EXHIBIT E

                          CREDIT AND SECURITY AGREEMENT

                            Dated as of June 28, 2001

          This  Credit  and  Security Agreement is made as of the date set forth
above by and between Rockshox, Inc., a Delaware corporation (the "Borrower), and
                                                                  --------
Wells  Fargo  Bank,  N.A.  (the  "Lender").
                                  ------

                                   WITNESSETH
                                   ----------

          WHEREAS,  Borrower  has requested that the Lender enter into financing
arrangements  with  it pursuant to which Lender may make loans and provide other
financial  accommodations  to  Borrower;  and

          WHEREAS,  concurrently  with  the  execution  and  delivery  of  this
Agreement,  Borrower  is  entering into a Second Amended and Restated Credit and
Security Agreement with Wells Fargo Business Credit, Inc. providing for a credit
facility  to  finance  working  capital  for Borrower's domestic operations (the
"Domestic  Credit  Facility");  and
    -----------------------

          WHEREAS,  Lender  is  willing  to  make  such  loans  and provide such
financial  accommodations  on  the  terms  and  conditions  set  forth  herein;

          NOW,  THEREFORE,  in  consideration  of  the  mutual  conditions  and
agreements  set forth herein, and for other good and valuable consideration, the
receipt  and  sufficiency  of which are hereby acknowledged, Lender and Borrower
agrees  as  follows:

                                    ARTICLE 1

                                   Definitions
                                   -----------

           Section 1.1     Definitions.  For  all  purposes  of  this Agreement,
                           -----------
except as otherwise expressly provided or unless the context otherwise requires:

          "Accounts"  means  the  aggregate  unpaid obligations of customers and
           --------
     other account debtors to Borrower arising out of the sale or lease of goods
     or rendition of services by Borrower on an open account or deferred payment
     basis,  whether  now  existing  or  hereafter  arising.


          "AccountsReceivable"  shall  mean  all  of the Borrower's now owned or
           ------------------
     hereafter  acquired  (a)  "accounts"  (as such term is defined in the UCC),
     other  receivables,  book  debts  and  other  forms of obligations, whether
     arising  out  of  goods  sold  or  services  rendered  or  from  any  other
     transaction;  (b)  rights  in, to and under all purchase orders or receipts
     for  goods or services; (c) rights to any goods represented or purported to
     be represented by any of the foregoing (including unpaid sellers' rights of
     rescission,  replevin,  reclamation  and  stoppage in transit and rights to


<PAGE>
     returned,  reclaimed or repossessed goods); (d) moneys due or to become due
     to  Borrower  under all purchase orders and contracts for the sale of goods
     or  the  performance  of  services  or both by Borrower (whether or not yet
     earned  by  performance on the part of Borrower), including the proceeds of
     the foregoing; (e) any notes, drafts, letters of credit, insurance proceeds
     or  other  instruments, documents and writings evidencing or supporting the
     foregoing; and (f) all collateral security and guarantees of any kind given
     by  any  other  Person  with  respect  to  any  of  the  foregoing.

          "Advance"  means  a  Revolving  Advance.
           -------

          "Affiliate"  or  "Affiliates"  means  any  Person  controlled  by,
           ---------        ----------
     controlling  or  under  common  control  with  Borrower, including (without
     limitation)  any  subsidiary  of Borrower. For purposes of this definition,
     "control,"  when used with respect to any specified Person, means the power
     to  direct  the  management  and  policies  of  such  Person,  directly  or
     indirectly, whether through the ownership of voting securities, by contract
     or  otherwise.


          "Agreement"  means  this  Credit  and  Security Agreement, as amended,
           ---------
     supplemented  and  restated  from  time  to  time.

          "Availability" means the Borrowing Base less the outstanding principal
           ------------
     balance  of  the  Revolving  Advances.

          "Availability  Reserve"  means  as  of any date of determination, such
           ---------------------
     amount  or  amounts as Lender may from time to time establish and revise in
     good  faith and in its reasonable judgment reducing the amount of Revolving
     Advances  which  would otherwise be available to Borrower under the lending
     formula(s)  provided  for  herein:  (a)  to  reflect  events,  conditions,
     contingencies  or risks which, as determined by Lender in good faith and in
     its  reasonable judgment, do or may affect either (i) the Collateral or its
     value,  (ii)  the  assets,  business or prospects of Borrower, or (iii) the
     security  interests and other rights of Lender in the Collateral (including
     the  enforceability,  perfection  and  priority thereof), or (b) to reflect
     Lender's  good  faith  belief  that  any  collateral  report  or  financial
     information  furnished by or on behalf of Borrower to Lender is or may have
     been  incomplete,  inaccurate or misleading in any material respect, or (c)
     in  respect  of  any  state  of facts which Lender determines in good faith
     constitutes  an  Event of Default or may, with notice or passage of time or
     both,  constitute  an  Event of Default; provided however, that in no event
     shall  (x)  the rebate reserves established by Borrower, from time to time,
     reduce  the  amount  of Revolving Advances or (y) a reserve be created with
     respect  to  any  accounts  which  are  deemed  not  to be Eligible Foreign
     Accounts.

          "Base Rate" means the rate of interest publicly announced from time to
           ---------
     time  by  Wells  Fargo Bank, N.A., San Francisco, California, as its "prime
     rate" or, if such bank ceases to announce a rate so designated, any similar
     successor  rate  designated  by  the  Lender  (which  rate shall in no case
     deviate  from the Prime Rate as published in the Wall Street Journal except
     for time lag in adjustments which shall not exceed five (5) Business Days).


                                        2
<PAGE>
          "Borrower  Agreement"  means  the  Borrower  Agreement  of  even  date
           -------------------
     herewith  by  and  between the Borrower and the Lender in the form attached
     hereto  as  Exhibit  B.


          "Borrowing Base" means, at any time and subject to change from time to
           --------------
     time  in  the  Lender's  sole  discretion:

          (a)     the  lowest  of:

               (i)     Five  Million  Dollars  ($5,000,000);  or

               (ii)     85%  of  eligible  Foreign Accounts Receivable Value; or

               (iii)     the  Maximum  Line  under the Domestic Credit Agreement
     (as  defined  by  the  Domestic  Credit  Agreement)  minus  the outstanding
     Advances under the Domestic Credit Facility (as such term is defined in the
     Domestic  Credit  Agreement).


          (b)     minus  any  Availability  Reserves.

          "Borrowing Base Certificate" means a certificate, substantially in the
           --------------------------
     form attached hereto as Exhibit D, executed by Borrower and accepted by the
     Lender.

          "Business  Day" means any day on which the Federal Reserve Bank of New
           -------------
     York  is  open  for  business.

          "Closing  Date"  means  the  date  of  this  Agreement.
           -------------

          "Collateral"  has  the  meaning  given  in  Section  3.1.
           ----------

          "Commitment"  means the Lender's commitment to make Advances to or for
           ----------
     the  Borrower's  account  pursuant  to  Article  2.

          "Country  Limitation  Schedule"  shall  mean  the most recent schedule
           -----------------------------
     published by Eximbank and provided to the Borrower by the Lender which sets
     forth  on  a  country  by  country  basis whether and under what conditions
     Eximbank  will provide coverage for the financing of export transactions to
     countries  listed  therein.

          "Credit  Facility"  means  the  credit  facility made available to the
           ----------------
     Borrower  pursuant  to  Article  2.

          "Debt"  of  any  Person  means,  without  duplication,  all  items  of
           ----
     indebtedness or liability that in accordance with GAAP would be included in
     determining total liabilities as shown on the liabilities side of a balance
     sheet  of  that Person as at the date as of which Debt is to be determined.
     For  purposes  of determining a Person's aggregate Debt at any time, "Debt"
     shall  also  include  the  aggregate  payments  required to be made by such
     Person  at  any time under any lease that is considered a capitalized lease
     under  GAAP.


                                        3
<PAGE>
          "Default"  means  an  event  that, with giving of notice or passage of
           -------
     time  or  both,  would  constitute  an  Event  of  Default.

          "Default  Period"  means  any  period  of  time beginning on the day a
           ---------------
     Default  Event  of  Default  has occurred and ending on the date the Lender
     notifies  Borrower in writing that the Default or Event of Default has been
     waived  or  otherwise  cured  (if  curable).

          "Default  Rate"  means an annual rate equal to three percent (3%) over
           -------------
     the  Floating  Rate,  which rate shall change when and as the Floating Rate
     changes.

          "Domestic  Credit  Agreement"  means  that  certain Second Amended and
           ---------------------------
     Restated  Credit  and  Security  Agreement dated as of June 28, 2001 by and
     between  the Borrower and WFBC, as the same may be amended, supplemented or
     restated  from  time  to  time.

          "Domestic  Credit  Facility" means the credit facility extended to the
           --------------------------
     Borrower  pursuant  to  the  Domestic  Credit  Agreement.

          "Eligible Foreign Accounts" means all Accounts owed by Account debtors
           -------------------------
     of  either  Borrower  located  outside  the US for the sale or provision of
     Items,  except  the  following  shall  not  in any event be deemed Eligible
     Foreign  Accounts:

               (i)     That  portion  of  Accounts  not  yet earned by the final
     delivery  of goods or rendition of services, as applicable, or for which an
     invoice  has  not  been  issued,  by  the  Borrower  to  the  customer;

               (ii)     That  portion  of  Accounts  arising from any Items that
     have  been  returned,  rejected  or  repossessed;

               (iii)     Accounts  as  to  which  covenants,  representations or
     warranties  in  this  Agreement  with  respect  to  such  Account have been
     breached;

               (iv)     That  portion  of  Accounts unpaid 90 days or more after
     the  invoice  date  (in  the  event the Accounts have trade terms beyond 30
     days,  that  portion  of  Accounts unpaid 30 days after the due date or 120
     days  after  the  invoice  date,  whichever  is  shorter);

               (v)     That  portion  of Accounts that is due and payable from a
     Buyer  who  (A) applies for, suffers, or consents to the appointment of, or
     the  taking  of possession by, a receiver, custodian, trustee or liquidator
     of  itself  or  of  all  or  a  substantial part of its property or calls a
     meeting  of  its  creditors,  (B)  admits  in writing its inability, or its
     generally  unable, to pay its debts as they become due or ceases operations
     of  its present business, (C) makes a general assignment for the benefit of
     creditors,  (D) files a petition seeking to take advantage of any other law
     providing  for  the  relief of debtors, (E) acquiesces to, or fails to have
     dismissed  , any petition which is filed against it in any involuntary case
     under  such  bankruptcy  laws,  or  (F) takes any action for the purpose of
     effecting  any  of  the  foregoing;


                                        4
<PAGE>
               (vi)     That  portion  of  Accounts  that  arises  from  a
     bill-and-hold,  guaranteed  sale,  sale-and-return,  sale  on  approval,
     consignment  or  any  other  repurchase  or return basis or is evidenced by
     chattel  paper;

               (vii)     Accounts that do not comply with the terms set forth in
     Section  7  of  the  Loan  Authorization  Notice;

               (viii)     Accounts not from sale of Items in the ordinary course
     of  the  Borrower's  business;

               (ix)     Accounts  owed  by  a shareholder, Affiliate, officer or
     employee  of  the  Borrower;

               (x)     Accounts owed by an account debtor that is insolvent, the
     subject  of  bankruptcy  proceedings  or  has  gone  out  of  business;

               (xi)     Accounts  not  subject  to  a  duly  perfected  security
     interest  in favor of the Lender or which are subject to any lien, security
     interest  or  claim  in favor of any Person other than the Lender or WFBC.;

               (xii)     That  portion  of  Accounts  that  constitutes  finance
     charges,  service  charges  or  sales  or  excise  taxes;

               (xiii)     Accounts  that arise from the sale of Items containing
     less  than  fifty  percent  (50%)  US  Content;

               (xiv)     Accounts  that  arise from the sale of Items containing
     any  Foreign  Content  not  incorporated  into  such  Items  in  the  US;

               (xv)     That  portion  of Accounts that is payable in a currency
     other  than US Dollars unless prior written approval has been received from
     Eximbank;

               (xvi)     That portion of Accounts owed by military buyers or for
     defense  articles  or services, except as may be approved in writing by the
     Lender  and  Eximbank;

               (xvii)     That  portion  of Accounts due and collectible outside
     the  US;

               (xviii)     That  portion  of  Accounts  owed  by Account debtors
     located  in,  or  arising  from  sales  of Items delivered to, a Prohibited
     Country;

               (xix)     That  portion of Accounts that does not comply with the
     requirements  of  the  Country  Limitation  Schedule;

               (xx)     That  portion  of  Accounts  that has been restructured,
     extended,  amended or modified; except for those Accounts discounted in the
     ordinary course of the Borrower's business and such discounts are reflected
     on  the  invoice;


                                        5
<PAGE>
               (xxi)     That portion of Accounts that is disputed or subject to
     a  claim of offset, contra account, defense, dispute or counterclaim or the
     Account  debtor  is  also  a  creditor  or  supplier of the Borrower or the
     Account or any portion thereof is contingent in any respect for any reason;

               (xxii)     That  portion of Accounts backed by a letter of credit
     unless  Items  covered  by  that  letter  of  credit  have  been  shipped;

               (xxiii)     Accounts  not owned by the Borrower or subject to any
     right, claim or interest of another person other than the liens in favor of
     the  Lender;

               (xxiv)     Accounts  owed  by  an  account  debtor, regardless of
     whether  otherwise  eligible,  if  twenty-five percent (25%) or more of the
     total  amount  due  under  Accounts  from  such  debtor is ineligible under
     clauses  (i)  or  (ix)  above;

               (xxv)     That  portion  of  Accounts  of  a single debtor or its
     affiliates  which  constitute  more  than  twenty-five percent (25%) of all
     otherwise Eligible Accounts; provided that, such percentage with respect to
     Accounts owed by Giant Manufacturing Company, Ltd. and Merida Industry Co.,
     Ltd.  shall  be  forty  percent  (40%);

               (xxvi)     Accounts  which arise from the sale of any Items to be
     used  in  the construction, alteration, operation or maintenance of nuclear
     power,  enrichment,  reprocessing,  research  or  heavy  water  production
     facilities;

               (xxvii)     That  portion  of  Accounts,  or  portions  thereof,
     otherwise deemed ineligible for any reason by the Lender or Eximbank in its
     discretion;  and

               (xxviii)     Accounts  which  are  deemed Eligible Accounts under
     the  Domestic  Credit  Agreement.

          "Event  of  Default"  has  the  meaning  specified  in  Section  7.1.
           ------------------

          "Eximbank"  means  the  Export-Import  Bank  of  the  United  States.
           --------

          "Export  Order"  means a bona fide written export order or contract to
           -------------
     purchase  Items  from  the  Borrower  from  a  customer  outside  the  US.

          "Floating Rate" means an annual rate equal to the sum of the Base Rate
           -------------
     plus  seven  hundred  twenty five thousandth percent (0.725%), which annual
     rate  shall  change  when  and as the Base Rate changes; provided, however,
                                                              --------  -------
     such Floating Rate shall be adjusted as follows: if (i) no Event of Default
     exists or has occurred and is continuing, and (ii) Borrower's Net Income is
     not  less  than Two Million Dollars ($2,000,000) for the fiscal year ending
     on  March  31,  2002,  the Floating Rate shall be reduced to an annual rate
     equal  to  the  sum  of  the  Base  Rate  plus  three  hundred seventy five
     thousandths  percent  (0.375%).


                                        6
<PAGE>
          "Foreign  Accounts  Receivable  Value"  shall  mean,  at  the  date of
           ------------------------------------
     determination  thereof,  the  aggregate  face  amount  of  Eligible Foreign
     Accounts  less taxes, discounts, credits, allowances and Retainages, except
     to  the  extent  otherwise  permitted  by  Eximbank  in  writing.

          "Foreign  Content" means that portion of the cost of Inventory arising
           ----------------
     from  materials  which  are not of US origin or from labor and services not
     performed  in  the  US.

          "Funding  Date"  has  the  meaning  given  in  Section  2.1.
           -------------

          "GAAP"  means  generally  accepted accounting principles, applied on a
           ----
     basis  consistent  with  the  accounting practices applied in the financial
     statements  described  in  Section  5.2.


          "Inventory"  means  all  of  the Borrower's inventory, as such term is
           ---------
     defined  in  the  UCC,  whether  now  owned  or  hereafter  acquired.

          "Items"  means  the  goods  and  services  to  be  sold by Borrower to
           -----
     customers  located  outside  the  US.

          "Loan  Authorization  Notice"  means  the  notification  of  even date
           ---------------------------
     herewith  regarding  the Credit Facility given by the Lender to Eximbank on
     Eximbank's  required  form.

          "Loan  Documents"  means  this  Agreement,  the  Note,  the  Borrower
           ---------------
     Agreement,  the  Loan  Authorization  Notice,  and  the Security Documents.

          "Lockbox"  has  the  meaning  given  in  Section  6.7.
           -------

          "Master  Guaranty" means the Master Guarantee Agreement by and between
           ----------------
     Lender  and  Eximbank, as amended, modified, supplemented and restated from
     time  to  time.

          "Maturity  Date"  means  December  10,  2003.
           --------------

          "Maximum  Line"  means  the  lesser  of  (i)  Five  Million  Dollars
           -------------
     ($5,000,000)  or  (ii) the Maximum Line under the Domestic Credit Agreement
     (as  defined  by  the  Domestic  Credit  Agreement)  minus  the outstanding
     advances  under  the  Domestic  Credit  Facility.

          "Net  Income"  has  the  meaning  defined  by  GAAP.
           -----------

          "Net  Sales"means  the  gross  sales  of  the  Borrower, determined in
           ----------
     accordance  with  GAAP,  less  returns,  credit  memos  and  discounts.

          "Note"  means  the  Revolving  Note.
           ----


                                        7
<PAGE>
          "Obligations"  means  each and every debt, liability and obligation of
           -----------
     every  type and description, relating to this Agreement, which Borrower may
     now  or at any time hereafter owe to the Lender, including all indebtedness
     arising  under  this  Agreement  and  the  Note,  whether  now in effect or
     hereafter  entered into. Obligations shall not refer to Obligations as such
     term  is  defined  in  the  Domestic  Credit  Agreement.

          "Person"  means  any  individual,  corporation,  partnership,  joint
           ------
     venture,  limited  liability  company,  association,  joint-stock  company,
     trust, unincorporated organization or government or any agency or political
     subdivision  thereof.

          "Permitted  Liens"  means  mortgages,  deeds of trust, pledges, liens,
           ----------------
     security  interests,  adverse claims, assignments or transfers of interests
     in the Collateral acceptable to the Lender in its sole discretion including
     without  limitation  the  following:

               (a)     in  the  case  of any of the Borrower's property which is
     not  Collateral or other collateral described in this Agreement, covenants,
     restrictions,  rights, easements and minor irregularities in title which do
     not  materially  interfere  with  the  Borrower's business or operations as
     presently  conducted;

               (b)     mortgages,  deeds  of  trust,  pledges,  liens  security
     interests  and  assignments  in  existence on the date hereof and listed in
     Exhibit  E  hereto;

               (c)     the  Security  Interest  and liens and security interests
     created  by  this  Agreement;

               (d)     purchase  money  security  interests  relating  to  the
     acquisition  of  machinery  and equipment of the Borrower not exceeding the
     cost  or fair market value thereof and so long as no Default Period is then
     in  existence  and  none  would  exist  immediately after such acquisition;

               (e)     liens  for  taxes, assessments or governmental charges or
     levies  on  the  Borrower's  property  not exceeding Fifty Thousand Dollars
     ($50,000) if the same shall not at the time be delinquent or thereafter can
     be  paid  without  penalty,  or  are  being  contested in good faith and by
     appropriate  proceedings and for which adequate reserves in accordance with
     GAAP  shall  have  been  set  aside  on  the  Borrower's  books;

               (f)     liens  imposed  by law, such as carriers', warehousemen's
     and mechanics' liens and other similar liens arising in the ordinary course
     of  business which secure payment of obligations not more than 60 days past
     due  or  which are being contested in good faith by appropriate proceedings
     and  for  which  adequate  reserves shall have been set aside on its books;

               (g)     liens  arising  out of pledges or deposits under worker's
     compensation  laws,  unemployment  insurance,  old  age  pensions, or other
     social  security  or  retirement  benefits,  or  similar  legislation;


                                        8
<PAGE>
               (h)     the  replacement,  extension  or  renewal  of  any  lien
     permitted  hereunder  so  long  as  the  Debt  secured  by such lien is not
     increased  by  such  replacement,  extension  or  renewal;  and

               (i)     liens  of  WFBC  in  connection  with the Domestic Credit
     Facility  and  Liens  of  Eximbank.

          "Premises"  means all premises where Borrower conduct its business and
           --------
     has  any  rights  of  possession.

          "Prohibited  Country"  means any country in which Eximbank coverage is
           -------------------
     not  available  for  commercial  reasons  or  in  which Eximbank is legally
     prohibited  from  doing  business,  as designated in the Country Limitation
     Schedule.

          "Retainage" shall mean that portion of the purchase price of an Export
           ---------
     Order  that  a  buyer  is not obligated to pay until the end of a specified
     period  of  time  following  the satisfactory performance under such Export
     Order.

          "Revolving  Advance"  has  the  meaning  given  in  Section  2.1.
           ------------------

          "Revolving  Note"  means  the  Borrower's  revolving  promissory note,
           ---------------
     payable  to  the order of the Lender in substantially the form of Exhibit A
     hereto.

          "Security  Documents"  means  this  Agreement.
           -------------------

          "Security  Interest"  has  the  meaning  given  in  Section  3.1.
           ------------------

          "Tangible  Net  Worth"  means  the difference between (i) the tangible
           --------------------
     assets of the Borrower, which, in accordance with GAAP are tangible assets,
     after  deducting  adequate  reserves in each case where, in accordance with
     GAAP,  a  reserve  is  proper  and (ii) all Debt of the Borrower; provided,
                                                                       --------
     however,  that  notwithstanding  the  foregoing  in no event shall there be
     -------
     included  as  such  tangible  assets  patents,  trademarks,  trade  names,
     copyrights,  licenses,  goodwill,  receivables  from Affiliates, directors,
     officers  or  employees,  prepaid  expenses,  deposits, deferred charges or
     treasury  stock  or  any  securities  or  Debt of the Borrower or any other
     securities  unless  the same are readily marketable in the United States of
     America  or  entitled  to  be  used  as a credit against federal income tax
     liabilities,  and  any  other  assets  designated  from time to time by the
     Lender,  in  its  sole  discretion.

          "Termination  Date"  means the earliest of (i) the Maturity Date, (ii)
           -----------------
     the  date  Borrower  terminates  the Credit Facility, or (iii) the date the
     Lender  demands  payment  of  the  Obligations  after  an  Event of Default
     pursuant  to  Section  7.2.

          "UCC" means the Uniform Commercial Code as in effect from time to time
           ---
     in  the  State  of  California.

          "US"  means  the  United  States  of  America.
           --


                                        9
<PAGE>
          "US  Content"  means with respect to any Item all the labor, materials
           -----------
     and  services  which  are  of  US  origin  or  manufacture,  and  which are
     incorporated  into  an  Item  in  the  United  States.

          "Warranty"  shall  mean  Borrower's  guarantee  to  any buyer that has
           --------
     entered  into  one  or more Export Orders with Borrower that the Items will
     function as intended during the warranty period set forth in the applicable
     Export  Order.

          "WFBC"  means  Wells  Fargo  Business  Credit,  Inc.,  a  Minnesota
           ----
     corporation.

                                    ARTICLE 2

                     Amount and Terms of the Credit Facility
                     ---------------------------------------

           Section  2.1     Revolving  Advances.
                            -------------------

           (a)     The  Lender  agrees  to  make  advances  (each  a  "Revolving
Advance")  to the Borrower from time to time from the date all of the conditions
set  forth  in Section 4.1 are satisfied (the "Funding Date") to the Termination
Date,  in each case on the terms and subject to the conditions herein set forth,
to  provide  the  Borrower  with  working  capital in accordance with clause (c)
below.  The  Lender  shall  have  no  obligation  to make a Revolving Advance to
Borrower  if,  after  giving  effect  to  the  requested  Revolving Advance, the
outstanding  Revolving  Advances  would exceed the Borrowing Base or the Maximum
Line.

           (b)     The  Borrower's  obligation  to  pay  the  Revolving Advances
shall be evidenced by the Revolving Note and shall be secured by the Collateral.

           (c)     The  Borrower  shall  use  Revolving Advances  only  for  the
purpose  of  enabling  the  Borrower  to  finance  the  cost  of  manufacturing,
producing,  purchasing  or  selling the Items in order to fulfill Export Orders.
the  Borrower  may  not use any of the Revolving Advances for the purpose of (i)
servicing  or  repaying Borrower's pre-existing or future indebtedness unrelated
to  the  Loan  Facility (unless approved by Eximbank in writing); (ii) acquiring
fixed  assets  or  capital  goods  for  use  in  the  Borrower's business; (iii)
acquiring,  equipping or renting commercial space outside of the US; (iv) paying
the salaries of non-US citizens or non-U. S. permanent residents who are located
in  offices  outside of the United States; or (v) in connection with a Retainage
or  Warranty (unless approved by Eximbank in writing). In addition, no Revolving
Advance  may  be used to finance the manufacture, purchase or sale of any of the
following:  (i) Items to be sold or resold to a Buyer located in a country as to
which  Eximbank  is  prohibited from doing business as designated in the Country
Limitation  Schedule;  (ii)  that  part of the cost of the Items which is not US
Content  unless such part is not greater than fifty percent (50%) of the cost of
the Items and is incorporated into the Items in the United States; (iii) defense
articles  or defense services; or (iv) without Eximbank's prior written consent,
any  Items  to be used in the construction, alteration, operation or maintenance
of  nuclear  power, enrichment, reprocessing, research or heavy water production
facilities.


                                       10
<PAGE>
          (d)     Within  the  limits  set  forth  in  this  Section  2.1,  the
Borrower  may  request Revolving Advances, prepay without premium or penalty and
without  terminating  the  Credit  Facility,  and  request  additional Revolving
Advances.

          Section  2.2     Requests  for Advances.  The Borrower shall make each
                           ----------------------
request  for  a  Revolving Advance to the Lender before 10:30 a.m. (Los Angeles,
California  time)  of  the day of the requested Revolving Advance.  Requests for
Revolving  Advances may be made in writing or by telephone.  The Lender will not
consider  any  such  request  unless  the Lender has received from the Borrower,
among  other things which may be reasonably required by Lender, a Borrowing Base
Certificate  submitted  no  less than one month before the date of the requested
Advance and copies of the Export Orders (or a summary thereof) against which the
Borrower is requesting such Advance.  Any request for an Advance shall be deemed
to  be a representation by the Borrower that the conditions set forth in Section
4.2  have  been  satisfied  as  of  the  date  of  the  request.

          Section  2.3     Interest;  Default  Interest.  All  interest shall be
                           ----------------------------
payable  monthly in arrears on the first day of the month and on the Termination
Date.

          (a)     Revolving  Note.  Except  as  set  forth in subsection (b) and
                  ---------------
(c),  the  outstanding  principal balance of the Advances shall bear interest at
the  Floating  Rate.

          (b)     Default Interest Rate.  At any time during any Default Period,
                  ---------------------
in  the Lender's sole discretion and without waiving any of its other rights and
remedies,  the  principal of the Obligations outstanding from time to time shall
bear  interest  at the Default Rate, effective for any periods designated by the
Lender  from  time  to  time  during  that  Default  Period.

          (c)     Usury.  In  any  event no rate change shall be put into effect
                  -----
which  would  result  in  a rate greater than the highest rate permitted by law.

          Section  2.4     Fees.
                           ----

          (a)     Application  Fee.  The Borrower shall reimburse the Lender for
                  ----------------
the  $100  application  fee  payable  to  Eximbank in connection with the Master
Guaranty.

          (b)     Facility  Fee.  The  Borrower  shall  pay  the  Lender an
                  -------------
annual  facility  fee of one percent (1.0%) of Five Million Dollars ($5,000,000)
or the maximum Commitment Amount for each year this Agreement is in effect. Such
fee shall be fully earned and non-refundable and payable on the Closing Date and
each  anniversary  of  the  Closing  Date.

          Section  2.5     Termination  by  the  Borrower.  The  Borrower  may
                           ------------------------------
terminate  this  Agreement at any time upon 30 days' prior written notice to the
Lender  and,  subject  to  payment  and performance of all Obligations, shall be
entitled  to obtain any release or termination of the Security Interest to which
the  Borrower  is  otherwise  entitled  by  law.

          Section  2.6     Mandatory  Prepayment.  Without  notice or demand, if
                           ---------------------
the  outstanding  principal  balance of the Revolving Advances shall at any time


                                       11
<PAGE>
exceed  the  Borrowing Base, the Borrower shall immediately prepay the Revolving
Advances  to  the  extent  necessary  to  eliminate  such  excess.

          Section  2.7     Advances  Without  Request.  The  Borrower  hereby
                           --------------------------
authorizes  the  Lender,  in  its  discretion,  at any time or from time to time
without  Borrower's request, to make Revolving Advances to pay accrued interest,
fees,  uncollected  items  that  have been applied to the Obligations, and other
Obligations  due  and  payable  from  time  to  time.

          Section  2.8     Facility  Subject  to  Eximbank  Rules.  The Borrower
                           --------------------------------------
acknowledges that the Lender is willing to make the Credit Facility available to
the  Borrower  because  the  Eximbank  is  willing  to  guaranty  payment  of  a
significant  portion  of the Obligations pursuant to the Guaranty.  Accordingly,
in  the  event of any inconsistency among this Agreement, the Note, the Borrower
Agreement,  the  Loan  Authorization  Notice,  Security  Documents or the Master
Guaranty  or  related documents, the provision that is the more stringent on the
Borrower  shall  control.

                                    ARTICLE 3

                                Security Interest
                                -----------------

          Section  3.1     Grant  of  Security Interest.  Terms used herein that
                           ----------------------------
are  defined  in  the California Uniform Commercial Code shall have the meanings
given  to  them in the Code. The Borrower hereby grants to the Lender a security
interest  (the  "Security  Interest")  in  the  following  collateral  (the
"Collateral"),  as  security for the payment and performance of the Obligations:

     INVENTORY:  All  inventory  of the Borrower, as such term is defined in the
     UCC,  whether  now owned or hereafter acquired, whether consisting of whole
     goods,  spare parts or components, supplies or materials, whether acquired,
     held  or  furnished  for  sale, for lease or under service contracts or for
     manufacture  or  processing,  and  wherever  located;

     ACCOUNTS  AND OTHER RIGHTS TO PAYMENT: Each and every right of the Borrower
     to  the  payment  of  money,  including  Accounts  and Accounts Receivable,
     whether  such right to payment now exists or hereafter arises, whether such
     right  to payment arises out of a sale, lease or other disposition of goods
     or  other  property,  out of a rendering of services, out of a loan, out of
     the  overpayment  of  taxes or other liabilities, or otherwise arises under
     any  contract  or  agreement,  whether  such  right  to payment is created,
     generated  or  earned  by  the  Borrower  or  by  some  other  Person  who
     subsequently transfers such Person's interest to the Borrower, whether such
     right  to payment is or is not already earned by performance, and howsoever
     such  right to payment may be evidenced, together with all other rights and
     interests  (including  all liens and security interests) which the Borrower
     may  at  any  time  have  by law or agreement against any account debtor or
     other obligor obligated to make any such payment or against any property of
     such  account  debtor or other obligor; all including all of the Borrower's
     rights  to payment in the form of all present and future accounts, contract


                                       12
<PAGE>
     rights,  loans  and  obligations  receivable,  chattel  papers,  electronic
     chattel  papers,  bonds,  notes and other debt instruments, tax refunds and
     rights  to  payment  in  the  nature  of  general  intangibles;

     EQUIPMENT:  All of the Borrower's equipment, as such term is defined in the
     UCC  whether  now  or  hereafter  owned,  including  all present and future
     machinery,  vehicles,  furniture,  fixtures,  manufacturing equipment, shop
     equipment,  office and recordkeeping equipment, parts, tools, supplies, and
     including  specifically  the  goods  described in any equipment schedule or
     list  herewith  or  hereafter  furnished  to  the  Lender  by the Borrower;

     GENERAL  INTANGIBLES:  All  of  the Borrower's general intangibles, as such
     term  is  defined  in  the  UCC,  whether  now owned or hereafter acquired,
     including  all  present  and  future  contract  rights,  patents,  patent
     applications,  copyrights, trademarks, trade names, trade secrets, customer
     or  supplier lists and contracts, manuals, operating instructions, permits,
     franchises,  the  right to use the Borrower's name, and the goodwill of the
     Borrower's  business;  and

     INVESTMENT  PROPERTY:  All  of  the Borrower's investment property, as such
     term  is  defined  in  the  UCC,  whether  now owned or hereafter acquired,
     including  but  not  limited  to  all  securities,  security  entitlements,
     securities  accounts,  commodity  contracts,  commodity  accounts,  stocks,
     bonds,  mutual  fund  shares,  money  market  shares  and  US  Government
     securities;

     plus  all  commercial  tort claims, farm products, as-extracted collateral,
     timber,  crops, deposit accounts, letters of credit, proceeds of letters of
     credit,  chattel paper, electronic chattel paper all sums on deposit in any
     Collateral  Account  (as  defined in the Domestic Credit Agreement) and any
     items  in  any  Lockbox;

     together  with (i) all other collateral described in any Security Document,
     (ii)  all  substitutions  and  replacements  for and products of any of the
     foregoing  property, , (iii) in the case of all tangible property, together
     with  (A)  all  accessions,  accessories, attachments, parts, equipment and
     repairs  now or hereafter attached or affixed to or used in connection with
     any  such  goods, and (B) all warehouse receipts, bills of lading and other
     documents  of  title  now  or  hereafter  covering such goods, and (iv) all
     proceeds  of  any  and  all  of  the  foregoing  property.

          Section  3.2     Notification  of  Account Debtors and Other Obligors.
                           ----------------------------------------------------
Upon  the  occurrence  and  during  the  continuance of an Event of Default, the
Lender may notify any account debtor or other Person obligated to pay the amount
due  that  such  right to payment has been assigned or transferred to the Lender
for  security  and shall be paid directly to the Lender.  The Borrower will join
in giving such notice if the Lender so requests.  At any time after the Borrower
or  the  Lender  gives  such  notice  to an account debtor or other obligor, the
Lender  may,  but  need not, in the Lender's name or in the Borrower's name, (a)
demand, sue for, collect or receive any money or property at any time payable or
receivable  on  account of, or securing, any such right to payment, or grant any
extension  to,  make  any  compromise  or  settlement with or otherwise agree to
waive,  modify,  amend  or  change  the  obligations  (including  collateral


                                       13
<PAGE>
obligations)  of  any  such  account  debtor  or  other  obligor; and (b) as the
Borrower's  agent  and  attorney-in-fact, notify the US Postal Service to change
the address for delivery of the Borrower's mail to any address designated by the
Lender,  otherwise  intercept the Borrower's mail, and receive, open and dispose
of  the  Borrower's  mail for purposes of the collection of Collateral, applying
all  Collateral as permitted under this Agreement and holding all other mail for
the  Borrower's  account  or  forwarding  such mail to the Borrower's last known
address.

          Section  3.3     Assignment  of Insurance.  As additional security for
                           ------------------------
the  payment  and performance of the Obligations, the Borrower hereby assigns to
the  Lender  any  and  all  monies  (including,  without limitation, proceeds of
insurance  and refunds of unearned premiums) due or to become due under, and all
other  rights of the Borrower with respect to, any and all policies of insurance
now  or at any time hereafter covering the Collateral or any evidence thereof or
any  business  records  or  valuable papers pertaining thereto, and the Borrower
hereby  directs the issuer of any such policy to pay all such monies directly to
the Lender. At any time, whether or not a Default Period then exists, the Lender
may  (but need not), in the Lender's name or in the Borrower's name, execute and
deliver  proof  of  claim, receive all such monies, and endorse checks and other
instruments  representing  payment  of such monies.  Following the occurrence of
and  during  the  continuance  of  an Event of Default, the Lender may (but need
not),  in  the  Lender's  name  or  in  the  Borrower's  name, adjust, litigate,
compromise  or  release  any  claim  against  the  issuer  of  any  such policy.

          Section  3.4     Occupancy.
                           ---------

          (a)     The Borrower hereby irrevocably grants to the Lender the right
to  take  possession of the Premises at any time following the occurrence of and
during  the  continuance  of  an  Event  of  Default.

          (b)     The  Lender  may  use  the  Premises  only  to  hold, process,
manufacture,  sell,  use, store, liquidate, realize upon or otherwise dispose of
goods  that  are Collateral and for other purposes that the Lender in good faith
considers  related  or  incidental  purpose.

          (c)     The  Lender's  right to hold the Premises shall terminate upon
the  earlier  of  (i)  payment  in  full  of all Obligations, (ii) final sale or
disposition  of all goods constituting Collateral and delivery of all such goods
to  purchasers  or  (iii)  waiver  of  the  Event  of  Default.

          (d)     The  Lender  shall  not be obligated to pay or account for any
rent  or  other  compensation  for the possession or use of any of the Premises;
provided,  however, that if the Lender does pay or account for any rent or other
compensation  for  the  possession  or  use of any of the Premises, the Borrower
shall  reimburse  the  Lender  promptly  for  the  full  amount  thereof.

          Section  3.5     License.  The  Borrower hereby grants to the Lender a
                           -------
non-exclusive,  worldwide  and  royalty-free license to use or otherwise exploit
all  trademarks, franchises, trade names, copyrights and patents of the Borrower
for  the  purpose  of  selling,  leasing  or  otherwise  disposing of any or all
Collateral  following  the occurrence and during the continuation of an Event of
Default.


                                       14
<PAGE>
          Section  3.6     Filing  a  Copy.  A  carbon,  photographic,  or other
                           ---------------
reproduction  of  this  Agreement  or  of  a  financing  statement signed by the
Borrower  is  sufficient  as  a  financing  statement.


                                    ARTICLE 4

                              Conditions of Lending
                              ---------------------

          Section  4.1     Conditions  Precedent  to  Lender's  the  Initial
                           -------------------------------------------------
Revolving  Advance.  The  Lender's  obligation  to  make  the  initial Revolving
        ----------
Advance  hereunder  shall  be subject to the condition precedent that the Lender
shall  have  received  all  of  the  following,  each  in  form  and  substance
satisfactory  to  the  Lender:

          (a)     This  Agreement,  properly  executed  by  the  Borrower.

          (b)     The  Note,  properly  executed  by  the  Borrower.

          (c)     The  SBA/Eximbank  Joint  Application,  properly completed and
executed  by  the  Borrower.

          (d)     The  Borrower  Agreement,  properly  executed by the Borrower.

          (e)     A  properly  completed and executed Borrowing Base Certificate
as  of  a  date  not  more  than  five (5) Business Days before the date of this
Agreement.

          (f)     An  Exceptions  Approval  Letter, properly signed by Eximbank.

          (g)     An  Intercreditor  Agreement  executed  by  Lender  and  WFBC.

          (h)     An  Participation  and  Servicing  Agreement  executed by
Lender  and  WFBC.

          (i)     Evidence  that  there  has been no material adverse change, as
determined  by  Lender,  in the financial condition or business of the Borrower,
nor  any  material  decline, as determined by Lender, in the market value of any
Collateral  or  a  substantial or material portion of the assets of the Borrower
since  the  date of the latest financial statements of the Borrower delivered to
Lender  prior  to  the  Funding  Date.

          (j)     Copies of the Borrower's federal tax returns for the last year
together  with  all  schedules  thereto.

          (k)     Current  searches  of  appropriate filing offices showing that
(i)  no  state or federal tax liens have been filed and remain in effect against
the Borrower, (ii) no financing statements or assignments of patents, trademarks
or  copyrights  have been filed and remain in effect against the Borrower except
those  financing statements and assignments of patents, trademarks or copyrights
relating  to  Permitted  Liens  or  to  liens held by Persons who have agreed in
writing  that  upon  receipt  of proceeds of the Advances, they will deliver UCC


                                       15
<PAGE>
releases  and/or  terminations  and  releases  of  such  assignments of patents,
trademarks  or  copyrights  satisfactory to the Lender, and (iii) the Lender has
duly  filed all financing statements necessary to perfect the Security Interest,
to  the  extent  the  Security Interest is capable of being perfected by filing.

          (l)     A  certificate  of  the  Borrower's  secretary  or  assistant
secretary  certifying  as to (i) the resolutions of the Borrower's directors and
if  required,  shareholders, authorizing the execution, delivery and performance
of  the  Loan  Documents,  (ii)  the Borrower's certificate of incorporation and
bylaws, and (iii) the signatures of the Borrower's officers or agents authorized
to  execute and deliver the Loan Documents and other instruments, agreements and
certificates,  including  Advance  requests,  on  the  Borrower's  behalf.

          (m)     A  current  certificate  issued  by  the Secretary of State of
Delaware,  certifying  that  the  Borrower  is in compliance with all applicable
organizational  requirements  of  the  State  of  Delaware.

          (n)     Evidence  from appropriate governmental officials that (i) the
Borrower is duly licensed or qualified to transact business in all jurisdictions
where  the  character  of  the  property  owned  or  leased or the nature of the
business  transacted  by it makes such licensing or qualification necessary, and
(ii)  it  has  obtained  and  maintains  all  necessary  export  licenses.

          (o)     Certificates  of  the  insurance  required hereunder, with all
hazard  insurance containing a lender's loss payable endorsement in the Lender's
favor  and  with  all  liability  insurance  naming  the Lender as an additional
insured.

          (p)     Payment  of  the  fees and commissions due through the date of
the  initial  Advance  and expenses incurred by the Lender through such date and
required  to  be  paid  by  the  Borrower under Sections 2.4(a), 2.4(b) and 8.2,
including  all  legal  expenses  incurred  through  the  Closing  Date.

          (q)     All  documents  relating  to  the  Domestic  Credit  Facility,
properly  executed  by  all  parties  thereto.

          (r)     Completion  of  a field review of the books and records of the
Borrower and such other information with respect to the Collateral as Lender may
reasonably require and a review of the Borrower's projections, budgets, business
plans,  cash  flows  and such other financial information as Lender may require,
the  results  of  all  of  which  shall  be  satisfactory  to Lender in its sole
discretion.

          (s)     Evidence  that  there  has been no material adverse change, as
determined  by  Lender,  in the financial condition or business of the Borrower,
nor  any  material  decline, as determined by Lender, in the market value of any
Collateral  or  a  substantial or material portion of the assets of the Borrower
since  the  date of the latest financial statements of the Borrower delivered to
Lender  prior  to  the  Funding  Date.

          (t)     Satisfaction  of  any  Eximbank  requirements.

          (u)     Approval  from  Eximbank.


                                       16
<PAGE>
          (v)     Such  other documents as the Lender in its sole discretion may
require.

          Section  4.2     Conditions  Precedent  to All Advances.  The Lender's
                           --------------------------------------
obligation  to  make  each  Advance  shall  be subject to the further conditions
precedent  that  on  such  date:

          (a)     the  representations and warranties contained in Article 5 are
correct  on  and as of the date of such Advance as though made on and as of such
date,  except  to  the  extent  that  such representations and warranties relate
solely  to  an  earlier  date;  and

          (b)     no  event  has  occurred  and  is continuing, or  would result
from  such  Advance  which  constitutes  a  Default  or  an  Event  of  Default.

                                    ARTICLE 5

                         Representations and Warranties
                         ------------------------------

          The  Borrower  represents  and  warrants  to  the  Lender  as follows:

          Section 5.1     Name; Locations; Tax ID No.; Subsidiaries.  During its
                          -----------------------------------------
existence,  the  Borrower  has done business solely under the corporate names as
set  forth  herein  and under such trade names and such other corporate names as
disclosed  to  Lender  in writing before this Agreement is signed and delivered.
The  address  of  the  Borrower's  chief executive office and principal place of
business  and  its  federal  tax  identification  number are set forth below its
signature to this Agreement. All Inventory is located at that location or at one
of  the  other locations disclosed to Lender in writing before this Agreement is
signed  and  delivered.  The Borrower has no subsidiaries except as disclosed to
Lender  in  writing  before  this  Agreement  is  signed  and  delivered.

          Section  5.2     Financial  Condition; No Adverse Change. The Borrower
                           ---------------------------------------
has  heretofore  furnished  to  the  Lender audited financial statements for its
fiscal  year  ended  March  31,  2000  and unaudited financial statements of the
Borrower  for  the  nine  month  period  ending  December  31,  2000,  and those
statements  fairly  present  the  Borrower's  financial  condition  on the dates
thereof  and  the  results of its operations and cash flows for the periods then
ended  and  were  prepared  in  accordance  with  GAAP,  subject  in the case of
unaudited  financial statements to year-end audit adjustments and the absence of
footnotes.  Since  the  date  of the most recent financial statements, there has
been  no  material  adverse  change  in  the  Borrower's business, properties or
condition  (financial  or  otherwise).

          Section  5.3     Suspension  and  Debarment, etc.  On the date of this
                           -------------------------------
Agreement  neither Borrower nor any of its Principals (as defined below) are (A)
debarred,  suspended,  proposed  for  debarment with a final determination still
pending,  declared ineligible or voluntarily excluded (as such terms are defined
under  any of the Debarment Regulations referred to below) from participating in
procurement  or  nonprocurement  transactions  with  any  US  federal government
department  or  agency  pursuant to any of the Debarment Regulations (as defined
below)  or  (B) indicted, convicted or had a civil judgment rendered against the
Borrower  or  any of its Principals for any of the offenses listed in any of the
Debarment  Regulations.  Unless  authorized  by  Eximbank, the Borrower will not
knowingly  enter  into  any  transactions  in connection with the Items with any
person  who  is debarred, suspended, declared ineligible or voluntarily excluded
from  participation  in  procurement  or nonprocurement transactions with any US
federal  government  department  or  agency  pursuant  to  any  of the Debarment
Regulations. The Borrower will provide immediate written notice to the Lender if


                                       17
<PAGE>
at  any  time it learns that the certification set forth in this Section 5.3 was
erroneous  when made or has become erroneous by reason of changed circumstances.
For  the  purposes  hereof,  (1)  "Principals" shall mean any officer, director,
owner,  partner,  key  employee,  or  other  person  with  primary management or
supervisory  responsibilities  with respect to the Borrower; or any other person
(whether  or  not  an  employee)  who  has  critical influence on or substantive
control  over  the  transaction  covered by this Agreement and (2) the Debarment
Regulations  shall  mean  (x)  the  Governmentwide  Debarment  and  Suspension
(Nonprocurement)  regulations  (Common Rule), 53 Fed. Reg. 19204 (May 26, 1988),
(y)  Subpart  9.4  (Debarment,  Suspension  and  Ineligibility)  of  the Federal
Acquisition  Regulations,  48  C.F.R.  9.400-9.409  and  (z)  the  revised
Governmentwide  Debarment  and  Suspension  (Nonprocurement) regulations (Common
Rule),  60  Fed.  Reg. 33037 (June 26, 1995). The Borrower acknowledges that any
statement,  certification  or  representation  made by it in connection with the
Credit  Facility is subject to the penalties provided in Article 18 USC. Section
1001.

                                    ARTICLE 6

                              Borrower's Covenants
                              --------------------

          So  long as the Advances or any amount owing to Lender hereunder shall
remain  unpaid,  the Borrower will comply with the requirements in this Article,
unless  the  Lender  shall  otherwise  consent  in  writing.

          Section  6.1     Reporting Requirements.  The Borrower will deliver to
                           ----------------------
the  Lender  each  of the following in form and detail acceptable to the Lender:

          (a)     as soon as available, and in any event within ninety (90) days
after  the  end  of  each  fiscal  year  of the Borrower, the Borrower's audited
consolidated  financial  statements  with the unqualified opinion of independent
certified  public  accountants  selected  by  the Borrower and acceptable to the
Lender,  which  annual financial statements shall include the Borrower's balance
sheet  as  at  the  end  of  such  fiscal year and the related statements of the
Borrower's  income,  retained  earnings  and cash flows for the fiscal year then
ended,  prepared,  if the Lender so requests, on a consolidating (if applicable)
and consolidated basis to include any subsidiaries, all in reasonable detail and
prepared  in  accordance  with  GAAP, together with (i) copies of all management
letters  prepared  by such accountants; (ii) a report signed by such accountants
stating  that  in  making  the  investigations  necessary  for said opinion they
obtained no knowledge, except as specifically stated, of any Default or Event of
Default  hereunder  and all relevant facts in reasonable detail to evidence, and
the  computations  as  to, whether or not the Borrower is in compliance with the
requirements  set  forth in Sections 6.8, 6.9 (if the reporting date constitutes
the  end  of the Borrower's fiscal quarter) and 6.10; and (iii) a certificate of
the  Borrower's  chief  financial officer stating that such financial statements
have  been  prepared in accordance with GAAP and whether or not such officer has
knowledge of the occurrence of any Default or Event of Default hereunder and, if
so,  stating  in  reasonable  detail  the  facts  with  respect  thereto;


                                       18
<PAGE>
          (b)     as  soon  as  available  and  in  any event within thirty (30)
days  after  the  end  of  each  month,  an unaudited/internal balance sheet and
statements  of income and retained earnings of the Borrower as at the end of and
for  such  month  and  for  the year to date period then ended, prepared, if the
Lender so requests, on a consolidating (if applicable) and consolidated basis to
include  any  subsidiaries, in reasonable detail and stating in comparative form
the  figures  for  the  corresponding date and periods in the previous year, all
prepared  in accordance with GAAP, subject to year-end audit adjustments and the
absence  of  footnotes; and accompanied by a certificate of the Borrower's chief
financial  officer,  substantially  in  the form of Exhibit B hereto stating (i)
                                                    ---------
that  such  financial  statements  have  been  prepared in accordance with GAAP,
subject  to year-end audit adjustments and absence of footnotes, (ii) whether or
not  such  officer  has  knowledge  of the occurrence of any Default or Event of
Default  hereunder  not theretofore reported and remedied and, if so, stating in
reasonable  detail  the facts with respect thereto, and (iii) all relevant facts
in reasonable detail to evidence, and the computations as to, whether or not the
Borrower  is  in compliance with the requirements set forth in Sections 6.8, 6.9
(if  the  reporting  date constitutes the end of the Borrower's  fiscal quarter)
and  6.10;

          (c)     as  soon  as  available  and in any event within ten (10) days
after  the end of each month, a properly completed Borrowing Base Certificate as
at  the  end  of  such  month, signed by the Borrower's chief financial officer;

          (d)     within  ten  (10)  days after the end of each month, agings of
the  Borrower's  accounts  receivable  and  accounts  payable  and  an  accounts
receivable  certification  as  of  the  end  of  such  month;

          (e)     weekly, or more frequently if the Lender so requests, a report
of  the Borrower's sales and credit memos, and on each banking day, a collection
report;

          (f)     as  soon  as  available  and in any event within ten (10) days
after  the end of each month a copy of the Export Order(s), or a written summary
of  the  Export  Orders,  against  which  Borrower is requesting an Advance.  If
Borrower  submits  summaries  of  Export  Orders,  Borrower  shall  also deliver
promptly  to  Lender  copies  of  any  Export  Orders  requested  by Lender.  In
addition,  at Lender's election, Lender may review a sampling selected by Lender
of  those Export Orders representing at least ten percent (10%) of the aggregate
Dollar  volume  of  Export  Orders and ten percent (10%) of the number of Export
Orders  supporting  Advances  made  during  the  past  quarter.

          (g)     at  least thirty (30) days before the beginning of each fiscal
year  of  the  Borrower,  the projected balance sheets and income statements for
each  month of such year, each in reasonable detail, representing the Borrower's
good  faith  projections and certified by the Borrower's chief financial officer
as  being the most recent projections available and identical to the projections
used  by  the  Borrower  for  internal  planning  purposes,  together  with such
supporting  schedules  and  information  as  the  Lender  may  in its reasonable
discretion  require;


                                       19
<PAGE>
          (h)     as  soon  as  available  and in any event within five (5) days
after  they  are  due,  written  notice  of  any and all taxes due but not paid;

          (i)     from  time  to  time,  with reasonable promptness, any and all
receivables schedules, collection reports, deposit records, equipment schedules,
copies  of invoices to account debtors, shipment documents and delivery receipts
for  goods sold, and such other material, reports, records or information as the
Lender  may  reasonably  request;

          (j)     as  soon  as possible, and in any event by not later than when
the same is filed with any taxing authority, copies of any request for extension
of  time  for  filing  tax  returns  or paying taxes and copies of the state and
federal  tax  returns  and  all  schedules  thereto;

          (k)     promptly  upon  knowledge  thereof,  notice of any  Items (and
the  corresponding  invoice  amount)  which  are  articles, services, or related
technical  data that are listed on the United States Munitions List (part 121 of
title  22  of  the  Code  of  Federal  Regulations);

          (l)     immediately  after the commencement thereof, notice in writing
of  all  litigation and of all proceedings before any governmental or regulatory
agency  affecting  the  Borrower;

          (m)     immediately  after a proceeding in bankruptcy or an action for
debtor's  relief  is  filed by, against, or on behalf of the Borrower, notice of
such  proceeding;

          (n)     immediately  after  the Borrower fails to obtain the dismissal
or  termination  within  thirty  (30)  calendar  days of the commencement of any
proceeding  or  action  referred  to  in  (l)  above,  notice  of  such failure;

          (o)     immediately  after  the  Borrower begins any procedure for its
dissolution  or  liquidation, or a procedure therefor has been commenced against
it;  notice  of  such  procedure;

          (p)     as  soon  as  possible  but  no later than five (5) days after
material  litigation  is  commenced  against  the  Borrower,  notice  of  such
litigation;

          (q)     promptly  upon  their  distribution,  copies  of all financial
statements,  reports  and proxy statements which the Borrower shall have sent to
its  stockholders;  and

          (r)     any  other  information Lender or WFBC may reasonably request.

          Section  6.2     Inspection.  Upon  the Lender's request, the Borrower
                           ----------
will  permit any officer, employee, attorney, agent or accountant for the Lender
to audit, review, make extracts from or copy any and all records of the Borrower
and  to  inspect  the  Collateral  at  all times during ordinary business hours.

          Section  6.3     Account Verification.  The Lender may at any time and
                           --------------------
from  time  to  time  send,  or  request  the  Borrower  to  send,  requests for
verification  of  Accounts or notices of assignment to account debtors and other


                                       20
<PAGE>
obligors. The Borrower authorizes the Lender to verify Accounts as frequently as
daily  and  the  Borrower  understands  the Lender intends to do so by telephone
and/or  in  writing.

          Section  6.4     Account  Debtors to Pay to Designated Account; Pledge
                           -----------------------------------------------------
of  Account.  The  Borrower  shall  instruct  all of its Account debtors located
-----------
outside the US to make all payments for Items directly to the Collateral Account
(as  defined  by  the  Domestic  Credit  Agreement).

          Section 6.5     No Other Liens.  The Borrower will keep all Collateral
                          --------------
free  and  clear  of  all  security interests, liens and encumbrances except the
Security  Interest, purchase money security interests in equipment, and the lien
of  WFBC  under  the  Domestic  Credit  Facility,  and  Permitted  Liens.

          Section  6.6     Insurance.  The  Borrower  will at all times keep all
                           ---------
tangible  Collateral insured against risks of fire (including so-called extended
coverage),  theft,  collision  (for Collateral consisting of motor vehicles) and
such  other risks and in such amounts as the Lender may reasonably request, with
a  lender's loss payable clause in favor of Lender to the extent of its interest
under  this  Agreement.

          Section 6.7     Lockbox.  Upon the Lender's request, the Borrower will
                          -------
irrevocably  direct  all  present  and  future Account debtors and other Persons
obligated  to  make  payments  on  Accounts  Receivables  to  make such payments
directly  to a special lockbox (the "Lockbox") to be under the Lender's control.

          Section  6.8     Minimum  Tangible  Net  Worth.  The  Borrower  will
                           -----------------------------
maintain  Tangible  Net  Worth,  determined  as  at the end of each month, in an
amount  not  less  than  One  Dollar  ($1).

          Section  6.9     No  Sale  or Transfer of Collateral and Other Assets.
                           ----------------------------------------------------
Without  the  prior  written  consent of Lender (which shall not be unreasonably
withheld),  Borrower will not sell, lease, assign, transfer or otherwise dispose
of  (i)  the  stock  of  any  subsidiary,  (ii) all or a substantial part of its
assets,  or  (iii)  any  Collateral  or  any  interest  therein  (whether in one
transaction or in a series of transactions) to anyone other than the sale of (1)
Inventory  in the ordinary course of business or (2) any other property which is
obsolete,  worn  out  or  no  longer  useful  in  the  Borrower's  business.

          Section  6.10     Change in Ownership.  The Borrower will not issue or
                            -------------------
sell  any  capital  stock other than in connection with stock options granted to
directors  or  employees  of  the  Borrower  pursuant  to  a  stock option plan;
provided,  however,  that  the Lender's prior written consent (which will not be
unreasonably  withheld)  Borrower  may issue or sell capital stock in connection
with  the  acquisition of another business (whether by merger, stock acquisition
or  asset  acquisition).

          Section  6.11     Place  of  Business; Name.  Borrower will not change
                            -------------------------
the  location  of its chief executive office or principal place of business from
that  disclosed  pursuant  to  Section  5.1 or move, relocate, close or sell any
business  location without at least thirty (30) days prior notice to the Lender.


                                       21
<PAGE>
Borrower  will  not  permit any tangible Collateral or records pertaining to the
Collateral  to  be  located  in any state or area in which, in the event of such
location,  a  financing  statement covering such Collateral would be required to
be,  but  has not in fact been, filed in order to perfect the Security Interest.
Borrower  will  not change its name without thirty (30) days prior notice to the
Lender.

          Section  6.12     Negative  Covenants.  Without  the  prior  written
                            -------------------
consent  of  Eximbank  and  Lender, Borrower shall not (a) merge, consolidate or
otherwise combine with any other Person; (b) acquire all or substantially all of
the  assets  or capital stock of any other Person; (c) make any material changes
in  its organizational structure or identity; or (d) enter into any agreement to
do  any  of  the  foregoing.

                                    ARTICLE 7

                     Events of Default, Rights and Remedies
                     --------------------------------------

          Section  7.1     Events  of Default. "Event of Default", wherever used
                           ------------------
herein,  means  any  one  of  the  following  events:

          (a)     Default in the payment of the Obligations when they become due
and  payable,  or  Default  in  the  payment  of any fees, commissions, costs or
expenses  required  to  be  paid  by  the  Borrower  under  this  Agreement;

          (b)     Any  payment  default  shall  occur under any agreement (other
than  this Agreement) between the Borrower and the Lender past the grace or cure
period,  if  any,  set  forth  therein, or the Lender shall accelerate or demand
payment  of any obligations (other than arising under this Agreement) owed to it
by  the  Borrower, or the Lender shall begin exercising its remedies against the
Borrower  with  respect  thereto;

          (c)     WFBC  shall  accelerate  or  demand payment of any obligations
owed  to it by the Borrower, or WFBC shall begin exercising its remedies against
the  Borrower  or  WFBC shall begin properly exercising its remedies against the
Borrower  with  respect  to  such  default;

          (d)     Eximbank shall repudiate, purport to revoke or fail to perform
its  obligations  under  the  Master  Guaranty;

          (e)     The rendering against the Borrower of a final judgment, decree
or  order  for  the  payment  of money in excess of One Hundred Thousand Dollars
($100,000) and the continuance of such judgment, decree or order unsatisfied and
in  effect  for  any  period  of  thirty (30) consecutive days without a stay of
execution;

          (f)     A petition shall be filed by or against the Borrower under the
United  States  Bankruptcy Code naming the Borrower as debtor, and such petition
is  not  dismissed  or  withdrawn  within  thirty  (30)  days;

          (g)     The  Borrower  begins  any  procedure  for  its liquidation or
dissolution  or  any  such  procedure  is  commenced  against  it;  or


                                       22
<PAGE>
          (h)     Default  in  the  performance,  or  breach, of any covenant or
agreement  of  the  Borrower  contained  in  any  Loan Document not specifically
addressed  in  this  Section  7.1,  which shall remain uncured for 30 days after
occurrence  of  such  default.

          (i)     any  lien in any of the Collateral, granted or intended by the
Loan  Documents  to  be  granted  to  Lender, ceases to be a valid, enforceable,
perfected,  first  priority  lien  (or  a lesser priority if expressly permitted
pursuant  to  Section  6  of  the  Loan Authorization Agreement) subject only to
Permitted  Liens;

          (j)     any  material  provision  of  any Loan Document for any reason
ceases  to  be  valid,  binding  and  enforceable  in accordance with its terms;

          (k)     any  default  or  event  of default other than those described
above  occurs  under  any  of  the  Loan  Documents which causes the obligations
thereunder  or  a  portion thereof to become due prior to its stated maturity or
prior  to  the  regularly  scheduled  dates  of  payment;

          (l)     the  aggregate  amount  of  outstanding  Advances  exceeds the
amount calculated under the Borrowing Base and Borrower fails within thirty (30)
calendar  days  after  being  informed thereof by Lender to (i) pay to Lender an
amount  equal  to  the  difference  between  the aggregate amount of outstanding
Advances  and the Borrowing Base or (ii) furnish additional Collateral to Lender
as  security for the Credit Facility, in form and amount satisfactory to Lender.

          Section  7.2     Rights  and  Remedies.  Following  the occurrence and
                           ---------------------
during  the  continuation of an Event of Default, the Lender may exercise any or
all  of  the  following  rights  and  remedies:

          (a)     the  Lender  may,  by  notice  to  the  Borrower,  declare the
Commitment  to  be  terminated,  whereupon  the  same shall forthwith terminate;

          (b)     the  Lender  may,  by  notice  to  the  Borrower,  declare the
Obligations  to  be  forthwith  due and payable, whereupon all Obligations shall
become  and  be  forthwith  due  and  payable,  without  presentment,  notice of
dishonor,  protest  or  further  notice  of  any kind, all of which the Borrower
hereby  expressly  waives;

          (c)     the  Lender  may,  without  notice to the Borrower and without
further  action,  apply any and all money owing by the Lender to the Borrower to
the  payment  of  the  Obligations;

          (d)     The  Lender  may  exercise  and enforce any and all rights and
remedies  available upon default to a secured party under the UCC, including the
right  to  take  possession  of  Collateral, or any evidence thereof, proceeding
without  judicial  process  or  by  judicial process (without a prior hearing or
notice  thereof,  which  the  Borrower hereby expressly waives) and the right to
sell,  lease  or  otherwise  dispose  of  any  or  all of the Collateral, and in
connection  therewith,  the  Borrower will on demand assemble the Collateral and
make  it available to the Lender at a place to be designated by the Lender which
is  reasonably  convenient  to  both  parties;


                                       23
<PAGE>
          (e)     The  Lender  may  exercise  any  other  rights  and  remedies
available  to  it  by  law  or  agreement.

          (f)     The  remedies  provided  hereunder  are  cumulative.

          Section  7.3     Certain  Notices.  If  notice  to the Borrower of any
                           ----------------
intended  disposition  of Collateral or any other intended action is required by
law  in  a  particular  instance,  such  notice  shall  be  deemed  commercially
reasonable  if  given  (in  the  manner  specified  in  Section 8.1) at least 10
calendar  days  before  the  date  of  intended  disposition  or  other  action.

                                    ARTICLE 8

                                  Miscellaneous
                                  -------------

          Section  8.1     Addresses  for  Notices,  Etc.  Except  as  otherwise
                           -----------------------------
expressly  provided  herein,  all  notices,  requests,  demands  and  other
communications  provided  for  hereunder  shall  be  in writing and shall be (i)
personally  delivered, (ii) sent by first class US mail, (iii) sent by overnight
courier  of  national  reputation, or (iv) transmitted by telecopy, in each case
addressed  or  telecopied  to  the  party  to  whom notice is being given at its
address  or  telecopy number as set forth below its signature to this Agreement.

          Section  8.2     Costs  and Expenses.  The  Borrower  agrees  to  pay
                           -------------------
on  demand  all costs and expenses (including reasonable legal fees) incurred by
the  Lender  in  connection  with  the  Loan Documents and any other document or
agreement  related  thereto, and the transactions contemplated hereby, including
wire transfer and ACH charges, the cost of credit reports, overadvance fees, the
expense  of  any  auditors  and  fees  and expenses in enforcing this Agreement.

          Section  8.3     Indemnity.  In  addition  to  the payment of expenses
                           ---------
pursuant  to  Section  8.2,  the  Borrower  agrees to indemnify, defend and hold
harmless  the  Lender,  and  any  of  its  participants,  parent  corporations,
subsidiary  corporations,  affiliated  corporations, successor corporations, and
all  present  and future officers, directors, employees, attorneys and agents of
the  foregoing  (the "Indemnitees") from and against any of the following except
to  the extent arising from the gross negligence or willful misconduct of Lender
or  WFBC  or  the  breach  by  Lender  of  any  Loan  Documents  (collectively,
"Indemnified  Liabilities"):

               (i)     any  and  all  transfer  taxes,  documentary  taxes,
assessments  or  charges  made  by  any  governmental authority by reason of the
execution  and  delivery  of  this Agreement and the other Loan Documents or the
making  of  the  Advances;

               (ii)     any  and  all  liabilities,  losses, damages, penalties,
judgments,  suits,  claims,  costs and expenses of any kind or nature whatsoever
(including,  without  limitation,  the  reasonable  fees  and  disbursements  of
counsel)  in  connection  with  any  investigative,  administrative  or judicial
proceedings, whether or not such Indemnitee shall be designated a party thereto,
which may be imposed on, incurred by or asserted against any such Indemnitee, in


                                       24
<PAGE>
any  manner related to or arising out of or in connection with the making of the
Advances, this Agreement and the other Loan Documents or the use or intended use
of  the  proceeds  of  the  Advances;  and

               (iii)     any  claim,  loss or damage to which any Indemnitee may
be  subjected  as  a  result of any violation by Borrower of any federal, state,
local  or other governmental statute, regulation, law, or ordinance dealing with
the  protection  of  human  health  and  the  environment.

If  any investigative, judicial or administrative proceeding arising from any of
the  foregoing  is  brought against any Indemnitee, then the Borrower or counsel
designated  by  the Borrower and satisfactory to the Indemnitee, will resist and
defend  such action, suit or proceeding to the extent and in the manner directed
by the Indemnitee. Each Indemnitee will use its best efforts to cooperate in the
defense  of any such action, suit or proceeding. If the foregoing undertaking to
indemnify,  defend  and hold harmless may be held to be unenforceable because it
violates  any  law  or  public  policy, the Borrower shall nevertheless make the
maximum  contribution to the payment and satisfaction of each of the Indemnified
Liabilities  which  is  permissible  under  applicable  law.  The  Borrower's
obligations  under  this  Section  8.3  shall  survive  the  termination of this
Agreement  and  the  discharge of the Borrower's other obligations hereunder. If
Eximbank  makes  payment  of  a claim to the Lender under the Master Guaranty in
connection with the Credit Facility, Eximbank shall be assigned all the Lender's
rights  and remedies under the Loan Documents and may enforce any such rights or
remedies  against  the  Borrower  and the Collateral. Additionally, the Borrower
shall hold Eximbank harmless from and agrees to indemnify it against any and all
liabilities,  damages,  claims,  costs  and  losses  incurred  or suffered by it
resulting from (a) any materially incorrect certification or statement knowingly
made  by  or  on  behalf of the Borrower to Eximbank or the Lender in connection
with  an  Advance,  this Agreement or any of the other Loan Documents or (b) any
breach  by  the Borrower of the terms and conditions of this Agreement or any of
the  other  Loan  Documents.

          Section  8.4     Binding  Effect; Assignment; Counterparts; Exchanging
                           -----------------------------------------------------
Information.  The  Loan Documents shall be binding upon and inure to the benefit
------------
of the Borrower and the Lender and its respective successors and assigns, except
that  the  Borrower  shall not have the right to assign its rights thereunder or
any  interest  therein  without  the  prior  written consent of the Lender. This
Agreement  and  other  Loan  Documents  may  be  executed  in  any  number  of
counterparts, each of which when so executed and delivered shall be deemed to be
an  original and all of which counterparts, taken together, shall constitute but
one  and  the  same  instrument.  Without  limiting  the Lender's right to share
information  regarding  the  Borrower  and  its  Affiliates  with  the  Lender's
participants, accountants, lawyers and other advisors with respect to the Credit
Facility,  the  Lender, WFBC, and all direct and indirect subsidiaries of Lender
or  WFBC, may exchange any and all information they may have in their possession
regarding  the  Borrower and its Affiliates with respect to the Credit Facility,
and the Borrower waives any right of confidentiality it may have with respect to
such  exchange  of  such  information  with  respect  to  the  Credit  Facility.

          Section  8.5     Governing  Law;  Jurisdiction,  Venue; Waiver of Jury
                           -----------------------------------------------------
Trial.  This  Agreement  and  the  Note  shall  be  governed by and construed in
----
accordance  with the laws (other than conflict laws) of the State of California.
Each party consents to the personal jurisdiction of the state and federal courts
located in the State of California in connection with any controversy related to


                                       25
<PAGE>
this  Agreement,  waives  any  argument  that  venue  in  any  such forum is not
convenient and agrees that any litigation initiated by any of them in connection
with  this Agreement shall be venued in either the District Court of Los Angeles
County,  California,  or  the  United States District Court, Central District of
California.  THE  PARTIES  WAIVE  ANY  RIGHT  TO  TRIAL BY JURY IN ANY ACTION OR
PROCEEDING  BASED  ON  OR  PERTAINING  TO  THIS  AGREEMENT.

                    [SIGNATURES SET FORTH ON THE NEXT PAGE.]


                                       26
<PAGE>
          IN  WITNESS  WHEREOF, the parties hereto have signed this Agreement as
of  the  date  first  above  written.


WELLS FARGO BANK, N.A.                         ROCKSHOX, INC.
                                               a  Delaware  corporation


By ____________________________                By ____________________________
Name:__________________________                Name:__________________________
Its: __________________________                Its:___________________________


                                       27
<PAGE>
                                                Exhibit A to Credit and Security
                                                                       Agreement

                                 REVOLVING  NOTE

$5,000,000,                                     Colorado  Springs,  Colorado
                                                June 28, 2001



          For  value  received,  the  undersigned,  ROCKSHOX,  INC.,  a Delaware
corporation  (the  "Borrower"), hereby promises to pay as provided in the Credit
                    --------
Agreement (defined below) to the order of WELLS FARGO BANK, N.A. (the "Lender"),
                                                                       ------
at  its  main  office  in  San  Francisco,  California,  or  at  any other place
designated  at  any  time  by  the  holder hereof, in lawful money of the United
States  of America and in immediately available funds, the principal sum of Five
Million  Dollars  and  No  Cents  ($5,000,000) or, if less, the aggregate unpaid
principal  amount  of  all Advances made by the Lender to the Borrower under the
Credit  and  Security  Agreement of even date herewith by and between the Lender
and the Borrower (as the same may hereafter be amended, supplemented or restated
from  time  to  time,  the  "Credit  Agreement")  together  with interest on the
                             -----------------
principal  amount  hereunder remaining unpaid from time to time (computed on the
basis  of  actual  days  elapsed in a 360-day year) from the date of the initial
Advance  until  this  Note is fully paid at the rate from time to time in effect
under  the  Credit  Agreement.

          This  Note  is  the Revolving  Note as defined in the Credit Agreement
and  is  subject  to  the  Credit  Agreement.

                                               ROCKSHOX,  INC.,
                                               a  Delaware  corporation

                                               By ____________________________
                                               Name:__________________________
                                               Its:___________________________


                                       A-1
<PAGE>
                                                Exhibit B to Credit and Security
                                                Agreement

                           FORM OF BORROWER AGREEMENT


                                       B-1
<PAGE>
                                                Exhibit C to Credit and Security
                                                Agreement

                             COMPLIANCE CERTIFICATE

To:       ___________________

          Wells  Fargo  Bank,  N.A.

          ___________________

          ___________________________

Date:     __________________,  200___

Subject:  Rockshox,  Inc.

          Financial  Statements

          In  accordance with our Credit and Security Agreement dated as of June
28,  2001  (the  "Credit  Agreement"),  attached are the financial statements of
                  -----------------
____________  (the  "Borrower")  as  of  and  for  ________________, 200___ (the
                     --------
"Reporting  Date")  and  the  year-to-date  period  then  ended  (the  "Current
      ----------                                                        -------
Financials").  All terms used in this certificate have the meanings given in the
      ----
Credit  Agreement.

          I certify that the Current Financials have been prepared in accordance
with  GAAP,  subject  to  year-end  audit  adjustments,  and  fairly present the
Borrower's  financial  condition  as  of  the  date  thereof.

          Events  of  Default.  (Check  one):
          -------------------

          [  ]    The undersigned does not have knowledge of the occurrence of a
          Default  or  Event  of  Default  under  the  Credit  Agreement.

          [  ]     The  undersigned has knowledge of the occurrence of a Default
          or  Event of Default under the Credit Agreement and attached hereto is
          a  statement  of  the  facts  with  respect  to  thereto.

          Financial  Covenants.  I  further  hereby  certify  as  follows:
          --------------------

          1.     Minimum  Tangible  Net  Worth.  Pursuant to Section 6.10 of the
                 -----------------------------
Credit  Agreement,  the  Borrower's  Tangible  Net Worth for the ________ period
ending  on  the  Reporting  Date,  was  $____________ which  satisfies  does not
satisfy  the  requirement  than  such  amount  not be less than One Dollar ($1).


                                      C-1
<PAGE>
          Attached  hereto  are  all  relevant  facts  in  reasonable  detail to
evidence,  and  the  computations  of the financial covenants referred to above.
These  computations  were  made  in  accordance  with  GAAP.

                                               ROCKSHOX,  INC.,
                                               a  Delaware  corporation

                                               By ____________________________
                                               Name:__________________________
                                               Its:___________________________


                                      C-2
<PAGE>
                                                Exhibit D to Credit and Security
                                                Agreement

                       FORM OF BORROWING BASE CERTIFICATE


                                      D-1
<PAGE>
                                                Exhibit E to Credit and Security
                                                Agreement

                                 PERMITTED LIENS
                                 ---------------


                                      E-1
<PAGE>