundings, or extensions do not
result  in  a  shortening of the weighted average maturity of the Debt for Money
Borrowed  so  refinanced,  renewed, or extended, and (iv) to the extent that the
Debt  for  Money  Borrowed  that  is  refinanced  is Subordinated Debt, then the
subordination  terms  and  conditions of the refinancing Debt for Money Borrowed
must  be  at  least as favorable to Lender as those applicable to the refinanced
Debt  for  Money  Borrowed.

          11.3.     CONTINGENT  LIABILITIES.  Guarantee,  endorse, become surety
                    -----------------------
with  respect  to  or otherwise become directly or contingently liable for or in
connection with the obligations of any other Person, except for (i) endorsements
of  negotiable  instruments  for  collection in the ordinary course of business,
(ii)  guaranties  by  Borrower  of  Debt  of  its  foreign Subsidiaries that are
existing  on  the  Closing  Date  and  that are listed on Schedule 11.3 attached
hereto,  and  (iii)  guaranties  by Borrower of Debt of its foreign Subsidiaries
after the Closing Date in an aggregate at any one time outstanding not to exceed
$500,000.

          11.4.     DIVIDENDS.  Declare  or  pay  any  dividends on, or make any
                    ---------
distribution  with  respect  to,  its  shares of any class of Borrower's capital
stock.

          11.5.     REDEMPTION.  Purchase,  redeem,  or  otherwise  acquire  for
                    ----------
value  any  of  its  shares  of  any  class  of  Borrower's  capital  stock.


                                      -33-
<PAGE>
          11.6.     RESTRICTED  INVESTMENTS.  Make  any  Restricted  Investment
                    -----------------------
except  the  following:  (i)  investments  in  direct  obligations of the United
States of America, or any agency thereof or obligations guaranteed by the United
States  of  America,  provided that such obligations mature within one year from
the  date  of  acquisition  thereof;  (ii)  investments in time deposits, demand
deposits  and  certificates of deposit maturing within one year from the date of
acquisition  issued  by  a bank or trust company organized under the laws of the
United States or any state thereof having capital surplus and undividend profits
aggregating  at  least $500,000,000; (iii) investments in commercial paper given
the highest rating by a national credit rating agency and maturing not more than
two  hundred  seventy  (270)  days  from  the date of creation thereof; and (iv)
investments  permitted  under  Sections  11.2  and  11.3  above.

          11.7.     MERGERS.  Dissolve  or  otherwise  terminate  its  corporate
                    -------
status  or  enter  into  any merger, reorganization or consolidation or make any
substantial  change  in the basic type of business conducted by Borrower and its
Subsidiaries,  as  of  the  Closing  Date.

          11.8.     BUSINESS  LOCATIONS.  Transfer  its  principal  place  of
                    -------------------
business  or chief executive offices, or open new store locations or warehouses,
or  transfer  existing  store  locations  or warehouses or maintain records with
respect  to Collateral, to or at any location other than those at which the same
are  presently  kept  or  maintained as set forth on Exhibit "A," except upon at
                                                     -----------
least twenty-one (21) days prior written notice to Lender and after the delivery
to  Lender  of financing statements, if required by Lender, in form satisfactory
to  Lender,  to  perfect  or  continue  the  perfection  of  Lender's  Lien.

          11.9.     AFFILIATE  TRANSACTIONS.  Enter  into,  or be a party to, or
                    -----------------------
permit  any  Subsidiary to enter into or be a party to, any transaction with any
Affiliate,  except  in  the  ordinary  course  of and pursuant to the reasonable
requirements  of  Borrower's  or  such  Subsidiary's  business and upon fair and
reasonable  terms  which are fully disclosed to Lender and are no less favorable
to  Borrower  than  would obtain in a comparable arm's length transaction with a
Person  not  an  Affiliate.

          11.10.     SUBSIDIARIES.  Create  any  Subsidiary  or divest itself of
                     ------------
any  material  assets  by transferring them to any Subsidiary which is hereafter
created  with  Lender's  consent.

          11.11.      FISCAL  YEAR.  Change  its  Fiscal  Year,  or  permit  any
                      ------------
Subsidiary  to  have  a  fiscal year different from the Fiscal Year of Borrower.

          11.12.     DISPOSITION OF ASSETS.  Sell, lease or otherwise dispose of
                     ---------------------
any  of  its properties, including any disposition of property as part of a sale
and  leaseback  transaction,  to  or in favor of any Person, except (i) sales of
Inventory  Collateral  in the ordinary course of Borrower's business for so long
as  no  Event  of  Default  exists  hereunder,  and  (ii) dispositions otherwise
expressly  authorized  by  this  Agreement.

          11.13.     FEDERAL TAXPAYER IDENTIFICATION NUMBER.  Change its federal
                     --------------------------------------
taxpayer  identification  number  without  prior  written  notice  to  Lender.


                                      -34-
<PAGE>
          11.14.     EMPLOYEE BENEFIT PLANS.  Permit an Employee Benefit Plan to
                     ----------------------
become  materially  underfunded.

          11.15.     CAPITAL  EXPENDITURES AND LEASES.  Expend during any Fiscal
                     --------------------------------
Year  of  Borrower,  in  Capital  Expenditures,  for itself and its Consolidated
Subsidiaries,  other  than  as contracted for as of the date hereof, or contract
for  any  future  Capital  Expenditures,  which in aggregate represent an amount
exceeding (i) $6,500,000 in Fiscal Year 2001, and (ii) $6,000,000 in Fiscal Year
2002  without the Lender's prior written consent thereto, all as determined on a
Consolidated  basis for Borrower and its Consolidated Subsidiaries in accordance
with  GAAP.

     12.     FINANCIAL  COVENANTS.  Borrower  covenants to Lender that, from and
             ---------------------
after the date hereof and so long as any amount remains unpaid on account of any
of the Obligations or this Agreement remains effective (whichever is the last to
occur),  it  will  comply with the financial covenants set forth on SUPPLEMENT A
                                                                    ------------
attached  hereto,  which  is  incorporated  by  reference  herein.

     13.     EVENTS  OF DEFAULT.  The occurrence of any events or conditions set
             -------------------
forth  below  shall  constitute an Event of Default hereunder, provided that any
requirement  for  the  giving  of notice or the lapse of time, or both, has been
satisfied:

          13.1.     OBLIGATIONS.  Borrower  shall  fail to make (i) any payments
                    ------------
of principal when due, or (ii) any payments on any other Obligation when due and
such  failure  shall  have  continued  for  a  period  of  three  (3)  days.

          13.2.     MISREPRESENTATIONS.  Borrower  or  any Subsidiary shall make
                    -------------------
any  representations  or  warranties  in  any  of  the  Loan Documents or in any
certificate  or  statement furnished at any time hereunder or in connection with
any  of the Loan Documents which proves to have been untrue or misleading in any
material  respect  when  made  or  furnished.

          13.3.     CERTAIN COVENANTS.  Borrower shall default in the observance
                    ------------------
or  performance  of  any covenant or agreement contained in Sections 10.3, 10.4,
10.5,  10.6,  10.7,  10.11,  10.14,  or  in Articles 11 or 12 or Supplement "A".
                                                                 --------------

          13.4.     OTHER  COVENANTS.  Borrower  or any Subsidiary shall default
                    -----------------
in  the observance or performance of any covenant or agreement contained herein,
in  any  of  the  other  Loan Documents (other than a default the performance or
observance  of  which  is  dealt with specifically elsewhere in this Article 13)
unless  (i)  with  respect  to this Agreement, such default is cured to Lender's
satisfaction within ten (10) days after the sooner to occur of receipt of notice
of  such  default  from  Lender  or the date on which such default first becomes
known to Borrower and (ii) with respect to any other Loan Document, such default
is  cured  within any applicable grace, cure or notice and cure period contained
therein.

          13.5.     OTHER DEBTS.  Borrower (i) shall default under any agreement
                    ------------
with  any  creditor  other  than Lender for Debt for Money Borrowed in excess of
$100,000 which entitles said creditor to accelerate the maturity thereof or (ii)
shall  default  with respect to any Debt (other than Debt for Money Borrowed) in
excess of $250,000 which entitles the obligee to demand payment of the Debt, and
any  such  default  shall  continue  beyond any applicable grace or cure period.


                                      -35-
<PAGE>
          13.6.     VOLUNTARY BANKRUPTCY.  Borrower or any Subsidiary shall file
                    ---------------------
a  voluntary  petition  in  bankruptcy or a voluntary petition or answer seeking
liquidation,  reorganization, arrangement, readjustment of its debts, or for any
other relief under the Bankruptcy code, or under any other act or law pertaining
to  insolvency  or  debtor  relief,  whether  state, Federal, or foreign, now or
hereafter  existing;  Borrower  or any Subsidiary shall enter into any agreement
indicating its consent to, approval of, or acquiescence in, any such petition or
proceeding; Borrower or any Subsidiary shall apply for or permit the appointment
by  consent  or  acquiescence of a receiver, custodian or trustee of Borrower or
any  Subsidiary  for  all or a substantial part of its property; Borrower or any
Subsidiary shall make an assignment for the benefit of creditors; or Borrower or
any  Subsidiary shall be unable or shall fail to pay its debts generally as such
debts  become  due,  or  Borrower or any Subsidiary shall admit, in writing, its
inability  or  failure  to  pay  its  debts  generally as such debts become due.

          13.7.     INVOLUNTARY BANKRUPTCY.  There shall have been filed against
                    -----------------------
Borrower  or  any  Subsidiary  an  involuntary petition in bankruptcy or seeking
liquidation,  reorganization,  arrangement, readjustment of its debts or for any
other relief under the Bankruptcy Code, or under any other act or law pertaining
to  insolvency  or  debtor  relief,  whether  state,  federal or foreign, now or
hereafter  existing  and such petition shall remain undisputed or unstayed for a
period of sixty (60) consecutive calendar days; Borrower or any Subsidiary shall
suffer or permit the involuntary appointment of a receiver, custodian or trustee
of  Borrower  or any Subsidiary or for all or a substantial part of its property
and such appointment shall be undismissed or unstayed for a period of sixty (60)
consecutive  calendar days; or Borrower or any Subsidiary shall suffer or permit
the  issuance  of  a warrant of attachment, execution or similar process against
all  or  any  substantial  part  of  the property of Borrower or any Subsidiary.

          13.8.     DAMAGE,  LOSS,  THEFT  OR  DESTRUCTION OF COLLATERAL.  There
                    -----------------------------------------------------
shall  have occurred material uninsured damage to, or loss, theft or destruction
of,  any  material  part  of  the  Collateral.

          13.9.     JUDGMENTS.  A  final  judgment  or  order for the payment of
                    ----------
money  is rendered against Borrower, any Subsidiary in the amount of One Hundred
Thousand  Dollars ($100,000) or more (exclusive of amounts covered by insurance)
and either (x) enforcement proceedings shall have been commenced by any creditor
upon  such  judgment  or order, or (y) a stay of enforcement of such judgment or
order,  by reason of pending appeal or otherwise, shall not be in effect for any
period  of  thirty  (30)  consecutive  days.

          13.10.     BANKRUPTCY  OF  AFFILIATE.  Any  motion, complaint or other
                     --------------------------
pleading  is  filed in any bankruptcy case of any Person other than Borrower and
such  motion, complaint or pleading seeks the consolidation of Borrower's assets
and  liabilities  with  the  assets  and  liabilities  of  such  Person.


                                      -36-
<PAGE>
          13.11.     MATERIAL  ADVERSE  EFFECT.  There  shall be any event, act,
                     --------------------------
condition  or  occurrence  having  a  Material  Adverse  Effect.

          13.12.     CHANGE  OF  CONTROL.  Any  Change  of Control shall occur.
                     --------------------

          13.13.  MATERIAL  CONTRACT.  (i)  Any  breach  shall  occur  under any
                  ------------------
Material  Contract that would allow the other party to such Material Contract to
terminate  it,  or  (ii)  any  Material  Contract shall expire or Borrower shall
voluntarily  terminate  any  Material Contract, the expiration or termination of
which  would  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     14.     REMEDIES.  Upon the occurrence of any Default Condition or Event of
             ---------
Default,  Lender's obligation to extend financing under the Line of Credit shall
immediately  cease; provided, however, that if such obligation has ceased due to
                    --------  -------
the  occurrence  of  a  Default  Condition,  and such Default Condition does not
become  an Event of Default due to its having been cured or waived before it has
matured into an Event of Default, then such obligation shall be reinstated as of
the  date  such  Default  Condition  is cured or waived.  Upon the occurrence or
existence  of any Event of Default, or any time thereafter, without prejudice to
the  rights  of  Lender  to  enforce its claims against Borrower for damages for
failure by Borrower to fulfill any of its obligations hereunder, subject only to
prior  receipt  by Lender of payment in full of all Obligations then outstanding
in a form acceptable to Lender, Lender shall have all of the rights and remedies
set  forth below, and it may exercise any one, more, or all of such remedies, in
its  sole  discretion,  without  thereby  waiving  any  of  the  others.

          14.1.     ACCELERATION OF THE OBLIGATIONS.  Lender, at its option, may
                    --------------------------------
declare  all  of  the  Obligations  (including  but  not limited to that portion
thereof  evidenced  by  any  one or both of the Notes) to be immediately due and
payable,  whereupon  the  same  shall become immediately due and payable without
presentment,  demand, protest, notice of nonpayment or any other notice required
by  law  relative thereto, all of which are hereby expressly waived by Borrower,
anything  contained  herein  to  the  contrary  notwithstanding.  If any note of
Borrower  to Lender constituting Obligations, including, without limitation, any
of the Notes, shall be a demand instrument, however, the recitation of the right
of  Lender to declare any and all Obligations to be immediately due and payable,
whether  such recitation is contained in such note or in this Agreement, as well
as  the  recitation  of  the  above  events  permitting  Lender  to  declare all
Obligations due and payable, shall not constitute an election by Lender to waive
its  right  to  demand  payment  under a demand at any time and in any event, as
Lender  in  its  discretion  may  deem  appropriate.  Thereafter, Lender, at its
option,  may,  but shall not be obligated to, accept less than the entire amount
of  Obligations  due, if tendered, provided, however, that unless then agreed to
in  writing by Lender, no such acceptance shall or shall be deemed to constitute
a waiver of any Event of Default or a reinstatement of any commitments of Lender
hereunder.


                                      -37-
<PAGE>
          14.2.     INTEREST  RATE.  If  Lender  so  elects,  by further written
                    ---------------
notice  to  Borrower,  Lender  may  increase the rate of interest charged on the
Notes  then  outstanding for so long thereafter as Lender further shall elect by
an  amount  not  to  exceed  the  Default  Rate.

          14.3.     REMEDIES  OF  A  SECURED PARTY.  Lender shall thereupon have
                    -------------------------------
the  rights  and  remedies  of  a  secured party under the UCC in effect on date
thereof  (regardless  of  whether  the same has been enacted in the jurisdiction
where  the  rights or remedies are asserted), including, without limitation, the
right  to  take  possession of any of the Collateral or the proceeds thereof, to
sell or otherwise dispose of the same, to apply the proceeds therefrom to any of
the  Obligations  in  such  order  as Lender, in its sole discretion, may elect.
Lender  shall  give  Borrower written notice of the time and place of any public
sale  of  the  Collateral or the time after which any other intended disposition
thereof  is  to  be made.  The requirement of sending reasonable notice shall be
met  if  such  notice  is  given  to Borrower at least ten (10) days before such
disposition.  Expenses  of  retaking, holding, insuring, preserving, protecting,
preparing  for  sale or selling or the like with respect to the Collateral shall
include,  in any event, reasonable attorneys' fees and other legally recoverable
collection  expenses,  all  of  which  shall  constitute  Obligations.

          14.4.     REPOSSESSION  OF  THE  COLLATERAL.  Lender  may  take  the
                    ----------------------------------
Collateral  or  any  portion thereof into its possession, by such means (without
breach  of  the  peace) and through agents or otherwise as it may elect (and, in
connection therewith, demand that Borrower assemble the Collateral at a place or
places  and  in  such  manner  as  Lender  shall  prescribe), and sell, lease or
otherwise dispose of the Collateral or any portion thereof in its then condition
or  following  any  commercially  reasonable  preparation  or  processing, which
disposition  may  be by public or private proceedings, by one or more contracts,
as  a unit or in parcels, at any time and place and on any terms, so long as the
same  are  commercially  reasonable  and Borrower hereby waives all rights which
Borrower  has  or  may  have  under  and by virtue of OCGA CH. 44-14, including,
without  limitation,  the  right of Borrower to notice and to a judicial hearing
prior  to  seizure  of  any  Collateral  by  Lender.

          14.5.     OTHER  REMEDIES.  Unless  and except to the extent expressly
                    ----------------
provided for to the contrary herein, the rights of Lender specified herein shall
be  in  addition to, and not in limitation of, Lender's rights under the UCC, as
amended  from  time  to  time, or any other statute or rule of law or equity, or
under  any other provision of any of the Loan Documents, or under the provisions
of  any  other document, instrument or other writing executed by Borrower or any
third  party  in  favor of Lender, all of which may be exercised successively or
concurrently.

          14.6.     SET  OFF.  Lender  may  exercise  the  remedies  provided in
                    ---------
Section  7.2.

     15.  MISCELLANEOUS.
          --------------

          15.1.     WAIVER.  Each  and  every right granted to Lender under this
                    -------
Agreement,  or  any of the other Loan Documents, or any other document delivered
hereunder  or in connection herewith or allowed it by law or in equity, shall be
cumulative  and  may  be exercised from time to time.  No failure on the part of
Lender  to  exercise,  and  no delay in exercising, any right shall operate as a
waiver  thereof, nor shall any single or partial exercise by Lender of any right
preclude  any  other  or  future  exercise  thereof or the exercise of any other
right.  No  waiver  by Lender of any Default Condition or Event of Default shall
constitute  a  waiver  of  any subsequent Default Condition or Event of Default.


                                      -38-
<PAGE>
          15.2.     GOVERNING LAW.  THIS AGREEMENT, THE NOTES AND THE OTHER LOAN
                    --------------
DOCUMENTS,  AND  THE  RIGHTS  AND  OBLIGATIONS  OF  THE  PARTIES  HEREUNDER  AND
THEREUNDER,  SHALL  BE  GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH,  THE  LAWS  OF  THE  STATE  OF  GEORGIA.

          15.3.     SURVIVAL.  All  representations,  warranties  and  covenants
                    ---------
made  herein  and in the Loan Documents shall survive the execution and delivery
hereof  and  thereof.  The terms and provisions of this Agreement shall continue
in  full  force  and  effect,  notwithstanding the payment of one or more of the
Notes  or  the  termination  of the Line of Credit, until all of the Obligations
(other  than  Obligations  in  respect  of  indemnities  and  similar contingent
Obligations  that expressly survive the termination of this Agreement) have been
paid  in  full  and  Lender  has  terminated  this  Agreement  in  writing.

          15.4.     NO  ASSIGNMENT  BY BORROWER.  No assignment hereof or of any
                    ----------------------------
Loan  Document  shall  be  made by Borrower without the prior written consent of
Lender.  Lender  may  assign,  or  sell  participants  in, its rights, title and
interest  herein  and in the Loan Documents at any time hereafter without notice
to  or  consent  of  Borrower.

          15.5.     COUNTERPARTS.  This Agreement may be executed in two or more
                    -------------
counterparts, each of which when fully executed shall be an original, and all of
said  counterparts taken together shall be deemed to constitute one and the same
agreement.

          15.6.     REIMBURSEMENT.  Borrower  shall  pay to Lender on demand all
                    --------------
out-of-pocket  costs  and  expenses  that  Lender  pays  or  actually  incurs in
connection  with  the  negotiation,  preparation,  consummation, enforcement and
termination  of  this Agreement and the other Loan Documents, including, without
limitation:  (a)  reasonable  attorneys'  fees  and  paralegals'  fees  and
disbursements  of  outside counsel; (b) costs and expenses (including reasonable
outside  attorneys'  and  paralegals' fees and disbursements) for any amendment,
supplement,  waiver,  consent  or subsequent closing in connection with the Loan
Documents  and  the transactions contemplated thereby; (c) costs and expenses of
lien  and  title  searches and title insurance; (d) actual taxes, fees and other
charges  for filing financing statements and continuations, and other actions to
perfect,  protect  and  continue  the Lien of Lender in the Collateral; (e) sums
paid  or  incurred  to  pay  for  any  amount  or to take any action required of
Borrower  under the Loan Documents that Borrower fails to pay or take; (f) costs
of  appraisals,  inspections,  field audits and verifications of the Collateral,
including,  without  limitation,  costs  of  travel,  for  inspections  of  the
Collateral  and Borrower's operations by Lender or its designees. but subject to


                                      -39-
<PAGE>
the  limitations set forth in Section 10.3; (g) costs and expenses of preserving
and  protecting  the  Collateral;  and  (h)  after the occurrence and during the
continuance  of  an  Event  of Default, costs and expenses (including reasonable
attorneys'  fees  actually incurred and paralegals' fees and disbursements) paid
or  incurred  to  obtain  payment  of  the  Obligations, enforce the Lien in the
Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce
the  provisions  of the Loan Documents or to defend any claim made or threatened
against  Lender  arising out of the transactions contemplated hereby (including,
without  limitation,  preparations  for  and  consultations  concerning any such
matters).  The foregoing shall not be construed to limit any other provisions of
the  Loan Documents regarding costs and expenses to be paid to Borrower.  All of
the foregoing costs and expenses may, in the discretion of Lender, be charged to
the  Master  Note.  Borrower  will  pay  all  expenses  incurred  by  it  in the
transaction.  In  the event Borrower becomes a debtor under the Bankruptcy Code,
Lender's  secured  claim  in such case shall include interest on the Obligations
and  all  fees,  costs  and  charges  provided  for  herein  (including, without
limitation,  reasonable  attorneys'  fees  actually incurred), all to the extent
allowed  by  the  Bankruptcy  Code.

          15.7.     SUCCESSORS  AND  ASSIGNS.  This Agreement and Loan Documents
                    -------------------------
shall  be  binding upon and inure to the benefit of the successors and permitted
assigns  of  the  parties  hereto  and  thereto.

          15.8.     SEVERABILITY.  If  any provision this Agreement or of any of
                    -------------
the  Loan  Documents  or  the  application  thereof  to  any  party  thereto  or
circumstances  shall be invalid or unenforceable to any extent, the remainder of
such  Loan  Documents  and the application of such provisions to any other party
thereto  or  circumstance shall not be affected thereby and shall be enforced to
the  greatest  extent  permitted  by  law.

          15.9.     NOTICES.  All  notices,  requests and demands to or upon the
                    -------
respective  parties  hereto  shall  be  deemed  to  have been given or made when
personally  delivered  or  deposited  in the mail, registered or certified mail,
postage  prepaid,  addressed  to the Borrower at its Executive Office and to the
Lender at 191 Peachtree Street, Atlanta, Georgia  30303, Attn: Leveraged Finance
Group (or to such other address as may be designated hereafter in writing by the
respective parties hereto) except in cases where it is expressly provided herein
or  by applicable law that such notice, demand or request is not effective until
received  by  the  party  to  whom  it  is  addressed.

          15.10.     ENTIRE  AGREEMENT;  AMENDMENTS.  This  Agreement,  together
                     -------------------------------
with  the  remaining Loan Documents, constitute the entire agreement between the
parties  hereto  with  respect  to  the  subject  matter  hereof.  Neither  this
Agreement  nor any Loan Document may be changed, waived, discharged, modified or
terminated  orally,  but  only  by  an instrument in writing signed by the party
against  whom  enforcement  is  sought.

          15.11.     TIME  OF ESSENCE.  Time is of the essence in this Agreement
                     -----------------
and  the  other  Loan  Documents.

          15.12.     INTERPRETATION.  No provision of this Agreement or any Loan
                     ---------------
Document  shall  be  construed against or interpreted to the disadvantage of any
party  hereto by any court or other governmental or judicial authority by reason
of  such  party  having  or  being  deemed  to  have structured or dictated such
provision.


                                      -40-
<PAGE>
          15.13.     LENDER  NOT  A  JOINT VENTURER.  Neither this Agreement nor
                     -------------------------------
any  Loan  Document  shall in any respect be interpreted, deemed or construed as
making  Lender  a  partner  or  joint  venturer with Borrower or as creating any
similar  relationship  or  entity, and Borrower agrees that it will not make any
contrary  assertion,  contention,  claim  or counterclaim in any action, suit or
other  legal  proceeding  involving  Lender  and  Borrower.

          15.14.     JURISDICTION.  BORROWER  AGREES  THAT  ANY  LEGAL ACTION OR
                     -------------
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY LOAN DOCUMENT MAY BE BROUGHT IN
THE  COURTS  OF  THE  STATE  OF  GEORGIA OR THE UNITED STATES OF AMERICA FOR THE
NORTHERN  DISTRICT  OF  GEORGIA,  ATLANTA DIVISION, ALL AS LENDER MAY ELECT.  BY
EXECUTION  OF THIS AGREEMENT, BORROWER HEREBY SUBMITS TO EACH SUCH JURISDICTION,
HEREBY  EXPRESSLY  WAIVING WHATEVER RIGHTS MAY CORRESPOND TO IT BY REASON OF ITS
PRESENT  OR FUTURE DOMICILE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO
COMMENCE  LEGAL  PROCEEDINGS  OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER
JURISDICTION  OR  TO  SERVE  PROCESS IN ANY MANNER PERMITTED OR REQUIRED BY LAW.

          15.15.     ACCEPTANCE.  This  Agreement,  together with the other Loan
                     -----------
Documents,  shall  not  become effective unless and until delivered to Lender at
its  principal office in Atlanta, Fulton County, Georgia and accepted in writing
by  Lender  at such office as evidenced by its execution hereof (notice of which
delivery  and  acceptance  are  hereby  waived  by  Borrower).

          15.16.     PAYMENT  ON  NON-BUSINESS DAYS.  Whenever any payment to be
                     -------------------------------
made  hereunder  or  under  the  Notes  shall be stated to be due on a Saturday,
Sunday  or a public holiday under the laws of the State of Georgia, such payment
may  be  made  on  the  next succeeding Business Day, and such extension of time
shall  in  such  case  be  included  in  the  computation of payment of interest
hereunder  or  under  the  Notes.

          15.17.     CURE  OF  DEFAULTS  BY  LENDER.  If,  hereafter,  Borrower
                     -------------------------------
defaults  in  the  performance  of any duty or obligation to Lender hereunder or
under any Loan Document, Lender may, at its option, but without obligation, cure
such  default  and any costs, fees and expenses incurred by Lender in connection
therewith  including,  without  limitation,  for  the purchase of insurance, the
payment  of  taxes  and  the removal or settlement of liens and claims, shall be
deemed  to  be  advances against the Master Note, whether or not this creates an
overadvance  thereunder,  and  shall  be  payable  in accordance with its terms.

          15.18.     RECITALS.  All  recitals  contained  herein  are  hereby
                     ---------
incorporated  by  reference  into  this  Agreement  and  made  part  thereof.


                                      -41-
<PAGE>
          15.19.     ATTORNEY-IN-FACT.  Borrower hereby designates, appoints and
                     -----------------
empowers  Lender  irrevocably  as  its  attorney-in-fact, at Borrower's cost and
expense, to do in the name of Borrower any and all actions which Lender may deem
necessary  or  advisable  to  carry out the terms of this Agreement or any other
Loan  Document  upon  the failure, refusal or inability of Borrower to do so and
Borrower  hereby  agrees  to  indemnify and hold Lender harmless from any costs,
damages,  expenses  or  liabilities  arising  against  or  incurred by Lender in
connection  therewith  except to the extent any such costs, damages, expenses or
liabilities  were  caused  by  Lender's  gross negligence or willful misconduct.

          15.20.     SOLE  BENEFIT.  The  rights  and benefits set forth in this
                     --------------
Agreement and the other Loan Documents are for the sole and exclusive benefit of
the  parties  hereto  and  thereto  and  may  be  relied  upon  only  by  them.

          15.21.     INDEMNIFICATION.  Borrower will hold Lender, its respective
                     ----------------
directors,  officers,  employees,  agents,  Affiliates,  successors  and assigns
harmless  from  and  indemnify  Lender,  its  respective  directors,  officers,
employees,  agents,  Affiliates,  successors  and  assigns  against,  all  loss,
damages,  costs  and  expenses  (including,  without  limitation,  reasonable
attorney's  fees, costs and expenses) actually incurred by any of the foregoing,
whether  direct,  indirect  or  consequential, as a result of or arising from or
relating  to  any  "Proceedings"  (as  defined  below)  by  any  Person, whether
threatened  or  initiated,  asserting  a claim for any legal or equitable remedy
against  any  Person  under  any statute, case or regulation, including, without
limitation,  any  federal  or  state  securities laws or under any common law or
equitable  case or otherwise, arising from or in connection with this Agreement,
and  any other of the transactions contemplated by this Agreement, except to the
extent such losses, damages, costs or expenses are due to the willful misconduct
or  gross  negligence  of  Lender.  As  used  herein,  "PROCEEDINGS"  shall mean
                                                        -----------
actions,  suits  or  proceedings  before  any  court, governmental or regulatory
authority  and  shall include, particularly, but without limitation, any actions
concerning  Environmental  Laws.  At  the  request  of  Lender,  Borrower  will
indemnify any Person to whom Lender transfers or sells all or any portion of its
interest  in  the  Obligations  or participations therein on terms substantially
similar to the terms set forth above.  Lender shall not be responsible or liable
to any Person for consequential damages which may be alleged as a result of this
Agreement  or  any  of the transactions contemplated hereby.  The obligations of
Borrower  under this Section shall survive the termination of this Agreement and
payment  of  the  Obligations.

          15.22.     JURY  TRIAL  WAIVER.  EACH  OF  BORROWER  AND LENDER HEREBY
                     --------------------
WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN
ANY  ACTION,  SUIT,  PROCEEDING  OR  COUNTERCLAIM  OF ANY KIND ARISING OUT OF OR
RELATED  TO  ANY  OF  THE  LOAN  DOCUMENTS,  OBLIGATIONS  OR  THE  COLLATERAL.

     16.     CONDITIONS  PRECEDENT.  Unless  waived  in  writing by Lender at or
             ----------------------
prior  to the execution and delivery of this Agreement, the conditions set forth
below  shall constitute express conditions precedent to any obligation of Lender
hereunder.


                                      -42-
<PAGE>
          16.1.     SECRETARY'S CERTIFICATE.  Receipt by Lender of a certificate
                    ------------------------
from  the  Secretary  (or Assistant Secretary) of Borrower, certifying to Lender
that appropriate resolutions have been entered into by the Board of Directors of
Borrower  incident  hereto  and  that  the officers of Borrower whose signatures
appear  hereinbelow,  on  the  other  Loan  Documents,  and on any and all other
documents,  instruments and agreements executed in connection herewith, are duly
authorized  by  the Board of Directors of Borrower for and on behalf of Borrower
to  execute  and deliver this Agreement, the other Loan Documents and such other
documents, instruments and agreements, and to bind Borrower accordingly thereby,
all  in  form  and  substance  satisfactory  to  Lender.

          16.2.     GOOD  STANDING  CERTIFICATES.  Receipt  by  Lender  of  a
                    -----------------------------
certificate  of  good  standing with respect to Borrower from the secretaries of
state  of  the  state  of  incorporation of Borrower and of any state in which a
Collateral  Location  is  situated,  dated  within  10  days of the date hereof.

          16.3.     ARTICLES/BY-LAWS.  Receipt  by  Lender  of  copies  of  the
                    -----------------
articles  of  incorporation  and bylaws of Borrower as in effect on date hereof,
certified  as  to  truth  and  accuracy  by the corporate secretary of Borrower.

          16.4.     LOAN  DOCUMENTS  AND ANY GUARANTY.  Receipt by Lender of all
                    ----------------------------------
the  other  Loan Documents and any Guaranty, duly executed in form and substance
acceptable  to  Lender.

          16.5.     INSURANCE.  Receipt  by  Lender  of  a  copy  of each hazard
                    ----------
liability  and  business  interruption  insurance  policy required hereunder and
certificate  respecting  all  hazard  insurance  required hereunder, in form and
substance  acceptable  to  Lender, together with a lender loss payee endorsement
thereof,  favoring  Lender,  in  form  and  substance  satisfactory  to  Lender.

          16.6.     FINANCING  STATEMENTS.  Receipt  by  Lender  of  Uniform
                    ----------------------
Commercial Code financing statements respecting the Collateral, duly executed by
Borrower  in  form  and  substance  acceptable  to  Lender.

          16.7.     OPINION  OF  COUNSEL.  Receipt  by  Lender  of an opinion of
                    ---------------------
counsel  from  independent  legal  counsel  to  Borrower,  in form and substance
satisfactory  to  Lender.

          16.8.     LANDLORD  AGREEMENTS.  Receipt  by  Lender  of  landlord  or
                    ---------------------
warehouseman  agreements,  in  form  and  substance satisfactory to Lender, with
respect  to  each premises leased by Borrower and which are disclosed by Exhibit
                                                                         -------
"A"  attached  hereto.
--

          16.9.     NO  DEFAULT.  No Default Condition or Event of Default shall
                    ------------
exist  and Borrower shall in all respects be in compliance with all of the terms
of  the  Loan  Documents,  as  evidenced  by its delivery of a certificate of no
default  to such effect, to be substantially in the form of Exhibit "C" attached
                                                            -----------
hereto.


                                      -43-
<PAGE>
          16.10.     FIELD  EXAMINATION.  Receipt  by  Lender  of  a  field
                     -------------------
examination  with respect to Borrower's business and the Collateral, which field
examination  shall  be  acceptable  to  Lender  in  all  respects.

          16.11.     TELEPHONE  INSTRUCTION  LETTER.  Receipt  by  Lender  of  a
                     -------------------------------
telephone instruction letter, concerning requests for advances under the Line of
Credit,  in  form  and  substance  satisfactory  to  Lender.

          16.12.     DISBURSEMENTS LETTER.  Receipt by Lender of a disbursements
                     ---------------------
letter,  concerning  the use of the proceeds of the initial extensions of credit
hereunder,  in  form  and  substance  satisfactory  to  Lender.

          16.13.     SETTLEMENT  REPORT.  Receipt  by  Lender  of  a  settlement
                     -------------------
report  in  the  form of Exhibit "D" attached hereto, together with accompanying
                         -----------
documentation  required by Lender (all in form and substance required by Lender,
but  to  include  in any event an accounts receivable and accounts payable aging
(including  international  accounts  receivable), an inventory report and a then
current  customer  and  Account  Debtor  name  and  address list, and a detailed
revenue  forecast  by  customer  for  all  projected,  domestic  video on demand
revenue,  as  some of which may be more particularly described in Section 10.4),
which  shall  indicate  satisfaction of the Margin Requirement as of the date of
the  initial  Borrowing, and if no funds are borrowed on the Closing Date, shall
indicate  the  amount  of  Borrowings  available  taking into account the Margin
Requirement,  each  certified  as  to  truth  and  accuracy by a duly authorized
officer  of  Borrower.

          16.14.     AVAILABILITY.  Lender  shall  have determined, and shall be
                     ------------
satisfied  that,  immediately  after Lender has made the initial Advances on the
Closing  Date  and  issued  the  Letters  of Credit, if any, to be issued on the
Closing  Date  and  Borrower  has  paid  (or  made provision for payment of) all
closing  costs  incurred  in connection with the transactions referenced herein,
Availability  is  not  less  than  $5,000,000.

          16.15.     EVIDENCE  OF  PERFECTION AND PRIORITY OF LIENS.  Receipt by
                     ----------------------------------------------
Lender  of  copies  of  all  filing  receipts  or  acknowledgments issued by any
governmental  authority  to  evidence  any  filing  or  recordation necessary to
perfect  Liens  of Lender in the Collateral and evidence in form satisfactory to
Lender  that  such  Liens constitute valid and perfected first priority Liens in
the  Collateral  and  that  there are no other Liens upon any of the Collateral.

          16.16.     NO  MATERIAL ADVERSE CHANGE.  No material adverse change in
                     ---------------------------
the  condition,  property,  Collateral or operations, financial or otherwise, of
Borrower  shall  have  occurred  since  September  30,  2000.

          16.17.     OTHER.  Receipt  by  Lender  of  such  other  documents,
                     ------
certificates,  instruments  and  agreements  as  shall  be required hereunder or
provided  for  herein or as Lender or Lender's counsel may require in connection
herewith.


                                      -44-
<PAGE>




                                      -45-
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  and  Borrower  has caused its seal to be affixed hereto, as of the day
and  year  first  above  written.

                                "BORROWER"

                                CONCURRENT  COMPUTER  CORPORATION


                                     By:  ______________________________________
                                STEVEN  R.  NORTON,  Executive  Vice  President,
                                Chief Financial Officer, Secretary and Treasurer

                                [CORPORATE  SEAL]


                                Accepted  in  Atlanta,  Georgia:
                                -------------------------------

                                "LENDER"

                                WACHOVIA  BANK,  N.A.


                                By:  ______________________________________

                                Title:__________________________________


                                      -46-
<PAGE>
                                    EXHIBIT  A
                                    ----------

                               Borrower  Information



<PAGE>
                                    EXHIBIT  B
                                    ----------

                                   MASTER  NOTE
                                   ------------


STATE  OF  GEORGIA

COUNTY  OF  FULTON                                           November  3,  2000


     1.     FOR  VALUE RECEIVED, the undersigned ("Borrower") hereby promises to
pay to the order of WACHOVIA BANK, N.A. ("Lender"), at Lender's principal office
in  Atlanta,  Georgia,  or at such other place as Lender hereafter may direct in
writing,  in  legal tender of the United States of America, the principal sum of
FIFTEEN  MILLION  AND NO/100 DOLLARS ($15,000,000), or so much thereof as may be
disbursed  and remain outstanding from time to time hereafter under the "Line of
Credit" established by Lender in favor of Borrower pursuant to that certain Loan
and  Security Agreement between Lender and Borrower of even date herewith (as at
any  time  amended, the "Loan Agreement"), the terms and provisions of which are
hereby  incorporated  herein  by reference and made a part hereof, with interest
from  and  after the date hereof on the unpaid principal amount outstanding from
time  to  time  at  a variable rate per annum as provided in the Loan Agreement.
This  Note  evidences Borrowings under, and is the "Master Note" defined in, the
Loan  Agreement  and is entitled to all of the benefits and security of the Loan
Agreement  and  the other Loan Documents.  Capitalized terms used herein and not
otherwise  defined  herein  shall  have the meaning given such terms in the Loan
Agreement.

     2.     The  Prime  Rate  in effect on the date hereof is __________ percent
(___%),  and  therefore  the  rate  of  interest in effect hereunder on the date
hereof, expressed in simple interest terms, is ________ percent (__%).  From and
after  the occurrence of an Event of Default and during the continuance thereof,
the  outstanding  principal  balance  of  this  Note  shall bear interest at the
Default  Rate.

     3.     Principal, payable on account of the Line of Credit Advances made by
Lender  to Borrower pursuant to the Loan Agreement, shall be paid by Borrower to
Lender  on the earliest of (i) the receipt by Lender or Borrower of any proceeds
of  any  of  the Collateral, to the extent required by the Loan Agreement and to
the  extent  of  said  proceeds,  (ii)  the occurrence of an Event of Default in
consequence  of  which  Lender  elects to accelerate the maturity and payment of
this  Note,  or  (iii)  the  Termination  Date.

     4.     Interest  accrued on the Line of Credit shall be paid as provided in
the  Loan  Agreement.


<PAGE>
     5.     In  no  contingency  or  event  whatsoever  shall the amount paid or
agreed  to  be  paid  to  Lender  for the use, forbearance or detention of money
advanced under the Loan Agreement and evidenced hereby exceed the highest lawful
rate  permissible  under  applicable law.  It is the intent hereof that Borrower
not  pay or contract to pay, and that Lender not receive or contract to receive,
directly  or  indirectly  in  any  manner whatsoever, interest in excess of that
which  may  be  charged and paid by Borrower under applicable law.  All interest
paid or agreed to be paid to Lender shall, to the extent permitted by applicable
law,  be  amortized, pro-rated, allocated and spread throughout the full term of
this  Note  until  payment in full of the principal amount hereof (including the
period  of  any renewal or extension thereof) so that interest on such principal
amount  for  such  full  period  will not exceed the maximum amount permitted by
applicable  law.

     6.     Borrower agrees that the occurrence of an Event of Default under the
Loan  Agreement including, without limitation, the failure to pay any payment of
principal  or  interest  on  this  Note  in  full on the due date thereof, shall
constitute  an event of default under this Note and shall entitle Lender, at its
option, upon or at any time after the occurrence of any such event of default to
declare  the  then outstanding principal balance and accrued and unpaid interest
hereof  to  be, and the same shall thereupon become, immediately due and payable
without  notice  to  or  demand  upon  Borrower,  all  of  which Borrower hereby
expressly waives.  If this Note or any portion hereof is collected by or through
an  attorney  at  law,  the  Borrower  shall  be  obligated  to pay all costs of
collection,  including,  without limitation, reasonable attorneys' fees actually
incurred  and  court  costs.

     7.     Time  is  of  the  essence  of  this  Note.  To  the  fullest extent
permitted  by applicable law, Borrower for itself and its legal representatives,
successors  and  assigns  hereby  expressly waives presentment, demand, protest,
notice  of  dishonor,  notice  of  non-payment,  notice  of  maturity, notice of
protest,  presentment  for  the  purpose  of accelerating maturity, diligence in
collection,  the  benefit  of  any  exemption  or insolvency laws, and any other
notice  required  by  law  relative  hereto.

     8.     Wherever  possible  each provision of this Note shall be interpreted
in  such  a manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited or invalid under applicable law, such
provision  shall  be ineffective to the extent of such prohibition or invalidity
without  invalidating the remainder of such provision or remaining provisions of
this  Note.  No  delay  or  failure on the part of Lender in the exercise of any
right  or  remedy  hereunder  shall  operate  as  a  waiver  thereof,  nor as an
acquiescence  in any default, nor shall any single or partial exercise by Lender
of  any  right  or  remedy  preclude  any other right or remedy.  Lender, at its
option, may enforce its rights against any Collateral securing this Note without
enforcing  its  rights  against  Borrower,  any  Guarantor  of  the indebtedness
evidenced  hereby  or any other Property or indebtedness due or to become due to
Borrower.  Borrower  agrees  that,  without  releasing  or  impairing Borrower's
liability  hereunder,  Lender  may at any time release, surrender, substitute or
exchange  any  Collateral  securing  this  Note  and may at any time release any
Person  primarily  or  secondarily liable for the indebtedness evidenced by this
Note.

     9.     This  Note  shall  be  governed by, and construed and interpreted in
accordance  with,  the internal laws of the State of Georgia, and is intended to
take  effect  as  an  instrument  under  seal.


                                      -2-
<PAGE>
     IN  WITNESS  WHEREOF,  Borrower  has  caused this Note to be duly executed,
sealed  and  delivered  on  the  day  and  year  first  above  written.

                                "BORROWER"

                                CONCURRENT  COMPUTER  CORPORATION


                                By:_______________________________________
                                STEVEN  R.  NORTON,  Executive  Vice  President,
                                Chief Financial Officer, Secretary and Treasurer

                                [CORPORATE  SEAL]



                                      -3-
<PAGE>
                                  EXHIBIT  C
                                  ----------

                          Certificate  of  No  Default


     The  undersigned,  being  the  __________________  of  CONCURRENT  COMPUTER
CORPORATION ("Borrower"), and, in such capacity, being familiar with the matters
set forth herein and duly authorized and empowered to issue this Certificate for
and  on  behalf  of  Borrower,  does  hereby  certify  to  WACHOVIA  BANK,  N.A.
("Lender"),  in  connection  with and pursuant to that certain Loan and Security
Agreement,  dated  November  3, 2000, between Borrower and Lender (herein, as it
may  be  amended  to  date,  called the "Loan Agreement"; capitalized terms used
herein,  without  definition, having the meaning given to such terms in the Loan
Agreement)  that,  as  of the date of this Certificate, there exists no Event of
Default  or  Default  Condition.

     Without limiting the generality of the foregoing, Borrower is in compliance
with  all financial covenants referenced in Section 12 of the Loan Agreement and
specified  in Supplement A thereto, as demonstrated by the computations attached
              ------------
hereto.


                                WITNESS  my  hand  as  of  ____________,  20__.



                                By:_______________________________________
                                Name:__________________________________
                                Title:___________________________________


<PAGE>
                                    EXHIBIT D
                                    ---------

                                Settlement Report



BORROWING  BASE  CERTIFICATE
To: Wachovia Bank, N.A. ("Lender")  Date: __________       Report  #:___________

CONCURRENT COMPUTER CORPORATION     From: __________       To:  ________________

In  connection  with  the  Loan  and  Security  Agreement  dated  __________
("Agreement"), Borrower hereby certifies to Lender the truth and accuracy of the
following  summary  of  activity  for  the  period  shown  above:

<TABLE>
<CAPTION>
<S>                                                              <C>              <C>
A.  ACCOUNTS  RECEIVABLE
     1.   a.  Balance  Forward                                   $___________
          b.  Credit  Sales                                      +___________     =___________(1)

     2.   a.  A/R  Collections                                   -___________
          b.  Write  Offs                                        -___________
          c.  Returns                                            -___________
          d.  Other Credits and Sales Discounts                  -___________     =___________(2)
     3.   Outstanding  Accounts  Receivable (1+2)                                 $___________(3)
     4.   Less  Ineligible  Accounts  Receivable
          a.  Payment  terms  exceed  90
              days  past  invoice  date                          -___________
          b.  Unpaid for > 60 days past due date or 90
              days  past  invoice  date                          -___________
          c.  Owing  by  any  Affiliate  of  Borrower            -___________
          d.  25% or more of the accounts from Account
              Debtor  not  deemed  Eligible  Accounts            -___________
          e.  Subject  to  Assignment  of  Claims  Act           -___________
          f.  Total  unpaid  accounts  of  Account  Debtor
              exceeding 10% of the net amount of Eligible
              Accounts  (to  the  extent  of  such  excess)
              (excluding accounts owing from AT&T, Charter
              Communications, Comcast, Cox Communications,
              Adelphia,  Cablevision  Time  Warner)              -___________
          g.  Account  debtor  not  located  in  the  U.S.       -___________
          h.  Account  debtor  is  also  a  creditor  of
              Borrower and is subject to no counterclaim,
              defense, setoff or deduction (to the extent of
              Borrower's  indebtedness  to  such  Creditor)      -____________
          i.  Subject  to  bill  and  hold  arrangement          -____________
          j.  Account  Debtor  not  deemed                       -____________
              creditworthy  in  its  reasonable  credit
              judgment
          k.  Otherwise  deemed  ineligible  by  Lender          -____________
              in  its  reasonable  credit  judgment
              Ineligible  Account  Total                                          =___________(4)
     5.       Eligible  Accounts  (Line  3-4)                                     =___________(5)


<PAGE>
     6.       Loan  Value  85%  of  Line  5                                       $___________(6)

B.  LOAN  STATUS
     1.   Total  Revolver  Commitment                                             $___________(7)
     2.   a.  Borrowing  Base  Total  (Line  6)                  $____________
          b.  Less any additional reserves Wachovia may
              elect  to  impose                                  -____________
          c.  Total Borrowing Base Availability                                   =___________(8)
     3.   Total availability (Lesser of line 7 and 8)                              ___________(9)
     4.   Less  Outstanding  Revolver  Loans                                      -___________(10)
     5.   Net  availability                                                       $___________
</TABLE>

In  connection  with  the foregoing, we hereby acknowledge and agree that, as of
the date hereof, the Agreement remains in full force and effect, is binding upon
us  and  enforceable  against us in accordance with its terms, and we certify to
you  that,  as  of  the date hereof, there exists no Event of Default under said
Agreement  or  even  which, with the passage of time or the giving of notice, or
both, would so constitute an Event of Default.  We hereby restate and renew each
and  every  representation  and  warranty  made  by  us  in  the Agreement or in
connection  therewith,  effective  as  of  the  date  hereof.


CONCURRENT  COMPUTER  CORPORATION
By:_________________________________________
Title:______________________________________



                                      -3-
<PAGE>
                                    EXHIBIT E
                                    ---------

                               Material Contracts

1.     Development Agreement Regarding A Video-On-Demand System dated August 17,
       1998,  between  Scientific-Atlanta,  Inc.  and  Concurrent  Computer
       Corporation.

2.     Joint  Development  and  Licensing  Agreement  dated as of July 10, 1998,
       between Prasara Technologies, Inc. and Concurrent Computer Corporation.

3.     Licensing Agreement for Computer Software Source Code Package dated as of
       March  17,  1997,  between  Mentat  Inc.  and  Concurrent  Computer
       Corporation.

4.     Unix  System Laboratories, Inc. Software Agreement Number SOFT-000361 and
       Software  Agreement  Supplement  dated  November  30,  1992, between Unix
       System Laboratories,  Inc.  and  Concurrent  Computer  Corporation.

<PAGE>
<TABLE>
<CAPTION>
                                                     SCHEDULE 11.1(b)
                                                     ----------------

                                                       Encumbrances


DEBTOR                   SECURED PARTY           FILING LOCATION      FILING NUMBER  FILING DATE         COLLATERAL
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
<S>                  <C>                     <C>                      <C>            <C>          <C>
Concurrent Computer  Matrix Funding          Gwinnett County,         067-99-014420      11/8/99  *Leased Office
 Corporation         Corporation             Georgia                                              Equipment
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  AT&T Credit             New Jersey Secretary of        1661667     10/11/95  * Leased office
Corporation          Corporation             State                                                equipment under Lease
                                                                                                  No. 0001966.
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  IBM Credit Corporation  New Jersey Secretary of        1686733       3/8/96  * IBM leased office
 Corporation                                 State                                                equipment.
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  Xerox Corporation       Florida Secretary of      950000177298      8/28/96  Leased Equipment
 Corporation                                 State
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  Telogy, Inc.            Florida Secretary of      960000259207     12/11/96  Leases Equipment
Corporation                                  State
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  Crown Bank Leasing      Florida Secretary of      970000155008      7/14/97  Leased Equipment
Corporation                                  State
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  Xerox Corporation       Florida Secretary of      980000063709      3/24/98  Leased Equipment
Corporation                                  State
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  Telogy, Inc.            Florida Secretary of      980000121679       6/3/98  Leased Equipment
Corporation                                  State
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  Telogy, Inc.            Florida Secretary of      980000121683       6/3/98  Leased Equipment
Corporation                                  State
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  Telogy, Inc.            Florida Secretary of      980000121681       6/3/98  Leased Equipment
Corporation                                  State
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  AT&T Capital            Florida Secretary of      980000024292       2/3/98  Leased Equipment
Corporation          Corporation             State
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  AT&T Capital            Florida Secretary of      980000024294       2/3/98  Leased Equipment
Corporation          Corporation             State
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  Matrix Funding          Florida Secretary of      990000148746       7/1/99  Leased office furniture,
Corporation          Corporation             State                                                fixture
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  Matrix Funding          Gwinnett County,                014420      11/8/99  Leased computer
Corporation          Corporation             Georgia                                              equipment
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  AT&T Capital            New Jersey Secretary of        1661667     10/11/95  Leased equipment
Corporation          Corporation             State
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
Concurrent Computer  IBM Credit Corporation  New Jersey Secretary of        1686733       3/8/96  Leased equipment
Corporation                                  State
-------------------  ----------------------  -----------------------  -------------  -----------  ------------------------
</TABLE>


<PAGE>
                                SCHEDULE 11.2(b)

                             Debt for Money Borrowed



<PAGE>
                                  SCHEDULE 11.3

                             Contingent Obligations


                                      None

<PAGE>
                                  SUPPLEMENT A
                                  ------------

                               Financial Covenants


     (A)     CONSOLIDATED  EBITDA.  Maintain  Consolidated EBITDA as of the last
             --------------------
day  of  each period set forth below of at least the amounts set forth below for
the  periods  applicable  thereto:

                             Period                            Amount
                             ------                            ------

                    July  1,  2000  through               ($  2,500,000)
                      December  31,  2000

                    July  1,  2000  through               ($  2,250,000)
                      March  31,  2001

                    July  1,  2000  through               ($  1,150,000)
                      June  30,  2001

                    For  the  Four  Fiscal  Quarters       $    350,000
                       ending  September  30,  2001

                    For  the  Four  Fiscal  Quarters       $  4,700,000
                       ending  December  30,  2001

                    For  the  Four  Fiscal  Quarters       $  7,800,000
                       ending  March  31,  2002

                    For  the  Four  Fiscal  Quarters       $ 10,000,000
                       ending  June  30,  2002

      (B)     LEVERAGE  RATIO.  Maintain  a  ratio  of  Consolidated  Total
              ---------------
Liabilities  to  Consolidated  Tangible Net Worth of not more than 2.0 to 1.0 at
all  times.

       (C)     CONSOLIDATED  FIXED  CHARGE  COVERAGE  RATIO.  Maintain  a
               --------------------------------------------
Consolidated  Fixed Charge Coverage Ratio greater than or equal to the ratio set
forth below for the period applicable thereto, as of the last day of each Fiscal
Quarter  for  the  four  (4)  Fiscal  Quarters  then  ending:

                    Date                    Ratio
                    ----                    -----

            September  30,  2001            0.7  to  1.0
            December  31,  2001             1.25  to  1.0
            March  31,  2002                2.0  to  1.0
            June  30,  2002                 3.0  to  1.0


<PAGE>
       (D)     DEBT  COVERAGE RATIO.  Maintain a Consolidated Funded Debt/EBITDA
               --------------------
Ratio  as  of  the  last  day  of  each  Fiscal  Quarter for the four (4) Fiscal
Quarters  then  ending of not more than the ratio set forth below for the period
corresponding  thereto:

              Period                    Ratio
              ------                    -----

            December  31,  2001         2.0  to  1.0
            March  31,  2002            2.0  to  1.0
            June  30,  2002             2.0  to  1.0

       (E)     CONSOLIDATED  EBITDA  (XSTREME  DIVISION).  Maintain Consolidated
               -----------------------------------------
EBITDA of the Xstreme Division as of the last day of each period set forth below
of  at  least  the  amounts  set forth below for the periods applicable thereto:

               Period                              Amount
               ------                              ------

            July  1,  2000  through                ($  5,000,000)
              December  31,  2000

            July  1,  2000  through                ($  6,350,000)
              March  31,  2001

            July  1,  2000  through                ($  6,650,000)
              June  30,  2001

            For  the  Four  Fiscal  Quarters       ($  3,750,000)
              ending  September  30,  2001

            For  the  Four  Fiscal  Quarters        $    200,000
              ending  December  30,  2001

            For  the  Four  Fiscal  Quarters        $  4,600,000
              ending  March  31,  2002

            For  the  Four  Fiscal  Quarters        $  9,100,000
              ending  June  30,  2002

       (F)     CONSOLIDATED  EBITDA (REAL-TIME DIVISION).  Maintain Consolidated
               -----------------------------------------
EBITDA  of  Real-Time Division as of the last day of each Fiscal Quarter for the
four (4) Fiscal Quarters then ending of at least the amounts set forth below for
the  periods  applicable  thereto:


<PAGE>
               Period                               Amount
               ------                               ------

           July  1,  2000  through                  $3,300,000
             December  31,  2000

           July  1,  2000  through                  $4,750,000
             March  31,  2001

           July  1,  2000  through                  $6,200,000
             June  30,  2001

           For  the  Four  Fiscal  Quarters         $4,900,000
             ending  September  30,  2001

           For  the  Four  Fiscal  Quarters         $4,100,000
             ending  December  30,  2001

           For  the  Four  Fiscal  Quarters         $3,200,000
             ending  March  31,  2002

           For  the  Four  Fiscal  Quarters         $2,100,000
             ending  June  30,  2002


<PAGE>