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                                                                   Exhibit 10.4

                             LOAN AND SECURITY AGREEMENT

                                                         
          This LOAN AND SECURITY AGREEMENT is entered into as of AUGUST 4, 
1998 between FREMONT FINANCIAL CORPORATION, a California corporation 
(FREMONT), with a place of business located at 2020 Santa Monica Boulevard, 
Suite 500, Santa Monica, California 90404-2023 and EIP MICROWAVE, INC., a 
Delaware corporation (BORROWER), with its chief executive office located at 
6950 SW Hampton Street, Suite 200, Portland, Oregon 97223.

The parties agree as follows:

1.   DEFINITIONS AND CONSTRUCTION

          1.1  TERMS. In addition to the terms that are defined within this 
Agreement, the following terms shall have the following definitions when used 
in this Agreement:

ACCOUNT DEBTOR means any Person who is or who may become obligated under, with
respect to, or on account of an Account.

ACCOUNTS means all presently existing and hereafter arising accounts 
receivable, contract rights, and all other forms of obligations owing to 
Borrower arising out of the sale or lease of goods or the rendition of 
services by Borrower, whether or not earned by performance, all credit 
insurance, guaranties, and other security therefor, as well as all goods 
returned to or reclaimed by Borrower, and Borrower's Books relating to any of 
the foregoing.

AGREEMENT means this Loan and Security Agreement and any riders, addenda, 
extensions, supplements, amendments or modifications to or in connection with 
this Loan and Security Agreement.

AUTHORIZED REPRESENTATIVE means any officer, employee or other representative 
of Borrower authorized in writing by Borrower to transact business with 
Fremont.

BANKRUPTCY CODE means the United States Bankruptcy Code (11 U.S.C. Sections 
101 ET SEQ.), as amended, and any successor statute.

BORROWER'S BOOKS means all of Borrower's books and records including all of 
the following: ledgers; records indicating, summarizing or evidencing 
Borrower's assets (including the Collateral) or liabilities; all information 
relating to Borrower's business operations or financial condition; and all 
computer programs, disk or tape files, printouts, runs or other computer 
prepared information, and the equipment containing such information.

BUSINESS DAY means any day which is not a Saturday, Sunday or other day on 
which banks in the State of California are authorized or required to close.

CODE means the California Uniform Commercial Code, as amended from time to 
time.

COLLATERAL means all of the following: the Accounts; the Equipment; the 
General Intangibles; the Inventory; the Negotiable Collateral; any money or 
other assets of Borrower which hereafter come into the possession, custody or 
control of Fremont; and all proceeds and products, whether tangible or 
intangible, of any of the foregoing, including proceeds of insurance covering 
any or all of the Collateral, and any and all Accounts, Equipment, General 
Intangibles, Inventory, Negotiable Collateral, money, deposit accounts or 
other tangible or intangible property resulting from the sale or other 
disposition of the Collateral, or any portion thereof or interest therein, 
and the proceeds thereof.

ELIGIBLE ACCOUNTS means those Accounts created by Borrower in the ordinary 
course of business that arise out of Borrower's sale of goods or rendition of 
services, are owing from Account Debtors that are acceptable to Fremont, 
strictly comply with all of Borrower's representations and warranties to 
Fremont and are, and at all times continue to be, acceptable to Fremont in 
all respects; PROVIDED, HOWEVER, that standards of eligibility may be fixed 
and revised from time to time by Fremont in Fremont's exclusive judgment. In 
determining such eligibility, Fremont may, but is not obligated to, rely on 
agings, reports and schedules of Accounts furnished by Borrower, but reliance 
by Fremont thereon from time to time shall not be deemed to limit Fremont's 
right to revise standards of eligibility at any time as to Borrower's present 
and future Accounts.  Eligible Accounts shall not include any of the 
following: (a) Accounts which he Account Debtor has failed to pay within 90 
days after the original invoice date; (b) all Accounts owed by any Account 
Debtor that has failed to pay fifty percent (50%) or more of its Accounts 
owed to Borrower within 90 days after the original invoice date; (c) Accounts 
with respect to which the Account Debtor is an officer, director, employee or 
agent of Borrower; (d) Accounts with respect to which the Account Debtor is a 
subsidiary of, related to, affiliated with or has common shareholders, 
officers or directors with Borrower; (e) Accounts with respect to which goods 
are placed on consignment, guaranteed sale, sale or return, sale on approval, 
bill and hold, or which contain other terms by reason of which payment by the 
Account Debtor may be conditional;  (f) Accounts with respect to which the 
Account Debtor is not a resident of the United States *; (g) Accounts with 
respect to which the Account Debtor is the United States or any department, 
agency or instrumentality of the United States; (h) Accounts with respect to 
which Borrower is or may become liable to the Account Debtor for goods sold 
or services rendered by the Account Debtor to Borrower or, for any other 
reason, are subject to any right of offset in favor of the Account Debtor **; 
(i) Accounts with respect to an Account Debtor whose total obligations to 
Borrower exceed fifteen percent (15%) of all Accounts, to the extent such 
obligations exceed such percentage ***;  (j) Accounts with respect to which 
the Account Debtor disputes liability or makes any claim with respect 
thereto, or is subject to any Insolvency Proceeding, or becomes insolvent, or 
goes out of business; (k) Accounts that represent progress billings or other 
advance billings that are due prior to the completion of performance by 
Borrower of the subject contract for goods or services; or (l) Accounts that 
are payable in currency other than United States dollars.

*    AND FOR WHICH BORROWER HAS NOT OBTAINED CREDIT INSURANCE OR A LETTER OF 
CREDIT WHICH, IN EITHER CASE, IS SATISFACTORY TO FREMONT IN ITS SOLE 
DISCRETION

**   PROVIDED THAT SUCH ACCOUNTS SHALL ONLY BE INELIGIBLE TO THE EXTENT OF 
SUCH OFFSET OR POTENTIAL OFFSET


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***  PROVIDED, HOWEVER, THAT WITH RESPECT TO ACCOUNTS FOR WHICH EITHER 
HEWLETT PACKARD OR MANTECH SYSTEMS IS THE ACCOUNT DEBTOR, SUCH PERCENTAGE 
SHALL BE 60%

ELIGIBLE INVENTORY means [Not Applicable]

ENVIRONMENTAL LAW means the Comprehensive Environmental Response, 
Compensation, and Liability Act of 1980, as amended, the Resource 
Conservation and Recovery Act of 1976, the Hazardous Materials Transportation 
Act, the Toxic Substances Control Act, the regulations pertaining to such 
statutes, and any other safety, health or environmental statutes, laws, 
regulations or ordinances of the United States or of any state, county or 
municipality in which Borrower conducts its business or the Collateral is 
located.

EQUIPMENT means all of Borrower's present and hereafter acquired equipment, 
machinery, machine tools, motors, furniture, furnishings, fixtures, motor 
vehicles, rolling stock, processors, tools, parts, dies, jigs, goods (other 
than consumer goods, farm products or Inventory), wherever located, and any 
interest of Borrower in any of the foregoing, and all attachments, 
accessories, accessions, replacements, substitutions, additions and 
improvements to any of the foregoing, wherever located.

ERISA means the Employee Retirement Income Security Act of 1974, as amended, 
and the regulations thereunder.

ERISA AFFILIATE means each trade or business (whether or not incorporated and 
whether or not foreign) which is or may hereafter become a member of a group 
of which Borrower is a member and which is treated as a single employer under 
ERISA Section 4001(b)(l), or IRC Section 414.

EVENT OF DEFAULT means the events specified in SECTION 8.

FREMONT EXPENSES means all of the following: costs and expenses (including 
taxes, assessments and insurance premiums) required to be paid by Borrower 
under any of the Loan Documents which are paid or advanced by Fremont; 
filing, recording, publication, appraisal (including periodic Collateral 
appraisals), real estate survey, environmental audit and search fees 
assessed, paid or incurred by Fremont in connection with Fremont's 
transactions with Borrower; costs and expenses incurred by Fremont in the 
disbursement or collection of funds to or from Borrower; charges resulting 
from the dishonor of checks; costs and expenses paid or incurred by Fremont 
to correct any default or enforce any provision of the Loan Documents, or in 
gaining possession of, maintaining, handling, preserving, storing, shipping, 
selling, preparing for sale or advertising to sell the Collateral, or any 
portion thereof, irrespective of whether a sale is consummated; costs and 
expenses paid or incurred by Fremont that result from third party claims 
against Fremont covered by Borrower's indemnification of Fremont in SECTION 
11.4; costs and expenses paid or incurred by Fremont in enforcing or 
defending the Loan Documents; and Fremont's reasonable attorneys fees and 
expenses incurred (including the allocated costs of Fremont's in-house 
counsel) in advising, structuring, drafting, reviewing, administering, 
amending, terminating, enforcing, defending or otherwise representing Fremont 
in connection with the Loan Documents or the Obligations (including attorneys 
fees and expenses incurred in connection with a workout, a restructuring, an 
action to lift the automatic stay of Section 362 of the Bankruptcy Code, any 
other action or participation by Fremont in an Insolvency Proceeding 
concerning Borrower or any guarantor of the Obligations or any defense or 
participation by Fremont in any lender liability, preference or fraudulent 
conveyance actions).

GENERAL INTANGIBLES means all of Borrower's present and future general 
intangibles and other personal property (including contract rights, rights 
arising under common law, statutes or regulations, choses or things in 
action, goodwill, patents, trade names, trademarks, service marks, 
copyrights, blueprints, drawings, purchase orders, customer lists, monies due 
or recoverable from pension funds, monies due under any royalty or licensing 
agreements, route lists, infringement claims, computer programs, computer 
discs, computer tapes, literature, reports, catalogs, deposit accounts, 
insurance premium rebates, tax refunds and tax refund claims) other than 
goods and Accounts, and Borrower's Books relating to any of the foregoing.

HAZARDOUS MATERIAL means any substance, material, emission or waste which is 
or hereafter becomes regulated or classified as a hazardous substance, 
hazardous material, toxic substance or solid waste under any Environmental 
Law, asbestos, petroleum products, urea formaldehyde, polychlorinated 
biphenyls (PCBs), radon and any other hazardous or toxic substance, material, 
emission or waste.

INSOLVENCY PROCEEDING means any proceeding commenced by or against any Person 
under any provision of the Bankruptcy Code or under any other bankruptcy or 
insolvency law, including assignments for the benefit of creditors, formal or 
informal moratoria, compositions, extensions generally with its creditors or 
proceedings seeking reorganization, liquidation, arrangement or other similar 
relief.

INVENTORY means all present and future inventory in which Borrower has any 
interest, including goods held for sale or lease or to be furnished under a 
contract of service, Borrower's present and future raw materials, work in 
process, finished goods and materials used in or consumed in Borrower's 
business, goods which have been returned to, repossessed by or stopped in 
transit by Borrower, packing and shipping materials, wherever located, any 
documents of title representing any of the above, and Borrower's Books 
relating to any of the foregoing.

IRC means the Internal Revenue Code of 1986, as amended, and the regulations 
thereunder.

LOAN DOCUMENTS means, collectively, this Agreement, any Notes, any security 
agreements, pledge agreements, deeds of trust, mortgages or other 
encumbrances or agreements which secure the Obligations, any guaranties of 
the Obligations, any lock box or blocked account agreements and any other 
agreement entered into between Borrower or any guarantor of the Obligations 
and Fremont relating to or in connection with this Agreement.

MULTIEMPLOYER PLAN means a MULTIEMPLOYER PLAN as defined in ERISA Sections 
3(37) or 4001(a)(3) or IRC Section 414(f) which covers employees of Borrower 
or any ERISA Affiliate.

NEGOTIABLE COLLATERAL means all of Borrower's present and future letters of 
credit, notes, drafts, instruments, certificated and uncertificated 
securities, securities entitlements, securities accounts, documents, leases 
and chattel paper, and Borrower's Books relating to any of the foregoing.


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NOTE means any promissory note made by Borrower to the order of Fremont 
concurrently herewith or at any time hereafter.

OBLIGATIONS means all loans, advances, debts, liabilities (including all 
amounts charged to Borrower's loan account pursuant to any agreement 
authorizing Fremont to charge Borrower's loan account), obligations, fees, 
lease payments, guaranties, covenants and duties owing by Borrower to Fremont 
of any kind and description (whether pursuant to or evidenced by the Loan 
Documents, by any note or other instrument or by any other agreement between 
Fremont and Borrower, and irrespective of whether for the payment of money), 
whether direct or indirect, absolute or contingent, due or to become due, now 
existing or hereafter arising, including any debt, liability or obligation 
owing from Borrower to others which Fremont may obtain by assignment or 
otherwise, and all interest thereon, including any interest that, but for the 
provisions of the Bankruptcy Code, would have accrued, and all Fremont 
Expenses which Borrower is required to pay or reimburse pursuant to the Loan 
Documents, by law or otherwise.

PERSON means and includes natural persons, corporations, limited 
partnerships, general partnerships, joint ventures, trusts, land trusts, 
business trusts or other organizations, irrespective of whether they are 
legal entities, and governments and agencies and political subdivisions 
thereof.

PLAN means any plan described in ERISA Section 3(2) maintained for employees 
of Borrower or any ERISA Affiliate, other than a Multiemployer Plan.

REFERENCE RATE means the variable rate of interest, per annum, published by 
The Wall Street Journal as the "Prime Rate" and based on "the base rate on 
corporate loans posted by at least 75% of the nation's 30 largest banks". The 
Reference Rate is nothing more nor less than an index for determining the 
interest rate payable under the terms of this Agreement. The Reference Rate 
is not necessarily the best rate, or any other definition of rates, offered 
by the banks that establish the rate or by Fremont. In the event The Wall 
Street Journal ceases to publish the "Prime Rate", Fremont may substitute any 
similar index for the Reference Rate.

TERM LOAN means any term loan made by Fremont to Borrower, evidenced by and 
repayable in accordance with the terms and conditions of a Note.

     1.2  CONSTRUCTION. Unless the context of this Agreement clearly requires 
otherwise, references to the plural include the singular, references to the 
singular include the plural, the term "including" is not limiting and the 
term "or" has the inclusive meaning generally represented by the phrase 
"and/or". The weeds 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. Section, subsection, clause, exhibit and 
schedule references are to this Agreement unless otherwise specified. Any 
reference in this Agreement or in any of the other Loan Documents to this 
Agreement or any of the other Loan Documents shall include all alterations, 
amendments, changes, extensions, modifications, renewals, replacements, 
substitutions and supplements thereto and thereof.

     1.3  ACCOUNTING TERMS.  All accounting terms not specifically defined 
herein shall be construed in accordance with generally accepted accounting 
principles (GAAP) as in effect from time to time. When used herein, the term 
FINANCIAL STATEMENTS shall include the notes and schedules thereto.

     1.4  RIDERS, EXHIBITS, ETC. The Conditions Precedent Rider to this 
Agreement and all of the other riders, exhibits, addenda and schedules to 
this Agreement shall be deemed incorporated herein by reference.

     1.5  CODE. Any terms used in this Agreement which are defined in the 
Code shall be construed and defined as set forth in the Code unless otherwise 
defined herein.

2.        ADVANCES AND TERMS OF PAYMENT

          2.1  LOANS.

          A.   REVOLVING ADVANCES; REVOLVING ADVANCE LIMIT. Upon the request 
of Borrower, made at any time or from time to time during the term hereof, 
and so long as no Event of Default has occurred and is continuing, Fremont 
shall, in its sole and absolute discretion, make advances (the REVOLVING 
ADVANCES) to Borrower in an amount up to 85% of the aggregate outstanding 
amount of Eligible Accounts; PROVIDED, HOWEVER, that in no event shall the 
aggregate amount of the outstanding Revolving Advances be greater than, at 
any time, the sum of $1,000,000 (the REVOLVING ADVANCE LIMIT).  Fremont may 
reduce its advance rates on Eligible Accounts, reduce the Revolving Advance 
Limit or establish reserves with respect to borrowing availability if Fremont 
determines, in its sole discretion, that there has occurred, or is likely to 
occur, an impairment of the prospect of repayment of all or any portion of 
the Obligations, the value of the Collateral or the validity or priority of 
Fremont's security interests in the Collateral. Without limiting the 
foregoing, a permanent reserve against borrowing availability shall exist in 
the amount of Fifty Thousand Dollars ($50,000).

          B.   TERM LOAN.  Concurrently with the funding of the initial 
Revolving Advance, Fremont will make a Term Loan to Borrower in the original 
principal amount of $500,000, to be evidenced by and repayable in accordance 
with the terms and conditions of a Note of even date herewith. Such Term Loan 
and any other Term Loan subsequently made by Fremont to Borrower shall 
constitute Obligations and shall be secured by the Collateral.  The 
occurrence of a default under such Note or under any Note made in respect of 
any subsequent Term Loan shall constitute an Event of Default hereunder.

          C.   ADVANCE LIMIT. The sum of the Revolving Advance Limit -- the 
principal amount of all Term Loans outstanding from time to time, if any, is 
referred to herein as the ADVANCE LIMIT.

          2.2  OVERADVANCES.  All Revolving Advances made hereunder shall be 
added to and deemed part of the Obligations when made.  If, at any time and 
for any reason, the aggregate amount of the outstanding Revolving Advances 
exceeds the dollar or percentage limitations contained in SECTION 2.LA (an 
OVERADVANCE), then Borrower shall, upon demand by Fremont, immediately pay to 
Fremont, in cash, the amount of such excess.


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          2.3  OVERADVANCE FEE. Without affecting Borrower's obligation to 
immediately repay to Fremont the amount of each Overadvance in accordance 
with the provisions of SECTION 2.2, in the event Fremont agrees to permit any 
Overadvance to exist and continue and in consideration for permitting such 
Overadvance to exist and continue, Fremont shall be entitled, in its sole 
discretion, to charge Borrower a fee in an amount equal to Four Hundred Fifty 
Dollars ($450) per day for each day any Overadvance exists or, alternatively, 
such other fee as Fremont and Borrower may agree to at the time the 
Overadvance is made or discovered.
          
          2.4  AUTHORIZATION TO MAKE REVOLVING ADVANCES. Borrower hereby 
authorizes Fremont to make Revolving Advances based upon telephonic or other 
instructions received from anyone purporting to be an Authorized 
Representative, or, at the discretion of Fremont without instructions from or 
notice to Borrower, if such Revolving Advances are necessary to satisfy any 
Obligations. All requests for Revolving Advances hereunder shall specify the 
date on which the requested Revolving Advance is to be made (which day shall 
be a day that Fremont is open for business) and the amount of the requested 
Revolving Advance. Requests received after 11:00 a.m. Pacific time on any day 
shall be deemed to have been made as of the opening of business on the 
immediately following Business Day. All Revolving Advances made under this 
Agreement shall be conclusively presumed to have been made to, at the request 
of, and for the benefit of Borrower when deposited to the credit of Borrower 
or otherwise disbursed in accordance with the instructions of Borrower or in 
accordance with the terms and conditions of this Agreement.

          2.5  INTEREST.

          A.   BASIC RATE; DEFAULT RATE. Except where specified to the 
contrary in any Loan Document, the aggregate outstanding amount of all 
Obligations shall bear interest at the rate of 3.5% per annum above the 
Reference Rate. The aggregate outstanding amount of all Obligations shall 
bear interest, from and after written notice by Fremont to Borrower of the 
occurrence of an Event of Default and without constituting a waiver of any 
such Event of Default, at the rate of 6.75% per annum above the Reference 
Rate; PROVIDED HOWEVER, that in the event an Insolvency Proceeding is 
commenced by or against Borrower, Fremont may charge such default rate of 
interest without providing written notice thereof to Borrower. All interest 
payable under the Loan Documents shall be computed on the basis of a three 
hundred sixty (360) day year for the actual number of days elapsed, based on 
the aggregate amount of the Obligations that are outstanding on each day. 
Interest shall continue to accrue until all of the Obligations are paid in 
full.

          B.   INITIAL RATE. The Reference Rate as of the date of this 
Agreement is 8.5% per annum, and. therefore, the effective rate of interest 
hereunder as of the date of this Agreement is 12.0% per annum. The interest 
rate payable by Borrower under the terms of this Agreement shall be adjusted 
in accordance with any change in the Reference Rate from time to time on the 
date of any such change. All interest payable by Borrower shall be due and 
payable on the first day of each calendar month during the term of this 
Agreement.

          C.   MINIMUM INTEREST.  Notwithstanding anything to the contrary 
contained in the Loan Documents, Borrower shall pay Fremont a minimum annual 
interest charge in respect of the Obligations equal to: $90,000 per Contract 
Year. *

*    FOR THE PURPOSES OF THIS PARAGRAPH, "CONTRACT YEAR" SHALL MEAN THAT 
CERTAIN 12-MONTH PERIOD BEGINNING WITH THE DATE ON WHICH FREMONT FIRST 
ADVANCES FUNDS TO BORROWER HEREUNDER (THE "INITIAL FUNDING DATE") AND ENDING 
ON THE DATE IMMEDIATELY PRECEDING THE ONE-YEAR ANNIVERSARY OF THE INITIAL 
FUNDING DATE. NOTWITHSTANDING THE PROVISIONS OF THIS PARAGRAPH, MINIMUM 
INTEREST SHALL NOT APPLY IN ANY CONTRACT YEAR DURING WHICH AN EARLY 
TERMINATION FEE IS PAID PURSUANT TO THE TERMS OF THIS AGREEMENT.

          2.6  VERIFICATION AND COLLECTION OF ACCOUNTS. Fremont or Fremont's 
designee may, at any time, with or without notice to Borrower, (a) notify 
Account Debtors of Borrower that the Accounts have been assigned to Fremont 
and that Fremont has a security interest in the Accounts; (b) contact Account 
Debtors of Borrower, either in writing or by telephone, for the purpose of 
verifying the validity, amount or any other matter relating to any Accounts; 
and (c) collect the Accounts directly and charge the collection costs and 
expenses to Borrower's loan account. Unless and until Fremont begins direct 
collection of the Accounts or gives Borrower other written instructions, 
Borrower shall collect all Accounts and the proceeds of other Collateral for 
the benefit of Fremont, receive in trust all payments thereon as Fremont's 
trustee and immediately deliver said payments to Fremont in their original 
form as received by Borrower (subject to the terms of any lockbox, blocked 
account or similar agreement entered into for the purpose of collection of 
the Accounts).

          2.7  CREDITING PAYMENTS. For the purpose of calculating the 
availability of Revolving Advances under SECTION 2.1A, the receipt by Fremont 
of any wire transfer of funds, check or other item of payment shall be 
applied immediately to provisionally reduce the Obligations, but such receipt 
shall not be considered a payment on account unless such wire transfer is of 
immediately available federal funds and is made to the appropriate deposit 
account of Fremont or unless and until such check or other item of payment is 
honored when presented for payment. For the purpose of calculating interest 
under SECTION 2.5A, the receipt by Fremont of any wire transfer of funds, 
check or other item of payment shall be deemed to have occurred five (5) 
Business Days after the date Fremont actually receives such item of payment. 
In the event any check or other item of payment is not honored when presented 
for payment, Borrower shall be deemed not to have made such payment. 
Notwithstanding anything to the contrary contained herein, any wire transfer, 
check or other item of payment received by Fremont after 11:00 a.m. Pacific 
time shall be deemed to have been received by Fremont as of the opening of 
business on the immediately following Business Day.

          2.8  ANNUAL FACILITY FEE. Borrower shall pay Fremont an annual fee 
(the ANNUAL FACILITY FEE) in the amount of $15,000. The Annual Facility Fee 
shall be fully earned and is due and payable on the date that the initial 
Revolving Advance hereunder and thereafter annually on the anniversary of the 
date of this Agreement for the entire term of this Agreement, including all 
renewal terms, or so long as any of the Obligations are outstanding.

          2.9  LOAN ORIGINATION FEE. [Not Applicable]
          
          2.10 UNUSED LINE FEE. [Not Applicable]
          
          2.11 SERVICING FEE. [Not Applicable].


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          2.12 MAINTENANCE FEE. [Not Applicable]
          
          2.13 AUDIT FEE. Borrower shall pay Fremont an audit fee in an 
amount equal to $600 per day plus out of-pocket expenses incurred by Fremont 
for each audit or examination of Borrower performed by Fremont.
          
          2.14 LATE REPORTING FEE. Borrower shall pay Fremont a fee in an 
amount equal to Fifty Dollars ($50.00) per document per day for each Business 
Day any report, financial statement or schedule required to be delivered to 
Fremont by this Agreement is past due.

          2.15 MISCELLANEOUS FEES. Borrower shall pay Fremont its customary 
fees for wire transfers (including a premium for early and late transfers), 
returned checks, letter of credit guarantees and any other services provided 
by Fremont to Borrower that are incidental to this Agreement. Upon Borrower's 
request, Fremont shall provide Borrower with a written schedule of the 
amounts of all such miscellaneous fees.

     2.16 MAXIMUM CHARGES. In no event shall interest on the Obligations 
exceed the highest lawful rate in effect from time to time. It is not the 
intention of the parties hereto to make an agreement which violates any 
applicable state or federal usury laws. In no event shall Borrower pay or 
Fremont accept or charge any interest which, together with any other charges 
upon the principal or any portion thereof, exceeds the maximum lawful rate of 
interest allowable under any applicable state or federal usury laws. Should 
any provision of this Agreement or any existing or future Notes or Loan 
Documents between the parties be construed to require the payment of interest 
which, together with any other charges upon the principal or any portion 
thereof, exceeds the maximum lawful rate of interest, then any such excess 
shall he applied to the remaining principal balance, if any, and the 
remainder refunded to Borrower.

          2.17 MONTHLY STATEMENTS. Fremont shall render monthly statements to 
Borrower of all Obligations, including statements of all principal, interest, 
fees and Fremont Expenses charged, and such statements shall be conclusively 
presumed to be correct and accurate and constitute an account stated between 
Borrower and Fremont unless, within thirty (30) days after receipt thereof by 
Borrower, Borrower shall deliver to Fremont, by registered or certified mail 
or overnight courier service, at Fremont's address stated in SECTION 12, 
written objection to Fremont's statement specifying the error or errors, if 
any, contained in such statements.
          
          2.18 PAYMENT MECHANICS. As an administrative convenience to 
Borrower to ensure the timely payment of amounts owing by Borrower to Fremont 
under this Agreement, Borrower hereby requests Fremont to advance for the 
account of Borrower an amount each month sufficient to pay interest accrued 
on the principal amount of the Obligations during the immediately preceding 
month and all monthly principal installments or other payments due under a 
Note or other Loan Document and amounts from time to time sufficient to pay 
all fees and Fremont Expenses owing by Borrower under this Agreement. 
Borrower authorizes Fremont, in Fremont's sole discretion, to make a 
Revolving Advance for Borrower's account of a sum sufficient each month to 
pay, on the due date thereof, all interest accrued on the principal amount of 
the Obligations during the immediately preceding month and all monthly 
principal installments or other payments due under a Note or other Loan 
Document and sums from time to time sufficient to pay, on the due date 
thereof, all fees and Fremont Expenses owing by Borrower under this 
Agreement, and Fremont may apply the proceeds of each such Revolving Advance 
to the payment of such interest, installments, fees and Fremont Expenses. 
Each such Revolving Advance shall thereafter accrue interest at the rate then 
applicable under this Agreement. Fremont, however, shall not be obligated to 
make any such Revolving Advance and Borrower acknowledges that Fremont will 
be particularly disinclined to do so if an Event of Default or an Overadvance 
exists at the time of, or would result from the making of, such Revolving 
Advance.

3.   TERM OF AGREEMENT AND EARLY TERMINATION

          3.1  TERM. This Agreement shall become effective in accordance with 
SECTION 14.1 and shall continue in full force and effect for a term ending 
three years after the date hereof and shall be deemed automatically renewed 
for successive terms of one (1) year thereafter until terminated as of the 
end of the initial term or any renewal term (each a TERM) by either party 
giving the other written notice at least sixty (60) days prior to the end of 
the then current Term.

          3.2  EARLY TERMINATION.  Borrower, subject to the payment of the 
fee described below, may terminate this Agreement other than at the end of 
the then current Term by giving Fremont prior written notice of its intention 
to effect an early termination of this Agreement. Fremont may terminate this 
Agreement at any time upon or after the occurrence of an Event of Default. In 
view of the impracticability and extreme difficulty of ascertaining actual 
damages and by mutual agreement of the parties as to a reasonable calculation 
of Fremont's lost profits as a result of an early termination of this 
Agreement, in either of the instances described in the preceding two 
sentences, Borrower shall pay to Fremont, upon the effective date of such 
early termination and in addition to all other Obligations, an early 
termination fee (the EARLY TERMINATION FEE) in an amount equal to: (a) three 
percent (3.0%) of the Advance Limit if such termination occurs at any time 
during the first year of the initial Term; (b) two percent (2.0%) of the 
Advance Limit if such termination occurs at any time during the second year 
of the initial Term; and (c) one percent (1.0%) of the Advance Limit if such 
termination occurs during the third year of the initial Term or during any 
renewal Term. The Early Termination Fee shall be presumed to be the amount of 
damages sustained by Fremont as the result of the early termination and 
Borrower agrees that it is reasonable under the circumstances currently 
existing.  The Early Termination Fee shall be deemed included in the 
Obligations. Notwithstanding anything herein to the contrary, if and to the 
extent the Early Termination Fee constitutes interest under applicable law, 
the Early Termination Fee, when added to all other interest contracted for, 
charged or received under this Agreement or any other Loan Documents, shall 
not exceed, and shall be limited to an amount which constitutes, interest at 
the maximum lawful rate of interest allowable under applicable law.

          3.3  EFFECT OF TERMINATION.  Upon termination of this Agreement, 
all of the Obligations shall be immediately due and payable in full. No 
termination of this Agreement shall relieve or discharge Borrower of 
Borrower's duties, obligations and covenants hereunder until all of the 
Obligations have been fully and indefeasibly paid and satisfied, and 
Fremont's continuing security interest in the Collateral shall remain in 
effect until all of the Obligations have been fully and indefeasibly paid and 
satisfied. 


                                       5
<PAGE>

4.   CREATION OF SECURITY INTEREST

          4.1  GRANT OF SECURITY INTEREST.  Borrower hereby grants to Fremont 
a continuing security interest in all presently existing and hereafter 
acquired or arising Collateral in order to secure prompt repayment of any and 
all Obligations and in order to secure prompt performance by Borrower of each 
and all of its covenants and duties under the Loan Documents. Fremont's 
security interest in the Collateral shall attach to all Collateral without 
further act on the part of Fremont or Borrower. Other than sales of Inventory 
to buyers in the ordinary course of business, Borrower has no authority, 
express or implied, to dispose of any item or portion of the Collateral.
          
          4.2  NEGOTIABLE COLLATERAL.  In the event that any Collateral, 
including proceeds, is evidenced by or consists of Negotiable Collateral, 
Borrower shall, upon the request of Fremont, immediately endorse and assign 
such Negotiable Collateral to Fremont and deliver physical possession of such 
Negotiable Collateral to Fremont.
          
          4.3  DELIVERY OF ADDITIONAL DOCUMENTATION REQUIRED.  Borrower shall 
execute and deliver to Fremont, concurrently with Borrower's execution and 
delivery of this Agreement and at any time thereafter at the request of 
Fremont, all financing statements, continuation financing statements, fixture 
filings, security agreements, chattel mortgages, pledges, assignments, 
endorsements of certificates of title, applications for title, affidavits, 
reports, notices, schedules of accounts, letters of authority, and all other 
documents that Fremont may reasonably request, in form satisfactory to 
Fremont, to perfect and continue perfected Fremont's security interest in the 
Collateral and in order to fully consummate all of the transactions 
contemplated hereunder and under the other Loan Documents.
          
          4.4  POWER OF ATTORNEY. Borrower hereby irrevocably designates, 
makes, constitutes and appoints Fremont (and any of Fremont's officers, 
employees or agents designated by Fremont) as Borrower's true and lawful 
attorney-in-fact, and Fremont, or Fremont's agent, may, without notice to 
Borrower and in either Borrower's or Fremont's name, but at the cost and 
expense of Borrower, at such time or times as Fremont in its sole discretion 
may determine: (a) demand payment of the Accounts from the Account Debtors, 
enforce payment of the Accounts by legal proceedings or otherwise, and 
generally exercise all of Borrower's rights and remedies with respect to the 
collection of the Accounts; (b) take control, in any manner, of any item of 
payment or proceeds relating to any Collateral; (c) prepare, file and sign 
Borrower's name to a proof of claim in bankruptcy or similar document against 
any Account Debtor or to any notice of lien, assignment or satisfaction of 
lien or similar document in connection with any of the Collateral; (d) sign 
Borrower's name on any of documents described in SECTION 4.3 or on any other 
similar documents to be executed, recorded or filed in order to perfect or 
continue perfected Fremont's security interest in the Collateral; (e) sign 
Borrower's name on any invoices, bills of lading, freight bills, chattel 
paper, documents, instruments or similar documents or agreements relating to 
the Accounts, Inventory or other Collateral, drafts against Account Debtors, 
schedules and assignments of Accounts, verifications of Accounts and notices 
to Account Debtors; (f) send requests for verification of Accounts; (g) 
endorse Borrower's name on any checks, notes, acceptances, money orders, 
drafts or other items of payment or proceeds relating to any Collateral that 
may come into Fremont's possession and deposit the same to the account of 
Fremont for application to the Obligations; (h) do all other acts and things 
necessary, in Fremont's determination, to fulfill Borrower's obligations 
under this Agreement or any of the other Loan Documents; (i) at any time that 
an Event of Default has occurred and is continuing, notify the post office 
authorities to change the address for delivery of Borrower's mail to an 
address designated by Fremont, 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; (j) at any time that an Event of Default has occurred 
and is continuing, use the information recorded on or contained in any data 
processing equipment and computer hardware and software relating to the 
Accounts, Inventory, Equipment and any other Collateral and to which Borrower 
has access; (k) at any time that an Event of Default has occurred and is 
continuing, make, settle and adjust all claims under Borrower's policies of 
insurance, make all determinations and decisions with respect to such 
policies of insurance and endorse the name of Borrower on any check, draft, 
instrument or other item of payment for the proceeds of such policies of 
insurance; (l) at any time that an Event of Default has occurred and is 
continuing, sll or assign any of the Accounts and other Collateral upon such 
terms, for such amounts and at such time or times as Fremont deems advisable; 
and (m) at any time that an Event of Default has occurred and is continuing, 
settle, adjust or compromise disputes and claims respecting the Accounts 
directly with Account Debtors, for amounts and upon terms that Fremont 
determines to be reasonable, and, in furtherance thereof, execute and deliver 
any documents and releases that Fremont determines to be necessary. The 
appointment of Fremont as Borrower's attorney-in-fact and each and every one 
of Fremont's rights and powers, being coupled with an interest, is 
irrevocable until all of the Obligations have been hilly repaid and performed 
and this Agreement has been terminated.

          4.5  RIGHT TO INSPECT.  Fremont, through any of its officers, 
employees or agents, shall have the right at any time or times during 
Borrower's usual business hours, or during the usual business hours of any 
third party having control over any of Borrower's Books, to inspect 
Borrower's Books in order to verify the amount or condition of, or any other 
matter relating to, the Collateral or Borrower's financial condition. Fremont 
also shall have the right at any time or times during Borrower's usual 
business hours to inspect and examine the Inventory and the Equipment and to 
check and test the same as to quality, quantity, value and condition. If an 
Event of Default has occurred or if Fremont reasonably believes that an Event 
of Default has occurred, Fremont may conduct any of the inspections 
referenced in this SECTION 4.5 at any time without regard to Borrower's or 
any third party's usual business hours.

5.   REPRESENTATIONS AND WARRANTIES

Borrower makes the following representations and warranties to Fremont and 
each such representation and warranty shall be deemed to be repeated with 
each Revolving Advance made by Fremont and shall be conclusively presumed to 
have been relied on by Fremont regardless of any investigation made or 
information possessed by Fremont. The following representations and 
warranties shall be cumulative and in addition to any and all other 
representations and warranties which Borrower shall now or hereafter give, or 
cause to be given, to Fremont.

          5.1  NO PRIOR ENCUMBRANCES; SECURITY INTERESTS. Borrower has good 
and indefeasible title to the Collateral, free and clear of liens, claims, 
security interests or encumbrances, except for those permitted under SECTION 
7.2.

          5.2  ACCOUNTS.  All of Borrower's Accounts constitute bona fide 
existing obligations created by the sale and delivery of Inventory or the 
rendition of services to Account Debtors in the ordinary course of Borrower's 
business, and, in the case of Accounts created by the sale and delivery of 
Inventory, the Inventory giving rise to such Accounts 


                                       6
<PAGE>

has been delivered to the Account Debtor. At the time of the creation of each 
Eligible Account or the assignment thereof to Fremont, each such Eligible 
Account is unconditionally owed to Borrower without defense, dispute, offset, 
counterclaim or right of return or cancellation and Borrower has not received 
notice of actual or imminent bankruptcy, insolvency or material impairment of 
the financial condition of the Account Debtor regarding such Eligible Account.

          5.3  ELIGIBLE INVENTORY. [Not Applicable]

          5.4  LOCATION OF INVENTORY AND EQUIPMENT.  The Inventory and 
Equipment are not stored with a bailee, warehouseman, processor or similar 
party unless Fremont has consented thereto in writing and are located only at 
the following locations:

          6950 SW Hampton Street, Suite 200, Portland, Oregon 97223; and

          1745 McCandless Drive, Milpitas, California 95035.

          5.5  INVENTORY RECORDS. Borrower keeps correct and accurate records 
itemizing and describing the kind, type, quality and quantity of the 
Inventory and Borrower's cost therefor.

          5.6  LOCATION OF CHIEF EXECUTIVE OFFICE.  The chief executive 
office of Borrower is located at the address stated in the first paragraph of 
this Agreement.

          5.7  DUE INCORPORATION AND QUALIFICATION.  Borrower is a 
corporation duly organized and existing and in good standing under the laws 
of the state of its incorporation and is qualified or licensed to do business 
in, and is in good standing in, any state in which the failure to be 
qualified or licensed and in good standing could have a material adverse 
effect on Borrower's business or the Collateral.
          
          5.8  FICTITIOUS NAME(S).  Borrower is not conducting its business 
at the present time under any trade or fictitious name(s). During the five 
(5) years prior to the date of this Agreement, Borrower did not conduct 
business under any trade or fictitious name(s).
          
          5.9  PERMITS AND LICENSES.  Borrower holds all licenses, permits, 
franchises, approvals and consents as are required in the conduct of its 
business and the ownership and operation of its properties.
          
          5.10 DUE AUTHORIZATION; NO CONFLICT.   The execution, delivery and 
performance of the Loan Documents to which Borrower is a party are within 
Borrower's corporate powers, have been duly authorized and are not in 
conflict with nor constitute a breach of any provision contained in 
Borrower's Articles or Certificate of Incorporation or Bylaws, nor will they 
create a default under any material agreement to which Borrower is a party.

          5.11 LITIGATION.  There are no actions or proceedings pending by or 
against Borrower before any court or administrative agency and Borrower has 
no knowledge or notice of any pending, threatened or imminent litigation, 
governmental investigations, or claims, complaints, actions or prosecutions 
involving Borrower or any guarantor of the Obligations, except for ongoing 
collection matters in which Borrower is the plaintiff and such matters as 
have been disclosed to Fremont in writing.
          
          5.12 TAXES.  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 or in connection with Borrower's business have been 
paid in full prior to delinquency or the expiration of any extension period.
          
          5.13 NO MATERIAL ADVERSE CHANGE IN FINANCIAL CONDITION. All 
financial statements relating to Borrower which have been or may hereafter be 
delivered by Borrower to Fremont have been prepared in accordance with GAAP 
and fairly present Borrower's financial condition as of the date thereof and 
Borrower's results of operations for the period then ended. There has been no 
material adverse change in the financial condition of Borrower since the date 
of the most recent of such financial statements submitted to Fremont.
          
          5.14 SOLVENCY.  Borrower is solvent and able to pay its debts 
(including trade debts) as they mature. No transfer of property is being made 
by Borrower and no obligation is being incurred by Borrower in connection 
with the transactions contemplated by this Agreement or the other Loan 
Documents with the intent to hinder, delay or defer either present or future 
creditors of Borrower.

          5.15 ERISA.  Neither Borrower, nor any ERISA Affiliate nor any Plan 
is or has been in violation of any of the provisions of ERISA, any of the 
qualification requirements of IRC Section 401(a), or any of the published 
interpretations thereof. No lien upon the assets of Borrower has arisen with 
respect to any Plan.  No PROHIBITED TRANSACTION within the meaning of ERISA 
Section 406 or IRC Section 4975(c) has occurred with respect to any Plan. 
Neither Borrower nor any ERISA Affiliate has incurred any withdrawal 
liability with respect to any Multiemployer Plan. Borrower and each ERISA 
Affiliate have made all contributions required to be made by them to any Plan 
or Multiemployer Plan when due. There is no accumulated funding deficiency in 
any Plan, whether or not waived.

          5.16 ENVIRONMENTAL LAWS AND HAZARDOUS MATERIALS.  Borrower has 
complied with all Environmental Laws. Except as previously disclosed to 
Fremont in writing, Borrower has not caused or permitted any Hazardous 
Materials to be located, incorporated, generated, stored, manufactured, 
transported to or from, released, disposed of or used at, upon, under or 
within any premises at which Borrower conducts its business, or in connection 
with Borrower's business. To the best of Borrower's knowledge, no prior owner 
or operator of any premises at which Borrower conducts its business has 
caused or permitted any of the above to occur at, upon, under or within any 
of such premises.

          5.17 INTELLECTUAL PROPERTY. Borrower does not own or have rights as 
licensee in or to any trademarks or patents or have any trademark or patent 
applications pending, except as has been disclosed in writing to Fremont.
          
          5.18 LABOR AND EMPLOYMENT DISPUTES. There are no pending 
grievances, disputes or controversies with any union or other organization of 
Borrower's employees, or pending threats of strikes or work stoppages, or 
demands for collective bargaining by any union or other organization of 
Borrower's employees.


                                       7
<PAGE>

6.   AFFIRMATIVE COVENANTS

Borrower covenants and agrees that during the term of this Agreement and until
payment in full of the Obligations, and unless Fremont shall otherwise consent
in writing, Borrower shall do all of the following:

          6.1  ACCOUNTING SYSTEM. Borrower at all times shall maintain a 
standard and modern system of accounting in accordance with GAAP with ledger 
and account cards or computer tapes, disks, printouts and records pertaining 
to the Collateral which contain information as may from time to time be 
requested by Fremont. Borrower also shall keep proper books of account 
showing all sales, claims and allowances on its Inventory.
          
          6.2  COLLATERAL REPORTS. Borrower shall deliver to Fremont, no 
later than the fifteenth day of each month during the term of this Agreement, 
a detailed aging of the Accounts, a reconciliation statement and a summary 
aging, by vendor, of all accounts payable and any book overdraft Borrower 
shall deliver to Fremont, as Fremont may from time to time require, 
collection reports, sales journals, invoices, original delivery receipts, 
customers' purchase orders, shipping instructions, bills of lading and other 
documentation respecting shipment arrangements. Absent such a request by 
Fremont, copies of all such documentation shall be held by Borrower as 
custodian for Fremont.
          
          6.3  RETURNS.  Returns and allowances, if any, as between Borrower 
and its Account Debtors, shall be permitted by Borrower on the same basis and 
in accordance with the usual and customary practices of Borrower as they 
exist at the time of the execution and delivery of this Agreement. If any 
Account Debtor returns any Inventory to Borrower, Borrower shall promptly 
determine the reason for such return and, if Borrower accepts such return, 
issue a credit memorandum (with a copy to be sent to Fremont) in the 
appropriate amount to such Account Debtor. Borrower shall promptly notify 
Fremont of all returns and recoveries and of all disputes and claims.
          
          6.4  DESIGNATION OF INVENTORY.  [Not Applicable]
          
          6.5  FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.  Borrower shall 
deliver to Fremont:  (a) as soon as available, but in any event within thirty 
(30) days after the end of each month during each of Borrower's fiscal years, 
a company prepared balance sheet and profit and loss statement covering 
Borrower's operations during such period; and (b) as soon as available, but 
in any event within ninety (90) days after the end of each of Borrower's 
fiscal years, financial statements of Borrower for each such fiscal year, 
certified by independent certified public accountants acceptable to Fremont. 
All such annual financial statements shall include a balance sheet and profit 
and loss statement, together with the accountants' letter to management. 
Borrower shall also deliver Borrower's Form l0-Qs, 10-Ks or 8-Ks, and any 
other filings made by Borrower with the Securities and Exchange Commission, 
if any, as soon as the same become available, and any other report reasonably 
requested by Fremont relating to the Collateral or the financial condition of 
Borrower, including financial projections, and a certificate signed by the 
chief financial officer of Borrower to the effect that all reports, 
statements or computer prepared information of any kind or nature delivered 
or caused to be delivered to Fremont under this SECTION 6.5 fairly present 
the financial condition of Borrower and that there exists on the date of 
delivery of such certificate to Fremont no condition or event which 
constitutes an Event of Default. If Borrower is a parent company of one or 
more subsidiaries or is a subsidiary of another company, then, in addition to 
the financial statements referred to above, Borrower agrees to deliver 
financial statements prepared on a consolidating basis so as to present 
Borrower and each such related entity separately, and on a consolidated basis.
          
          6.6  LITIGATION.  Borrower shall promptly notify Fremont in writing 
of any litigation, governmental investigations or criminal prosecutions 
involving Borrower, other than collection matters in which Borrower is the 
plaintiff.
          
          6.7  TAX RETURNS, RECEIPTS.  Borrower shall deliver to Fremont 
copies of each of Borrower's federal income tax returns, and any amendments 
thereto, within thirty (30) days after the filing thereof with the Internal 
Revenue Service. Furthermore, Borrower shall deliver to Fremont, promptly 
upon request by Fremont, satisfactory evidence of Borrower's payment of all 
federal withholding taxes required to be paid by Borrower.
          
          6.8  GUARANTOR TAX RETURNS.  Borrower shall cause each guarantor of 
the Obligations to deliver to Fremont copies of such guarantor's federal 
income tax returns within thirty (30) days after the filing thereof with the 
Internal Revenue Service.
          
          6.9  TITLE TO EQUIPMENT. Upon Fremont's request, Borrower shall 
immediately deliver to Fremont, properly endorsed, any and all evidences of 
ownership of, or certificates of title or applications for title to, any 
items of Equipment.
     
          6.10 MAINTENANCE OF EQUIPMENT. Borrower shall keep and maintain the 
Equipment in good operating condition and repair and shall make all necessary 
replacements thereto so that the value and operating efficiency thereof shall 
at all times be maintained and preserved. Borrower shall not permit any item 
of Equipment to become a fixture to real estate or an accession to other 
property, and the Equipment is now and shall at all times remain personal 
property.

          6.11 TAXES.  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 or in connection with Borrower's business shall be 
paid in full prior to delinquency or the expiration of. any extension period. 
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 Fremont, on demand, appropriate certificates attesting 
to the payment or deposit thereof. Borrower shall make timely payment or 
deposit of all tax payments and withholding taxes required of it by 
applicable laws, including those laws concerning F.I.C.A., F.U.T.A., state 
disability and local, state and federal income taxes, and shall, upon 
request, furnish Fremont with proof satisfactory to Fremont indicating that 
Borrower has made such payments or deposits.
          
          6.12 INSURANCE.  Borrower, at its expense, shall keep and maintain 
the Collateral insured against all risk of loss or damage from fire, theft, 
vandalism, malicious mischief, explosion, sprinklers and all other hazards 
and risks of physical damage included within the meaning of the term 
"extended coverage" in such amounts as are ordinarily insured against by 
other similar businesses. Borrower shall also keep and maintain comprehensive 
general public 


                                       8
<PAGE>

liability insurance and property damage insurance, and insurance against loss 
from business interruption, insuring against all risks relating to or arising 
from Borrower's ownership and use of the Collateral and Borrower's other 
assets and the operation of Borrower's business. All such policies of 
insurance shall be in such form, with such companies and in such amounts as 
may be satisfactory to Fremont. Borrower shall deliver to Fremont 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 a Lender's Loss Payable 
endorsement in a form satisfactory to Fremont, naming Fremont as loss payee 
thereof (as its interests appear), and shall contain a waiver of warranties. 
All proceeds payable under any such policy shall be payable to Fremont to be 
applied to the Obligations.
          
          6.13 NO OFFSETS OR COUNTERCLAIMS.  All payments hereunder and under 
the other Loan Documents made by or on behalf of Borrower shall be made 
without offset or counterclaim, and Borrower hereby waives any right to 
offset, against the repayment of the Obligations, any claims it may have 
against Fremont.
          
          6.14 FREMONT EXPENSES.  Borrower shall immediately and without 
demand reimburse Fremont for all sums expended by Fremont which constitute 
Fremont Expenses and Borrower hereby authorizes and approves all Revolving 
Advances and payments by Fremont for items constituting Fremont Expenses.  
Borrower acknowledges that Fremont Expenses include, among other things, (a) 
Fremont's reasonable attorneys fees and expenses incurred in defending or 
otherwise representing Fremont concerning the Loan Documents or the 
Obligations and (b) charges resulting from the dishonor of checks. Since 
Fremont Expenses are a part of the Obligations which are secured by the 
Collateral, Fremont shall not be required to discharge any lien or terminate 
any security interest in the Collateral unless and until (y) Borrower and 
Fremont execute a mutual general release of liability and indemnification in 
favor of and acceptable to Fremont and (z) to the extent another financial 
institution refinances the Obligations, such financial institution delivers 
an agreement, acceptable to Fremont, to indemnify Fremont for loss arising 
from checks delivered to Fremont for collection and payment of the 
Obligations which are returned for non-payment or for any other reason.
          
          6.15 COMPLIANCE WITH LAW.  Borrower shall comply with the 
requirements of all applicable laws, rules, regulations and orders of 
governmental authorities relating to Borrower and the conduct of Borrower's 
business, including the Fair Labor Standards Act and the Americans with 
Disabilities Act.
     
          6.16 LOCATION OF INVENTORY AND EQUIPMENT.  Borrower shall keep the 
Inventory and Equipment only at the locations identified in SECTION 5.4.
     
          6.17 ENVIRONMENTAL LAWS AND HAZARDOUS MATERIALS.  Borrower shall 
not permit any lien under any Environmental Law to be filed against any of 
the Collateral or any of Borrower's real property in which Fremont holds a 
lien, and will promptly notify Fremont of any proceeding, inquiry or claim 
relating to any alleged violation of any Environmental Law, or any alleged 
loss, damage or injury resulting from any Hazardous Material. Fremont shall 
have the right to join and participate in, as a party if it so elects, any 
legal or administrative proceeding initiated against Borrower or any 
guarantor of the Obligations with respect to any Hazardous Material or in 
connection with any Environmental Law.

7.   NEGATIVE COVENANTS

Borrower covenants and agrees that during the term of this Agreement and 
until payment in full of the Obligations, Borrower will not do any of the 
following without Fremont's prior written consent:

          7.1  INDEBTEDNESS. Create, incur, assume, permit or otherwise 
become liable with respect to any indebtedness outside of the ordinary and 
usual course of Borrower's business, except (a) indebtedness set forth in 
Borrower's latest financial statements submitted to Fremont prior to the date 
of this Agreement and renewals or extensions of such indebtedness and (b) the 
Obligations.
          
          7.2  SECURITY INTERESTS.  Create, incur, assume or permit to exist 
any security interest, lien, pledge, mortgage or encumbrance on any 
Collateral or on any of Borrower's real property in which Fremont holds a 
lien, except (a) the security interests granted to Fremont by Borrower, (b) 
the security interests disclosed in the UCC searches obtained by Fremont 
prior to the funding of the initial Revolving Advance hereunder and (c) any 
security interest which Borrower has disclosed in writing to Fremont and to 
which Fremont has given its prior written consent.
          
          7.3  EXTRAORDINARY TRANSACTIONS. Enter into any transaction not in 
the ordinary and usual course of Borrower's business, including the sale, 
lease or other disposition of, whether by sale or otherwise, any of 
Borrower's assets other than sales of Inventory in the ordinary and usual 
course of Borrower's business; or make any advance, loan or capital 
contribution to any Person except in the ordinary and usual course of 
Borrower's business.

          7.4  CHANGE NAME.  Borrower's name, business structure or identity, 
or add any new fictitious name.

          7.5  FUNDAMENTAL CHANGES.  Enter into any acquisition, merger, 
consolidation, reorganization or recapitalization, or reclassify its capital 
stock, or liquidate, wind up or dissolve itself (or suffer any liquidation or 
dissolution), or acquire by purchase or otherwise all or substantially all of 
the assets, stock or other beneficial ownership interest of any other Person.

          7.6  GUARANTY.  Guaranty or otherwise become in any way liable with 
respect to the obligations of any third party except by endorsement of 
instruments or items of payment for deposit to the account of Borrower for 
negotiation and delivery to Fremont.
          
          7.7  RESTRUCTURE. Make any change in Borrower's capital structure 
or in the principal nature of Borrower's business operations.
          
          7.8  PREPAYMENTS.  Prepay any indebtedness owing to any third party.
          
          7.9  CHANGE OF OWNERSHIP.  Cause, permit or suffer any transfer, 
whether direct or indirect, of the ownership of * ten percent (10%) or more 
of Borrower's outstanding capital stock or other beneficial ownership 
interest in any single transaction or series of transactions.


                                       9
<PAGE>

*    TWENTY-FIVE PERCENT (25%)

          7.10 COMPENSATION. Pay total compensation, including salaries, 
withdrawals, fees, bonuses, commissions, drawing accounts, management fees or 
other payments, whether directly or indirectly, in money or otherwise, during 
any fiscal year to all of Borrower's executives, officers, shareholders, 
affiliates, and directors (or any relatives thereof) in an aggregate amount 
in excess of 110% of those paid in the prior fiscal year. *

*    FREMONT HEREBY ACKNOWLEDGES THAT, FOR BORROWER'S FISCAL YEAR ENDING 
SEPTEMBER 30, 1999, SUCH AGGREGATE AMOUNT OF TOTAL COMPENSATION SHALL BE 
$300,000.

          7.11 LOANS TO INSIDERS.  Make any loans, advances or extensions of 
credit to any officer, director, executive, employee or shareholder of 
Borrower, or any relative of any of the foregoing, or to any entity which is 
a subsidiary of, related to, affiliated with or has common shareholders, 
officers or directors with Borrower, which when aggregated with all other 
loans, advances or extensions of credit to any or all of the above Persons at 
any time outstanding during the term of this Agreement, exceeds $10,000.

          7.12 CAPITAL EXPENDITURES.  Make any capital expenditure, or any 
commitment therefor, in excess of $300,000 for any individual transaction or 
where the aggregate amount of such capital expenditures, made or committed 
for in any fiscal year, is in excess of $500,000.

          7.13 CONSIGNMENTS.   Consign any Inventory; or sell any Inventory 
on bill and hold, sale on approval or other conditional terms of sale.
          
          7.14 DISTRIBUTIONS.   Make any distribution or declare or pay any 
dividends (in cash or in stock) on, or purchase, acquire, redeem or retire 
any of Borrower's capital stock, of any class, whether now or hereafter 
outstanding.
          
          7.15 ACCOUNTING METHODS.  Modify or change its method of accounting 
or enter into, modify or terminate any agreement currently existing or at any 
time hereafter entered into with any third party accounting firm or service 
bureau for the preparation or storage of Borrower's accounting records 
without said accounting firm or service bureau agreeing to provide Fremont 
information regarding the Collateral or Borrower's financial condition. 
Borrower waives the right to assert a confidential relationship, if any, it 
may have with any accounting firm or service bureau in connection with any 
information requested by Fremont pursuant to or in accordance with this 
Agreement, and agrees that Fremont may contact directly any such accounting 
firm or service bureau in order to obtain such information.

          7.16 SUSPENSION.   Suspend or go out of business.

          7.17 LOCATION OF CHIEF EXECUTIVE OFFICE.  Relocate its chief 
executive office to a new location unless Fremont is given thirty (30) days 
prior written notice thereof.

8.   EVENTS OF DEFAULT

The occurrence of any one or more of the following events shall constitute an 
"Event of Default" under this Agreement:

          8.1  FAILURE TO PAY.  Borrower fails to pay when due and payable, 
or when declared due and payable, any portion of the Obligations (whether 
principal, interest, fees and charges due Fremont, reimbursement of Fremont 
Expenses, or other amounts constituting Obligations);
          
          8.2  FAILURE TO PERFORM.  Borrower fails or neglects to perform, 
keep or observe any term, provision, condition, representation, warranty, 
covenant or agreement contained in this Agreement, in any of the other Loan 
Documents or in any other present or future agreement between Borrower and 
Fremont;
          
          8.3  MISREPRESENTATION.  Any misstatement or misrepresentation now 
or hereafter exists in any warranty, representation, statement or report made 
to Fremont by Borrower or any officer, employee, agent or director of 
Borrower, or if any such warranty or representation is withdrawn by any of 
them;
          
          8.4  MISREPRESENTATION OF COLLATERAL.  Any writing, document, 
aging, certificate or other evidence of the Eligible Accounts or Eligible 
Inventory shall be incomplete, incorrect or misleading at the time the same 
is furnished to Fremont; or Borrower shall fail to immediately remit to 
Fremont proceeds of Accounts and other Collateral, pursuant to the terms of 
SECTION 2.6;
          
          8.5  MATERIAL ADVERSE CHANGE.  There is a material adverse change 
in Borrower's business or financial condition;

          8.6  MATERIAL IMPAIRMENT.  There is a material impairment of the 
prospect of repayment of any portion of the Obligations owing to Fremont or a 
material impairment of the value or priority of Fremont's security interests 
in the Collateral;
          
          8.7  LEVY OR ATTACHMENT.  Any material portion of Borrower's assets 
is attached, seized, subjected to a writ or distress warrant, or is levied 
upon, or comes into the possession of any judicial officer;
          
          8.8  INSOLVENCY BY BORROWER.  An Insolvency Proceeding is commenced 
by Borrower;
          
          8.9  INSOLVENCY AGAINST BORROWER.  An Insolvency Proceeding is 
commenced against Borrower;
          
          8.10 INJUNCTION AGAINST BORROWER.  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;
          
          8.11 GOVERNMENT LIEN.  A notice of lien, levy or assessment is 
filed of record with respect to any of Borrower's assets by the United States 
government, or any department, agency or instrumentality thereof, or by any 
state, county, municipal or other governmental agency, or any taxes or debts 
owing at any time hereafter to any one or 


                                      10
<PAGE>

more of such entities becomes a lien, whether choate or otherwise, upon any 
of Borrower's assets and the same is not paid on the payment date thereof;

          8.12 JUDGMENT.  A judgment is entered against Borrower;

          8.13 CROSS DEFAULT TO MATERIAL AGREEMENTS.  There is a default in 
any material agreement to which Borrower is a party with one or more third 
parties or by which Borrower or Borrower's property or assets are bound;
          
          8.14 SUBORDINATED DEBT PAYMENTS.  Borrower makes any payment on 
account of indebtedness that has been contractually subordinated in right of 
payment to the payment of the Obligations, except to the extent such payment 
is permitted by the terms of the subordination agreement applicable to such 
indebtedness;
          
          8.15 LOSS OF GUARANTOR.  Any guarantor of the Obligations dies, 
terminates his/her/its guaranty, becomes the subject of an Insolvency 
Proceeding, or contests his/her/its obligations under such a guaranty; or if 
any such guaranty of the Obligations ceases to be valid or enforceable for 
any reason;
          
          8.16 ERISA VIOLATION.  A PROHIBITED TRANSACTION within the meaning 
of ERISA Section 406 or IRC Section 4975(c) shall occur with respect to a 
Plan which could have a material adverse effect on the financial condition of 
Borrower; any lien upon the assets of Borrower in connection with any Plan 
shall arise; Borrower or any ERISA Affiliate shall completely or partially 
withdraw from a Multiemployer Plan and such withdrawal could, in the opinion 
of Fremont, have a material adverse effect on the financial condition of 
Borrower; Borrower or any of its ERISA Affiliates shall fail to make full 
payment when due of all amounts which Borrower or any of its ERISA Affiliates 
may be required to pay to any Plan or any Multiemployer Plan as one or more 
contributions thereto; Borrower or any of its ERISA Affiliates creates or 
permits the creation of any accumulated funding deficiency, whether or not 
waived; the voluntary or involuntary termination of any Plan which 
termination could, in the opinion of Fremont, have a material adverse effect 
on the financial condition of Borrower; or Borrower shall fail to notify 
Fremont promptly and in any event within ten (10) days of the occurrence of 
any event which constitutes an Event of Default under this clause or would 
constitute such an Event of Default upon the exercise of Fremont's judgment; 
or
     
          8.17 CRIMINAL PROCEEDINGS.  Criminal proceedings are instituted 
against Borrower, any member of Borrower's senior management or any guarantor 
of the Obligations that could result in the forfeiture or loss of Collateral 
or a material impairment of the financial condition of Borrower or any 
guarantor of the Obligations.
          
Notwithstanding anything contained in this SECTION 8 to the contrary, Fremont 
shall refrain from exercising its rights and remedies and an Event of Default 
shall not be deemed to have occurred by reason of the occurrence of any of 
the events set forth in SECTIONS 8.7, 8.9, 8.11 or 8.12 of this Agreement if, 
within ten (10) days from the date thereof, the same is released, discharged, 
dismissed, bonded against or satisfied; PROVIDED, HOWEVER, Fremont shall not 
be obligated to make Revolving Advances to Borrower during such period.

9.   FREMONT'S RIGHTS AND REMEDIES

          9.1  RIGHTS AND REMEDIES.  Upon the occurrence of an Event of 
Default, Fremont 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 all Obligations, whether evidenced by this Agreement, 
any of the other Loan Documents or otherwise, immediately due and payable in 
full;
          
          (b)  Cease advancing money or extending credit to or for the 
benefit of Borrower under this Agreement, any of the other Loan Documents or 
any other agreement between Borrower and Fremont;

          (c)  Terminate this Agreement and any of the other Loan Documents 
as to any future liability or obligation of Fremont, but without affecting 
Fremont's rights and security interest in the Collateral and without 
affecting the Obligations;
          
          (d)  Settle or adjust disputes and claims directly with Account 
Debtors for amounts and upon terms which Fremont considers advisable and, in 
such cases, Fremont will credit Borrower's loan account with only the net 
amounts received by Fremont in payment of such disputed Accounts, after 
deducting all Fremont Expenses incurred or expended in connection therewith;

          (e)  Cause Borrower to hold all returned Inventory in trust for 
Fremont, segregate all returned Inventory from all other property of Borrower 
or in Borrower's possession and conspicuously label said returned Inventory 
as the property of Fremont;
          
          (f)  Without notice to or demand upon Borrower or any guarantor, 
make such payments and do such acts as Fremont considers necessary or 
reasonable to protect its security interest in the Collateral. Borrower 
agrees to assemble the Collateral if Fremont so requires and to deliver or 
make the Collateral available to Fremont at a place designated by Fremont. 
Borrower authorizes Fremont to enter any premises where the Collateral is 
located, to take and maintain possession of the Collateral, or any part of 
it, and to pay, purchase, contest or compromise any encumbrance, charge or 
lien that in Fremont's determination appears to be prior or superior to its 
security interest and to pay all expenses incurred in connection therewith. 
With respect to any of Borrower's owned premises, Borrower hereby grants 
Fremont a license to enter into possession of such premises and to occupy the 
same, without charge, in order to exercise any of Fremont's rights or 
remedies provided herein, at law, in equity, or otherwise;

          (g)  Without notice to Borrower (such notice being expressly 
waived) and without constituting a retention of any collateral in 
satisfaction of an obligation (within the meaning of Section 9505 of the 
Code), set off and apply to the Obligations any and all (i) balances and 
deposits of Borrower held by Fremont (including any amounts received in a 
lockbox or blocked account), or (ii) indebtedness at any time owing to or for 
the credit or the account of Borrower held by Fremont;


                                      11
<PAGE>

          (h)  Hold, as cash collateral, any and all balances and deposits of 
Borrower held by Fremont (including any amounts received in a lockbox or 
blocked account) to secure the Obligations;
          
          (i)  Ship, reclaim, recover, store, finish, maintain, repair, 
prepare for sale, advertise for sale and sell (in the manner provided for 
herein) the Collateral. Fremont 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, service marks, and 
advertising matter, or any property of a similar nature, as it pertains to 
the Collateral, in completing production of, advertising for sale and selling 
any Collateral. Borrower's rights under all licenses and all franchise 
agreements shall inure to Fremont's benefit;
          
          (j)  Sell 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 Fremont 
determines is commercially reasonable. It is not necessary that the 
Collateral be present at any such sale;
          
          (k)  Fremont shall give notice of the disposition of the Collateral 
as follows:
          
               (1)  Fremont shall give the Borrower and each holder of a 
security interest in the Collateral who has filed with Fremont 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 other disposition other than a public sale is 
to be made, then 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 as provided in SECTION 12, at least five (5) 
calendar days before the date fixed for the sale, or at least five (5) 
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 they have 
furnished to Fremont;
          
               (3)  If the sale is to he a public sale, Fremont shall also 
give notice of the time and place by publishing a notice one time at least 
five (5) 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;
               
          (l)  Fremont may credit bid and purchase at any public sale;

          (m)  Any deficiency that exists after disposition of the Collateral 
as provided above shall be paid immediately by Borrower. Any excess will be 
remitted without interest by Fremont to the party or parties legally entitled 
to such excess; and
          
          (n)  In addition to the foregoing. Fremont shall have all rights 
and remedies provided by law and any rights and remedies contained in any 
other Loan Documents. All such rights and remedies shall be cumulative.

     9.2  NO WAIVER.  No delay on the part of Fremont in exercising any 
right, power or privilege under this Agreement shall operate as a waiver, nor 
shall any single or partial exercise of any right, power or privilege under 
this Agreement or otherwise, preclude other or further exercise of the right, 
power, 0r privilege or the exercise of any other right, power or privilege.

10.  TAXES AND EXPENSES REGARDING THE COLLATERAL

If Borrower fails to pay any monies (whether taxes, assessments, insurance 
premiums or otherwise) due to third parties regarding the Collateral, or 
fails to make any deposits or furnish any required proof of payment or 
deposit, or fails to perform any of Borrower's other covenants under the 
terms of this Agreement, then in its discretion and without prior notice to 
Borrower, Fremont may do any or all of the following: (a) make any payment 
which Borrower has failed to pay or any part thereof; (b) set up such 
reserves in Borrower's loan account as Fremont deems necessary to protect 
Fremont from the exposure created by such failure; (c) obtain and maintain 
insurance policies of the type described in SECTION 6.12 and take any action 
with respect to such policies as Fremont deems prudent; or (d) take any other 
action deemed necessary by Fremont to preserve and protect its interests and 
rights under this Agreement. Any payments made by Fremont shall not 
constitute an agreement by Fremont to make similar payments in the future or 
a waiver by Fremont of any Event of Default under this Agreement. Fremont 
need not inquire as to, or contest the validity of, any such expense, tax, 
security interest, encumbrance or lien and the receipt of notice for the 
payment thereof shall be conclusive evidence that the same was validly due 
and owing.

11.  WAIVERS AND INDEMNIFICATIONS

           11.1     WAIVERS. Borrower waives demand, protest, notice of 
protest, notice of default or dishonor, notice of payment and nonpayment, 
notice of any default, notice of nonpayment at maturity, notice of intention 
to accelerate and notice of acceleration, so that Fremont may exercise any 
and all rights and remedies under the Loan Agreement or any other Loan 
Documents, or as otherwise provided at law or in equity, immediately upon the 
occurrence of any Event of Default, without any further notice, grace or 
opportunity to cure whatsoever. Borrower further waives notice prior to 
Fremont's taking possession or control of the Collateral, any bond or 
security which might be required by any court prior to allowing Fremont to 
exercise any of Fremont's remedies, and the benefit of all valuation, 
appraisement and exemption laws. Borrower agrees that Fremont may compromise, 
settle or release without notice to Borrower any accounts, documents, 
instruments, chattel paper or guaranties at any time held by Fremont on which 
Borrower may in any way be liable.
           
           11.2     NO MARSHALING. Borrower, on its own behalf and on behalf 
of its successors and assigns, hereby expressly waives all rights, if any, to 
require a marshaling of assets by Fremont or to require that Fremont first 
resort to some or any portion of the Collateral before foreclosing upon, 
selling or otherwise realizing on any other portion thereof.
           
           11.3     FREMONT'S LIABILITY FOR COLLATERAL.  So long as Fremont 
complies with its obligations, if any, under Section 9207 of the Code, 
Fremont 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 


                                      12
<PAGE>

cause; (c) any diminution in the value thereof; or (d) any act or default of 
any carrier, warehouseman, bailee, forwarding agency or other Person. All 
risk of loss, damage or destruction of the Collateral shall be borne by 
Borrower.
          
          11.4 INDEMNIFICATION.  Borrower shall defend, indemnify and hold 
harmless Fremont, its directors, officers, agents, employees, participants 
and assigns, from and against any and all claims, suits, actions, causes of 
action, debts, liabilities, damages, losses, obligations, charges, judgments 
and expenses, including attorneys fees and costs, of any nature whatsoever, 
in any way relating to or arising from the transactions contemplated by this 
Agreement or any other Loan Document (including those relating to or arising 
from any alleged or actual violation of any Environmental Law, or any loss, 
damage or injury resulting from any Hazardous Material); PROVIDED that the 
foregoing indemnification shall not extend to liabilities, damages, losses, 
obligations, judgments and expenses proximately caused by the gross 
negligence or willful misconduct of Fremont. This indemnification provision 
shall survive the termination of this Agreement.

12.       NOTICES

Unless otherwise provided in this Agreement, all notices or demands by any 
party relating to this Agreement, the Loan Documents or any other agreement 
entered into in connection herewith shall be in writing and (except for 
financial statements and other informational documents which may be sent by 
first-class mail, postage prepaid) shall be personally delivered or sent by 
registered or certified mail, postage prepaid, return receipt requested, or 
by receipted overnight delivery service to Borrower or to Fremont, as the 
case may be, at their addresses set forth below:

     IF TO BORROWER:     EIP Microwave, Inc.
                         6950 SW Hampton Street, Suite 200
                         Portland, Oregon 97223
                         Attn: Mr. J. Bradford Bishop

     IF TO FREMONT:      FREMONT FINANCIAL CORPORATION
                         2020 Santa Monica Boulevard, Suite 500
                         Santa Monica, California 90404-2023
                         Attn: Regional Credit Manager

The parties hereto may change the address at which they are to receive 
notices hereunder by notice in writing in the foregoing manner given to the 
other. All notices or demands sent in accordance with this SECTION 12, other 
than notices by Fremont in connection with Sections 9504 and 9505 of the 
Code, shall be deemed received on the earlier of the date of actual receipt 
or three (3) calendar days after the deposit thereof in the mail. Borrower 
acknowledges and agrees that notices sent by Fremont in connection with 
Sections 9504 or 9505 of the Code shall be deemed sent when deposited in the 
mail or otherwise sent by Fremont in accordance with the delivery methods set 
forth above.

13.       DESTRUCTION OF BORROWER'S DOCUMENTS

All documents, schedules, invoices, agings or other papers delivered to 
Fremont may be destroyed or otherwise disposed of by Fremont four (4) months 
after they are delivered to or received by Fremont unless Borrower requests, 
in writing, the return of said documents, schedules, invoices, agings or 
other papers and makes arrangements, at Borrower's expense, for their return.

14.       GENERAL PROVISIONS

          14.1 EFFECTIVENESS. This Agreement and the other Loan Documents 
shall be binding and deemed effective when executed by Borrower and Fremont

          14.2 SUCCESSORS AND ASSIGNS.  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 or duties hereunder without Fremont's prior written consent and 
any prohibited assignment shall be void and of no effect as against Fremont. 
No consent to an assignment by Fremont shall release Borrower from its 
Obligations. Fremont and its successors and assigns may assign this Agreement 
and any other Loan Document and its rights and duties hereunder and 
thereunder. Fremont reserves the right to sell, assign, transfer, negotiate 
or grant participations in all or any part of, or any interest in Fremont's 
rights and benefits hereunder. In connection therewith, Fremont may disclose 
all documents and information which Fremont now or hereafter may have 
relating to Borrower or Borrower's business. Borrower expressly consents to 
any assignment by Fremont to its wholly owned subsidiary, Fremont Funding 
Inc., of certain of Fremont's rights hereunder and under the other Loan 
Documents, including the beneficial interest in loans made by Fremont, and 
any subsequent assignment by Fremont Funding Inc. to LaSalle National Bank 
(or any successor trustee), as trustee of the Fremont Small Business Loan 
Master Trust, of such rights.

          14.3 SECTION HEADINGS.  Headings and 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.
          
          14.4 INTERPRETATION.  Neither this Agreement nor any uncertainty or 
ambiguity herein shall be construed or resolved against Fremont or Borrower, 
whether under any rule of construction or otherwise. On the contrary, this 
Agreement has been reviewed by all pasties 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.

          14.5 SEVERABILITY OF PROVISIONS.  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.
          
          14.6 AMENDMENTS IN WRITING.  Neither this Agreement nor any 
provision hereof shall be amended, modified, waived or terminated orally or 
by course of conduct or pattern of dealing, but only by a written agreement 
signed by an authorized officer of Fremont. Any purported amendment, 
modification, waiver or termination of this Agreement or any provision hereof 
that is not in writing and signed by an authorized officer of Fremont shall 
be void and of no effect.


                                      13
<PAGE>

          14.7 INTEGRATION.  This Agreement, together with the other Loan 
Documents, reflects the entire agreement between the parties with respect to 
the subject matter hereof. This Agreement, together with the other loan 
Documents, supersedes all prior agreements, understandings and negotiations, 
if any, which are merged into this Agreement and the other Loan Documents.

          14.8 COUNTERPARTS.  This Agreement may be executed in any number of 
counterparts and by different parties on separate counterparts each of which, 
when executed and delivered, shall be deemed to be an original and all of 
which, when taken together, shall constitute but one and the same Agreement.
          
          14.9 REVIVAL AND REINSTATEMENT OF OBLIGATIONS.  If the incurrence 
or payment of the Obligations by Borrower or any guarantor of the Obligations 
or the transfer by either or both of such parties to Fremont of any property 
of either or both of such parties should for any reason subsequently be 
declared to be void or voidable under any state or federal law relating to 
creditors' rights, including provisions of the Bankruptcy Code relating to 
fraudulent conveyances, preferences and other voidable or recoverable 
payments of money or transfers of property (a VOIDABLE TRANSFER), and if 
Fremont is required to repay or restore, in whole or in part, any such 
Voidable Transfer, or elects to do so upon the reasonable advice of its 
counsel. then, as to any such Voidable Transfer, or the amount thereof that 
Fremont is required or elects to repay or restore, and as to all reasonable 
costs, expenses and attorneys fees of Fremont related thereto, the liability 
of Borrower or such guarantor automatically shall be revived, reinstated and 
restored and shall exist as though such Voidable Transfer had never been made.
          
          14.10     CONSULTATION WITH COUNSEL.  Borrower and Fremont 
acknowledge that they have been given the opportunity to consult with counsel 
and other advisors of their choice prior to entering into this Agreement.

          14.1 1 LIMITATION OF LIABILITY.  No claim may be made by Borrower 
or any other Person against Fremont or the officers, directors, employees or 
agents of Fremont for any special, indirect, punitive or consequential 
damages in respect of any claim for breach of contract or any other theory of 
liability arising out of or related to the transactions contemplated by this 
Agreement, or any act, omission or event occurring in connection therewith, 
and Borrower hereby waives, releases and agrees not to sue upon any claim for 
any such damages.
          
          14.12     TELEFACSIMILE EXECUTION.  Delivery of an executed 
counterpart of this Agreement or any other Loan Document by telefacsimile 
transmission shall be equally as effective as delivery of an executed hard 
copy of the same. Any party delivering an executed counterpart of this 
Agreement or any other Loan Document by telefacsimile transmission shall also 
deliver an executed hard copy of the same, but the failure by such party to 
deliver an executed hard copy shall not affect the validity, enforceability 
and binding effect of this Agreement or such other Loan Document.
          
          14.13     FINANCE LENDER LICENSE.  Fremont is licensed as a Finance 
Lender by the California Department of Corporations, file number 603 2362.

15.  CHOICE OF LAW AND VENUE

THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETION, AND 
ENFORCEMENT AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER, 
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF 
CALIFORNIA; PROVIDED HOWEVER THAT THE LAWS OF THE STATE IN WHICH THE 
COLLATERAL IS LOCATED SHALL GOVERN WITH RESPECT TO (A) THE CREATION OF LIENS 
ON COLLATERAL LOCATED IN SUCH STATE AND (B) THE METHOD, MANNER AND PROCEDURE 
FOR FORECLOSURE OF FREMONT'S LIENS UPON ANY PORTION OF THE COLLATERAL LOCATED 
IN SUCH STATE AND THE ENFORCEMENT IN SUCH STATE OF FREMONT'S OTHER REMEDIES 
WITH RESPECT TO THE COLLATERAL LOCATED IN SUCH STATE.

THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH 
THIS AGREEMENT SHALL BE TRIED AND LITlGATED ONLY IN THE STATE COURTS LOCATED 
IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, THE FEDERAL COURTS WHOSE 
VENUE INCLUDES THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, OR, AT THE 
SOLE OPTION OF FREMONT, IN ANY OTHER COURT IN WHICH FREMONT SHALL INITIATE 
LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER 
THE MATTER IN CONTROVERSY.  THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN 
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN ANY 
SUCH COURT, AND THE PARTIES HEREBY WAIVE ANY OBJECTION WHICH EITHER MAY HAVE 
BASED UPON LACK OF PERSONAL JURISDICTION AND HEREBY CONSENT TO THE GRANTING 
OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY ANY SUCH COURT. 
 FURTHERMORE, BORROWER AND FREMONT EACH WAIVES, TO THE EXTENT PERMITTED UNDER 
APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF "FORUM NON 
CONVENIENS" OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN 
ACCORDANCE WITH THIS SECTION 15.

16.  WAIVER OF JURY TRIAL

BORROWER AND FREMONT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF 
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR 
ANY OF THE OTHER LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED 
HEREIN OR THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY 
CLAIMS AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWER AND FREMONT 
REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND 
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL 
COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS 
A WRITTEN CONSENT TO A TRIAL BY THE COURT.


                                      14
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed at Fremont's place of business in Santa Monica, California.

BORROWER:                                    FREMONT:

EIP MICROWAVE, INC.,                         FREMONT FINANCIAL CORPORATION,
a Delaware corporation                       a California corporation

Signed By:  /S/ WILLIAM J. STANNERS, JR.     Signed By:  /S/ DAVID R. KLAGES
            ----------------------------                 --------------------
Print Name: William J. Stanners, Jr.         Print Name:  David R. Klages
Title/Capacity: CFO, Assistant Secretary     Title/Capacity: Vice President


                                      15
<PAGE>

              CONDITIONS PRECEDENT RIDER TO LOAN AND SECURITY AGREEMENT
                                       BETWEEN
                            FREMONT FINANCIAL CORPORATION
                                         AND
                                 EIP MICROWAVE, INC.


          This CONDITIONS PRECEDENT RIDER TO LOAN AND SECURITY AGREEMENT 
(hereinafter referred to as this "Rider") dated August 4, 1998, is hereby 
made a part of and incorporated into that certain Loan and Security Agreement 
(hereinafter referred to, together with all supplements and riders thereto 
and amendments thereof, as the "Loan Agreement") dated the date hereof 
between FREMONT FINANCIAL CORPORATION, a California Corporation (hereinafter 
referred to as "Fremont"), and EIP MICROWAVE, INC. a Delaware corporation 
(hereinafter referred to as "Borrower").
          
     1.   All capitalized terms contained in this Rider, unless otherwise 
defined herein, shall have the meanings ascribed to such terms in the Loan 
Agreement.
     
     2. At the request of Borrower, certain of the Loan Documents have been 
executed as of the date of this Rider even though all conditions precedent to 
Fremont's funding have not been satisfied. The execution of the Loan Documents 
prior to the satisfaction of all conditions is being done as an accommodation 
to Borrower and shall in no way obligate Fremont to make loans or advances to 
Borrower unless all conditions precedent are fully and completely satisfied.
          
     3.   As used herein, the term "Guarantor" shall refer to the following 
person: J. Bradford Bishop.
     
     4.   As conditions precedent to the making of any of the loans described 
in the Loan Documents, each of the following conditions shall be satisfied to 
the satisfaction of Fremont unless waived by Fremont in writing:
     
          a.   No Event of Default shall exist;

          b.   Borrower shall have executed and delivered, or caused to be
     executed and delivered, each of the Loan Documents and all other
     instruments, documents, agreements, waivers, financing statements,
     assignments, deeds of trusts mortgages and subordination agreements as in
     the opinion of Fremont may be necessary to give effect to the Loan
     Agreement, the transactions contemplated thereby or the perfection of
     Fremont's security interest in the Collateral;
               
          c.   Guarantor shall have executed and delivered, or caused to be
     executed and delivered, a Continuing Guaranty, in form and substance
     acceptable to Fremont, and all other instruments, documents, agreements,
     waivers, financing statements, deeds of trust, mortgages and subordination
     agreements as in the opinion of Fremont may be necessary to give effect to
     such Continuing Guaranty or the transactions contemplated thereby;
          
          c-1. Fremont and Mr. James N. Cutler Jr. shall have entered into a
     Subordination and Intercreditor Agreement.
          
          d.   Fremont shall have received from Borrower's and Guarantor's
     counsel an opinion letter in form and substance acceptable to Fremont in
     its sole discretion;

          e.   Borrower shall have executed, and Fremont shall have filed, all
     financing statements deemed necessary or desirable to Fremont to perfect
     Fremont's security interest in the Collateral, and Fremont shall have
     received assurances satisfactory to it that such security interests are
     duly perfected, first priority security interests;
          
          f.   Borrower shall have delivered to Fremont evidence satisfactory to
     Fremont that the Collateral has been insured in such amounts as may be
     acceptable to Fremont, in its sole discretion, and in compliance with the
     provisions of the Loan Agreement and that Fremont shall be named as lender
     loss payee on endorsements in form and substance satisfactory to Fremont
     which shall be issued in conjunction with all such policies of insurance;
          
          g.   Borrower shall have caused to be delivered to Fremont a copy of
     its Articles or Certificate of Incorporation certified by the Secretary of
     State of Delaware and a copy of its By-Laws certified by its corporate 
     secretary as of the date of the Loan Agreement, together with a Good 
     Standing Certificate for Borrower issued by the Secretary of State of 
     California;

          h.   Since April 30, 1998, there shall not have occurred any material
     adverse change in the business, financial condition or results of
     operations of Borrower or the existence or value of any of the Collateral;
          
          i.   At the time of the initial funding under the Loan Documents, the
     amount of the revolving loan availability described in Section 2.1 of the
     Loan Agreement shall exceed by an amount of not less than $350,000 the sum
     of (a) the amount of Borrower's indebtedness to the Existing Secured
     Lender(s) plus (b) the initial Annual Facility Fee of $15,000 described in
     Section 2.8 of the Loan Agreement, plus (c) the amount of Borrower's past
     due trade payables (past due trade payables being those which are more than
     ninety (90) days past the original invoice date) and other past due
     obligations of Borrower (including book overdrafts and delinquent payroll
     taxes);
          
          j.   All financing statements in favor of the following parties with
     respect to any of the Collateral shall have been terminated, and Fremont
     shall have received assurances satisfactory to it that such parties'
     security interests in the Collateral have been terminated: Silicon Valley
     Bank, John F. Bishop, J. Bradford Bishop, and John F. Bishop and Ann R.
     Bishop, Trustees of the Bishop Family Trust;


                                      16
<PAGE>

          k.   Fremont shall have received a duly executed landlord waiver
     agreement, in form and substance satisfactory to Fremont, with respect to
     each leased property where Borrower keeps Inventory or Equipment;
          
          l.   Fremont shall have completed its "takeover" audit of Borrower and
     the results thereof shall be satisfactory to Fremont, in its sole
     discretion.
          
          m.   Borrower's failure to fulfill, or cause to be fulfilled, each of
     the foregoing conditions precedent to the satisfaction of Fremont on or
     before August 31, 1998, shall relieve Fremont of any obligation to
     consummate the transactions contemplated by the Loan Documents.

     5.       The terms and conditions of this Rider are incorporated in
     and made a part of the Loan Agreement.

     IN WITNESS WHEREOF, this Rider has been executed by the parties hereto
     as of the date first written above.


BORROWER:                                    FREMONT:

EIP MICROWAVE, INC.,                         FREMONT FINANCIAL CORPORATION,
A Delaware corporation                       a California corporation



Signed By:      /S/ WILLIAM J. STANNERS, JR. Signed By:      /S/ DAVID R. KLAGES
                ----------------------------                 -------------------
Print Name:     William J. Stanners, Jr.     Print Name:     David R. Klages
Title/Capacity: CFO, Assistant Secretary     Title/Capacity: Vice President




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