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                                                                    EXHIBIT 10.7

[COMERICA LOGO]                AMENDED AND RESTATED

                          LOAN AND SECURITY AGREEMENT
                                   (ACCOUNTS)

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OBLIGOR: # 4629454937          OBLIGATION #:                          AGREEMENT DATE: MAY 7, 2004
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CREDIT LIMIT: $8,000,000       INTEREST RATE: BASE RATE MINUS         OFFICE NO./INITIALS: 49541 / M. TAYLOR
                               0.5% OR LIBOR OPTION
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         THIS AGREEMENT is entered into on May 14, 2002, between COMERICA BANK,
a Michigan banking corporation ("Bank") as secured party, successor by merger to
Comerica Bank-California, whose headquarters office is 333 West Santa Clara
Street, San Jose, California 95113 and LIBERTY PREMIUM FINANCE, INC. a
California corporation ("Borrower"), whose sole place of business (if it has
only one), chief executive office (if it has more than one place of business) is
located at the address set forth below its name on the signature page to this
Agreement. The parties agree as follows:

         Borrower and Bank have entered into that Loan and Security Agreement
dated as of May 14, 2002 ("2002 Agreement").

         Borrower and Bank hereby agree that the 2002 Agreement is hereby
amended and restated in full to read as follows:

1.       DEFINITIONS.

         1.1 "Accounts" shall mean and includes all presently existing and
hereafter arising accounts resulting from net amounts owing from insureds on
finance contracts, including without limitation all accounts receivable,
contract rights and other forms of right to payment for monetary obligations or
receivables owing to Borrower, and any supporting obligations, credit insurance,
guaranties or security therefor, irrespective of whether earned by performance.

         1.2 "Agreement" shall mean and includes this Amended and Restated Loan
and Security Agreement (Accounts), any concurrent or subsequent rider to this
Loan and Security Agreement (Accounts) and any extensions, supplements,
amendments or modifications to this Loan and Security Agreement (Accounts)
and/or to any such rider.

         1.3 "Bank Expenses" shall mean and includes: all costs or expenses
required to be paid by Borrower under this Agreement which are paid or advanced
by Bank; taxes and insurance premiums of every nature and kind of Borrower paid
by Bank; filing, recording, publication and search fees, appraiser fees, auditor
fees and costs, and title insurance premiums paid or incurred by Bank in
connection with Bank's transactions with Borrower; costs and expenses incurred
by Bank in collecting the Accounts (with or without suit) to correct any default
or enforce any provision of this Agreement, or in gaining possession of,
maintaining, handling, preserving, storing, shipping, selling, disposing of,
preparing for sale and/or advertising to sell the Collateral, whether or not a
sale is consummated; costs and expenses of suit incurred by Bank in enforcing or
defending this Agreement or any portion hereof, including, but not limited to,
expenses incurred by Bank in attempting to obtain relief from any stay,
restraining order, injunction or similar process which prohibits Bank from
exercising any of its rights or remedies; and reasonable attorneys' fees and
expenses incurred by Bank in advising, structuring, drafting, reviewing,
amending, terminating, enforcing, defending or concerning this Agreement, or any
portion hereof or any agreement related hereto, whether or not suit is brought.
Bank Expenses shall include Bank's in-house legal charges at reasonable rates.

         1.4 "Base Rate" shall mean that variable rate of interest so announced
by Bank at its headquarters office in Detroit Michigan as its "Base Rate" from
time to time and which serves as the basis upon which effective rates of
interest are calculated for those loans making reference thereto.

         1.5 "Borrower's Books" shall mean and includes all of Borrower's books
and records including but not limited to minute books; ledgers; records
indicating, summarizing or evidencing Borrower's assets (including, without
limitation, the Accounts), liabilities, business operations or financial
condition, and all information relating thereto, computer programs; computer
disk or tape files; computer printouts; computer runs; and other computer
prepared information and equipment of any kind.

         1.6 "Borrowing Base" shall mean the sum of: (1) seventy-five percent
(75%) of the net amount of Eligible Accounts after deducting therefrom all
payments, adjustments and credits applicable thereto.

         1.7 "Cash Flow" shall mean, for any applicable period of determination,
the Net Income (after deduction for income taxes and other taxes of such Person,
or its subsidiaries, determined by reference to income or profits of such
Person, or its subsidiaries) for such period, plus, to the extent deducted in
computation of such Net Income, the amount of depreciation and amortization
expense and the amount of deferred tax liability during such period, all as
determined in accordance with GAAP.

         1.8 "Collateral" shall mean and includes all personal property of
Borrower, including without limitation each and all of the following: the
Accounts; the General Intangibles; the Negotiable Collateral; Borrower's Books;
all Borrower's deposit accounts; all Borrower's investment property (including
without limitation securities and securities entitlements); all goods,
instruments, documents, policies and certificates of insurance, deposits, money
or other personal property of Borrower in which Bank receives a security
interest and which now or later come into the possession, custody or control of
Bank; all Borrower's equipment and fixtures; all additions, accessions,
attachments, parts, replacements, substitutions, renewals, interest, dividends,
distributions or rights of any kind for or with respect to any of the foregoing
(including without limitation any stock splits, stock rights, voting rights and
preferential rights); any supporting obligations for any of the foregoing; and
the products and proceeds of any of the foregoing, including, but not limited
to, proceeds of insurance covering the Collateral, and any and all Accounts,
General Intangibles,


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Negotiable Collateral, equipment, money, deposit accounts, investment property,
equipment, fixtures or other tangible and intangible property of Borrower
resulting from the sale or other disposition of the Collateral and the proceeds
thereof and any supporting obligations or security therefor and any right to
payment thereunder, and including, without limitation, cash or other property
which were proceeds and are recovered by a bankruptcy trustee or otherwise as a
preferential transfer by Borrower. Notwithstanding anything to the contrary
contained herein, Collateral shall not include any waste or other materials
which have been or may be designated as toxic or hazardous by Bank.

         1.9 "Credit" shall mean all Indebtedness, except that Indebtedness
arising pursuant to any other separate contract, instrument, note, or other
separate agreement which, by its terms, provides for a specified interest rate
and term.

         1.10 "Credit Limit" shall mean Eight  Million Dollars ($8,000,000).

         1.11 "Current Assets" shall mean, in respect of a Person and as of any
applicable date of determination; all current assets of such Person determined
in accordance with GAPP.

         1.12 "Current Liabilities" shall mean, in respect of a Person and as of
any applicable date of determination, all liabilities of such Person that should
be classified as current in accordance with GAAP.

         1.13 "Daily Balance" shall mean the amount determined by taking the
amount of the Credit owed at the beginning of a given day, adding any new Credit
advanced or incurred on such date, and subtracting any payments or collections
which are deemed to be paid and are applied by Bank in reduction of the Credit
on that date under the provisions of this Agreement.

         1.14 "Debt" shall mean, as of any applicable date of determination, all
items of indebtedness, obligation or liability of a Person, whether matured or
unmatured, liquidated or unliquidated, direct or indirect, absolute or
contingent, joint or several, that should be classified as liabilities in
accordance with GAAP. In the case of Borrower, the term "Debt" shall include,
without limitation, the Indebtedness.

         1.15 "Debt-to-Worth Ratio" shall mean, in respect of a Person and as of
any applicable date of determination, the ratio of (a) the total Debt of such
Person at such time, to (b) the Tangible Effective Net Worth of such Person at
such time.

         1.16 "Eligible Accounts" shall mean and includes those Accounts of
Borrower which have been validly assigned to Bank and strictly comply with all
of Borrower's warranties and representations to Bank; but Eligible Accounts
shall not include the following: (a) Accounts with respect to which the account
debtor is an officer, employee, partner, joint venturer or agent of Borrower;
(b) Accounts with respect to which the payment by the account debtor may be
conditional; (c) Accounts with respect to which the account debtor is not a
resident of the United States; (d) Accounts with respect to which the account
debtor is the United States or any department, agency or instrumentality of the
United States; (e) Accounts with respect to which the account debtor is any
State of the United States or any city, county, town, municipality or division
thereof; (f) Accounts with respect to which the account debtor is a subsidiary
of, related to, affiliated or has common shareholders, officers or directors
with Borrower; (g) Accounts with respect to which Borrower is or may become
liable to the account debtor; (h) Accounts not paid by an account debtor within
ninety (90) days from the due date of any payment; (i) Accounts with respect to
which account debtors dispute liability or make any claim, or have any defense,
crossclaim, counterclaim, or offset; (j) Accounts with respect to which any
Insolvency Proceeding is filed by or against the account debtor, or if an
account debtor becomes insolvent, fails or goes out of business; and (k)
Accounts owed by any single account debtor which exceed twenty percent (20%) of
all of the Eligible Accounts; (l) Accounts with a particular account debtor on
which over twenty-five percent (25%) of the aggregate amount owing is greater
than ninety (90) days from the date of the invoice; and (m) (1) Accounts payable
owed to insurance carriers;(2) Accounts relating to insurance issued by
admitted insurance carriers rated B or less by A M Best; and (3)Accounts
relating to insurance issued by non-admitted insurance carriers rated B+ or less
by AM Best shall all be deemed ineligible.

         1.17 "Event of Default" shall mean one or more of those events
described in Section 7 contained herein below.

         1.18 "GAAP" shall mean, as of any applicable period, generally accepted
accounting principles in effect during such period.

         1.19 "General Intangibles" shall mean and includes all of Borrower's
present and future general intangibles and other personal property (including
without limitation all payment intangibles, electronic chattel paper, contract
rights, rights arising under common law, statutes, or regulations, choses or
things in action, goodwill, patents, trade names, trademarks, servicemarks,
copyrights, blueprints, drawings, plans, diagrams, schematics, purchase orders,
customer lists, monies due or recoverable from pension funds, route lists,
rights to payment (including without limitation, rights to payment evidenced by
chattel paper, documents or instruments) and other rights under any royalty or
licensing agreements, infringement claims, software (including without
limitation any computer program that is embedded in goods that consist solely of
the medium in which the program is embedded), information contained on computer
disks or tapes, literature, reports, catalogs, insurance premium rebates, tax
refunds, and tax refund claims), other than goods, Accounts, Negotiable
Collateral, and Borrowers Books.

         1.20 "Indebtedness" shall mean and includes any and all loans,
advances, Letter of Credit Obligations, overdrafts, debts, liabilities
(including, without limitation, any and all amounts charged to Borrower's loan
account pursuant to any agreement authorizing Bank to charge Borrower's loan
account), obligations, lease payments, guaranties, covenants and duties owing by
Borrower to Bank of any kind and description whether advanced pursuant to or
evidenced by this Agreement; by any note or other Instrument; or by any other
agreement between Bank and Borrower and whether or not for the payment of money,
whether direct or indirect, absolute or contingent, due or to become due now
existing or hereafter arising, including, without limitation, any interest,
fees, expenses, costs and other amounts owed to Bank that but for the provisions
of the United States Bankruptcy Code would have accrued after the commencement
of any Insolvency Proceeding, and including, without limitation, any debt,
liability, or



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obligations owing from Borrower to others which Bank may have obtained by
assignment, participation, purchase or otherwise, and further including, without
limitation, all interest not paid when due and all Bank Expenses which Borrower
is required to pay or reimburse by this Agreement, by law, or otherwise.

         1.21 "Insolvency Proceeding" shall mean and includes any proceeding or
case commenced by or against Borrower, or any guarantor of Borrower's
Indebtedness, or any of Borrower's account debtors, under any provisions of the
Bankruptcy Code, as amended, or any other bankruptcy or insolvency law,
including, but not limited to assignments for the benefit of creditors, formal
or informal moratoriums, composition or extensions with some or all creditors,
any proceeding seeking a reorganization, arrangement or any other relief under
the Bankruptcy Code, as amended, or any other bankruptcy or insolvency law.

         1.22 "Intentionally Omitted".

         1.23 "Letter of Credit Obligations" shall mean, as of any applicable
date of determination, the sum of the undrawn amount of any letter(s) of credit
issued by Bank upon the application of and/or for the account of Borrower, plus
any unpaid reimbursement obligations owing by Borrower to Bank in respect of any
such letter(s) of credit.

         1.24 "Net Income" shall mean the net income (or loss) of a person for
any period of determination, determined in accordance with GAAP but excluding in
any event:

                   a. any gains or losses on the sale or other disposition, not
         in the ordinary course of business, of investments or fixed or capital
         assets, and any taxes on the excluded gains and any tax deductions or
         credits on account on any excluded losses; and

                   b. in the case of Borrower, net earnings of any Person in
         which Borrower has an ownership interest, unless such net earnings
         shall have actually been received by Borrower in the form of cash
         distributions.

         1.25 "Negotiable Collateral" shall mean and include all of Borrower's
present and future letters of credit, advises of credit, letter-of-credit
rights, certificates of deposit, notes, drafts, money, documents (including
without limitation all negotiable documents), instruments (including without
limitation all promissory notes), tangible chattel paper or any other similar
property.

         1.26 "Judicial Officer or Assignee" shall mean and includes any
trustee, receiver, controller, custodian, assignee for the benefit of creditors
or any other person or entity having powers or duties like or similar to the
powers and duties of trustee, receiver, controller, custodian or assignee for
the benefit of creditors.

         1.27 "Person" or "person" shall mean and includes any individual,
corporation, partnership, joint venture, firm, association, trust,
unincorporated association, joint stock company, government, municipality,
political subdivision or agency or other entity.

         1.28 "Quick Assets" shall mean, as of any applicable date of
determination, unrestricted cash, certificates of deposit or marketable
securities and net accounts receivable arising from the sale of goods and
services, and United States government securities and/or claims against the
United States government of Borrower and its subsidiaries.

         1.29 "Subordinated Debt" shall mean indebtedness of Borrower to third
parties which has been subordinated to the Indebtedness pursuant to a
subordination agreement in form and content satisfactory to Bank.

         1.30 "Subordination Agreement" shall mean a subordination agreement in
form satisfactory to Bank making all present and future indebtedness of Borrower
to Crest Financial Corporation subordinate to the Indebtedness, and any other
person who has entered into a Subordination Agreement in favor of Bank from time
to time subordinated to the Indebtedness.

         1.31 "Tangible Effective Net Worth" shall mean, with respect to any
Person and as of any applicable date of determination, Tangible Net Worth plus
Subordinated Debt.

         1.32 "Tangible Net Worth" shall mean, with respect to any Person and as
of any applicable date of determination, the excess of:

                   a. the net book value of all assets of such Person (excluding
         affiliate receivables, patents, patent rights, trademarks, trade names,
         franchises, copyrights, licenses, goodwill, and all other intangible
         assets of such Person) after all appropriate deductions in accordance
         with GAAP (including, without limitation, reserves for doubtful
         receivables, obsolescence, depreciation and amortization), over

                   b. all Debt of such Person at such time.

         1.33 "Working Capital" shall mean, as of any applicable date of
determination, Current Assets less Current Liabilities.

Any and all terms used in the foregoing definitions and elsewhere in this
Agreement shall be construed and defined in accordance with the meaning and
definition of such terms under and pursuant to the California Uniform Commercial
Code (hereinafter referred to as the "Uniform Commercial Code") as amended,
revised or replaced from time to time. Notwithstanding the foregoing, the
parties intend that the terms used herein which are defined in the Uniform
Commercial Code have, at all times, the broadest and most inclusive meanings
possible. Accordingly, if the Uniform Commercial Code shall in the future be
amended or held by a court to define any term used herein more broadly or
inclusively than the Uniform Commercial Code in effect on the date of this
Agreement, then such term, as used herein, shall be given such broadened
meaning. If the Uniform Commercial Code shall in the future be amended or held
by a court to define any term used herein more narrowly, or less inclusively,
than the Uniform Commercial Code


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in effect on the date of this Agreement, such amendment or holding shall be
disregarded in defining terms used in this Agreement.

2.       LOAN AND TERMS OF PAYMENT.

For value received, Borrower promises to pay to the order of Bank such amount,
as provided for below, together with interest, as provided for below.

         2.1 Upon the request of Borrower, made at any time and from time to
time during the term hereof, and so long as no Event of Default has occurred,
Bank shall lend to Borrower an amount equal to the Borrowing Base; provided,
however, that the Daily Balance shall not exceed the lesser of either the Credit
Limit or the Borrowing Base, minus all Letter of Credit Obligations. If at any
time for any reason, the amount of Indebtedness owed by Borrower to Bank
pursuant to this Section 2.1 of this Agreement is greater than the aggregate
amount available to be drawn under this Section 2.1, Borrower shall immediately
pay to Bank, in cash, the amount of such excess.

         2.2 Except as hereinbelow provided, the Credit shall bear interest, on
the Daily Balance owing, at a at a fluctuating rate of interest equal to the
Base Rate minus one half of one percent (-0.50%) percentage points per annum or
at the LIBOR Option in accordance with the LIBOR Addendum attached hereto. All
interest chargeable under this Agreement that is based upon a per annum
calculation shall be computed on the basis of a three hundred sixty (360) day
year for actual days elapsed. The Base Rate as of the date of this Agreement is
four percent (4.00%) per annum. In the event that the Base Rate announced is,
from time to time hereafter, changed, adjustment in the Base Rate shall be made
and based on the Base Rate in effect on the date of such change. The Base Rate,
as adjusted, shall apply to the Credit until the Base Rate is adjusted again.

                   a. All interest payable by Borrower under the Credit shall be
         due and payable on the first day of each calendar month during the term
         of this Agreement. A late payment charge equal to five percent (5%) of
         each late payment may be charged on any payment not received by Bank
         within ten (10) calendar days after the payment due date, but
         acceptance of payment of this charge shall not waive any Event of
         Default under this Agreement. Upon the occurrence of an Event of
         Default hereunder, and without constituting a waiver of any such Event
         of Default, then during the continuation thereof, at Bank's option, the
         Credit shall bear interest, on the Daily Balance owing, at a rate equal
         to three percent (3%) per year in excess of the rate applicable
         immediately prior to the occurrence of the Event of Default, and such
         rate of interest shall fluctuate thereafter from time to time at the
         same time and in the same amount as any fluctuation in the rate of
         interest applicable immediately prior to any such occurrence.

3.       TERM.

         3.1 This Agreement shall remain in full force and effect until:

                   a. May 14, 2005, or until terminated by notice by Borrower.
         Notice of such termination by Borrower shall be effectuated by mailing
         of a registered or certified letter not less than thirty (30) days
         prior to the effective date of such termination, addressed to Bank at
         the address set forth herein and the termination shall be effective as
         of the date so fixed in such notice.

                   b. Notwithstanding the foregoing, should Borrower be in
         default of one or more of the provisions of this Agreement, Bank may
         terminate this Agreement at any time without notice. Notwithstanding
         the foregoing, should either Bank or Borrower become insolvent or
         unable to meet its debts as they mature, or fail, suspend, or go out of
         business, the other party shall have the right to terminate this
         Agreement at any time without notice. On the date of termination all
         Indebtedness shall become immediately due and payable without notice or
         demand; no notice of termination by Borrower shall be effective until
         Borrower shall have paid all Indebtedness to Bank in full in cash No
         section of this Agreement or type of loan available hereunder may be
         terminated singly.

         3.2 All undertakings, agreements, covenants, warranties, and
representations of Borrower contained in this Agreement or any other document,
instrument or agreement entered into with or in favor of Bank in connection
herewith shall survive any such termination, and Bank shall retain its security
interest in and to all existing Collateral and Collateral arising thereafter,
any and all liens thereon, and all of its rights and remedies under this
Agreement or any other document, instrument or agreement entered into with or in
favor of Bank in connection herewith notwithstanding such termination until the
payment in full in cash of all Indebtedness to Bank. Notwithstanding the
satisfaction in full of the Indebtedness, Bank shall not be required to
terminate its security interests in the Collateral unless, with respect to any
loss or damage Bank may incur as a result of dishonored checks or other items of
payment received by Bank and applied to the Indebtedness, Bank shall, at its
option, (a) have received a written agreement, executed by Borrower and by any
Person whose loans or other advances to Borrower are used in whole or in part to
satisfy the Indebtedness, indemnifying Bank from any such loss or damage, or (b)
have retained such monetary reserves and liens on the Collateral for such period
of time as Bank, in its reasonable discretion, may deem necessary to protect
Bank from any such loss or damage.

         3.3 After termination and when Bank has received payment in full of
Borrower's Indebtedness to Bank, Bank shall reassign to Borrower all Collateral
held by Bank, and shall execute a termination of all security agreements and
security interests given by Borrower to Bank.

4.       CREATION OF SECURITY INTEREST.

         4.1 Borrower hereby grants to Bank a continuing security interest in
all presently existing and hereafter arising Collateral in order to secure
prompt repayment of any and all Indebtedness owed by Borrower to Bank and in
order to secure prompt performance by Borrower of each and all of its covenants
and obligations under this Agreement and otherwise created. Bank's security
interest in the Collateral shall attach to all Collateral without further act on
the part of Bank or Borrower. In the event that any Collateral, including
proceeds, is evidenced by or consists


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of Negotiable Collateral, Borrower, immediately upon the request of Bank, shall
(a) endorse or assign such Negotiable Collateral to Bank, (b) deliver actual
physical possession of such Negotiable Collateral to Bank, and (c) mark
conspicuously all of its records pertaining to such Negotiable Collateral with a
legend, in form and substance satisfactory to Bank (and in the case of
Negotiable Collateral consisting of tangible chattel paper, immediately mark all
such tangible chattel paper with a conspicuous legend in form and substance
satisfactory to Bank), indicating that the Negotiable Collateral is subject to
the security interest granted to Bank hereunder.

         4.2 Bank's security interest in the Accounts shall attach to all
Accounts without further act on the part of Bank or Borrower. Upon request from
Bank, Borrower shall provide Bank with schedules describing all Accounts created
or acquired by Borrower (including without limitation agings listing the names
and addresses of, and amounts owing by date by account debtors), and shall
execute and deliver written assignments of all Accounts to Bank all in a form
acceptable to Bank; provided, however, Borrower's failure to execute and deliver
such schedules and/or assignments shall not affect or limit Bank's security
interest and other rights in and to the Accounts. Together with each schedule,
Borrower shall furnish Bank, upon request, with copies of Borrower's finance
contracts or the or the equivalent, and Borrower warrants the genuineness
thereof. Upon the occurrence of an Event of Default, Bank or Bank's designee may
notify customers or account debtors of Bank's security interest in the
Collateral and direct such customers or account debtors to make payments
directly to Bank, but unless and until Bank does so or gives Borrower other
written instructions, Borrower shall collect all Accounts for Bank, receive in
trust all payments thereon as Bank's trustee, and, if so requested to do so from
Bank, Borrower shall immediately deliver said payments to Bank in their original
form as received from the account debtor and all letters of credit, advices of
credit, instruments, documents, chattel paper or any similar property evidencing
or constituting Collateral. The receipt of any check or other item of payment by
Bank shall not be considered a payment on account until such check or other item
of payment is honored when presented for payment, in which event, said check or
other item of payment shall be deemed to have been paid to Bank two (2) calendar
days after the date Bank actually receives such check or other item of payment.

         4.3 "Intentionally Omitted".

         4.4 Concurrently with Borrower's execution of this Agreement, and at
any time or times hereafter at the request of Bank, Borrower shall (a) execute
and deliver to Bank security agreements, mortgages, assignments, certificates of
title, affidavits, reports, notices, schedules of accounts, letters of authority
and all other documents that Bank may reasonably request, in form satisfactory
to Bank, to perfect and maintain perfected Bank's security interest in the
Collateral and in order to fully consummate all of the transactions contemplated
under this Agreement, (b) cooperate with Bank in obtaining a control agreement
in form and substance satisfactory to Bank with respect to all deposit accounts,
electronic chattel paper, investment property, and letter-of-credit rights, and
(c) in the event that any Collateral is in the possession of a third party,
Borrower shall join with Bank in notifying such third party of Bank's security
interest and obtaining an acknowledgment from such third party that it is
holding such Collateral for the benefit of Bank. By authenticating or becoming
bound by this Agreement, Borrower authorizes the filing of initial financing
statement(s), and any amendment(s) covering the Collateral to perfect and
maintain perfected Bank's security interest in the Collateral. Upon the
occurrence of an Event of Default, Borrower hereby irrevocably makes,
constitutes and appoints Bank (and any of Bank's officers, employees or agents
designated by Bank) as Borrower's true and lawful attorney-in-fact with power to
sign the name of Borrower on any security agreement, mortgage, assignment,
certificate of title, affidavit, letter of authority, notice of other similar
documents which must be executed and/or filed in order to perfect or continue
perfected Bank's security interest in the Collateral, and to take such actions
in its own name or in Borrower's name as Bank, in its sole discretion, deems
necessary or appropriate to establish exclusive possession or control (as
defined in the Uniform Commercial Code) over any Collateral of such nature that
perfection of Bank's security interest may be accomplished by possession or
control.

         4.5 Borrower shall make appropriate entries in Borrower's Books
disclosing Bank's security interest in the Accounts. Bank (through any of its
officers, employees or agents) shall have the right at any time or times
hereafter, provided that reasonable notice is provided, during Borrower's usual
business hours, or during the usual business hours of any third party having
control over the records of Borrower, to inspect and verify Borrower's Books in
order to verify the amount or condition of, or any other matter, relating to,
said Collateral and Borrower's financial condition.

         4.6 Effective only upon the occurrence of an Event of Default, Borrower
appoints Bank or any other person whom Bank may designate as Borrower's
attorney-in-fact, with power: to endorse Borrower's name on any checks, notes,
acceptances, money order, drafts or other forms of payment or security that may
come into Bank's possession; to sign Borrower's name on any invoice or bill of
lading relating to any Accounts, on drafts against account debtors, on schedules
and assignments of Accounts, on verifications of Accounts and on notices to
account debtors; to establish a lock box arrangement and/or to notify the post
office authorities to change the address for delivery of Borrower's mail
addressed to Borrower to an address designated by Bank, to receive and open all
mail addressed to Borrower, and to retain all mail relating to the Collateral
and forward all other mail to Borrower; to send, whether in writing or by
telephone, requests for verification of Accounts; and to do all things necessary
to carry out this Agreement. Borrower ratifies and approves all acts of the
attorney-in-fact. Neither Bank nor its attorney-in-fact will be liable for any
acts or omissions or for any error of judgement or mistake of fact or law. This
power being coupled with an interest, is irrevocable so long as any Accounts in
which Bank has a security interest remain unpaid and until the Indebtedness has
been fully satisfied.

         4.7 In order to protect or perfect any security interest which Bank is
granted hereunder, Bank may, in its sole discretion, discharge any lien or
encumbrance or bond the same, pay any insurance, maintain guards, warehousemen,
or any personnel to protect the Collateral, pay any service bureau, or, obtain
any records, and all costs for the same shall be added to the Indebtedness and
shall be payable on demand.

         4.8 Borrower agrees that Bank may provide information relating to this
Agreement or relating to Borrower to Bank's parent, affiliates, subsidiaries and
service providers.



                                       5
<PAGE>

5.       CONDITIONS PRECEDENT.

         5.1 Conditions precedent to the making of the loans and the extension
of the financial accommodations hereunder, Borrower shall execute, or cause to
be executed, and deliver to Bank, in form and substance satisfactory to Bank and
its counsel, the following:

                   a. This Agreement and other documents, instruments and
         agreements required by Bank;

                   b. If Borrower is a corporation, limited liability company,
         limited partnership or other such entity, certified copies of all
         actions taken by Borrower, any grantor of a security interest to Bank
         to secure the Indebtedness, and any guarantor of the Indebtedness,
         authorizing the execution, delivery and performance of this Agreement
         and any other documents, instruments or agreements entered into in
         connection herewith, and authorizing specific officers to execute and
         deliver any such documents, instruments and agreements;

                   c. If Borrower is a corporation, limited liability company,
         limited partnership or other such entity, then a certificate of good
         standing showing that Borrower is in good standing under the laws of
         the state of its incorporation or formation and certificates indicating
         that Borrower is qualified to transact business and is in good standing
         in any other state in which it conducts business;

                   d. If Borrower is a partnership, then a copy of Borrower's
         partnership agreement certified by each general partner of Borrower;

                   e. UCC searches and financing statements, tax lien and
         litigation searches, fictitious business statement filings, insurance
         certificates, notices or other similar documents which Bank may require
         and in such form as Bank may require, in order to reflect, perfect or
         protect Bank's first priority security interest in the Collateral and
         in order to fully consummate all of the transactions contemplated under
         this Agreement;

                   f. Evidence that Borrower has obtained insurance and
         acceptable endorsements;

                   g. Limited guarantee duly executed by Crest Financial
         Corporation in the amount of Two Million Five Hundred Thousand Dollars
         ($2,500,000);

                   h. Subordinations Agreement duly executed by Crest Financial
         Corporation in the amount of Two Hundred Thirty-One Thousand Dollars
         ($231,000);

                   i. Such control agreements from each Person as Bank may
         require;

                   j. Duly executed certificates of title with respect to that
         portion of the Collateral that is subject to certificates of title;

                   k. Such collateral access agreements from each lessor,
         warehouseman, bailee, and other Person as Bank may require, duly
         executed by each such Person; and

                   l. Warranties and representations of officers.


6.       WARRANTIES, REPRESENTATIONS AND COVENANTS.

         6.1 If so requested by Bank, Borrower shall, at such intervals
designated by Bank, during the term hereof execute and deliver a Report of
Accounts Receivable or similar report, in form customarily used by Bank. The
aggregate amount of the Borrowing Base at all times during the effectiveness of
this Agreement shall not be less than the advances made hereunder. Bank shall
have the right to recompute the Borrowing Base in conformity with this
Agreement.

         6.2 If any warranty is breached as to any Account, or any Account is
not paid in full by an account debtor within ninety (90) days from the date of
cancellation or an account debtor disputes liability or makes any claim with
respect thereto, or a petition in bankruptcy or other application for relief
under the Bankruptcy Code or any other insolvency law is filed by or against an
account debtor, or an account debtor makes an assignment for the benefit of
creditors, becomes insolvent, fails or goes out of business, then Bank may deem
ineligible any and all Accounts owing by that account debtor, and reduce the
Borrowing Base by the amount thereof. Bank shall retain its security interest in
all Accounts, whether eligible or ineligible, until all Indebtedness has been
fully paid and satisfied. Returns and allowances, if any, as between Borrower
and its customers, will be on the same basis and in accordance with the usual
customary practices of Borrower, as they exist at this time. Any merchandise
which is returned by an account debtor or otherwise recovered shall be set
aside, marked with Bank's name, and Bank shall retain a security interest
therein. Borrower shall promptly notify Bank of all disputes and claims and
settle or adjust them on terms approved by Bank. After default by Borrower
hereunder, no discount, credit or allowance shall be granted to any account
debtor by Borrower and no return of merchandise shall be accepted by Borrower
without Bank's consent. Bank may, after default by Borrower, settle or adjust
disputes and claims directly with account debtors for amounts and upon terms
which Bank considers advisable, and in such cases Bank will credit Borrower's
loan account with only the net amounts received by Bank in payment of the
Accounts, after deducting all Bank Expenses in connection therewith.

         6.3 Borrower warrants, represents, covenants and agrees that:


                                       6
<PAGE>

                   a. Borrower has good and marketable title to the Collateral.
         Bank has and shall continue to have a first priority perfected security
         interest in and to the Collateral. The Collateral shall at all times
         remain free and clear of all liens, encumbrances and security interests
         (except those in favor of Bank);

                   b. All Accounts are and will, at all times pertinent hereto,
         be bona fide existing obligations created by the sale and delivery of
         merchandise or the rendition of services to account debtors in the
         ordinary course of business, free of liens, claims, encumbrances and
         security interests (except as held by Bank and except as may be
         consented to, in writing, by Bank) and are unconditionally owed to
         Borrower without defenses, disputes, offsets counterclaims, rights of
         return or cancellation, and Borrower shall have received no notice of
         actual or imminent bankruptcy or insolvency of any account debtor at
         the time an Account due from such account debtor is assigned to Bank;
         and

                   c. At the time each Account is assigned to Bank, all property
         giving rise to such Account shall have been delivered to the account
         debtor or to the agent for the account debtor for immediate shipment
         to, and unconditional acceptance by, the account debtor. Borrower shall
         deliver to Bank, as Bank may from time to time require, delivery
         receipts, customer's purchase orders, shipping instructions, bills of
         lading and any other evidence of shipping arrangements. Absent such a
         request by Bank, copies of all such documentation shall be held by
         Borrower as custodian for Bank.

         6.4 At the time each eligible Account is assigned to Bank, all such
Eligible Accounts will be due and payable on terms set forth in Section 1.16, or
on such other terms approved in writing by Bank in advance of the creation of
such Accounts, and no such Eligible Account will then be past due.

                   a. Borrower shall permit representatives of Bank to conduct
         semi-annual audits of Borrower's books and records relating to the
         Accounts and other Collateral and make extracts therefrom, with results
         satisfactory to Bank, provided that Bank shall use its best efforts to
         not interfere with the conduct of Borrower's business, and to the
         extent possible to arrange for verification of the Accounts directly
         with the account debtors obligated thereon or otherwise, all under
         reasonable procedures acceptable to Bank and at Borrower's sole
         expense; provided, further, that, prior to an Event of Default,
         Borrower shall not be responsible for the expense of more than two (2)
         such audits, in any fiscal year. Notwithstanding any of the provisions
         contained in Section 1.6 hereof, Borrower hereby acknowledges and
         agrees that upon completion of any such audit Bank shall have the right
         to adjust any Borrowing Base percentage, in its sole and reasonable
         discretion, based on its review of the results of such collateral
         audit.

         6.5 Borrower represents, warrants and covenants with Bank that Borrower
will not, without Bank's prior written consent:

                   a. Grant a security interest in or permit a lien, claim or
         encumbrance upon any of the Collateral to any person, association,
         firm, corporation, entity or governmental agency or instrumentality;

                   b. Permit any levy, attachment or restraint to be made
         affecting any of Borrower's assets;

                   c. Permit any Judicial Officer or Assignee to be appointed or
         to take possession of any or all of Borrower's assets;

                   d. Sell, lease, or otherwise dispose of, move, or transfer,
         whether by sale or otherwise, any of Borrower's assets;

                   e. Change its name, the location of its sole place of
         business, chief executive office or residence, business structure,
         corporate identity or structure, form of organization or the state in
         which it has been formed or organized; add any new fictitious names,
         liquidate, merge or consolidate with or into any other business
         organization;

                   f. Move or relocate any Collateral;

                   g. Acquire any other business organization;

                   h. Enter into any transaction not in the usual course of
         Borrower's business;

                   i. Make any change in Borrower's financial structure or in
         any of its business objectives, purposes or operations which would
         materially adversely affect the ability of Borrower to repay Borrower's
         Indebtedness;

                   j. Incur any debts outside the ordinary course of Borrower's
         business except renewals or extensions of existing debts and interest
         thereon;

                   k. Make loans, advances or extensions of credit to any
         Person, except in the ordinary course of business;

                   l. Guarantee or otherwise, directly or indirectly, in any way
         be or become responsible for obligations of any other Person, whether
         by agreement to purchase the indebtedness of any other Person,
         agreement for the furnishing of funds to any other Person through the
         furnishing of goods, supplies or services, by way of stock purchase,
         capital contribution, advance or loan, for the purpose of paying or
         discharging (or causing the payment or discharge of) the indebtedness
         of any other Person, or otherwise, except for the endorsement of
         negotiable instruments by Borrower in the ordinary course of business
         for deposit or collection;



                                       7
<PAGE>

                   m. Make any payment on account of any Subordinated Debt
         except for regularly scheduled payments of interest and principal in
         accordance with the provisions of any Subordination Agreement executed
         by Bank and the subordinated debt holder, or amend any provision
         contained in any documentation relating to any such Subordinated Debt
         without Bank's prior written consent;

                   n. (a) Sell, lease, transfer or otherwise dispose of
         properties and assets (whether in one transaction or in a series of
         transactions); (b) change its name, consolidate with or merge into any
         other corporation, permit another corporation to merge into it, acquire
         all or substantially all the properties or assets of any other Person,
         enter into any reorganization or recapitalization or reclassify its
         capital stock, or (c) enter into any sale-leaseback transaction;

                   o. Purchase or hold beneficially any stock or other
         securities of, or make any investment or acquire any securities or
         other interest whatsoever in, any other Person, except for the common
         stock of the Subsidiaries owned by Borrower on the date of this
         Agreement and except for certificates of deposit with maturities of one
         year or less of United States commercial banks with capital, surplus
         and undivided profits in excess of One Hundred Million Dollars
         ($100,000,000) and the securities or other direct obligations of the
         United States Government maturing within one year from the date of
         acquisition thereof; and

                   p. Allow any fact, condition or event to occur or exist with
         respect to any employee pension or profit sharing plans established or
         maintained by it which might constitute grounds for termination of any
         such plan or for the court appointment of a trustee to administer any
         such plan.

         6.6      Intentionally Omitted.

         6.7      Borrower represents, warrants, covenants and agrees that:

                   a. Borrower's true and correct legal name is that set forth
         on the signature page to this Agreement. Except as disclosed in writing
         to Bank on or before the date of this Agreement, Borrower has not done
         business under any name other than that set forth on the signature page
         to this Agreement;

                   b. If Borrower is an individual, the location (as determined
         pursuant to the Uniform Commercial Code) of Borrower's principal
         residence is that set forth following Borrower's name on the signature
         page to this Agreement;

                   c. If Borrower is a registered organization that is organized
         under the laws of any one of the states comprising the United States
         (e.g. corporation, limited partnership, registered limited liability
         partnership or limited liability company), and is located (as
         determined pursuant to the Uniform Commercial Code) in the state under
         the laws of which it was organized, Borrower's form of organization and
         the state in which it has been organized are those set forth
         immediately following Borrower's name on the signature page to this
         Agreement;

                   d. If Borrower is a registered organization organized under
         the laws of the United States, and Borrower is located in the state
         that United States law designates as its location or, if United States
         law authorizes Borrower to designate the state for its location, the
         state designated by Borrower, or if neither of the foregoing are
         applicable, at the District of Columbia (in each case as determined in
         accordance with the Uniform Commercial Code), Borrower's form of
         organization and the state or district in which it is located are those
         set forth immediately following Borrower's name on the signature page
         to this Agreement;

                   e. If Borrower is a domestic organization that is not a
         registered organization under the laws of the United States or any
         state thereof (e.g. general partnership, joint venture, trust, estate
         or association), and Borrower is located (as determined pursuant to the
         Uniform Commercial Code) at its sole place of business or, if it has
         more than one place of business, at its chief executive office,
         Borrower's form of organization and the address of that location are
         those set forth on the signature page to this Agreement; and

                   f. If Borrower is a foreign individual or foreign
         organization or a branch or agency of a bank that is not organized
         under the laws of the United States or a state thereof, Borrower is
         located (as determined pursuant to the Uniform Commercial Code) at the
         address set forth following Borrower's name on the signature page to
         this Agreement.

                   g. If there is a change in ownership or control of 50% or
         more of the ownership of Borrower or Crest Financial Corporation
         Borrower shall repay in full all Indebtedness owed by Borrower to Bank

         6.8       If Borrower is a corporation, Borrower represents, warrants
and covenants as follows:

                   a. Borrower will not make any distribution or declare or pay
         any dividend (in stock or in cash) to any shareholder or on any of its
         capital stock, of any class, whether now or hereafter outstanding, or
         purchase, acquire, repurchase, or redeem or retire any such capital
         stock; provided, however, to the extent that and so long as Borrower is
         an entity that is not directly subject to Federal income taxation and
         with respect to which any earnings are attributable ratably to each
         Person with an ownership interest in Borrower, Borrower may make
         distributions to each such Person in an amount necessary to pay each
         such Person's income tax resulting from such ownership interest in
         Borrower per year, provided, further, that, promptly upon request of
         Bank, Borrower shall cause each such Person to provide Bank with copies
         of its tax return to substantiate any such distribution;

                   b. Borrower is and shall at all times hereafter be a
         corporation duly organized and existing in good standing under the laws
         of the state of its incorporation and qualified and licensed to do
         business in California or any other state in which it conducts its
         business;


                                       8
<PAGE>

                   c. Borrower has the right and power and is duly authorized to
         enter into this Agreement; and

                   d. The execution by Borrower of this Agreement shall not
         constitute a breach of any provision contained in Borrower's articles
         of incorporation or by-laws.

         6.9 The execution of and performance by Borrower of all of the terms
and provisions contained in this Agreement shall not result in a breach of or
constitute an event of default under any agreement to which Borrower is now or
hereafter becomes a party.

         6.10 Borrower shall promptly notify Bank in writing of its acquisition
by purchase, lease or otherwise of any after acquired property of the type
included in the Collateral.

         6.11 All assessments and taxes, whether real, personal or otherwise,
due or payable by, or imposed, levied or assessed against, Borrower or any of
its property have been paid, and shall hereafter be paid in full, before
delinquency. Borrower shall make due and timely payment or deposit of all
federal, state and local taxes, assessments or contributions required of it by
law, and will execute and deliver to Bank, on demand, appropriate certificates
attesting to the payment or deposit thereof. Borrower will make timely payment
or deposit of all F.I.C.A. payments and withholding taxes required of it by
applicable laws, and will upon request furnish Bank with proof satisfactory to
it that Borrower has made such payments or deposit. If Borrower fails to pay any
such assessment, tax, contribution, or make such deposit, or furnish the
required proof, Bank may, in its sole and absolute discretion and without notice
to Borrower, (I) make payment of the same or any part thereof, or (ii) set up
such reserves in Borrower's loan account as Bank deems necessary to satisfy the
liability therefor, or both. Bank may conclusively rely on the usual statements
of the amount owing or other official statements issued by the appropriate
governmental agency. Each amount so paid or deposited by Bank shall constitute a
Bank Expense and an additional advance to Borrower.

         6.12 There are no actions or proceedings pending by or against Borrower
or any guarantor of Borrower before any court or administrative agency and
Borrower has no knowledge of any pending, threatened or imminent litigation,
governmental investigations or claims, complaints, actions or prosecutions
involving Borrower or any guarantor of Borrower, except as heretofore
specifically disclosed in writing to Bank. If any of the foregoing arise during
the term of the Agreement, Borrower shall immediately notify Bank in writing.

         6.13 Insurance.

                   a. Borrower, at its expense, shall keep and maintain its
         assets insured against loss or damage by fire, theft, explosion,
         sprinklers and all other hazards and risks ordinarily insured against
         by other owners who use such properties in similar businesses for the
         full insurable value thereof. Borrower shall also keep and maintain
         business interruption insurance and public liability and property
         damage insurance relating to Borrower's ownership and use of the
         Collateral and its other assets. All such policies of insurance shall
         be in such form, with such companies, and in such amounts as may be
         satisfactory to Bank. Borrower shall deliver to Bank certified copies
         of such policies of insurance and evidence of the payments of all
         premiums therefor. All such policies of insurance (except those of
         public liability and property damage) shall contain an endorsement in a
         form satisfactory to Bank showing Bank as a loss payee thereof, with a
         waiver of warranties satisfactory to Bank, and all proceeds payable
         thereunder shall be payable to Bank and, upon receipt by Bank, shall be
         applied on account of the Indebtedness owing to Bank. To secure the
         payment of the Indebtedness, Borrower grants Bank a security interest
         in and to all such policies of insurance (except those of public
         liability and property damage) and the proceeds thereof, and Borrower
         shall direct all insurers under such policies of insurance to pay all
         proceeds thereof directly to Bank.

                   b. Borrower hereby irrevocably appoints Bank (and any of
         Bank's officers, employees or agents designated by Bank) as Borrower's
         attorney for the purpose of making, selling and adjusting claims under
         such policies of insurance, endorsing the name of Borrower on any
         check, draft, instrument or other item of payment for the proceeds of
         such policies of insurance and for making all determinations and
         decisions with respect to such policies of insurance. Borrower will not
         cancel any of such policies without Bank's prior written consent. Each
         such insurer shall agree by endorsement upon the policy or policies of
         insurance issued by it to Borrower as required above, or by independent
         instruments furnished to Bank, that it will give Bank at least ten (10)
         days written notice before any such policy or policies of insurance
         shall be altered or canceled, and that no act or default of Borrower,
         or any other person, shall affect the right of Bank to recover under
         such policy or policies of insurance required above or to pay any
         premium in whole or in part relating thereto. Bank, without waiving or
         releasing any Indebtedness or any Event of Default, may, but shall have
         no obligation to do so, obtain and maintain such policies of insurance
         and pay such premiums and take any other action with respect to such
         policies which Bank deems advisable. All sums so disbursed by Bank, as
         well as reasonable attorneys' fees incurred by Bank, whether in-house
         or outside counsel is used, court costs, expenses and other charges
         relating thereto, shall constitute Bank Expenses and are payable on
         demand.

         6.14 All financial statements and information relating to Borrower
which have been or may hereafter be delivered by Borrower to Bank are true and
correct and have been prepared in accordance with GAAP consistently applied and
there has been no material adverse change in the financial condition of Borrower
since the submission of such financial information to Bank.

         6.15 Financial Reporting.

                   a. Borrower at all times hereafter shall maintain a standard
         and modern system of accounting in accordance with GAAP consistently
         applied with ledger and account cards and/or computer tapes and
         computer disks, computer printouts and computer records pertaining to
         the Collateral which contain information as may from time to time be
         requested by Bank, not modify or change its method of accounting or
         enter into, modify or terminate any agreement presently existing, or at
         any time hereafter entered into with any third party accounting firm
         and/or service bureau for the preparation and/or storage of Borrower's
         accounting records without the written consent of Bank first obtained
         and without said accounting


                                       9
<PAGE>


         firm and/or service bureau agreeing to provide information regarding
         the Accounts and Borrower's financial condition to Bank; permit Bank
         and any of its employees, officers or agents, upon demand, during
         Borrower's usual business hours, or the usual business hour of third
         persons having control thereof, to have access to and examine all of
         Borrower's Books relating to the Collateral, Borrower's Indebtedness to
         Bank, Borrower's financial condition and the results of Borrower's
         operations and in connection therewith, permit Bank or any of its
         agents, employees or officers to copy and make extracts therefrom.

                   b. Borrower shall deliver to Bank: (1) within thirty (30)
         days after the end of each month, a company prepared balance sheet and
         profit and loss statement covering Borrower's operations; 2) within
         ninety (90) days after the end of each of Borrower's fiscal years a
         certified public accountants audited statements of the financial
         condition of Borrower for each such fiscal year, including but not
         limited to, a balance sheet and profit and loss statement and any other
         report requested by Bank relating to the Collateral and the financial
         condition of Borrower; and (3) and a certificate signed by an
         authorized employee of Borrower to the effect that all reports,
         statements, computer disk or tape files, computer printouts, computer
         runs, or other computer prepared information of any kind or nature
         relating to the foregoing or documents delivered or caused to be
         delivered to Bank under this subparagraph are complete, correct and
         thoroughly present the financial condition of Borrower and that there
         exists on the date of delivery to Bank no condition or event which
         constitutes a breach or Event of Default under this Agreement.

                   c. Cause each Guarantor to submit to Bank such Guarantor's
         financial statement, confirmed as to its correctness by Guarantor's
         signature, either on Bank's form or internally prepared within 120 days
         of the end of each fiscal year of Borrower.

                   d. In addition to the financial statements requested above,
         Borrower agrees to provide Bank with the following schedules:

                           (1) Accounts Receivable and Accounts Payable Agings
                   within 10 days of each month-end;

                           (2) Borrowing Base Certificate on a monthly basis;

                           (3) Compliance Certification within 30 days of each
                   month-end;

                           (4) Transaction reports, together with payments in
                  kind, including Collateral activity and appropriate loan
                  activity, certified by an authorized signer of Borrower within
                  10 days of each month -end; and

                           (5) a Customer Listing on a quarterly basis.

                           (6) Cancellation Reports on a monthly basis;

                           (7) Insurance Company concentration report on a
                   monthly basis.

                           (8) Account Receivable Reconciliation report within
                   10 days of the end of each month.

                           (9) Computation of ineligible Accounts within 10 days
                   of the end of each month.

         6.16 Borrower shall maintain the following financial ratios and
covenants, which shall be monitored on a monthly basis, except as noted below:

                   a. Working Capital in an amount not less than  $2,750,000.

                   b. Tangible Effective Net Worth in an amount not less than
         $3,000,000.

                   c. a ratio of Current Assets to Current Liabilities of not
         less than 1.25:1.00.

                   d.  a Debt-to-Worth Ratio of greater than 2.50:1.00.

                   e. Borrower shall not without Bank's prior written consent
         acquire or expend for or commit itself to acquire or expend for fixed
         assets by lease, purchase or otherwise in an aggregate amount that
         exceeds Fifty Thousand Dollars ($50,000) in any fiscal year; and

         All financial covenants shall be computed in accordance with GAAP
consistently applied except as otherwise specifically set forth in this
Agreement. All monies due from affiliates (including officers, directors and
shareholders) shall be excluded from Borrower's assets for all purposes
hereunder.

         6.17 Borrower shall promptly supply Bank (and cause any guarantor to
supply Bank) with such other information (including tax returns) concerning its
financial affairs (or that of any guarantor) as Bank may request from time to
time hereafter, and shall promptly notify Bank of any material adverse change in
Borrower's financial condition and of any condition or event which constitutes a
breach of or an event which constitutes an Event of Default under this
Agreement.

         6.18 Borrower is now and shall be at all times hereafter solvent and
able to pay its debts (including trade debts) as they mature.

         6.19 Borrower shall immediately and without demand reimburse Bank for
all sums expended by Bank in connection with any action brought by Bank to
correct any default or enforce any provision of this Agreement,


                                       10
<PAGE>

including all Bank Expenses; Borrower authorizes and approves all advances and
payments by Bank for items described in this Agreement as Bank Expenses.

         6.20 Each warranty, representation and agreement contained in this
Agreement shall be automatically deemed repeated with each advance and shall be
conclusively presumed to have been relied on by Bank regardless of any
investigation made or information possessed by Bank. The warranties,
representations and agreements set forth herein shall be cumulative and in
addition to any and all other warranties, representations and agreements which
Borrower shall give, or cause to be given, to Bank, either now or hereafter.

         6.21 Borrower shall keep all of its principal bank accounts with Bank
and shall notify Bank immediately in writing of the existence of any other bank
account, deposit account, or any other account into which money can be
deposited.

         6.22 Borrower shall furnish to Bank: (a) as soon as possible, but in no
event later than thirty (30) days after Borrower knows or has reason to know
that any reportable event with respect to any deferred compensation plan has
occurred, a statement of the chief financial officer of Borrower setting forth
the details concerning such reportable event and the action which Borrower
proposes to take with respect thereto, together with a copy of the notice of
such reportable event given to the Pension Benefit Guaranty Corporation, if a
copy of such notice is available to Borrower; (b) promptly after the filing
thereof with the United States Secretary of Labor or the Pension Benefit
Guaranty Corporation, copies of each annual report with respect to each deferred
compensation plan; (c) promptly after receipt thereof, a copy of any notice
Borrower may receive from the Pension Benefit Guaranty Corporation or the
Internal Revenue Service with respect to any deferred compensation plan;
provided, however, this subparagraph shall not apply to notice of general
application issued by the Pension Benefit Guaranty Corporation or the Internal
Revenue Service; and (d) when the same is made available to participants in the
deferred compensation plan, all notices and other forms of information from time
to time disseminated to the participants by the administrator of the deferred
compensation plan.

         6.23 Borrower is now and shall at all times hereafter remain in
compliance with all federal, state and municipal laws, regulations and
ordinances relating to the handling, treatment and disposal of toxic substances,
wastes and hazardous material and shall maintain all necessary authorizations
and permits.

 7.      EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an Event of Default by
Borrower under this Agreement:

                   a. If Borrower fails or neglects to perform, keep or observe
         any term, provision, condition, covenant, agreement, warranty or
         representation contained in this Agreement, or any other present or
         future document, instrument or agreement between Borrower and Bank;

                   b. If any representation, statement, report or certificate
         made or delivered by Borrower, or any of its officers, employees or
         agents to Bank is not true and correct;

                   c. If Borrower fails to pay when due and payable or declared
         due and payable, all or any portion of Borrower's Indebtedness (whether
         of principal, interest, taxes, reimbursement of Bank Expenses, or
         otherwise);

                   d. If there is a material impairment of the prospect of
         repayment of all or any portion of Borrower's Indebtedness or a
         material impairment of the value or priority of Bank's security
         interest in the Collateral;

                   e. If all or any of Borrower's assets are attached, seized,
         subject to a writ or distress warrant, or are levied upon, or come into
         the possession of any Judicial Officer or Assignee and the same are not
         released, discharged or bonded against within ten (10) days thereafter;

                   f. If any Insolvency Proceeding is filed or commenced by or
         against Borrower without being dismissed within ten (10) days
         thereafter;

                   g. If any proceeding is filed or commenced by or against
         Borrower for its dissolution or liquidation;

                   h. If Borrower is enjoined, restrained or in any way
         prevented by court order from continuing to conduct all or any material
         part of its business affairs;

                   i. If a notice of lien, levy or assessment is filed of record
         with respect to any or all of Borrower's assets by the United States
         Government, or any department, agency or instrumentality thereof, or by
         any state, county, municipal or other government agency, or if any
         taxes or debts owing at any time hereafter to any one or more of such
         entities becomes a lien, whether inchoate or otherwise, upon any or all
         of Borrower's assets and the same is not paid on the payment date
         thereof;

                   j. If a judgment or other claim becomes a lien or encumbrance
         upon any or all of Borrower's assets and the same is not satisfied,
         dismissed or bonded against within ten (10) days thereafter;

                   k. If Borrower's records are prepared and kept by an outside
         computer service bureau at the time this Agreement is entered into or
         during the term of this Agreement such an agreement with an outside
         service bureau is entered into, and at any time thereafter, without
         first obtaining the written consent of Bank, Borrower terminates,
         modifies, amends or changes its contractual relationship with said
         computer service bureau or said computer service bureau fails to
         provide Bank with any requested information or financial data
         pertaining to Bank's Collateral, Borrower's financial condition or the
         results of Borrower's operations;


                                       11
<PAGE>

                   l. If Borrower permits a default in any material agreement to
         which Borrower is a party with third parties so as to result in an
         acceleration of the maturity of Borrower's indebtedness to others,
         whether under any indenture, agreement or otherwise;

                   m. If Borrower makes any payment on account of indebtedness
         which has been subordinated to Borrower's Indebtedness to Bank except
         as otherwise permitted under the terms of this Agreement;

                   n. If any misrepresentation exists now or thereafter in any
         warranty or representation made to Bank by any officer or director of
         Borrower, or if any such warranty or representation is withdrawn by any
         officer or director;

                   o. If any party subordinating its claims to that of Bank's or
         any guarantor of Borrower's Indebtedness dies, terminates its
         subordination or guaranty, violates the terms of the subordination or
         guaranty, becomes insolvent, or an Insolvency Proceeding is commenced
         by or against any such subordinating party or guarantor;

                   p. If Borrower is an individual and Borrower dies;

                   q. If any reportable event, which Bank determines constitutes
         grounds for the termination of any deferred compensation plan by the
         Pension Benefit Guaranty Corporation or for the appointment by the
         appropriate United States District Court of a trustee to administer any
         such plan, shall have occurred and be continuing thirty (30) days after
         written notice of such determination shall have been given to Borrower
         by Bank, or any such Plan shall be terminated within the meaning of
         Title IV of the Employment Retirement Income Security Act ("ERISA"), or
         a trustee shall be appointed by the appropriate United States District
         Court to administer any such plan, or the Pension Benefit Guaranty
         Corporation shall institute proceedings to terminate any plan and in
         case of any event described in this Section 7, the aggregate amount of
         Borrower's liability to the Pension Benefit Guaranty Corporation under
         Sections 4062, 4063 or 4064 of ERISA shall exceed five percent (5%) of
         Borrower's Tangible Effective Net Worth.

                   Notwithstanding anything contained in Section 7 to the
         contrary, Bank shall refrain from exercising its rights and remedies
         and Event of Default shall thereafter not be deemed to have occurred by
         reason of the occurrence of any of the events set forth in Sections
         7.e, 7.f or 7.j of this Agreement if, within ten (10) days from the
         date thereof, the same is released, discharged, dismissed, bonded
         against or satisfied; provided, however, if the event is the
         institution of Insolvency Proceedings against Borrower, Bank shall not
         be obligated to make advances to Borrower during such cure period.

 8.      BANK'S RIGHTS AND REMEDIES.

         8.1 Upon the occurrence of an Event of Default by Borrower under this
Agreement, Bank may, at its election, without notice of its election and without
demand, do any one or more of the following, all of which are authorized by
Borrower:

                   a. Declare Borrower's Indebtedness, whether evidenced by this
         Agreement, installment notes, demand notes or otherwise, immediately
         due and payable to Bank;

                   b. Cease advancing money or extending credit to or for the
         benefit of Borrower under this Agreement, or any other agreement
         between Borrower and Bank;

                   c. Terminate this Agreement as to any future liability or
         obligation of Bank, but without affecting Bank's rights and security
         interests in the Collateral, and the Indebtedness of Borrower to Bank;

                   d. Without notice to or demand upon Borrower or any
         guarantor, make such payments and do such acts as Bank considers
         necessary or reasonable to protect its security interest in the
         Collateral. Borrower agrees to assemble the Collateral if Bank so
         requires and to make the Collateral available to Bank as Bank may
         designate. Borrower authorizes Bank to enter the premises where the
         Collateral is located, take and maintain possession of the Collateral
         and the premises (at no charge to Bank), or any part thereof, and to
         pay, purchase, contest or compromise any encumbrance, charge or lien
         which in the opinion of Bank appears to be prior or superior to its
         security interest and to pay all expenses incurred in connection
         therewith;

                   e. Without limiting Bank's rights under any security
         interest, Bank is hereby granted a license or other right to use,
         without charge, Borrower's labels, patents, copyrights, rights of use
         of any name, trade secrets, trade names, trademarks and advertising
         matter, or any property or a similar nature as it pertains to the
         Collateral, in completing production of, advertising for sale and
         selling any Collateral and Borrower's rights under all licenses and all
         franchise agreement shall inure to Bank's benefit, and Bank shall have
         the right and power to enter into sublicense agreements with respect to
         all such rights with third parties on terms acceptable to Bank;

                   f. Intentionally Omitted ;

                   g. Sell or dispose the Collateral at either a public or
         private sale, or both, by way of one or more contracts or transactions,
         for cash or on terms, in such manner and at such places (including
         Borrower's premises) as is commercially reasonable in the opinion of
         Bank. It is not necessary that the Collateral be present at any such
         sale. At any sale or other disposition of the Collateral pursuant to
         this Section, Bank disclaims all warranties which would otherwise be
         given under the Uniform Commercial Code, including without limitation a
         disclaimer of any warranty relating to title, possession, quiet
         enjoyment or the like, and Bank may communicate these disclaimers to a
         purchaser at such disposition. This disclaimer of warranties will not
         render the sale commercially unreasonable;


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<PAGE>

                   h. Bank shall give notice of the disposition of the
         Collateral as follows:

                           (1) Bank shall give Borrower and each holder of a
                   security interest in the Collateral who has filed with Bank a
                   written request for notice, a notice in writing of the time
                   and place of public sale, or, if the sale is a private sale
                   or some disposition other than a public sale is to be made of
                   the Collateral, the time on or after which the private sale
                   or other disposition is to be made;

                           (2) The notice shall be personally delivered or
                   mailed, postage prepaid, to Borrower's address appearing in
                   this Agreement, at least ten (10) calendar days before the
                   date fixed for the sale, or at least ten (10) calendar days
                   before the date on or after which the private sale or other
                   disposition is to be made, unless the Collateral is
                   perishable or threatens to decline speedily in value. Notice
                   to persons other than Borrower claiming an interest in the
                   Collateral shall be sent to such addresses as have been
                   furnished to Bank or as otherwise determined in accordance
                   with Section 9611 of the Uniform Commercial Code; and

                           (3) If the sale is to be a public sale, Bank shall
                   also give notice of the time and place by publishing a notice
                   one time at least ten (10) calendar days before the date of
                   the sale in a newspaper of general circulation in the county
                   in which the sale is to be held; and

                           (4) Bank may credit bid and purchase at any public
                   sale.

                   i. Borrower shall pay all Bank Expenses incurred in
         connection with Bank's enforcement and exercise of any of its rights
         and remedies as herein provided, whether or not suit is commenced by
         Bank;

                   j. Any deficiency which exists after disposition of the
         Collateral as provided above will be paid immediately by Borrower. Any
         excess will be returned, without interest and subject to the rights of
         third parties, to Borrower by Bank, or, in Bank's discretion, to any
         party who Bank believes, in good faith, is entitled to the excess;

                   k. Without constituting a retention of Collateral in
         satisfaction of an obligation within the meaning of 9620 of the Uniform
         Commercial Code or an action under California Code of Civil Procedure
         726, apply any and all amounts maintained by Borrower as deposit
         accounts (as that term is defined under 9102 of the Uniform Commercial
         Code) or other accounts that Borrower maintains with Bank against the
         Indebtedness;

                   l. The proceeds of any sale or other disposition of
         Collateral authorized by this Agreement shall be applied by Bank first
         upon all expenses authorized by the Uniform Commercial Code and all
         reasonable attorney fees and legal expenses incurred by Bank, whether
         in-house or outside counsel is used, the balance of the proceeds of the
         sale or other disposition shall be applied in the payment of the
         Indebtedness, first to interest, then to principal, then to remaining
         Indebtedness and the surplus, if any, shall be paid over to Borrower or
         to such other person(s) as may be entitled to it under applicable law.
         Borrower shall remain liable for any deficiency, which it shall pay to
         Bank immediately upon demand. Borrower agrees that Bank shall be under
         no obligation to accept any noncash proceeds in connection with any
         sale or disposition of Collateral unless failure to do so would be
         commercially unreasonable. If Bank agrees in its sole discretion to
         accept noncash proceeds (unless the failure to do so would be
         commercially unreasonable), Bank may ascribe any commercially
         reasonable value to such proceeds. Without limiting the foregoing, Bank
         may apply any discount factor in determining the present value of
         proceeds to be received in the future or may elect to apply proceeds to
         be received in the future only as and when such proceeds are actually
         received in cash by Bank; and

                   m. The following shall be the basis for any finder of fact's
         determination of the value of any Collateral which is the subject
         matter of a disposition giving rise to a calculation of any surplus or
         deficiency under Section 9615(f) of the Uniform Commercial Code: (i)
         The Collateral which is the subject matter of the disposition shall be
         valued in an "as is" condition as of the date of the disposition,
         without any assumption or expectation that such Collateral will be
         repaired or improved in any manner; (ii) the valuation shall be based
         upon an assumption that the transferee of such Collateral desires a
         resale of the Collateral for cash promptly (but no later than 30 days)
         following the disposition; (iii) all reasonable closing costs
         customarily borne by the seller in commercial sales transactions
         relating to property similar to such Collateral shall be deducted
         including, without limitation, brokerage commissions, tax prorations,
         attorney's fees, whether in-house or outside counsel is used, and
         marketing costs; (iv) the value of the Collateral which is the subject
         matter of the disposition shall be further discounted to account for
         any estimated holding costs associated with maintaining such Collateral
         pending sale (to the extent not accounted for in (iii) above), and
         other maintenance, operational and ownership expenses; and (v) any
         expert opinion testimony given or considered in connection with a
         determination of the value of such Collateral must be given by persons
         having at least 5 years experience in appraising property similar to
         the Collateral and who have conducted and prepared a complete written
         appraisal of such Collateral taking into consideration the factors set
         forth above. The "value" of any such Collateral shall be a factor in
         determining the amount of proceeds which would have been realized in a
         disposition to a transferee other than a secured party, a person
         related to a secured party or a secondary obligor under Section 9615(f)
         of the Uniform Commercial Code.

         8.2 In addition to any and all other rights and remedies available to
Bank under or pursuant to this Agreement or any other documents, instrument or
agreement contemplated hereby, Borrower acknowledges and agrees that (i) at any
time following the occurrence and during the continuance of any Event of
Default, and/or (ii) termination of Bank's commitment or obligation to make
loans or advances or otherwise extent credit to or in favor of Borrower
hereunder, in the event that and to the extent that there are any Letter of
Credit Obligations outstanding at such time, upon demand of Bank, Borrower shall
deliver to Bank, or cause to be delivered to Bank, cash collateral in an amount
not less than such Letter of Credit Obligations, which cash collateral shall be
held and retained by Bank as cash collateral for the repayment of such Letter of
Credit Obligations, together with any and all other Indebtedness of Borrower to
Bank remaining unpaid, and Borrower pledges to Bank and grants to Bank a
continuing first priority security interest in such cash collateral so delivered
to Bank. Alternatively, Borrower shall cause to be delivered to

                                       13
<PAGE>

Bank an irrevocable standby letter of credit issued in favor of Bank by a bank
acceptable to Bank, in its sole discretion, in an amount not less than such
Letter of Credit Obligations, and upon terms acceptable to Bank, in its sole
discretion.

         8.3 Bank's rights and remedies under this Agreement and all other
agreements shall be cumulative. Bank shall have all other rights and remedies
not inconsistent herewith as provided by law or in equity. No exercise by Bank
of one right or remedy shall be deemed an election, and no waiver by Bank of any
default on Borrower's part shall be deemed a continuing waiver. No delay by Bank
shall constitute a waiver, election or acquiescence by Bank.

9.       TAXES AND EXPENSES REGARDING BORROWER'S PROPERTY. If Borrower fails to
pay promptly when due to another person or entity, monies which Borrower is
required to pay by reason of any provision in this Agreement, Bank may, but need
not, pay the same and charge Borrower's loan account therefor, and Borrower
shall promptly reimburse Bank. All such sums shall become additional
indebtedness owing to Bank, shall bear interest at the rate hereinabove
provided, and shall be secured by all Collateral. Any payments made by Bank
shall not constitute (I) an agreement by it to make similar payments in the
future, or (ii) a waiver by Bank of any default under this Agreement. Bank need
not inquire as to, or contest the validity of, any such expense, tax, security
interest, encumbrance or lien and the receipt of the usual official notice of
the payment thereof shall be conclusive evidence that the same was validly due
and owing. Such payments shall constitute Bank Expenses and additional advances
to Borrower.

10.      WAIVERS.

         10.1 Borrower agrees that checks and other instruments received by Bank
in payment or on account of Borrower's Indebtedness constitute only conditional
payment until such items are actually paid to Bank and Borrower waives the right
to direct the application of any and all payments at any time or times hereafter
received by Bank on account of Borrower's Indebtedness and Borrower agrees that
Bank shall have the continuing exclusive right to apply and reapply such
payments in any manner as Bank may deem advisable, notwithstanding any entry by
Bank upon its books.

         10.2 Borrower waives demand, protest, notice of protest, notice of
default or dishonor, notice of payment and nonpayment, notice of any default,
nonpayment at maturity, release, compromise, settlement, extension or renewal of
any or all commercial paper, accounts, documents, instruments, chattel paper,
and guarantees at any time held by Bank on which Borrower may in any way be
liable.

         10.3 Bank shall not in any way or manner be liable or responsible for
(a) the safekeeping of the Collateral; (b) any loss or damage thereto occurring
or arising in any manner or fashion from any cause; (c) any diminution in the
value thereof; or (d) any act or default of any carrier, warehouseman, bailee,
forwarding agency or other person whomsoever.

         10.4 Borrower waives the right and the right to assert a confidential
relationship, if any, it may have with any accountant, accounting firm and/or
service bureau or consultant in connection with any information requested by
Bank pursuant to or in accordance with this Agreement, and agrees that a Bank
may contact directly any such accountants, accounting firm and/or service bureau
or consultant in order to obtain such information.

         10.5 THE UNDERSIGNED AND THE BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL
BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR
CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY
RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR
ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE INDEBTEDNESS.

         10.6 In the event that Bank elects to waive any rights or remedies
hereunder, or compliance with any of the terms hereof, or delays or fails to
pursue or enforce any term, such waiver, delay or failure to pursue or enforce
shall only be effective with respect to that single act and shall not be
construed to affect any subsequent transactions or Bank's right to later pursue
such rights and remedies.

11.      ONE CONTINUING LOAN TRANSACTION. All loans and advances heretofore, now
or at any time or times hereafter made by Bank to Borrower under this Agreement
or any other agreement between Bank and Borrower, shall constitute one loan
secured by Bank's security interests in the Collateral and by all other security
interests, liens, encumbrances heretofore, now or from time to time hereafter
granted by Borrower to Bank.

Notwithstanding the above, (i) to the extent that any portion of the
Indebtedness is a consumer loan, that portion shall not be secured by any deed
of trust or mortgage on or other security interest in Borrower's principal
dwelling which is not a purchase money security interest as to that portion,
unless expressly provided to the contrary in another place, or (ii) if Borrower
(or any of them) has (have) given or give(s) Bank a deed of trust or mortgage
covering real property, that deed of trust or mortgage shall not secure the loan
and any other Indebtedness of Borrower (or any of them), unless expressly
provided to the contrary in another place.

12.      NOTICES. Unless otherwise provided in this Agreement, all notices or
demands by either party on the other relating to this Agreement shall be in
writing and sent by regular United States mail, postage prepaid, properly
addressed to Borrower or to Bank at the addresses stated in this Agreement, or
to such other addresses as Borrower or Bank may from time to time specify to the
other in writing. Requests to Borrower for information made by Bank from time to
time hereunder may be made orally or in writing at Bank's discretion.

13.      AUTHORIZATION TO DISBURSE. Bank is hereby authorized to make loans and
advances hereunder upon telephonic or other instructions received from anyone
purporting to be an officer, employee, or representative of Borrower, or at the
discretion of Bank if said loans and advances are necessary to meet any
Indebtedness of Borrower to Bank. Bank shall have no duty to make inquiry or
verify the authority of any such party, and Borrower shall hold Bank harmless
from any damage, claims or liability by reason of Bank's honor of, or failure to
honor, any such instructions.


                                       14
<PAGE>


14.      PAYMENTS.  Borrower hereby authorizes Bank to deduct the full amount of
any interest, fees, costs, or Bank Expenses due under this Agreement and not
paid or collected when due in accordance with the terms and conditions hereof
from any account maintained by Borrower with Bank. Should there be insufficient
funds in any such account to pay all such sums when due, the full amount of such
deficiency shall be immediately due and payable by Borrower; provided, however,
that Bank shall not be obligated to advance funds to cover any such payment.

15.      DESTRUCTION OF BORROWER'S DOCUMENTS. Any documents, schedules, invoices
or other papers delivered to Bank, may be destroyed or otherwise disposed of by
Bank six (6) months after they are delivered to or received by Bank, unless
Borrower requests, in writing, the return of the said documents, schedules,
invoices or other papers and makes arrangements, at Borrower's expense, for
their return.

16.      CHOICE OF LAW. The validity of this Agreement, its construction,
interpretation and enforcement, and the rights of the parties hereunder and
concerning the Collateral, shall be determined according to the laws of the
State of California. The parties agree that all actions or proceedings arising
in connection with this Agreement shall be tried and litigated only in the state
and federal courts in the Northern District of California or the County of Santa
Clara.

17.      GENERAL PROVISIONS.

         17.1 This Agreement shall be binding and deemed effective when executed
by Borrower and accepted and executed by Bank at its Western Division
headquarters office.

         17.2 This Agreement shall bind and inure to the benefit of the
respective successors and assigns of each of the parties; provided, however,
that Borrower may not assign this Agreement or any rights hereunder without
Bank's prior written consent and any prohibited assignment shall be absolutely
void. No consent to an assignment by Bank shall release Borrower or any
guarantor from their obligations to Bank. Bank may assign this Agreement and its
rights and duties hereunder. Bank reserves the right to sell, assign, transfer,
negotiate or grant participations in all or any part of, or any interest in
Bank's rights and benefits hereunder. In connection therewith, Bank may disclose
all documents and information which Bank now or hereafter may have relating to
Borrower or Borrower's business.

         17.3 Paragraph headings and paragraph numbers have been set forth
herein for convenience only; unless the contrary is compelled by the context,
everything contained in each paragraph applies equally to this entire Agreement.
Unless the context of this Agreement clearly requires otherwise, references to
the plural include the singular, references to the singular include the plural,
and the term "including" is not limiting. The words "hereof," "herein,"
"hereby," "hereunder," and similar terms in this Agreement refer to this
Agreement as a whole and not to any particular provision of this Agreement.

         17.4 Neither this Agreement nor any uncertainty or ambiguity herein
shall be construed or resolved against Bank or Borrower, whether under any rule
of construction or otherwise; on the contrary, this Agreement has been reviewed
by all parties and shall be construed and interpreted according to the ordinary
meaning of the words used so as to fairly accomplish the purposes and intentions
of all parties hereto.

         17.5 Each provision of this Agreement shall be severable from every
other provision of this Agreement for the purpose of determining the legal
enforceability of any specific provision.

         17.6 This Agreement cannot be changed or terminated orally. This
Agreement contains the entire agreement of the parties hereto and supersedes all
prior agreements, understandings, representations, warranties and negotiations,
if any, related to the subject matter hereof, and none of the parties shall be
bound by anything not expressed in writing.

         17.7 The parties intend and agree that their respective rights, duties,
powers, liabilities, obligations and discretions shall be performed, carried
out, discharged and exercised reasonably and in good faith.

         17.8 In addition, if this Agreement is secured by a deed of trust or
mortgage covering real property, then the trustor or mortgagor shall not
mortgage or pledge the mortgaged premises as security for any other indebtedness
or obligations. This Agreement, together with all other indebtedness secured by
said deed of trust or mortgage, shall become due and payable immediately,
without notice, at the option of Bank, (a) if said trustor or mortgagor shall
mortgage or pledge the mortgaged premises for any other indebtedness or
obligations or shall convey, assign or transfer the mortgaged premises by deed,
installment sale contract or other instrument; (b) if the title to the mortgaged
premises shall become vested in any other person or party in any manner
whatsoever, or (c) if there is any disposition (through one or more
transactions) of legal or beneficial title to a controlling interest of said
trustor or mortgagor.

         17.9 Each undersigned Borrower hereby agrees that it is jointly and
severally, directly, and primarily liable to Bank for payment and performance in
full of all duties, obligations and liabilities under this Agreement and each
other document, instrument and agreement entered into by Borrower with or in
favor of Bank in connection herewith, and that such liability is independent of
the duties, obligations and liabilities of any other Borrower or any other
guarantor of the Indebtedness, as applicable. Each reference herein to Borrower
shall mean each and every Borrower party hereto, individually and collectively,
jointly and severally.

         17.10 This Agreement may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement. This Agreement,
together with each other document, instrument and agreement entered into with or
in favor of Bank in connection herewith and in connection with the Prior
Agreement, to the extent not amended and restated hereby, constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and, as applicable amends and restates in full the Prior Agreement and any other
agreement, written or oral, with respect thereto. Borrower ratifies and
reaffirms the continuing effectiveness of all promissory notes, guaranties,
security agreements, mortgages, deeds of trust, environmental agreements, and
all other instruments, documents and agreements entered into in connection with
the Prior Agreement that are not amended and restated in connection with this
Agreement.


                                       15
<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Loan and Security
Agreement (Accounts ) to be executed as of the date first hereinabove written.



Accepted and effective as of: May      , 2004
at Bank's Western Division Headquarters Office    BORROWER:

                                                  LIBERTY PREMIUM FINANCE, INC.,
                                                  a California corporation

COMERICA   BANK,
a Michigan banking corporation


                                                  By: /s/ Susan C. Scurti
                                                  ------------------------------
                                                        Susan C. Scurti
                                                        Vice President

By: /s/ Matthew Taylor
   -------------------------------
   Matthew Taylor
   Vice President Western Division

Address for Notices:                              Address for Notices:

                                                  12641 166th Street
75 East Trimble Road                              Cerritos, CA 90703
San Jose, California 95131
Attn:    Credit Manager
Fax number:(408) 556-5097



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