EXHIBIT D

                     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 1

                               ARTICLE DEFINITIONS

     1.1     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 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


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


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          "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;


<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.

               "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:


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

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

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

               (z)     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;

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

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

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

               (dd)     that  is  demonstration  Inventory;

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

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

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

               (hh)     that  constitutes  defense articles or defense services;

               (ii)     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;

               (jj)     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


<PAGE>
               (kk)     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.

               "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.


<PAGE>
          "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.

          "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.


<PAGE>
          "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.

          "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
           -----------------------------
Agreemententered  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.


<PAGE>
          "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.

          "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.


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

          "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.


<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.

     1.2     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.

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

                                    ARTICLE 2

                         ARTICLE OBLIGATIONS OF BORROWER

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

     2.1     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).


<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.

     2.2     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.

     2.3     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.

     2.4     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.


<PAGE>
     2.5     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.

     2.6     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.

     2.7     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.

     2.8     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.


<PAGE>
     2.9     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.

     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;


<PAGE>
               (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.

     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


<PAGE>
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
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 3

                           ARTICLE RIGHTS AND REMEDIES

     3.1     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


<PAGE>
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.

     3.2     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 4

                              ARTICLE MISCELLANEOUS

     4.1     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.

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

     4.3     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.

     4.4     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.


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     IN  WITNESS WHEREOF, Borrower has caused this Agreement to be duly executed
as  of  the  28th  day  of  June,  2001.



ROCKSHOX, INC., a Delaware corporation


By: __________________________________
Name: ________________________________
Title: _______________________________



ACKNOWLEDGED:

WELLS  FARGO  BANK,  N.A.


By: __________________________________
Name: ________________________________
Title: _______________________________


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Annex  A     -     Loan  Authorization  Agreement  or  Loan Authorization Notice


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