EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM
                               BORROWER AGREEMENT

         THIS BORROWER  AGREEMENT (this "Agreement") is made and entered into by
the entity  identified as Borrower on the signature page hereof  ("Borrower") in
favor of the  Export-Import  Bank of the United  States  ("Ex-Im  Bank") and the
institution identified as Lender on the signature page hereof ("Lender").

                                    RECITALS

         Borrower has requested  that Lender  establish a Loan Facility in favor
of Borrower for the  purposes of  providing  Borrower  with  pre-export  working
capital to finance the manufacture, production or purchase and subsequent export
sale of Items.

         It is a condition to the establishment of such Loan Facility that Ex-Im
Bank   guarantee  the  payment  of  ninety   percent  (90%)  of  certain  credit
accommodations  subject  to the  terms  and  conditions  of a  Master  Guarantee
Agreement, the Loan Authorization  Agreement, and to the extent applicable,  the
Delegated Authority Letter Agreement.

         Borrower  is  executing  this  Agreement  for the benefit of Lender and
Ex-Im Bank in consideration for and as a condition to Lender's  establishing the
Loan  Facility  and Ex-Im  Bank's  agreement  to  guarantee  such Loan  Facility
pursuant to the Master Guarantee Agreement.

         NOW, THEREFORE, Borrower hereby agrees as follows:

                                    ARTICLE I
                                   DEFINITIONS

1.01 Definition of Terms.  As used in this Agreement,  including the Recitals to
this Agreement and the Loan Authorization  Agreement,  the following terms shall
have the following meanings:

         "Accounts  Receivable"  shall  mean  all of  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 returned, reclaimed or repossessed goods); (d)
moneys  due or to become  due to such  Borrower  under all  purchase  orders and
contracts for the sale of goods or the performance of services or


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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  Rate" shall mean the rate  specified  in Section  5(C) of the
Loan Authorization Agreement for each category of Collateral.

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

         "Buyer"  shall mean a Person that has  entered  into one or more Export
Orders with Borrower.

         "Collateral"  shall mean all  property  and  interest in property in or
upon which Lender has been granted a Lien as security for the payment of all the
Loan Facility  Obligations  including the Collateral  identified in Section 6 of
the Loan  Authorization  Agreement  and all  products  and  proceeds  (cash  and
non-cash) thereof.

         "Commercial  Letters  of Credit"  shall  mean  those  letters of credit
subject  to the UCP  payable  in  Dollars  and  issued or caused to be issued by
Lender  on  behalf  of  Borrower  under a Loan  Facility  for the  benefit  of a
supplier(s)  of  Borrower in  connection  with  Borrower's  purchase of goods or
services from the supplier in support of the export of the Items.

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

         "Credit  Accommodation Amount" shall mean, the sum of (a) the aggregate
outstanding  amount of  Disbursements  and (b) the  aggregate  outstanding  face
amount of Letter of Credit Obligations.

         "Credit  Accommodations"  shall mean,  collectively,  Disbursements and
Letter of Credit Obligations.

         "Debarment   Regulations"   shall   mean,    collectively,    (a)   the
Governmentwide  Debarment and Suspension  (Nonprocurement)  regulations  (Common
Rule),  53  Fed.  Reg.  19204  (May  26,  1988),  (b)  Subpart  9.4  (Debarment,
Suspension, and Ineligibility) of the Federal Acquisition Regulations, 48 C.F.R.
9.400-9.409  and  (c)  the  revised  Governmentwide   Debarment  and  Suspension
(Nonprocurement) regulations (Common Rule), 60 Fed. Reg. 33037 (June 26, 1995).

         "Delegated   Authority  Letter  Agreement"  shall  mean  the  Delegated
Authority Letter Agreement, if any, between Ex-Im Bank and Lender.

         "Disbursement"  shall mean,  collectively,  (a) an advance of a working
capital loan from Lender to Borrower under the Loan Facility, and (b) an advance
to fund a drawing under a Letter

                                       2

<PAGE>

of Credit  issued or caused to be issued by Lender for the  account of  Borrower
under the Loan Facility.

         "Dollars" or "$" shall mean the lawful currency of the United States.

         "Effective  Date"  shall mean the date on which (a) the Loan  Documents
are executed by Lender and Borrower or the date, if later,  on which  agreements
are  executed  by Lender and  Borrower  adding the Loan  Facility to an existing
working capital loan arrangement  between Lender and Borrower and (b) all of the
conditions  to the making of the initial  Credit  Accommodations  under the Loan
Documents or any amendments thereto have been satisfied.

         "Eligible   Export-Related   Accounts   Receivable"   shall   mean   an
Export-Related  Account  Receivable  which is  acceptable to Lender and which is
deemed to be  eligible  pursuant  to the Loan  Documents,  but in no event shall
Eligible Export-Related Accounts Receivable include any Account Receivable:

         (a) that does not arise from the sale of Items in the  ordinary  course
of Borrower's business;

         (b) that is not subject to a valid,  perfected  first  priority Lien in
favor of Lender;

         (c) as to which any covenant,  representation or warranty  contained in
the Loan Documents with respect to such Account Receivable has been breached;

         (d) that is not owned by Borrower or is subject to any right,  claim or
interest of another Person other than the Lien in favor of Lender;

         (e) with respect to which an invoice has not been sent;

         (f) that arises from the sale of defense articles or defense services;

         (g) that is due and  payable  from a Buyer  located  in a country  with
which Ex-Im Bank is prohibited  from doing business as designated in the Country
Limitation Schedule;

         (h)  that  does  not  comply  with  the  requirements  of  the  Country
Limitation Schedule;

         (i) that is due and  payable  more than one hundred  eighty  (180) days
from the date of the invoice;

         (j) that is not paid within sixty (60)  calendar days from its original
due date,  unless it is insured  through Ex-Im Bank export credit  insurance for
comprehensive  commercial  and  political  risk,  or through Ex-Im Bank approved
private  insurers for comparable  coverage,  in which case it is not paid within
ninety (90) calendar days from its due date;

         (k) that arises from a sale of goods to or  performance of services for
an employee of Borrower,  a stockholder of Borrower, a subsidiary of Borrower, a
Person with a  controlling  interest in Borrower or a Person which shares common
controlling ownership with Borrower;

                                       3
<PAGE>

         (l) that is backed by a letter of credit  unless  the Items  covered by
the subject letter of credit have been shipped;

         (m) that  Lender  or Ex-Im  Bank,  in its  reasonable  judgment,  deems
uncollectible for any reason;

         (n) that is due and payable in a currency other than Dollars, except as
may be approved in writing by Ex-Im Bank;

         (o) that is due and  payable  from a military  Buyer,  except as may be
approved in writing by Ex-Im Bank;

         (p) that does not comply  with the terms of sale set forth in Section 7
of the Loan Authorization Agreement;

         (q) that is due and payable from a Buyer who (i) 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,  (ii) admits in writing its
inability, or is generally unable, to pay its debts as they become due or ceases
operations of its present  business,  (iii) makes a general  assignment  for the
benefit of creditors, (iv) commences a voluntary case under any state or federal
bankruptcy laws (as now or hereafter in effect),  (v) is adjudicated as bankrupt
or insolvent,  (vi) files a petition  seeking to take advantage of any other law
providing  for the  relief of  debtors,  (vii)  acquiesces  to, or fails to have
dismissed,  any petition which is filed against it in any involuntary case under
such  bankruptcy  laws,  or (viii) takes any action for the purpose of effecting
any of the foregoing;

         (r) 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;

         (s) for which the Items giving rise to such Account Receivable have not
been shipped and  delivered to and accepted by the Buyer or the services  giving
rise to such Account Receivable have not been performed by Borrower and accepted
by the Buyer or the  Account  Receivable  otherwise  does not  represent a final
sale;

         (t) that is subject to any  offset,  deduction,  defense,  dispute,  or
counterclaim  or the Buyer is also a creditor  or  supplier  of  Borrower or the
Account Receivable is contingent in any respect or for any reason;

         (u) for which  Borrower has made any  agreement  with the Buyer for any
deduction  therefrom,  except for discounts or  allowances  made in the ordinary
course of business for prompt payment,  all of which discounts or allowances are
reflected  in the  calculation  of the  face  value of each  respective  invoice
related thereto; or

         (v) for which any of the Items giving rise to such  Account  Receivable
have been returned, rejected or repossessed.

                                       4
<PAGE>

         "Eligible Export-Related Inventory" shall mean Export-Related Inventory
which is acceptable to Lender and which is deemed to be eligible pursuant to the
Loan Documents,  but in no event shall Eligible Export-Related Inventory include
any Inventory:

         (a) that is not subject to a valid,  perfected  first  priority Lien in
favor of Lender;

         (b) that is located at an address that has not been disclosed to Lender
in writing;

         (c) that is placed by  Borrower on  consignment  or held by Borrower on
consignment from another Person;

         (d) that is in the  possession of a processor or bailee,  or located on
premises leased or subleased to Borrower,  or on premises  subject to a mortgage
in favor of a Person  other than  Lender,  unless  such  processor  or bailee or
mortgagee or the lessor or sublessor of such  premises,  as the case may be, has
executed and delivered all documentation  which Lender shall require to evidence
the  subordination or other limitation or extinguishment of such Person's rights
with respect to such Inventory and Lender's right to gain access thereto;

         (e) that is produced in  violation of the Fair Labor  Standards  Act or
subject  to the  "hot  goods"  provisions  contained  in 29  US.C.ss.215  or any
successor statute or section;

         (f) as to which any covenant,  representation  or warranty with respect
to such Inventory contained in the Loan Documents has been breached;

         (g) that is not located in the United States;

         (h) that is demonstration Inventory;

         (i) that  consists of  proprietary  software  (i.e.  software  designed
solely for Borrower's internal use and not intended for resale);

         (j) that is damaged, obsolete, returned,  defective,  recalled or unfit
for further processing;

         (k) that has been previously exported from the United States;

         (l) that constitutes defense articles or defense services;

         (m) that is to be  incorporated  into Items  destined for shipment to a
country as to which Ex-Im Bank is prohibited  from doing  business as designated
in the Country Limitation Schedule;

         (n) that is to be  incorporated  into Items  destined for shipment to a
Buyer  located in a country in which Ex-Im Bank  coverage is not  available  for
commercial reasons as designated in the Country Limitation Schedule,  unless and
only to the extent that such Items are to be sold to such  country on terms of a
letter of credit confirmed by a bank acceptable to Ex-Im Bank; or

         (o) that is to be incorporated into Items whose sale would result in an
Account  Receivable  which  would  not  be an  Eligible  Export-Related  Account
Receivable.

                                       5
<PAGE>

         "Eligible  Person"  shall  mean  a  sole  proprietorship,  partnership,
limited  liability  partnership,  corporation or limited liability company which
(a) is  domiciled,  organized,  or  formed,  as the case may be,  in the  United
States;  (b) is in good  standing  in the state of its  formation  or  otherwise
authorized  to conduct  business  in the  United  States;  (c) is not  currently
suspended or debarred from doing  business with the United States  government or
any  instrumentality,  division,  agency or department  thereof;  (d) exports or
plans to export  Items;  (e) operates and has operated as a going concern for at
least  one (1)  year;  (f) has a  positive  tangible  net  worth  determined  in
accordance with GAAP; and (g) has revenue generating  operations relating to its
core business activities for at least one year.

         "ERISA" shall mean the Employee  Retirement Income Security Act of 1974
and the rules and regulations promulgated thereunder.

         "Export  Order"  shall mean a written  export order or contract for the
purchase by the Buyer from Borrower of any of the Items.

         "Export-Related   Accounts   Receivable"   shall  mean  those  Accounts
Receivable  arising from the sale of Items which are due and payable to Borrower
in the United States.

         "Export-Related  Accounts  Receivable Value" shall mean, at the date of
determination  thereof,  the  aggregate  face amount of Eligible  Export-Related
Accounts Receivable less taxes, discounts,  credits,  allowances and Retainages,
except to the extent otherwise permitted by Ex-Im Bank in writing.

         "Export-Related   Borrowing   Base"   shall   mean,   at  the  date  of
determination  thereof,  the  sum  of (a)  the  Export-Related  Inventory  Value
multiplied by the Advance Rate applicable to Export-Related  Inventory set forth
in Section 5(C)(1) of the Loan Authorization  Agreement,  (b) the Export-Related
Accounts   Receivable  Value  multiplied  by  the  Advance  Rate  applicable  to
Export-Related  Accounts  Receivable  set forth in  Section  5(C)(2) of the Loan
Authorization  Agreement,  (c) if  permitted  by  Ex-Im  Bank  in  writing,  the
Retainage  Value  multiplied by the Retainage  Advance Rate set forth in Section
5(C)(3)  of the Loan  Authorization  Agreement  and (d) the Other  Assets  Value
multiplied  by the Advance Rate  applicable to Other Assets set forth in Section
5(C)(4) of the Loan Authorization Agreement.

         "Export-Related Borrowing Base Certificate" shall mean a certificate in
the form  provided or approved by Lender,  executed by Borrower and delivered to
Lender  pursuant to the Loan Documents  detailing the  Export-Related  Borrowing
Base supporting the Credit Accommodations which reflects, to the extent included
in  the  Export-Related  Borrowing  Base,  Export-Related  Accounts  Receivable,
Eligible  Export-Related  Accounts  Receivable,   Export-Related  Inventory  and
Eligible  Export-Related  Inventory  balances  that  have been  reconciled  with
Borrower's  general  ledger,  Accounts  Receivable  aging  report and  Inventory
schedule.

         "Export-Related   General   Intangibles"   shall  mean  those   General
Intangibles  necessary or desirable to or for the disposition of  Export-Related
Inventory.

         "Export-Related Inventory" shall mean the Inventory of Borrower located
in the United States that has been purchased, manufactured or otherwise acquired
by Borrower for resale pursuant to Export Orders.

                                       6

<PAGE>

         "Export-Related   Inventory   Value"   shall  mean,   at  the  date  of
determination   thereof,   the  lower  of  cost  or  market  value  of  Eligible
Export-Related Inventory of Borrower as determined in accordance with GAAP.

         "Final Disbursement Date" shall mean, unless subject to an extension of
such date  agreed to by Ex-Im  Bank,  the last date on which  Lender  may make a
Disbursement set forth in Section 10 of the Loan Authorization  Agreement or, if
such date is not a Business Day, the next  succeeding  Business  Day;  provided,
however,  to the extent  that  Lender has not  received  cash  collateral  or an
indemnity with respect to Letter of Credit Obligations  outstanding on the Final
Disbursement  Date,  the Final  Disbursement  Date with respect to an advance to
fund a drawing  under a Letter  of Credit  shall be no later  than  thirty  (30)
Business Days after the expiry date of the Letter of Credit related thereto.

         "GAAP" shall mean the generally accepted  accounting  principles issued
by the American Institute of Certified Public Accountants as in effect from time
to time.

         "General  Intangibles"  shall mean all intellectual  property and other
"general  intangibles"  (as  such  term is  defined  in the  UCC)  necessary  or
desirable to or for the disposition of Inventory.

         "Guarantor" shall mean each Person, if any,  identified in Section 3 of
the Loan  Authorization  Agreement who shall guarantee (jointly and severally if
more than  one) the  payment  and  performance  of all or a portion  of the Loan
Facility Obligations.

         "Guaranty  Agreement"  shall mean a valid and enforceable  agreement of
guaranty executed by each Guarantor in favor of Lender.

         "Inventory"  shall mean all "inventory" (as such term is defined in the
UCC),  now or  hereafter  owned  or  acquired  by  Borrower,  wherever  located,
including all inventory,  merchandise,  goods and other personal  property which
are held by or on behalf of Borrower  for sale or lease or are  furnished or are
to be furnished  under a contract of service or which  constitute raw materials,
work in process or  materials  used or  consumed  or to be used or  consumed  in
Borrower's  business or in the  processing,  production,  packaging,  promotion,
delivery or shipping of the same, including other supplies.

         "ISP"   shall   mean   the   International   Standby   Practices-ISP98,
International  Chamber of Commerce  Publication  No. 590 and any  amendments and
revisions thereof.

         "Issuing  Bank"  shall  mean the bank that  issues a Letter of  Credit,
which bank is Lender  itself or a bank that  Lender has caused to issue a Letter
of Credit by way of guarantee.

         "Items"  shall mean the finished  goods or services  which are intended
for export from the United  States,  as  specified  in Section  4(A) of the Loan
Authorization Agreement.

         "Letter  of  Credit"  shall  mean a  Commercial  Letter  of Credit or a
Standby Letter of Credit.

         "Letter of Credit  Obligations" shall mean all outstanding  obligations
incurred by Lender, whether direct or indirect,  contingent or otherwise, due or
not due, in  connection  with the issuance or guarantee by Lender or the Issuing
Bank of Letters of Credit.

                                       7

<PAGE>

         "Lien" shall mean any mortgage, security deed or deed of trust, pledge,
hypothecation,  assignment,  deposit arrangement,  lien, charge, claim, security
interest,  security title, easement or encumbrance,  or preference,  priority or
other  security  agreement  or  preferential  arrangement  of any kind or nature
whatsoever  (including  any lease or title  retention  agreement,  any financing
lease having substantially the same economic effect as any of the foregoing, and
the filing of, or  agreement  to give,  any  financing  statement  perfecting  a
security  interest under the UCC or comparable law of any jurisdiction) by which
property is encumbered or otherwise charged.

         "Loan Agreement" shall mean a valid and enforceable  agreement  between
Lender and Borrower setting forth the terms and conditions of the Loan Facility.

         "Loan  Authorization  Agreement"  shall  mean  the  Loan  Authorization
Agreement  entered into between Lender and Ex-Im Bank or the Loan  Authorization
Notice setting forth certain terms and  conditions of the Loan Facility,  a copy
of which is attached hereto as Annex A.

         "Loan  Authorization  Notice" shall mean the Loan Authorization  Notice
executed by Lender and delivered to Ex-Im Bank in accordance  with the Delegated
Authority Letter  Agreement  setting forth the terms and conditions of each Loan
Facility.

         "Loan Documents" shall mean the Loan Authorization  Agreement, the Loan
Agreement, this Agreement,  each promissory note (if applicable),  each Guaranty
Agreement, and all other instruments,  agreements and documents now or hereafter
executed by Borrower or any  Guarantor  evidencing,  securing,  guaranteeing  or
otherwise  relating  to the Loan  Facility  or any  Credit  Accommodations  made
thereunder.

         "Loan Facility" shall mean the Revolving Loan Facility, the Transaction
Specific  Loan  Facility or the  Transaction  Specific  Revolving  Loan Facility
established by Lender in favor of Borrower under the Loan Documents.

         "Loan  Facility  Obligations"  shall mean all loans,  advances,  debts,
expenses,  fees, liabilities,  and obligations for the performance of covenants,
tasks  or  duties  or for  payment  of  monetary  amounts  (whether  or not such
performance  is then  required  or  contingent,  or amounts  are  liquidated  or
determinable)  owing by  Borrower to Lender,  of any kind or nature,  present or
future, arising in connection with the Loan Facility.

         "Loan Facility Term" shall mean the number of months from the Effective
Date to the  Final  Disbursement  Date  as  originally  set  forth  in the  Loan
Authorization Agreement.

         "Master Guarantee  Agreement" shall mean the Master Guarantee Agreement
between Ex-Im Bank and Lender, as amended,  modified,  supplemented and restated
from time to time.

         "Material  Adverse Effect" shall mean a material  adverse effect on (a)
the business, assets,  operations,  prospects or financial or other condition of
Borrower or any  Guarantor,  (b)  Borrower's  ability to pay or perform the Loan
Facility Obligations in accordance with the terms thereof, (c) the Collateral or
Lender's  Liens on the  Collateral  or the priority of such Lien or (d) Lender's
rights and remedies under the Loan Documents.

                                       8
<PAGE>

         "Maximum  Amount"  shall mean the maximum  principal  balance of Credit
Accommodations  that may be  outstanding  at any time  under  the Loan  Facility
specified in Section 5(A) of the Loan Authorization Agreement.

         "Other Assets" shall mean the Collateral,  if any, described in Section
5(C)(4) of the Loan Authorization Agreement.

         "Other Assets Value" shall mean, at the date of determination  thereof,
the value of the Other Assets as determined in accordance with GAAP.

         "Permitted Liens" shall mean (a) Liens for taxes,  assessments or other
governmental charges or levies not delinquent, or, being contested in good faith
and by appropriate  proceedings  and with respect to which proper  reserves have
been taken by  Borrower;  provided,  that,  the Lien shall have no effect on the
priority  of the Liens in favor of  Lender  or the value of the  assets in which
Lender  has such a Lien and a stay of  enforcement  of any such Lien shall be in
effect;   (b)  deposits  or  pledges   securing   obligations   under   worker's
compensation,  unemployment insurance,  social security or public liability laws
or  similar  legislation;  (c)  deposits  or  pledges  securing  bids,  tenders,
contracts  (other than  contracts for the payment of money),  leases,  statutory
obligations,  surety  and  appeal  bonds and other  obligations  of like  nature
arising in the ordinary course of Borrower's  business;  (d) judgment Liens that
have been stayed or bonded;  (e) mechanics',  workers',  materialmen's  or other
like Liens arising in the ordinary course of Borrower's business with respect to
obligations  which are not due;  (f) Liens  placed upon fixed  assets  hereafter
acquired to secure a portion of the purchase price thereof,  provided, that, any
such Lien shall not  encumber  any other  property  of  Borrower;  (g)  security
interests  being  terminated   concurrently  with  the  execution  of  the  Loan
Documents;  (h) Liens in favor of Lender securing the Loan Facility Obligations;
and (i) Liens disclosed in Section 6(D) of the Loan Authorization Agreement.

         "Person" shall mean any individual,  sole proprietorship,  partnership,
limited   liability   partnership,    joint   venture,   trust,   unincorporated
organization,  association, corporation, limited liability company, institution,
public benefit  corporation,  entity or government  (whether national,  federal,
provincial,   state,  county,  city,  municipal  or  otherwise,   including  any
instrumentality,  division,  agency,  body or  department  thereof),  and  shall
include such Person's successors and assigns.

         "Principals"  shall mean any officer,  director,  owner,  partner,  key
employee,   or   other   Person   with   primary   management   or   supervisory
responsibilities with respect to Borrower or any other Person (whether or not an
employee)  who  has  critical  influence  on or  substantive  control  over  the
transactions covered by this Agreement.

         "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.

         "Retainage  Accounts  Receivable" shall mean those portions of Eligible
Export-Related Accounts Receivable arising out of a Retainage.

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<PAGE>

         "Retainage  Advance Rate" shall mean the  percentage  rate specified in
Section 5(C)(3) of the Loan Authorization  Agreement as the Advance Rate for the
Retainage Accounts Receivable of Borrower.

         "Retainage Value" shall mean, at the date of determination thereof, the
aggregate face amount of Retainage Accounts Receivable,  less taxes,  discounts,
credits and allowances,  except to the extent otherwise  permitted by Ex-Im Bank
in writing.

         "Revolving  Loan  Facility"  shall mean the credit  facility or portion
thereof  established by Lender in favor of Borrower for the purpose of providing
pre-export  working  capital  in the form of loans  and/or  Letters of Credit to
finance the  manufacture,  production or purchase and subsequent  export sale of
Items pursuant to Loan Documents under which Credit  Accommodations  may be made
and repaid on a continuous  basis based solely on the  Export-Related  Borrowing
Base during the term of such credit facility.

         "Special Conditions" shall mean those conditions,  if any, set forth in
Section 13 of the Loan Authorization Agreement.

         "Specific  Export  Orders" shall mean those Export Orders  specified in
Section 5(D) of the Loan Authorization Agreement.

         "Standby  Letter of Credit" shall mean those letters of credit  subject
to the ISP or UCP issued or caused to be issued by Lender for Borrower's account
that can be drawn upon by a Buyer only if  Borrower  fails to perform all of its
obligations with respect to an Export Order.

         "Transaction  Specific Loan Facility" shall mean a credit facility or a
portion  thereof  established  by Lender in favor of Borrower for the purpose of
providing  pre-export  working  capital in the form of loans  and/or  Letters of
Credit to finance the manufacture,  production or purchase and subsequent export
sale of Items pursuant to Loan Documents under which Credit  Accommodations  are
made based  solely on the  Export-Related  Borrowing  Base  relating to Specific
Export  Orders and once such  Credit  Accommodations  are repaid they may not be
reborrowed.

         "Transaction  Specific  Revolving Loan Facility" shall mean a Revolving
Credit Facility established to provide financing of Specific Export Orders.

         "UCC"  shall  mean the  Uniform  Commercial  Code as the same may be in
effect from time to time in the  jurisdiction in which Borrower or Collateral is
located.

         "UCP"  shall mean the  Uniform  Customs and  Practice  for  Documentary
Credits (1993 Revision),  International  Chamber of Commerce Publication No. 500
and any amendments and revisions thereof.

         "U.S." or "United  States"  shall mean the United States of America and
its territorial possessions.

                                       10
<PAGE>

         "U.S.  Content"  shall  mean with  respect  to any Item all the  labor,
materials and services which are of U.S.  origin or  manufacture,  and which are
incorporated into an Item in the United States.

         "Warranty" shall mean Borrower's guarantee to Buyer that the Items will
function  as intended  during the  warranty  period set forth in the  applicable
Export Order.

         "Warranty Letter of Credit" shall mean a Standby Letter of Credit which
is issued or caused to be  issued  by  Lender  to  support  the  obligations  of
Borrower  with respect to a Warranty or a Standby  Letter of Credit which by its
terms becomes a Warranty Letter of Credit.

1.02 Rules of  Construction.  For  purposes  of this  Agreement,  the  following
additional rules of construction shall apply, unless  specifically  indicated to
the contrary:  (a) wherever from the context it appears  appropriate,  each term
stated in either the  singular  or plural  shall  include the  singular  and the
plural,  and pronouns  stated in the masculine,  feminine or neuter gender shall
include the  masculine,  the feminine  and the neuter;  (b) the term "or" is not
exclusive;  (c) the term "including" (or any form thereof) shall not be limiting
or  exclusive;  (d) all  references  to statutes and related  regulations  shall
include any amendments of same and any successor  statutes and regulations;  (e)
the words "this Agreement",  "herein",  "hereof",  "hereunder" or other words of
similar  import refer to this  Agreement  as a whole  including  the  schedules,
exhibits,  and  annexes  hereto  as  the  same  may  be  amended,   modified  or
supplemented;  (f) all  references  in this  Agreement to  sections,  schedules,
exhibits,  and annexes  shall refer to the  corresponding  sections,  schedules,
exhibits,  and annexes of or to this  Agreement;  and (g) all  references to any
instruments or agreements, including references to any of the Loan Documents, or
the   Delegated   Authority   Letter   Agreement   shall  include  any  and  all
modifications,  amendments and supplements thereto and any and all extensions or
renewals thereof to the extent permitted under this Agreement.

1.03 Incorporation of Recitals.  The Recitals to this Agreement are incorporated
into and shall constitute a part of this Agreement.

                                   ARTICLE II
                             OBLIGATIONS OF BORROWER

         Until payment in full of all Loan Facility  Obligations and termination
of the Loan Documents, Borrower agrees as follows:

2.01 Use of Credit Accommodations.  (a) Borrower shall use Credit Accommodations
only for the purpose of enabling  Borrower to finance the cost of manufacturing,
producing,  purchasing  or selling  the Items.  Borrower  may not use any of the
Credit  Accommodations  for the purpose  of: (i)  servicing  or repaying  any of
Borrower's  pre-existing or future  indebtedness  unrelated to the Loan Facility
(unless  approved by Ex-Im Bank in  writing);  (ii)  acquiring  fixed  assets or
capital  goods for use in Borrower's  business;  (iii)  acquiring,  equipping or
renting commercial space outside of the United States;  (iv) paying the salaries
of non U.S. 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 Ex-Im Bank in writing).

                                       11
<PAGE>

(b) In addition, no Credit Accommodation 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 Ex-Im Bank is  prohibited  from doing  business as designated in the
Country Limitation Schedule;

                  (ii)  that  part of the  cost of the  Items  which is not U.S.
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 Ex-Im Bank'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.

2.02 Loan Documents and Loan Authorization Agreement. (a) Each Loan Document and
this Agreement have been duly executed and delivered on behalf of Borrower,  and
each such Loan  Document and this  Agreement are and will continue to be a legal
and valid obligation of Borrower,  enforceable against it in accordance with its
terms.

(b)  Borrower  shall  comply  with all of the terms and  conditions  of the Loan
Documents, this Agreement and the Loan Authorization Agreement.

2.03  Export-Related  Borrowing Base Certificates and Export Orders. In order to
receive  Credit  Accommodations  under the Loan  Facility,  Borrower  shall have
delivered to Lender an  Export-Related  Borrowing Base Certificate as frequently
as required by Lender but at least within the past thirty (30) calendar days and
a copy of the Export Order(s) (or, for Revolving Loan  Facilities,  if permitted
by Lender,  a written  summary of the Export  Orders)  against which Borrower is
requesting Credit Accommodations.  If Lender permits summaries of Export Orders,
Borrower  shall also  deliver  promptly  to Lender  copies of any Export  Orders
requested by Lender. In addition, so long as there are any Credit Accommodations
outstanding  under the Loan Facility,  Borrower shall deliver to Lender at least
once each  month no later  than the  twentieth  (20th) day of such month or more
frequently as required by the Loan Documents,  an Export-Related  Borrowing Base
Certificate.

2.04  Exclusions  from the  Export-Related  Borrowing  Base. In determining  the
Export-Related  Borrowing Base, Borrower shall exclude therefrom Inventory which
is not Eligible  Export-Related  Inventory and Accounts Receivable which are not
Eligible Export-Related Accounts Receivable. Borrower shall promptly, but in any
event  within five (5) Business  Days,  notify  Lender (a) if any then  existing
Export-Related Inventory no longer constitutes Eligible Export-Related Inventory
or (b) of any event or  circumstance  which to Borrower's  knowledge would cause
Lender to consider any then existing  Export-Related  Accounts  Receivable as no
longer constituting an Eligible Export-Related Accounts Receivable.

2.05  Financial  Statements.  Borrower  shall  deliver to Lender  the  financial
statements required to be delivered by Borrower in accordance with Section 11 of
the Loan Authorization Agreement.

                                       12

<PAGE>

2.06 Schedules, Reports and Other Statements. Borrower shall submit to Lender in
writing each month (a) an Inventory  schedule for the preceding month and (b) an
Accounts  Receivable aging report for the preceding month detailing the terms of
the amounts due from each Buyer.  Borrower shall also furnish to Lender promptly
upon  request  such  information,  reports,  contracts,  invoices and other data
concerning the Collateral as Lender may from time to time specify.

2.07 Additional Security or Payment. (a) Borrower shall at all times ensure that
the  Export-Related  Borrowing  Base equals or exceeds the Credit  Accommodation
Amount. If informed by Lender or if Borrower otherwise has actual knowledge that
the  Export-Related  Borrowing  Base  is  at  any  time  less  than  the  Credit
Accommodation Amount,  Borrower shall, within five (5) Business Days, either (i)
furnish  additional  Collateral to Lender,  in form and amount  satisfactory  to
Lender  and Ex-Im Bank or (ii) pay to Lender an amount  equal to the  difference
between the Credit Accommodation Amount and the Export-Related Borrowing Base.

      (b) For purposes of this  Agreement,  in  determining  the  Export-Related
Borrowing  Base there shall be deducted from the  Export-Related  Borrowing Base
(i) an amount equal to twenty-five  percent (25%) of the outstanding face amount
of  Commercial  Letters  of Credit  and  Standby  Letters of Credit and (ii) one
hundred percent (100%) of the face amount of Warranty Letters of Credit less the
amount of cash collateral held by Lender to secure Warranty Letters of Credit.

      (c) Unless otherwise approved in writing by Ex-Im Bank, for Revolving Loan
Facilities (other than Transaction Specific Revolving Loan Facilities), Borrower
shall at all times ensure that the outstanding  principal  balance of the Credit
Accommodations  that is supported by  Export-Related  Inventory  does not exceed
sixty percent (60%) of the sum of the total outstanding principal balance of the
Disbursements and the undrawn face amount of all outstanding  Commercial Letters
of Credit.  If informed by Lender or if Borrower  otherwise has actual knowledge
that the  outstanding  principal  balance of the Credit  Accommodations  that is
supported  by  Inventory  exceeds  sixty  percent  (60%) of the sum of the total
outstanding  principal  balance of the Disbursements and the undrawn face amount
of all outstanding Commercial Letters of Credit, Borrower shall, within five (5)
Business Days, either (i) furnish additional non-Inventory Collateral to Lender,
in form and amount  satisfactory  to Lender and Ex-Im Bank, or (ii) pay down the
applicable  portion of the  Credit  Accommodations  so that the above  described
ratio is not exceeded.

2.08  Continued  Security  Interest.  Borrower  shall not change (a) its name or
identity in any manner, (b) the location of its principal place of business, (c)
the location of any of the Collateral or (d) the location of any of the books or
records related to the Collateral,  in each instance  without giving thirty (30)
days prior  written  notice  thereof to Lender  and  taking all  actions  deemed
necessary or appropriate by Lender to continuously  protect and perfect Lender's
Liens upon the Collateral.

2.09  Inspection of  Collateral.  Borrower shall permit the  representatives  of
Lender  and  Ex-Im  Bank  to make  at any  time  during  normal  business  hours
inspections  of the  Collateral and of Borrower's  facilities,  activities,  and
books and  records,  and shall cause its  officers  and  employees  to give full
cooperation and assistance in connection therewith.

                                       13

<PAGE>

2.10 General  Intangibles.  Borrower represents and warrants that it owns, or is
licensed to use,  all General  Intangibles  necessary to conduct its business as
currently  conducted except where the failure of Borrower to own or license such
General  Intangibles could not reasonably be expected to have a Material Adverse
Effect.

2.11 Notice of Certain Events.  Borrower shall promptly, but in any event within
five (5) Business Days, notify Lender in writing of the occurrence of any of the
following:

      (a) Borrower or any Guarantor (i) applies for,  consents to or suffers the
appointment of, or the taking of possession by, a receiver,  custodian, trustee,
liquidator or similar fiduciary of itself or of all or a substantial part of its
property  or calls a  meeting  of its  creditors,  (ii)  admits in  writing  its
inability, or is generally unable, to pay its debts as they become due or ceases
operations of its present  business,  (iii) makes a general  assignment  for the
benefit of creditors, (iv) commences a voluntary case under any state or federal
bankruptcy laws (as now or hereafter in effect),  (v) is adjudicated as bankrupt
or insolvent,  (vi) files a petition  seeking to take advantage of any other law
providing  for the  relief of  debtors,  (vii)  acquiesces  to, or fails to have
dismissed  within  thirty  (30)  days,  any  petition  filed  against  it in any
involuntary  case under such bankruptcy  laws, or (vii) takes any action for the
purpose of effecting any of the foregoing;

      (b) 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;

      (c) the  issuance of any levy,  assessment,  attachment,  seizure or Lien,
other than a Permitted Lien,  against any of the Collateral  which is not stayed
or lifted within thirty (30) calendar days;

      (d) any  proceeding  is commenced by or against  Borrower or any Guarantor
for the liquidation of its assets or dissolution;

      (e) any  litigation is filed against  Borrower or any Guarantor  which has
had or could  reasonably be expected to have a Material  Adverse Effect and such
litigation is not withdrawn or dismissed within thirty (30) calendar days of the
filing thereof; (f) any default or event of default under the Loan Documents;

      (g) any  failure  to  comply  with any  terms  of the  Loan  Authorization
Agreement;

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

      (i) any event  which has had or could  reasonably  be  expected  to have a
Material Adverse Effect; or

      (j) the Credit Accommodation Amount exceeds the applicable  Export-Related
Borrowing Base.

                                       14
<PAGE>

2.12 Insurance.  Borrower will at all times carry property,  liability and other
insurance,  with insurers  acceptable to Lender,  in such form and amounts,  and
with  such  deductibles  and other  provisions,  as Lender  shall  require,  and
Borrower will provide  evidence of such  insurance to Lender,  so that Lender is
satisfied that such insurance is, at all times,  in full force and effect.  Each
property  insurance  policy shall name Lender as loss payee and shall  contain a
lender's  loss  payable  endorsement  in form  acceptable  to  Lender  and  each
liability  insurance  policy  shall name Lender as an  additional  insured.  All
policies of  insurance  shall  provide that they may not be cancelled or changed
without  at least ten (10)  days'  prior  written  notice  to  Lender  and shall
otherwise  be in form  and  substance  satisfactory  to  Lender.  Borrower  will
promptly deliver to Lender copies of all reports made to insurance companies.

2.13 Taxes.  Borrower has timely  filed all tax returns and reports  required by
applicable law, has timely paid all applicable taxes, assessments,  deposits and
contributions owing by Borrower and will timely pay all such items in the future
as they became due and payable.  Borrower  may,  however,  defer  payment of any
contested taxes;  provided,  that Borrower (a) in good faith contests Borrower's
obligation to pay such taxes by appropriate  proceedings promptly and diligently
instituted and conducted; (b) notifies Lender in writing of the commencement of,
and any material  development in, the proceedings;  (c) posts bonds or takes any
other steps  required to keep the contested  taxes from becoming a Lien upon any
of the Collateral;  and (d) maintains  adequate  reserves therefor in conformity
with GAAP.

2.14 Compliance with Laws. Borrower represents and warrants that it has complied
in all  material  respects  with  all  provisions  of all  applicable  laws  and
regulations,  including  those  relating  to  Borrower's  ownership  of  real or
personal property, the conduct and licensing of Borrower's business, the payment
and  withholding  of  taxes,  ERISA  and  other  employee  matters,  safety  and
environmental matters.

2.15 Negative  Covenants.  Without the prior  written  consent of Ex-Im Bank 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)  sell,  lease,  transfer,  convey,  assign  or
otherwise dispose of any of its assets,  except for the sale of Inventory in the
ordinary  course of business and the  disposition  of obsolete  equipment in the
ordinary  course of business;  (d) create any Lien on the Collateral  except for
Permitted Liens; (e) make any material changes in its  organizational  structure
or identity; or (f) enter into any agreement to do any of the foregoing.

2.16  Reborrowings  and Repayment Terms. (a) If the Loan Facility is a Revolving
Loan  Facility,  provided  that Borrower is not in default under any of the Loan
Documents,  Borrower  may  borrow,  repay and  reborrow  amounts  under the Loan
Facility until the close of business on the Final  Disbursement Date. Unless the
Revolving  Loan  Facility  is renewed or  extended by Lender with the consent of
Ex-Im Bank, Borrower shall pay in full the outstanding Loan Facility Obligations
and all accrued and unpaid interest thereon no later than the first Business Day
after the Final Disbursement Date.

(b) If the Loan  Facility is a  Transaction  Specific  Loan  Facility,  Borrower
shall,  within two (2) Business Days of the receipt thereof,  pay to Lender (for
application  against the outstanding  Loan Facility  Obligations and accrued and
unpaid interest thereon) all checks,  drafts,  cash and other

                                       15
<PAGE>

remittances  it may  receive in  payment  or on  account  of the  Export-Related
Accounts  Receivable  or any other  Collateral,  in precisely  the form received
(except for the endorsement of Borrower where necessary).  Pending such deposit,
Borrower  shall hold such  amounts in trust for  Lender  separate  and apart and
shall not  commingle  any such items of payment  with any of its other  funds or
property.

2.17 Cross Default.  Borrower shall be deemed in default under the Loan Facility
if Borrower fails to pay when due any amount payable to Lender under any loan or
other credit accommodations to Borrower whether or not guaranteed by Ex-Im Bank.

2.18  Munitions  List.  If any of the Items 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),  Borrower  shall  send a written
notice  promptly,  but in any event within five (5) Business  Days,  of Borrower
learning thereof to Lender describing the Items(s) and the corresponding invoice
amount.

2.19  Suspension  and  Debarment,  etc.  On the date of this  Agreement  neither
Borrower nor its Principals 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 United  States  federal  government  department or agency
pursuant to any of the Debarment Regulations or (b) indicted, convicted or had a
civil judgment rendered against Borrower or any of its Principals for any of the
offenses listed in any of the Debarment Regulations.  Unless authorized by Ex-Im
Bank, 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 United  States  federal  government  department or agency
pursuant to any of the Debarment  Regulations.  Borrower will provide  immediate
written  notice to Lender if at any time it learns  that the  certification  set
forth in this Section 2.19 was  erroneous  when made or has become  erroneous by
reason of changed circumstances.

                                  ARTICLE III
                               RIGHTS AND REMEDIES

3.01  Indemnification.  Upon  Ex-Im  Bank's  payment  of a Claim  to  Lender  in
connection with the Loan Facility  pursuant to the Master  Guarantee  Agreement,
Ex-Im Bank may assume all rights and remedies of Lender under the Loan Documents
and may enforce any such rights or remedies against Borrower, the Collateral and
any  Guarantors.  Borrower  shall hold Ex-Im Bank and Lender  harmless  from and
indemnify  them  against any and all  liabilities,  damages,  claims,  costs and
losses  incurred or suffered by either of them resulting from (a) any materially
incorrect  certification or statement knowingly made by Borrower or its agent to
Ex-Im Bank or Lender in connection with the Loan Facility,  this Agreement,  the
Loan  Authorization  Agreement  or any other Loan  Documents or (b) any material
breach by  Borrower  of the terms and  conditions  of this  Agreement,  the Loan
Authorization  Agreement  or any of the  other  Loan  Documents.  Borrower  also
acknowledges  that  any  statement,  certification  or  representation  made  by
Borrower  in  connection  with the Loan  Facility  is subject  to the  penalties
provided in Article 18 U.S.C. Section 1001.

                                       16
<PAGE>

3.02 Liens.  Borrower  agrees that any and all Liens granted by it to Lender are
also  hereby  granted to Ex-Im  Bank to secure  Borrower's  obligation,  however
arising, to reimburse Ex-Im Bank for any payments made by Ex-Im Bank pursuant to
the Master Guarantee  Agreement.  Lender is authorized to apply the proceeds of,
and recoveries  from, any property  subject to such Liens to the satisfaction of
Loan Facility  Obligations in accordance with the terms of any agreement between
Lender and Ex-Im Bank.

                                   ARTICLE IV
                                  MISCELLANEOUS

4.01 Governing Law. This Agreement and the Loan Authorization  Agreement and the
obligations  arising under this Agreement and the Loan  Authorization  Agreement
shall be governed by, and  construed in  accordance  with,  the law of the state
governing the Loan Documents.

4.02 Notification.  All notices required by this Agreement shall be given in the
manner and to the parties provided for in the Loan Agreement.

4.03 Partial Invalidity.  If at any time any of the provisions of this Agreement
becomes  illegal,  invalid or  unenforceable in any respect under the law of any
jurisdiction,  neither the legality,  the validity nor the enforceability of the
remaining provisions hereof shall in any way be affected or impaired.

4.04  Waiver  of  Jury  Trial.   BORROWER  HEREBY  KNOWINGLY,   VOLUNTARILY  AND
INTENTIONALLY  WAIVES  ANY  AND ALL  RIGHTS  IT MAY  HAVE TO A TRIAL  BY JURY IN
RESPECT OF ANY ACTION,  SUIT,  PROCEEDING OR OTHER LITIGATION BROUGHT TO RESOLVE
ANY DISPUTE ARISING UNDER,  ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
THE LOAN  AUTHORIZATION  AGREEMENT,  ANY LOAN DOCUMENT,  OR ANY OTHER AGREEMENT,
DOCUMENT OR INSTRUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH
OR ANY COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENTS  (WHETHER  VERBAL OR
WRITTEN),  OR ACTIONS OR OMISSIONS OF LENDER,  EX-IM BANK,  OR ANY OTHER PERSON,
RELATING TO THIS AGREEMENT,  THE LOAN AUTHORIZATION  AGREEMENT OR ANY OTHER LOAN
DOCUMENT.

                                       17

<PAGE>


         IN WITNESS  WHEREOF,  Borrower  has caused  this  Agreement  to be duly
executed as of the 5th day of April, 2001.

Adept Technology, Inc.
           (Name of Borrower)


By:  /s/  Michael W. Overby
   ------------------------
                (Signature)

Name:  Michael W. Overby
     ----------------------
            (Print or Type)

Title:  V.P. and CFO
      --------------
            (Print or Type)



ACKNOWLEDGED:


The CIT Group/Commercial Services, Inc.
on behalf of its affiliate The CIT Group/Business Credit, Inc.
           (Name of Lender)


By:  /s/  Kelly Wu
   ---------------
                (Signature)

Name:  Kelly Wu
     ----------
            (Print or Type)

Title:  VP
      ----
            (Print or Type)


                                       18


<PAGE>


ANNEXES:

Annex A  -      Loan Authorization Agreement or Loan Authorization Notice



ON FILE WITH CIT

                                       19

<PAGE>


                                [NOT APPLICABLE]


                            CONSENT OF GUARANTORS

         Each of the  undersigned as a Guarantor of the  obligations of Borrower
to the Lender executing the foregoing Agreement hereby agrees that the foregoing
Agreement,  each of their  respective  Guaranty  Agreements  and each other Loan
Documents may be assigned to the Export-Import Bank of the United States.

                                                -------------------------------
                                                [INDIVIDUAL GUARANTOR]



                                                [CORPORATE GUARANTOR]

                                                By:____________________________

                                                Name:__________________________

                                                Title:_________________________



                                       20