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TBCC

                  Loan and Security Agreement

Borrower:         BEI Medical Systems Company, Inc.,
                  a Delaware Corporation

Address:          100 Hollister Road
                  Teterboro, New Jersey  07608

Date:             May 6, 1999

THIS LOAN AND SECURITY AGREEMENT is entered into as of the above date, between
the above borrower (the "Borrower"), having its chief executive office and
principal place of business at the address shown above, and TRANSAMERICA
BUSINESS CREDIT CORPORATION, a Delaware corporation ("TBCC"), having its
principal office at 9399 West Higgins Road, Suite 600, Rosemont, Illinois 60018
and having an office at 15260 Ventura Boulevard, Sherman Oaks, California 91403.
The Schedule to this Agreement (the "Schedule") being signed concurrently is an
integral part of this Agreement. (Definitions of certain terms used in this
Agreement are set forth in Section 9 below.) The parties agree as follows:

1. LOANS.

      1.1 Loans. TBCC, subject to the terms and conditions of this Agreement,
agrees to make loans (the "Loans") to Borrower, from time to time during the
period from the date of this Agreement to the Maturity Date set forth in the
Schedule, at Borrower's request, in an aggregate principal amount at any one
time outstanding not to exceed the Credit Limit shown on the Schedule. If at any
time the total outstanding Loans and other monetary Obligations exceed said
limit, Borrower shall repay the excess immediately without demand. Borrower
shall use the proceeds of all Loans solely for lawful general business purposes.

      1.2 Due Date. The Loans, all accrued interest and all other monetary
Obligations shall be payable in full on the Maturity Date. Borrower may borrow,
repay and reborrow Loans (other than any Term Loans), in whole or in part, in
accordance with the terms of this Agreement.

      1.3 Loan Account. TBCC shall maintain an account on its books in the name
of Borrower (the "Loan Account"). All Loans and advances made by TBCC to
Borrower or for Borrower's account and all other monetary Obligations will be
charged to the Loan Account. All amounts received by TBCC from Borrower or for
Borrower's account will be credited to the Loan Account. TBCC will send Borrower
a monthly statement reflecting the activity in the Loan Account, and each such
monthly statement shall be an account stated between Borrower and TBCC and shall
be final conclusive and binding absent manifest error.

      1.4 Collection of Receivables. Borrower shall remit to TBCC all
Collections including all checks, drafts and other documents and instruments
evidencing remittances in payment (collectively referred to as "Items of
Payment") within one Business Day after receipt, in the same form as received,
with any necessary indorsements. For purposes of calculating interest due to
TBCC, credit will be given for Collections and all other proceeds of Collateral
and other payments to TBCC three Business Days after receipt of cleared funds.
For all purposes of this Agreement any cleared funds received by TBCC later than
10:00 a.m. (California time) on any Business Day shall be deemed to have been
received on the following Business Day and any applicable interest or fee shall
continue to accrue. Borrower's Loan Account will be credited only with the net
amounts actually received in payment of Receivables, and such payments shall be
credited to the Obligations in such order as TBCC shall determine in its
discretion. Pending delivery to TBCC, Borrower will not commingle any Items of
Payment with any of its other funds or property, but will segregate them from
the other assets of Borrower and will hold them in trust and for the account and
as the property of TBCC. Borrower hereby agrees to endorse any Items of Payment
upon the request of TBCC.

      1.5 Reserves. TBCC may, from time to time, in its Good Faith business
judgment upon reasonable prior notice to Borrower: (i) establish and modify
reserves against Eligible Receivables and Eligible Inventory, (ii) modify
advance rates with respect to Eligible Receivables and Eligible Inventory, (iii)
modify the standards of eligibility set forth in the definitions of Eligible
Receivables and Eligible Inventory, and (iv) establish reserves against
available Loans.

      1.6 Term.

            (a) The term of this Agreement shall be from the date of this
Agreement to the Maturity Date set forth in the Schedule, unless sooner
terminated in accordance with the terms of this Agreement, provided that the
Maturity Date shall automatically be extended, and this Agreement shall
automatically and continuously renew, for successive additional terms of one
year each, unless one party gives written notice to the other, not less than
sixty days prior to the next Maturity Date, that such party elects to terminate
this


                                      -1-
<PAGE>

TBCC                                                 Loan and Security Agreement
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Agreement effective on the next Maturity Date. On the Maturity Date or on any
earlier termination of this Agreement Borrower shall pay in full all
Obligations, and notwithstanding any termination of this Agreement all of TBCC's
security interests and all of TBCC's other rights and remedies shall continue in
full force and effect until payment and performance in full of all Obligations.

            (b) This Agreement may be terminated prior to the Maturity Date as
follows: (i) by Borrower, effective three business days after written notice of
termination is given to TBCC; or (ii) by TBCC at any time after the occurrence
of an Event of Default, without notice, effective immediately. If this Agreement
is terminated by Borrower or by TBCC under this Section 1.6(b), Borrower shall
pay to TBCC a termination fee (the "Termination Fee") in the amount shown on the
Schedule. The Termination Fee shall be due and payable on the effective date of
termination. Notwithstanding the foregoing, Borrower shall have no right to
terminate this Agreement at any time that any principal of, or interest on any
of the Loans or any other monetary Obligations are outstanding, except upon
prepayment of all Obligations and the satisfaction of all other conditions set
forth in the Loan Documents.

      1.7 Payment Procedures. Borrower hereby authorizes TBCC to charge the Loan
Account with the amount of all interest, fees, expenses and other payments to be
made hereunder and under the other Loan Documents. TBCC may, but shall not be
obligated to, discharge Borrower's payment obligations hereunder by so charging
the Loan Account. Whenever any payment to be made hereunder is due on a day that
is not a Business Day, the payment may be made on the next succeeding Business
Day and such extension of time shall be included in the computation of the
amount of interest due.

      1.8 Conditions to Initial Loan. The obligation of TBCC to make the initial
Loan is subject to the satisfaction of the following conditions prior to or
concurrent with such initial Loan, and Borrower shall cause all such conditions
to be satisfied by the Closing Deadline set forth in the Schedule:

            (a) Except for the filing of termination statements under the
Uniform Commercial Code by the existing lender to Borrower whose loans are being
repaid with the Loan proceeds and the documents and actions relating to the
Liens of TBCC created hereunder, as provided for in Section 1.8(c) below, no
consent or authorization of, filing with or other act by or in respect of any
Governmental Authority or any other Person is required in connection with the
execution, delivery, performance, validity or enforceability of this Agreement,
or the other Loan Documents or the consummation of the transactions contemplated
hereby or thereby or the continuing operations of the Borrower following the
consummation of such transactions.

            (b) TBCC and its counsel shall have performed (i) a review
satisfactory to TBCC of all of the Material Contracts and other assets of the
Borrower, the financial condition of the Borrower, including all of its tax,
litigation, environmental and other potential contingent liabilities, and the
corporate and capital structure of the Borrower and (ii) a pre-closing audit and
collateral review, in each case with results satisfactory to TBCC.

            (c) TBCC shall have received the following, each dated the date of
the initial Loan or as of an earlier date acceptable to TBCC, in form and
substance satisfactory to TBCC and its counsel: (i) a Blocked Account Agreement,
duly executed by the Borrower and its bank on TBCC's standard form; (ii)
acknowledgment copies of Uniform Commercial Code financing statements (naming
TBCC as secured party and the Borrower as debtor), duly filed in all
jurisdictions that TBCC deems necessary or desirable to perfect and protect the
Liens created hereunder, and evidence that all other filings, registrations and
recordings have been made in the appropriate governmental offices, and all other
action has been taken, which shall be necessary to create, in favor of TBCC, a
perfected first priority Lien on the Collateral (except for Excluded
Collateral). For purposes hereof, "Excluded Collateral" shall mean (i) any
deposit account held by the Borrower or any Guarantor at a depository
institution office located in a jurisdiction where TBCC's security interest in
such deposit account cannot be perfected by providing notice thereof to such
depository institution (provided, however, that with respect to any such deposit
account Borrower shall, at TBCC's request, provide TBCC with duly executed
agreements and instruments (all in form and substance satisfactory to TBCC)
necessary or, in the opinion of TBCC, desirable to perfect and maintain in favor
of TBCC a first priority security interest in such deposit account), and (ii)
specialized molds and demonstration equipment owned by Xylog Corporation and
located in jurisdictions other than California and New Jersey (provided that (a)
the aggregate book value of such specialized molds and demonstration equipment
at all such locations other than California and New Jersey shall not at any time
exceed $350,000, and (b) the aggregate book value of such specialized molds and
demonstration equipment at any single location outside of California or New
Jersey shall not at any time exceed $50,000).; (iii) the opinion of counsel for
the Borrower covering such matters incident to the transactions contemplated by
this Agreement as TBCC may specify in its discretion; (iv) certified copies of
all policies of insurance required by this Agreement and the other Loan
Documents, together with loss payee endorsements for all such policies naming
TBCC as lender loss payee and an additional insured; (v) copies of the
Borrower's articles or certificate of incorporation, certified as true, correct
and complete by the secretary of state of Borrower's state of incorporation
within 45 days of the date hereof; (vi) copies of the bylaws of the Borrower and
a copy of the resolutions of the Board of Directors of the Borrower authorizing
the execution, delivery and performance of this Agreement, the other Loan
Documents, and the transactions contemplated hereby and thereby, attached to
which is a certificate of the Secretary or an Assistant Secretary of the
Borrower certifying (A) that such copies of the bylaws and resolutions are true,
complete and accurate copies thereof, have not been amended or modified since
the date of such certificate and are in full force and effect and (B) the
incumbency, names and true signatures of the officers of the Borrower who are
authorized to sign the Loan Documents; (vii) a good standing certificate from
the Secretary of State of Borrower's state of incorporation and each state in
which the Borrower is qualified as a foreign corporation, each dated within ten
days of the date hereof; (viii) the additional documents and agreements, if any,
listed in the Schedule; and (ix) such other agreements and instruments as TBCC
deems necessary in its reasonable discretion in connection with the transactions
contemplated hereby.


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TBCC                                                 Loan and Security Agreement
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      1.9 Conditions to Lending. The obligation of TBCC to make any Loan is
subject to the satisfaction of the following conditions precedent:

            (a) There shall be no pending or, to the knowledge of Borrower after
due inquiry, threatened litigation, proceeding, inquiry or other action relating
to this Agreement, or any other Loan Document, which could reasonably be
expected to have a Material Adverse Effect in the judgment of TBCC;

            (b) Borrower shall be in compliance with all Requirements of Law and
Material Contracts, other than such noncompliance that could not reasonably be
expected to have a Material Adverse Effect;

            (c) The Liens in favor of TBCC shall have been duly perfected and
shall constitute first priority Liens, except for Permitted Liens and except
with respect to Excluded Collateral (as defined in Section 1.8(c) above);

            (d) All representations and warranties contained in this Agreement
and the other Loan Documents shall be true and correct on and as of the date of
such Loan as if then made, other than representations and warranties that
expressly relate solely to an earlier date, in which case they shall have been
true and correct as of such earlier date;

            (e) No Default or Event of Default shall have occurred and be
continuing or would result from the making of the requested Loan as of the date
of such request; and

            (f) No Material Adverse Effect shall have occurred.

2. INTEREST AND FEES.

            2.1 Interest. Borrower shall pay TBCC interest on all outstanding
Loans and other monetary Obligations, at the interest rate set forth in the
Schedule with respect to such Loans and other monetary Obligations. Interest
shall be payable monthly in arrears on the first Business Day of each month, and
on the Maturity Date. Following the occurrence and during the continuance of any
Event of Default, the interest rate applicable to each Loan shall be increased
to the extent provided for in the Note evidencing such Loan, and the interest
rate applicable to all other Obligations shall be increased by two percent per
annum.

      2.2 Fees. Borrower shall pay TBCC the fees set forth in the Schedule.

      2.3 Calculations. All interest and fees under this Agreement shall be
calculated on the basis of a year of 360 days for the actual number of days
elapsed in the period for which such interest or fees are payable.

      2.4 Taxes. Any and all payments by Borrower under this Agreement or any
other Loan Document shall be made free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions, charges or
withholdings and penalties, interest and all other liabilities with respect
thereto, excluding in the case of TBCC, taxes imposed on its net income and
franchise taxes imposed on it by the jurisdiction under the laws of which TBCC
is organized or any political subdivision thereof.

3. SECURITY.

      3.1 Grant of Security Interest. To secure the payment and performance when
due of all of the Obligations, Borrower hereby grants to TBCC a security
interest in all of its present and future Receivables, Investment Property,
Inventory, Equipment, Other Property, and other Collateral, wherever located.
Notwithstanding the foregoing, the grant of a security interest as provided
herein shall not extend to, and the term "Collateral" shall not include, any
Receivables or general intangibles (whether owned or held as licensee or lessee,
or otherwise), to the extent that (i) such Receivables or general intangibles
are not assignable or capable of being encumbered as a matter of law or under
the terms of the license or lease applicable thereto (but solely to the extent
that any such restriction shall be enforceable under applicable law against an
assignee), without the consent of the licensor or lessor thereof and (ii) such
consent has not been obtained; provided, however, that the foregoing grant of
security interest shall extend to, and the term "Collateral" shall include, (A)
any and all proceeds of any Receivables or general intangibles which are
otherwise excluded to the extent that the assignment or encumbrance of such
proceeds is not so restricted, including under Section 9-318 of the Uniform
Commercial Code, and (B) upon obtaining the consent of any such licensor, lessor
or other applicable party with respect to any such otherwise excluded
Receivables or general intangibles, such Receivables or general intangibles as
well as any and all proceeds thereof that might have been excluded from such
grant of security interest and the term "Collateral."

      3.2 Other Liens; Location of Collateral. Borrower represents, warrants and
covenants that all of the Collateral


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TBCC                                                 Loan and Security Agreement
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is, and will at all times continue to be, free and clear of all Liens, other
than Permitted Liens and Liens in favor of TBCC. All Collateral is and will
continue to be maintained at the locations shown on the Schedule.

      3.3 Receivables.

            (a) Schedules and Other Actions. As often as requested by TBCC,
Borrower shall execute and deliver to TBCC written schedules of Receivables and
Eligible Receivables (but the failure to execute or deliver any schedule shall
not affect or limit TBCC's security interest in all Receivables). On TBCC's
request, Borrower shall also furnish to TBCC copies of invoices to customers and
shipping and delivery receipts. Borrower shall deliver to TBCC the originals of
all letters of credit, notes, and instruments in its favor and such endorsements
or assignments as TBCC may reasonably request and, upon the request of TBCC,
Borrower shall deliver to TBCC all certificated securities with respect to any
Investment Property, with all necessary indorsements, and obtain such account
control agreements with securities intermediaries and take such other action
with respect to any Investment Property, as TBCC shall request, in form and
substance satisfactory to TBCC. Upon request of TBCC Borrower additionally shall
obtain consents from any letter of credit issuers with respect to the assignment
to TBCC of any letter of credit proceeds.

            (b) Records, Collections. Borrower shall report all customer credits
to TBCC, on the regular reports to TBCC in the form from time to time specified
by TBCC. Borrower shall notify TBCC of all returns and recoveries of merchandise
and of all claims asserted with respect to merchandise, on its regular reports
to TBCC. Borrower shall not settle or adjust any dispute or claim, or grant any
discount, credit or allowance or accept any return of merchandise, except in the
ordinary course of its business, without TBCC's prior written consent.

            (c) Representations. Borrower represents and warrants to TBCC that
each Receivable with respect to which Loans are requested by Borrower shall, on
the date each Loan is requested and made, represent an undisputed, bona fide,
existing, unconditional obligation of the account debtor created by the sale,
delivery, and acceptance of goods, the licensing of software or the rendition of
services, in the ordinary course of Borrower's business, and meet the Minimum
Eligibility Requirements set forth in Section 9.1(n) below.

      3.4 Inventory. Borrower shall maintain full, accurate and complete records
respecting the Inventory describing the kind, type and quantity of the Inventory
and Borrower's cost therefor, withdrawals therefrom and additions thereto,
including a perpetual inventory for work in process and finished goods.

      3.5 Equipment. Borrower shall at all times keep correct and accurate
records itemizing and describing the location, kind, type, age and condition of
the Equipment, Borrower's cost therefor and accumulated depreciation thereof and
retirements, sales, or other dispositions thereof. Borrower shall keep all of
its Equipment in a satisfactory state of repair and satisfactory operating
condition in accordance with industry standards, ordinary wear and tear
excepted. No Equipment shall be annexed or affixed to or become part of any
realty, unless the owner of the realty has executed and delivered a Landlord
Waiver in such form as TBCC shall specify. Where Borrower is permitted to
dispose of any Equipment under this Agreement or by any consent thereto
hereafter given by TBCC, Borrower shall do so at arm's length, in good faith and
by obtaining the maximum amount of recovery practicable therefor and without
impairing the operating integrity or value of the remaining Equipment.

      3.6 Investment Property. Borrower shall have the right to retain all
Investment Property payments and distributions, unless and until a Default or an
Event of Default has occurred. If a Default or an Event of Default exists,
Borrower shall hold all payments on, and proceeds of, and distributions with
respect to, Investment Property in trust for TBCC, and Borrower shall deliver
all such payments, proceeds and distributions to TBCC, immediately upon receipt,
in their original form, duly endorsed, to be applied to the Obligations in such
order as TBCC shall determine. Upon the request of TBCC, any such distributions
and payments with respect to any Investment Property held in any securities
account shall be held and retained in such securities account as part of the
Collateral.

      3.7 Further Assurances. Borrower will perform any and all steps that TBCC
may reasonably request to perfect TBCC's security interests in the Collateral,
including, without limitation, executing and filing financing and continuation
statements in form and substance satisfactory to TBCC. TBCC is hereby authorized
by Borrower to sign Borrower's name or file any financing statements or similar
documents or instruments covering the Collateral whether or not Borrower's
signature appears thereon. Borrower agrees, from time to time, at TBCC's
request, to file notices of Liens, financing statements, similar documents or
instruments, and amendments, renewals and continuations thereof, and cooperate
with TBCC, in connection with the continued perfection and protection of the
Collateral. If any Collateral is in the possession or control of any Person
other than a public warehouseman where the warehouse receipt is in the name of
or held by TBCC, Borrower shall notify such Person of TBCC's security interest
therein and, upon request, instruct such Person or Persons to hold all such
Collateral for the account of TBCC and subject to TBCC's instructions. If so
requested by TBCC, Borrower will deliver to TBCC warehouse receipts covering any
Collateral located in warehouses showing TBCC as the beneficiary thereof and
will also cause the warehouseman to execute and deliver such agreements as TBCC
may request relating to waivers of liens by such warehouseman and the release of
the Inventory to TBCC on its demand. Borrower shall defend the Collateral
against all claims and demands of all Persons.

      3.8 Power of Attorney. Borrower hereby appoints and constitutes TBCC as
Borrower's attorney-in-fact (i) to request at any time from account debtors
verification of information concerning Receivables and the amount owing thereon,
(ii) upon the occurrence and during the continuance of an Event of Default, to
convey any item of Collateral to any purchaser thereof, (iii) to give or sign
Borrower's name to any notices or statements necessary or desirable to create or
continue the Lien on any Collateral granted hereunder, (iv) to execute and
deliver to any securities intermediary or other Person any entitlement


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TBCC                                                 Loan and Security Agreement
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order, account control agreement or other notice, document or instrument with
respect to any Investment Property, and (v) to make any payment or take any act
necessary or desirable to protect or preserve any Collateral. TBCC's authority
hereunder shall include, without limitation, the authority to execute and give
receipt for any certificate of ownership or any document, transfer title to any
item of Collateral and take any other actions arising from or incident to the
powers granted to TBCC under this Agreement. This power of attorney is coupled
with an interest and is irrevocable.

4. Representations and Warranties of Borrower. Borrower represents and warrants
as follows:

      4.1 Organization, Good Standing and Qualification. Borrower (i) is a
corporation duly organized, validly existing and in good standing under the laws
of the State set forth above, (ii) has the corporate power and authority to own
its properties and assets and to transact the businesses in which it is engaged
and (iii) is duly qualified, authorized to do business and in good standing in
each jurisdiction where it is engaged in business, except to the extent that the
failure to so qualify or be in good standing would not have a Material Adverse
Effect.

      4.2 Locations of Offices, Records and Collateral. The address of the
principal place of business and chief executive office of Borrower is, and the
books and records of Borrower and all of its chattel paper and records relating
to Collateral are maintained exclusively in the possession of Borrower at, the
address of Borrower specified in the heading of this Agreement. Borrower has
places of business, and Collateral is located, only at such address and at the
addresses set forth in the Schedule and at any additional locations reported to
TBCC as provided in Section 5.8(c) as to which Borrower has provided TBCC (i) 7
days prior written notice thereof, and (ii) duly executed financing statements
and other agreements and instruments (all in form and substance satisfactory to
TBCC) necessary or, in the opinion of TBCC, desirable to perfect and maintain in
favor of TBCC a first priority security interest in the Collateral (other than
Excluded Collateral, as defined in Section 1.8(c) above) located at such
additional locations.

      4.3 Authority. Borrower has the requisite corporate power and authority to
execute, deliver and perform its obligations under each of the Loan Documents.
All corporate action necessary for the execution, delivery and performance by
Borrower of the Loan Documents has been taken.

      4.4 Enforceability. This Agreement is, and, when executed and delivered,
each other Loan Document will be, the legal, valid and binding obligation of
Borrower enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and general principles of equity.

      4.5 No Conflict. The execution, delivery and performance of each Loan
Document by Borrower does not and will not contravene (i) any of the Governing
Documents, (ii) any Requirement of Law or (iii) any Material Contract and will
not result in the imposition of any Liens other than in favor of TBCC.

      4.6 Consents and Filings. No consent, authorization or approval of, or
filing with or other act by, any shareholders of Borrower or any Governmental
Authority or other Person is required in connection with the execution,
delivery, performance, validity or enforceability of this Agreement or any other
Loan Document, the consummation of the transactions contemplated hereby or
thereby or the continuing operations of Borrower following such consummation,
except (i) those that have been obtained or made, (ii) the filing of financing
statements under the Uniform Commercial Code and (iii) any necessary filings
with U.S. Copyright Office and the U.S. Patent and Trademark Office.

      4.7 Solvency. Borrower is Solvent and will be Solvent upon the completion
of all transactions contemplated to occur on or before the date of this
Agreement (including, without limitation, the Loans to be made on the date of
this Agreement).

      4.8 Financial Data. Borrower has provided to TBCC complete and accurate
Financial Statements, which have been prepared in accordance with GAAP
consistently applied throughout the periods involved and fairly present the
financial position and results of operations of Borrower for each of the periods
covered, subject, in the case of any quarterly financial statements, to normal
year-end adjustments and the absence of notes. Borrower has no Contingent
Obligation or liability for taxes, unrealized losses, unusual forward or
long-term commitments or long-term leases, which is not reflected in such
Financial Statements or the footnotes thereto. Since the last date covered by
such Financial Statements, and other than transactions in the ordinary course of
business, there has been no sale, transfer or other disposition by Borrower of
any material part of its business or property and no purchase or other
acquisition of any business or property (including any capital stock of any
other Person) material in relation to the financial condition of Borrower at
said date. Since said date, (i) there has been no change, occurrence,
development or event which has had or could reasonably be expected to have a
Material Adverse Effect and (ii) none of the capital stock of Borrower has been
redeemed, retired, purchased or otherwise acquired for value by Borrower.

      4.9 Accuracy and Completeness of Information. All data, reports and
information previously, now or hereafter furnished by or on behalf of Borrower
to TBCC or the Auditors are or will be true and accurate in all material
respects on the date as of which such data, reports and information are dated or
certified, and not incomplete by omitting to state any material fact necessary
to make such data, reports and information not materially misleading at such
time. There are no facts now known to Borrower which individually or in the
aggregate would reasonably be expected to have a Material Adverse Effect and
which have not been disclosed in writing to TBCC.


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TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------

      4.10 No Joint Ventures, Partnerships or Subsidiaries. Borrower is not
engaged in any joint venture or partnership with any other Person. Except as
disclosed in the Schedule, Borrower has no Subsidiaries.

      4.11 Corporate and Trade Name. During the past five years, Borrower has
not been known by or used any other corporate, trade or fictitious name except
for its name as set forth on the signature page of this Agreement and the other
names specified in the Schedule.

      4.12 No Actual or Pending Material Modification of Business. There exists
no actual or, to the best of Borrower's knowledge after due inquiry, threatened
termination, cancellation or limitation of, or any modification or change in the
business relationship of Borrower with any customer or group of customers whose
purchases individually or in the aggregate are material to the operation of
Borrower's business or with any material supplier.

      4.13 No Broker's or Finder's Fees. No broker or finder brought about this
Agreement or the Loans. No broker's or finder's fees or commissions will be
payable by Borrower to any Person in connection with the transactions
contemplated by this Agreement.

      4.14 Taxes and Tax Returns. Borrower has properly completed and timely
filed all income tax returns it is required to file. The information filed is
complete and accurate in all material respects. All deductions taken in such
income tax returns are appropriate and in accordance with applicable laws and
regulations, except deductions that may have been disallowed but are being
challenged in good faith and for which adequate reserves have been made in
accordance with GAAP. All taxes, assessments, fees and other governmental
charges for periods beginning prior to the date of this Agreement have been
timely paid (or, if not yet due, adequate reserves therefor have been
established in accordance with GAAP) and Borrower has no liability for taxes in
excess of the amounts so paid or reserves so established. No deficiencies for
taxes have been claimed, proposed or assessed by any taxing or other
Governmental Authority against Borrower and no notice of any tax Lien has been
filed. There are no pending or threatened audits, investigations or claims for
or relating to any liability for taxes and there are no matters under discussion
with any Governmental Authority which could result in an additional liability
for taxes. No extension of a statute of limitations relating to taxes,
assessments, fees or other governmental charges is in effect with respect to
Borrower. Borrower is not a party to and does not have any obligations under any
written tax sharing agreement or agreement regarding payments in lieu of taxes.

      4.15 No Judgments or Litigation. Except as set forth in the Schedule, no
judgments, orders, writs or decrees are outstanding against Borrower, nor is
there now pending or, to the knowledge of Borrower after due inquiry, threatened
litigation, contested claim, investigation, arbitration, or governmental
proceeding by or against Borrower that (i) could individually or in the
aggregate be likely in the reasonable business judgment of TBCC to have a
Material Adverse Effect or (ii) purports to affect the legality, validity or
enforceability of this Agreement, any other Loan Document or the consummation of
the transactions contemplated hereby or thereby.

      4.16 Investments; Contracts. Borrower (i) has not committed to make any
Investment; (ii) is not a party to any indenture, agreement, contract,
instrument or lease or subject to any charter, by-law or other corporate
restriction or any injunction, order, restriction or decree, which would
materially and adversely affect its business, operations, assets or financial
condition; (iii) is not a party to any "take or pay" contract as to which it is
the purchaser; or (iv) has no material contingent or long-term liability,
including management contracts (excluding employment contracts of full-time
individual officers or employees), which could reasonably be expected to have a
Material Adverse Effect.

      4.17 No Defaults; Legal Compliance. Borrower is not in default under any
term of any Material Contract or in violation of any Requirement of Law, nor is
Borrower subject to any investigation with respect to a claimed violation of any
Requirement of Law.

      4.18 Rights in Collateral; Priority of Liens. All Collateral is owned or
leased by Borrower, free and clear of any and all Liens in favor of third
parties, other than Permitted Liens. The Liens granted to TBCC pursuant to the
Loan Documents constitute valid, enforceable and perfected first-priority Liens
on the Collateral, except for Permitted Liens.

      4.19 Intellectual Property. Set forth in the written Representations and
Warranties of Borrower previously delivered to TBCC is a complete and accurate
list of all patents, trademarks, trade names, service marks and copyrights
(registered and unregistered), and all applications therefor and licenses
thereof, of Borrower. Borrower owns or licenses all material patents,
trademarks, service-marks, logos, tradenames, trade secrets, know-how,
copyrights, or licenses and other rights with respect to any of the foregoing,
which are necessary or advisable for the operation of its business as presently
conducted or proposed to be conducted. To the best of its knowledge after due
inquiry, Borrower has not infringed any patent, trademark, service-mark,
tradename, copyright, license or other right owned by any other Person by the
sale or use of any product, process, method, substance, part or other material
presently contemplated to be sold or used, where such sale or use would
reasonably be expected to have a Material Adverse Effect and no claim or
litigation is pending, or to the best of Borrower's knowledge, threatened
against or affecting Borrower that contests its right to sell or use any such
product, process, method, substance, part or other material.

      4.20 Labor Matters. There are no existing or threatened strikes, lockouts
or other disputes relating to any collective bargaining or similar agreement to
which Borrower is a party which would, individually or in the aggregate, be
reasonably likely to have a Material Adverse Effect.

      4.21 Licenses and Permits. Borrower has obtained and holds in full force
and effect, all franchises, licenses, leases, permits, certificates,
authorizations, qualifications,


                                      -6-
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TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------

easements, rights of way and other rights and approvals which are necessary or
advisable for the operation of its business as presently conducted and as
proposed to be conducted, except where the failure to possess any of the
foregoing (individually or in the aggregate) would not have a Material Adverse
Effect.

      4.22 Government Regulation. Borrower is not subject to regulation under
the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act, the Investment Company Act of 1940, or any other
Requirement of Law that limits its ability to incur indebtedness or its ability
to consummate the transactions contemplated by this Agreement and the other Loan
Documents.

      4.23 Business and Properties. The business of Borrower is not affected by
any fire, explosion, accident, strike, lockout or other labor dispute, drought,
storm, hail, earthquake, embargo, act of God or of the public enemy or other
casualty (whether or not covered by insurance) that could reasonably be expected
to have a Material Adverse Effect.

      4.24 Status of Certain Subsidiaries. Calculus Instruments Company, Inc., a
New Jersey corporation and an indirect wholly-owned subsidiary of Borrower
("Calculus"), is a dormant company with no material assets of any kind and no
Indebtedness or Obligations whatsoever, whether to Borrower, to any other
Affiliate of Calculus or to any third party. Ovamed Corporation, a California
corporation and an indirect wholly-owned subsidiary of Borrower ("Ovamed"), is a
dormant company with no material assets of any kind and no Indebtedness or
Obligations whatsoever, whether to Borrower, to any other Affiliate of Ovamed or
to any third party. Borrower has no plans to transfer assets to, or otherwise
alter the dormant status of, either Calculus or Ovamed.

      4.25 Affiliate Transactions. Borrower is not a party to or bound by any
agreement or arrangement (whether oral or written) to which any Affiliate of
Borrower is a party except (i) in the ordinary course of and pursuant to the
reasonable requirements of the business of Borrower and (ii) upon fair and
reasonable terms no less favorable to Borrower than it could obtain in a
comparable arm's-length transaction with an unaffiliated Person.

      4.26 Survival of Representations. All representations made by Borrower in
this Agreement and in any other Loan Document executed and delivered by it in
connection herewith shall survive the execution and delivery hereof and thereof
and the closing of the transactions contemplated hereby and thereby.

5. AFFIRMATIVE COVENANTS OF THE BORROWER. Until termination of this Agreement
and payment and satisfaction of all Obligations:

      5.1 Corporate Existence. Borrower shall (i) maintain its corporate
existence, (ii) maintain in full force and effect all material licenses, bonds,
franchises, leases, trademarks, qualifications and authorizations to do
business, and all material patents, contracts and other rights necessary or
advisable to the profitable conduct of its business, and (iii) continue in, and
limit its operations to, the same lines of business as presently conducted by
it or lines of business closely related or ancillary thereto.

      5.2 Maintenance of Property. Borrower shall keep all property useful and
necessary to its business in good working order and condition (ordinary wear and
tear excepted)

      5.3 Affiliate Transactions. Borrower shall conduct transactions with any
of its Affiliates on an arm's-length basis or other basis no less favorable to
Borrower and which are approved by the board of directors of Borrower.

      5.4 Taxes. Borrower shall pay when due (i) all tax assessments, and other
governmental charges and levies imposed against it or any of its property and
(ii) all lawful claims that, if unpaid, might by law become a Lien upon its
property; provided, however, that, unless such tax assessment, charge, levy or
claim has become a Lien on any of the property of Borrower, it need not be paid
if it is being contested in good faith, by appropriate proceedings diligently
conducted and an adequate reserve or other appropriate provision shall have been
made therefor as required in accordance with GAAP.

      5.5 Requirements of Law. Borrower shall comply with all Requirements of
Law applicable to it, including, without limitation, all applicable Federal,
State, local or foreign laws and regulations, including, without limitation,
those relating to environmental matters, employee matters, the Employee
Retirement Income Security Act of 1974, and the collection, payment and deposit
of employees' income, unemployment and social security taxes, provided that
Borrower shall not be deemed in violation hereof if Borrower's failure to comply
with any of the foregoing would not require more than $100,000 to cure the same.

      5.6 Insurance. Borrower shall maintain public liability insurance,
business interruption insurance, third party property damage insurance and
replacement value insurance on its assets (including the Collateral) under such
policies of insurance, with such insurance companies, in such amounts and
covering such risks as are at all times satisfactory to TBCC in its commercially
reasonable judgment, all of which policies covering the Collateral shall name
TBCC as an additional insured and lender loss payee in case of loss, and contain
other provisions as TBCC may reasonably require to protect fully TBCC's interest
in the Collateral and any payments to be made under such policies.

      5.7 Books and Records; Inspections. Borrower shall (i) maintain books and
records (including computer records) pertaining to the Collateral in such
detail, form and scope as is consistent with good business practice and (ii)
provide TBCC and its agents access to the premises of Borrower at any time and
from time to time, during normal business hours and upon reasonable notice under
the circumstances, and at any time on and after the occurrence of a Default or
Event of Default, for the purposes of (A) inspecting and verifying the
Collateral, (B) inspecting


                                      -7-
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TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------

and copying (at Borrower's expense) any and all records pertaining thereto, and
(C) discussing the affairs, finances and business of Borrower with any officer,
employee or director of Borrower or with the Auditors. Borrower shall reimburse
TBCC for the reasonable travel and related expenses of TBCC's employees or, at
TBCC's option, of such outside accountants or examiners as may be retained by
TBCC to verify or inspect Collateral, records or documents of Borrower on a
regular basis or for a special inspection if TBCC deems the same appropriate. If
TBCC's own employees are used, Borrower shall also pay therefor $600 per person
per day (or such other amount as shall represent TBCC's then current standard
charge for the same), or, if outside examiners or accountants are used, Borrower
shall also pay TBCC such reasonable sum as TBCC may be obligated to pay as fees
therefor, provided, however, that unless a Default or Event of Default has
occurred and is continuing, Borrower's obligation to reimburse TBCC for expenses
incurred pursuant to this Section 5.7 shall be limited to a maximum of $10,000
during any period of 12 consecutive months.

      5.8 Notification Requirements. Borrower shall give TBCC the following
notices and other documents:

            (a) Notice of Defaults. Borrower shall give TBCC written notice of
any Default or Event of Default within two Business Days after becoming aware of
the same.

            (b) Proceedings or Adverse Changes. Borrower shall give TBCC written
notice of any of the following, promptly, and in any event within five Business
Days after Borrower becomes aware of any of the following: (i) any proceeding
being instituted or threatened by or against it in any federal, state, local or
foreign court or before any commission or other regulatory body involving a sum,
together with the sum involved in all other similar proceedings, in excess of
$100,000 in the aggregate, (ii) any order, judgment or decree being entered
against Borrower or any of its properties or assets involving a sum, together
with the sum of all other orders, judgments or decrees, in excess of $75,000 in
the aggregate, and (iii) any actual or prospective change, development or event
which has had or could reasonably be expected to have a Material Adverse Effect.

            (c) Change of Name or Chief Executive Office; Opening Additional
Places of Business. Borrower shall give TBCC at least 7 days prior written
notice of any change of Borrower's corporate name or its chief executive office
or of the opening of any additional place of business where Inventory or
Equipment with an aggregate value of more than $50,000 will be located.

            (d) Casualty Loss. Borrower shall (i) provide written notice to
TBCC, within ten Business Days, of any material damage to, the destruction of or
any other material loss to any asset or property owned or used by Borrower other
than any such asset or property with a net book value (individually or in the
aggregate) less than $50,000 or any condemnation, confiscation or other taking,
in whole or in part, or any event that otherwise diminishes so as to render
impracticable or unreasonable the use of such asset or property owned or used by
Borrower together with the amount of the damage, destruction, loss or diminution
in value and (ii) diligently file and prosecute its claim or claims for any
award or payment in connection with any of the foregoing.

            (e) Intellectual Property. Borrower shall promptly give TBCC written
notice of any copyright registration made by it, any rights Borrower may obtain
to any copyrightable works, new trademarks or any new patentable inventions, and
of any renewal or extension of any trademark registration, or if it shall
otherwise become entitled to the benefit of any patent or patent application or
trademark or trademark application.

            (f) Deposit Accounts and Security Accounts. Borrower shall promptly
give TBCC written notice of the opening of any new bank account or other deposit
account, and any new securities account.

      5.9 Qualify to Transact Business. Borrower shall qualify to transact
business as a foreign corporation in each jurisdiction where the nature or
extent of its business or the ownership of its property requires it to be so
qualified or authorized and where failure to qualify or be authorized would have
a Material Adverse Effect.

      5.10 Financial Reporting. Borrower shall timely deliver to TBCC the
following financial information: the information set forth in the Schedule, and,
when requested by TBCC in its good-faith judgment, any further information
respecting Borrower or any Collateral. Borrower authorizes TBCC to communicate
directly with its officers, employees and Auditors and to examine and make
abstracts from its books and records. Borrower authorizes its Auditors to
disclose to TBCC any and all financial statements, work papers and other
information of any kind that they may have with respect to Borrower and its
business and financial and other affairs. Borrower shall deliver a letter
addressed to the Auditors requesting them to comply with the provisions of this
paragraph when requested by TBCC.

      5.11 Payment of Liabilities. Borrower shall pay and discharge, in the
ordinary course of business, all Indebtedness, except where the same may be
contested in good faith by appropriate proceedings and adequate reserves with
respect thereto have been provided on the books and records of Borrower in
accordance with GAAP.

      5.12 Patents, Trademarks, Etc. Borrower shall do and cause to be done all
things necessary to preserve, maintain and keep in full force and effect all of
its


                                      -8-
<PAGE>

TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------


registrations of trademarks, service marks and other marks, trade names and
other trade rights, patents, copyrights and other intellectual property in
accordance with prudent business practices.

      5.13 Proceeds of Collateral. Without limiting any of the other terms of
this Agreement, and without implying any consent to any sale or other transfer
of Collateral in violation of any provision of this Agreement, Borrower shall
deliver to TBCC all proceeds of any sale or other transfer or disposition of any
Collateral (other than (provided no Default or Event of Default has occurred and
is continuing) proceeds deriving from transactions in the ordinary course of
business), promptly upon receipt of the same (and in any event within one
Business Day of such receipt) and in the same form as received, with any
necessary endorsements, and Borrower will not commingle any such proceeds with
any of its other funds or property, but will segregate them from the other
assets of Borrower and will hold them in trust and for the account and as the
property of TBCC.

      5.14 Solvency. Borrower shall be Solvent at all times.

6. Negative Covenants. Until termination of this Agreement and payment and
satisfaction of all Obligations:

      6.1 Contingent Obligations. Borrower will not, directly or indirectly,
incur, assume, or suffer to exist any Contingent Obligation, excluding
indemnities given in connection with this Agreement or the other Loan Documents
in favor of TBCC or in connection with the sale of Inventory or other asset
dispositions permitted hereunder.

      6.2 Corporate Changes. Borrower will not, directly or indirectly, merge or
consolidate with any Person, or liquidate or dissolve (or suffer any liquidation
or dissolution).

      6.3 Change in Nature of Business. Borrower will not at any time make any
material change in the lines of its business as carried on at the date of this
Agreement or enter into any new line of business not closely related or
ancillary to the lines of Business of Borrower on the date hereof.

      6.4 Sales of Assets. Borrower will not, directly or indirectly, in any
fiscal year, sell, transfer or otherwise dispose of any assets, or grant any
option or other right to purchase or otherwise acquire any assets other than (i)
Equipment with an aggregate value of less than $25,000 the proceeds of which
shall be paid to TBCC and applied to the Obligations (provided, however, that
the foregoing limit shall be $50,000 in the case of Equipment that is obsolete
or no longer useful in Borrower's business), (ii) sales of Inventory in the
ordinary course of business and (iii) licenses or sublicenses on a non-exclusive
basis of intellectual property in the ordinary course of Borrower's business.

      6.5 Cancellation of Debt. Borrower will not cancel any claim or debt owed
to it, except in the ordinary course of business.

      6.6 Loans to Other Persons. Borrower will not at any time make loans or
advance any credit (except to trade debtors in the ordinary course of business)
to any Person in excess of 50,000 in the aggregate at any time for all such
loans.

      6.7 Liens. Borrower will not, directly or indirectly, at any time create,
incur, assume or suffer to exist any Lien on or with respect to any of the
Collateral, other than: Liens created hereunder and by any other Loan Document;
and Permitted Liens.

      6.8 Dividends, Stock Redemptions. Borrower will not, directly or
indirectly, pay any dividends or distributions on, purchase, redeem or retire
any shares of any class of its capital stock or any warrants, options or rights
to purchase any such capital stock, whether now or hereafter outstanding
("Stock"), or make any payment on account of or set apart assets for a sinking
or other analogous fund for, the purchase, redemption, defeasance, retirement or
other acquisition of its Stock, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or property or in
obligations of Borrower, except for dividends paid solely in stock of the
Borrower.

      6.9 Investments in Other Persons. Except as permitted by Section 6.6
hereof, Borrower will not, directly or indirectly, at any time make or hold any
Investment in any Person (whether in cash, securities or other property of any
kind) other than Investments in Cash Equivalents.

      6.10 Partnerships; Subsidiaries; Joint Ventures; Management Contracts.
Borrower will not at any time create any direct or indirect Subsidiary, enter
into any joint venture or similar arrangement or become a partner in any general
or limited partnership or enter into any management contract (other than an
employment contract for the employment of an officer or employee entered into in
the regular course of Borrower's business) permitting third party management
rights with respect to Borrower's business.

      6.11 Fiscal Year. Borrower will not change its fiscal year.

      6.12 Accounting Changes. Borrower will not at any time make or permit any
change in accounting policies or reporting practices, except as required by
GAAP.

      6.13 Broker's or Finder's Fees. Borrower will not pay or incur any
broker's or finder's fees in connection with this Agreement or the transactions
contemplated hereby.

      6.14 (Reserved.)


                                      -9-
<PAGE>

TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------

      6.15 Amendments of Material Contracts. Borrower will not amend, modify,
cancel or terminate, or permit the amendment, modification, cancellation or
termination of, any Material Contract, if such amendment, modification,
cancellation or termination would be reasonably likely to have a Material
Adverse Effect.

      6.16 Sale and Leaseback Obligations. Borrower will not at any time create,
incur or assume any obligations as lessee for the rental of real or personal
property in connection with any sale and leaseback transaction.

      6.17 Acquisition of Stock or Assets. Borrower will not acquire or commit
or agree to acquire all or any stock, securities or assets of any other Person
other than Inventory and Equipment acquired in the ordinary course of business.

7. EVENTS OF DEFAULT.

      7.1 Events of Default. The occurrence of any of the following events shall
constitute an "Event of Default":

            (a) Borrower shall fail to pay any principal, interest, fees,
expenses or other Obligations when payable, whether at stated maturity, by
acceleration, or otherwise; or

            (b) Borrower shall default in the performance or observance of any
agreement, covenant, condition, provision or term contained in Section 1.1, 1.2,
1.4, 3.3, 5.7, 5.13, 6 (and its Sections and subsections), or 8.1 of this
Agreement, or Borrower shall fail to perform any non-monetary Obligation which
by its nature cannot be cured; or

            (c) Borrower shall default in the performance or observance of any
other agreement, covenant, condition, provision or term of this Agreement (other
than those referred to in Section 7.1(a) above or Section 7.1(b) above) or any
other Loan Document, and such failure continues uncured for a period of seven
Business Days after the date it occurs; or

            (d) Borrower or any Guarantor shall dissolve, wind up or otherwise
cease to conduct its business; or

            (e) Borrower or any Guarantor shall become the subject of (i) an
Insolvency Event except as set forth in clause (e) of the definition of
Insolvency Event or (ii) an Insolvency Event as set forth in clause (e) of the
definition of Insolvency Event that is not dismissed within sixty days; or

            (f) any representation or warranty made by or on behalf of Borrower
or any Guarantor to TBCC, under this Agreement or otherwise, shall be incorrect
or misleading in any material respect when made or deemed made; or

            (g) A change in the ownership or control of more than 20% of the
voting stock of the Borrower compared to such ownership on the date of this
Agreement;

            (h) any judgment or order for the payment of money shall be rendered
against Borrower in an amount in excess of $100,000 and shall not be stayed,
vacated, bonded or discharged within thirty days; or

            (i) any defined "Event of Default" shall occur under any other Loan
Document; or Borrower or any Guarantor shall deny or disaffirm its obligations
under any of the Loan Documents or any Liens granted in connection therewith or
shall otherwise challenge any of its obligations under any of the Loan
Documents; or any Liens granted in any of the Collateral shall be determined to
be void, voidable or invalid, are subordinated or are not given the priority
contemplated by this Agreement; or

            (j) any Loan Document shall for any reason cease to create a valid
and perfected Lien on the Collateral purported to be covered thereby, of first
priority (except for Permitted Liens and except with respect to Excluded
Collateral, as defined in Section 1.8(c) above); or

            (k) the Auditors for Borrower shall deliver a Qualified opinion on
any Financial Statement; or

            (l) Borrower or any Guarantor (i) shall fail to pay any Indebtedness
owing to TBCC under any other agreement with TBCC or note or instrument in favor
of TBCC, when due (whether at scheduled maturity or by required prepayment,
acceleration, demand or otherwise), or (ii) shall otherwise be in breach of or
default in any of its obligations under any such agreement, note or instrument
with respect to any such Indebtedness; or

            (m) Borrower or any Guarantor (i) shall fail to pay any Indebtedness
in excess of $75,000 owing to any Person other than TBCC or any interest or
premium thereon, when due (whether at scheduled maturity or by required
prepayment, acceleration, demand or otherwise), or (ii) shall otherwise be in
breach or default in any of its obligations under any agreement with respect to
any such Indebtedness, if the effect of such breach, default or failure to pay
is to cause such Indebtedness to become due or redeemed or permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to declare such Indebtedness due or require such Indebtedness to be
redeemed prior to its stated maturity; or

            (n) the occurrence of any event or condition that, in TBCC's
judgment, could reasonably be expected to have a Material Adverse Effect.

TBCC may cease making any Loans hereunder during any of the above cure periods,
and thereafter if any Event of Default has occurred and is continuing.

      7.2 Remedies. Upon the occurrence and during the continuance of an Event
of Default, TBCC shall have all rights and remedies under applicable law and the
Loan Documents, and TBCC may do any or all of the following:

            (a) Declare all Obligations to be immediately due and payable
(except with respect to any Event of Default with respect to Borrower set forth
in Section 7.1(e), in which case all Obligations shall automatically become


                                      -10-
<PAGE>


TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------

immediately due and payable) without presentment, demand, protest or any other
action or obligation of TBCC;

            (b) Cease making any Loans or other extensions of credit to Borrower
of any kind;

            (c) Take possession of all documents, instruments, files and records
(including the copying of any computer records) relating to the Receivables or
other Collateral and use (at the expense of Borrower) such supplies or space of
Borrower at Borrower's places of business necessary to administer and collect
the Receivables and other Collateral;

            (d) Accelerate or extend the time of payment, compromise, issue
credits, or bring suit on the Receivables and other Collateral (in the name of
Borrower or TBCC) and otherwise administer and collect the Receivables and other
Collateral;

            (e) Collect, receive, dispose of and realize upon any Investment
Property, including withdrawal of any and all funds from any securities
accounts;

            (f) Sell, assign and deliver the Receivables and other Collateral,
with or without advertisement, at public or private sale, for cash, on credit or
otherwise, subject to applicable law; and

            (g) Foreclose on the security interests created pursuant to the Loan
Documents by any available procedure, take possession of any or all of the
Collateral, with or without judicial process and enter any premises where any
Collateral may be located for the purpose of taking possession of or removing
the same.

            (h) TBCC may bid or become a purchaser at any sale, free from any
right of redemption, which right is expressly waived by Borrower, if permitted
under applicable law. If notice of intended disposition of any Collateral is
required by law, it is agreed that ten days' notice shall constitute reasonable
notification. Borrower will assemble the Collateral and make it available at
such locations as TBCC may specify, whether at the premises of Borrower or
elsewhere, and will make available to TBCC the premises and facilities of
Borrower for the purpose of TBCC's taking possession of or removing the
Collateral or putting the Collateral in salable form.

            (i) Borrower recognizes that TBCC may be unable to make a public
sale of any or all of the Investment Property, by reason of prohibitions
contained in applicable securities laws or otherwise, and expressly agrees that
a private sale to a restricted group of purchasers for investment and not with a
view to any distribution thereof shall be considered a commercially reasonable
sale.

      7.3 Receivables. Upon the occurrence and during the continuance of an
Event of Default, or at any time that TBCC believes in good faith that fraud has
occurred or that Borrower has failed to deliver the proceeds of Receivables or
other Collateral to TBCC as required by this Agreement or any other Loan
Document, TBCC may (i) settle or adjust disputes or claims directly with account
debtors for amounts and upon terms which it considers advisable, and (ii) notify
account debtors on the Receivables and other Collateral that the Receivables and
Collateral have been assigned to TBCC, and that payments in respect thereof
shall be made directly to TBCC. If an Event of Default has occurred and is
continuing or TBCC reasonably believes in good faith that fraud has occurred, or
that Borrower has failed to deliver the proceeds of Receivables or other
Collateral to TBCC as required by this Agreement or any other Loan Document,
Borrower hereby irrevocably authorizes and appoints TBCC, or any Person TBCC may
designate, as its attorney-in-fact, at Borrower's sole cost and expense, to
exercise, all of the following powers, which are coupled with an interest and
are irrevocable, until all of the Obligations have been indefeasibly paid and
satisfied in full in cash: (A) to receive, take, endorse, sign, assign and
deliver, all in the name of TBCC or Borrower, any and all checks, notes, drafts,
and other documents or instruments relating to the Collateral; (B) to receive,
open and dispose of all mail addressed to Borrower and to notify postal
authorities to change the address for delivery thereof to such address as TBCC
may designate; and (C) to take or bring, in the name of TBCC or Borrower, all
steps, actions, suits or proceedings deemed by TBCC necessary or desirable to
enforce or effect collection of Receivables and other Collateral or file and
sign Borrower's name on a proof of claim in bankruptcy or similar document
against any obligor of Borrower.

      7.4 Right of Setoff. In addition to all rights of offset that TBCC may
have under applicable law, upon the occurrence and during the continuance of any
Event of Default, and whether or not TBCC has made any demand or the Obligations
of Borrower have matured, TBCC shall have the right to appropriate and apply to
the payment of the Obligations of Borrower all deposits and other obligations
then or thereafter owing by TBCC to or for the credit or the account of
Borrower. In the event that TBCC exercises any of its rights under this Section,
TBCC shall provide notice to Borrower of such exercise, provided that the
failure to give such notice shall not affect the validity of the exercise of
such rights.

      7.5 License for Use of Software and Other Intellectual Property. After the
occurrence and during the continuance of an Event of Default, unless expressly
prohibited by any licensor thereof, TBCC is hereby granted a license to use all
computer software programs, data bases, processes, trademarks, tradenames and
materials used by Borrower in connection with its businesses or in connection
with the Collateral.

      7.6 No Marshalling; Deficiencies; Remedies Cumulative. The net cash
proceeds resulting from TBCC's exercise of any of its rights with respect to
Collateral, including any and all Collections (after deducting all of TBCC's
reasonable expenses related thereto), shall be applied by TBCC to such of the
Obligations in such order as TBCC shall elect in its sole and absolute
discretion, whether due or to become due. Borrower shall remain liable to TBCC
for any deficiencies and TBCC shall remit to Borrower or its successor or
assign, any surplus resulting therefrom. The remedies specified in this
Agreement are cumulative, may be exercised in such order and with respect to
such Collateral as TBCC may deem desirable and are not intended to be exclusive,
and the full or partial exercise of any of them shall not preclude the full or
partial exercise of any other available remedy under this Agreement, under any
other Loan Document, at equity or at law.


                                      -11-
<PAGE>

TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------

      7.7 Waivers. Borrower hereby waives any bonds, security or sureties
required by any statute, rule or any other law as an incident to any taking of
possession by TBCC of any Collateral. Borrower also waives any damages (direct,
consequential or otherwise) occasioned by the enforcement of TBCC's rights under
this Agreement or any other Loan Document including the taking of possession of
any Collateral or the giving of notice to any account debtor or the collection
of any Receivable or other Collateral (other than damages that are the result of
acts or omissions constituting gross negligence or willful misconduct of TBCC).
These waivers and all other waivers provided for in this Agreement and the other
Loan Documents have been negotiated by the parties and Borrower acknowledges
that it has been represented by counsel of its own choice and has consulted such
counsel with respect to its rights hereunder.

      7.8 Right to Make Payments. In the event that Borrower shall fail to
purchase or maintain insurance required hereunder, or to pay any tax,
assessment, government charge or levy, except as the same may be otherwise
permitted hereunder, or in the event that any Lien prohibited hereby shall not
be paid in full or discharged, or in the event that Borrower shall fail to
perform or comply with any other covenant, promise or obligation to TBCC
hereunder or under any other Loan Document, TBCC may (but shall not be required
to) perform, pay, satisfy, discharge or bond the same for the account of
Borrower, and all amounts so paid by TBCC shall be treated as a Loan hereunder
to Borrower and shall constitute part of the Obligations.

8. ASSIGNMENTS AND PARTICIPATIONS.

      8.1 Assignments. Borrower shall not assign this Agreement or any right or
obligation hereunder without the prior written consent of TBCC. TBCC may assign
(without the consent of Borrower) to one or more Persons all or a portion of its
rights and obligations under this Agreement and the other Loan Documents
provided, however, that unless a Default or Event of Default has occurred and is
continuing, TBCC shall not assign any of its rights or obligations under this
Agreement to a competitor of Borrower or to any subsidiary or affiliate of any
such competitor.

      8.2 Participations. TBCC may sell participations in or to all or a portion
of its rights and obligations under this Agreement (including, without
limitation, all or a portion of the Loans); provided, however, that TBCC's
obligations under this Agreement shall remain unchanged.

      8.3 Disclosure. TBCC may, in connection with any permitted assignment or
participation or proposed assignment or participation pursuant to this
Agreement, disclose to the assignee or participant or proposed assignee or
participant any information relating to Borrower furnished to TBCC by or on
behalf of Borrower.

9. DEFINITIONS.

      9.1 General Definitions. As used herein, the following terms shall have
the meanings herein specified (to be equally applicable to both the singular and
plural forms of the terms defined):

            (a) "Affiliate" means as to any Person, any other Person who
directly or indirectly controls, is under common control with, is controlled by
or is a director or officer of such Person. As used in this definition,
"control" (including its correlative meanings, "controlled by" and "under common
control with") means possession, directly or indirectly, of the power to direct
or cause the direction of management or policies (whether through ownership of
voting securities or partnership or other ownership interests, by contract or
otherwise), provided that, in any event, any Person who owns directly or
indirectly twenty percent (20%) or more of the securities having ordinary voting
power for the election of the members of the board of directors or other
governing body of a corporation or twenty percent (20%) or more of the
partnership or other ownership interests of any other Person (other than as a
limited partner of such other Person) will be deemed to control such
corporation, partnership or other Person.

            (b) "Agreement" means this Loan and Security Agreement, as amended,
supplemented or otherwise modified from time to time.

            (c) "Auditors" means a nationally recognized firm of independent
public accountants selected by Borrower and reasonably satisfactory to TBCC,
provided that Ernst & Young LLP is deemed to be reasonably satisfactory to TBCC.

            (d) "Bankruptcy Code" means Title 11 of the United States Code
entitled "Bankruptcy," as that title may be amended from time to time, or any
successor statute.

            (e) "Borrowing" means a borrowing of Loans.

            (f) "Business Day" means any day other than a Saturday, Sunday or
any other day on which commercial banks in Chicago, Illinois are required or
permitted by law to close.

            (g) "Cash Equivalents" means (i) securities issued, guaranteed or
insured by the United States or any of its agencies with maturities of not more
than one year from the date acquired; (ii) certificates of deposit with
maturities of not more than one year from the date acquired, issued by any U.S.
federal or state chartered commercial bank of recognized standing which has
capital and unimpaired surplus in excess of $100,000,000; (iii) investments in
money market funds registered under the Investment Company Act of 1940; and (iv)
other instruments, commercial paper or investments acceptable to TBCC in its
sole discretion.

            (h) "Collateral" means Receivables, Investment Property, Inventory,
Equipment, and Other Property, and all additions and accessions thereto and
substitutions and replacements therefor and improvements thereon, and all
proceeds (whether cash or other property) and products thereof, including,
without limitation, all proceeds of insurance covering the same and all tort
claims in connection therewith, and all records, files, computer programs and
files, data and writings relating to the foregoing, and all equipment containing
the foregoing. Notwithstanding the foregoing, the term "Collateral" shall not
include any Receivables or


                                      -12-
<PAGE>

general intangibles (whether owned or held as licensee or lessee, or otherwise),
to the extent that (i) such Receivables or general intangibles are not
assignable or capable of being encumbered as a matter of law or under the terms
of the license or lease applicable thereto (but solely to the extent that any
such restriction shall be enforceable under applicable law against an assignee),
without the consent of the licensor or lessor thereof and (ii) such consent has
not been obtained; provided, however, that the term "Collateral" shall include
(A) any and all proceeds of any Receivables or general intangibles which are
otherwise excluded to the extent that the assignment or encumbrance of such
proceeds is not so restricted, including under Section 9-318 of the Uniform
Commercial Code, and (B) upon obtaining the consent of any such licensor, lessor
or other applicable party with respect to any such otherwise excluded
Receivables or general intangibles, such Receivables or general intangibles as
well as any and all proceeds thereof that might have been excluded from the term
"Collateral."

            (i) "Collections" means all cash, funds, checks, notes, instruments,
any other form of remittance tendered by account debtors in respect of payment
of Receivables and any other payments received by Borrower with respect to any
other Collateral.

            (j) "Compliance Certificate" means a certificate as to compliance
with the Obligations, on TBCC's standard form (in effect from time to time).

            (k) "Contingent Obligation" means any direct, indirect, contingent
or non-contingent guaranty or obligation for the Indebtedness of another Person,
except endorsements in the ordinary course of business.

            (l) "Default" means any of the events specified in Section 7.1,
whether or not any of the requirements for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

            (m) "Eligible Inventory" means Inventory of Borrower which TBCC in
its sole discretion deems eligible for borrowing, based on such considerations
as TBCC in its sole discretion may deem appropriate from time to time and less
any such reserves as TBCC, in its sole discretion, may require. Without limiting
the fact that the determination of which Inventory is eligible for borrowing is
a matter of TBCC's sole discretion, the following are the minimum requirements
for Inventory to be Eligible Inventory: (i) the Inventory must consist of
finished goods, in good, new and salable condition which is not perishable, not
obsolete or unmerchantable, and is not comprised of raw materials, work in
process, packaging materials or supplies; (iii) the Inventory must meet all
applicable governmental standards; (iv) the Inventory must have been
manufactured in compliance with the Fair Labor Standards Act; (v) the Inventory
must conform in all respects to the warranties and representations set forth in
this Agreement; (vi) the Inventory must at all times be subject to TBCC's duly
perfected, first priority security interest; and (vii) the Inventory must be in
Borrower's exclusive possession, separately identifiable from goods of others,
and situated at Borrower's chief executive office or at one of the other
Borrower locations set forth on the Schedule. The value of Eligible Inventory
shall be computed at the lower of cost (computed on a "first in, first out"
basis) or wholesale market value.

            (n) "Eligible Receivables" means and includes only those Receivables
which TBCC in its sole discretion deems eligible for borrowing, based on such
considerations as TBCC in its sole discretion may deem appropriate from time to
time and less any such reserves as TBCC, in its sole discretion, may require.
Without limiting the fact that the determination of which Receivables are
eligible for borrowing is a matter of TBCC's sole discretion, the following (the
"Minimum Eligibility Requirements") are the minimum requirements for a
Receivable to be an Eligible Receivable: (i) the Receivable must not be
outstanding for more than 90 days from its invoice date, (ii) the Receivable
must not represent progress billings, or be due under a fulfillment or
requirements contract with the account debtor, (iii) the Receivable must not be
subject to any contingencies (including Receivables arising from sales on
consignment, guaranteed sale or other terms pursuant to which payment by the
account debtor may be conditional), (iv) the Receivable must not be owing from
an account debtor with whom the Borrower has any dispute (whether or not
relating to the particular Receivable), (v) the Receivable must not be owing
from an Affiliate of Borrower, (vi) the Receivable must not be owing from an
account debtor which is subject to any insolvency or bankruptcy proceeding, or
whose financial condition is not acceptable to TBCC, or which, fails or goes out
of a material portion of its business, (vii) the Receivable must not be owing
from the United States or any department, agency or instrumentality thereof
(unless there has been compliance, to TBCC's satisfaction, with the United
States Assignment of Claims Act), (viii) the Receivable must not be owing from
an account debtor located outside the United States or Canada (unless
pre-approved by TBCC in its discretion in writing, or backed by a letter of
credit satisfactory to TBCC, or FCIA insured satisfactory to TBCC), (ix) the
Receivable must not be owing from an account debtor to whom Borrower is or may
be liable for goods purchased from such account debtor or otherwise, (x) the
Receivable must not violate any representation or warranty set forth in this
Agreement, and (xi) the Receivable must not be one in which TBCC does not have a
first-priority, valid, perfected Lien. Without limiting the generality of the
foregoing, Borrower must be in compliance with all requirements of the Loan
Documents regarding registration with the U.S. Copyright Office of any
copyrightable software in order for any Receivable arising from any licensing of
such software to constitute an Eligible Receivable hereunder. Receivables owing
from one account debtor will not be deemed Eligible Receivables to the extent
they exceed 30% of the total eligible Receivables outstanding. In addition, if
more than 50% of the Receivables owing from an account debtor are outstanding
more than 90 days from their invoice date (without regard to unapplied credits)
or are otherwise not eligible Receivables, then all Receivables owing from that
account debtor will be deemed ineligible for borrowing. TBCC may, from time to
time, in its sole discretion, revise the Minimum Eligibility Requirements, upon
written notice to the Borrower.


                                      -13-
<PAGE>


TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------

            (o) "Equipment" means all machinery, equipment, furniture, fixtures,
conveyors, tools, materials, storage and handling equipment, hydraulic presses,
cutting equipment, computer equipment and hardware, including central processing
units, terminals, drives, memory units, printers, keyboards, screens,
peripherals and input or output devices, molds, dies, stamps, vehicles, and
other equipment of every kind and nature and wherever situated now or hereafter
owned by Borrower or in which Borrower may have any interest as lessee or
otherwise (to the extent of such interest), together with all additions and
accessions thereto, all replacements and all accessories and parts therefor, all
manuals, blueprints, know-how, warranties and records in connection therewith,
all rights against suppliers, warrantors, manufacturers, sellers or others in
connection therewith, and together with all substitutes for any of the
foregoing.

            (p) "Event of Default" means the occurrence of any of the events
specified in Section 7.1.

            (q) "Financial Statements" means the balance sheets, profit and loss
statements, statements of cash flow, and statements of changes in intercompany
accounts, if any, for the period specified, prepared in accordance with GAAP and
consistent with prior practices.

            (r) "GAAP" means generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board that are applicable
to the circumstances as of the date of determination. Whenever any accounting
term is used herein which is not otherwise defined, it shall be interpreted in
accordance with GAAP.

            (s) "Good Faith" means "good faith" as defined in the Uniform
Commercial Code, from time to time in effect in the State of Illinois.

            (t) "Governing Documents" means the articles or certificate of
incorporation and by-laws of Borrower.

            (u) "Governmental Authority" means any nation or government, any
state or other political subdivision thereof or any entity exercising executive,
legislative, judicial, regulatory or administrative functions thereof or
pertaining thereto.

            (v) "Guarantor" means any present or future guarantor of any or all
of the Obligations.

            (w) "Indebtedness" means, with respect to any Person, as of the date
of determination any indebtedness, liability or obligation of such Person
(including without limitation obligations under capital leases and Contingent
Obligations).

            (x) "Insolvency Event" means, with respect to any Person, the
occurrence of any of the following: (a) such Person shall be adjudicated
insolvent or bankrupt, or shall generally fail to pay or admit in writing its
inability to pay its debts as they become due, (b) such Person shall seek
dissolution or reorganization or the appointment of a receiver, trustee,
custodian or liquidator for it or a substantial portion of its property, assets
or business or to effect a plan or other arrangement with its creditors, (c)
such Person shall make a general assignment for the benefit of its creditors, or
consent to or acquiesce in the appointment of a receiver, trustee, custodian or
liquidator for a substantial portion of its property, assets or business, (d)
such Person shall file a voluntary petition under any bankruptcy, insolvency or
similar law or take any corporate or similar act in furtherance thereof, or (e)
such Person, or a substantial portion of its property, assets or business shall
become the subject of an involuntary proceeding or petition for its dissolution,
reorganization, and such proceeding is not dismissed or stayed within sixty
days, or the appointment of a receiver, trustee, custodian or liquidator, and
such receiver is not dismissed within sixty days.

            (y) "Inventory" means all present and future goods intended for
sale, lease or other disposition by Borrower in the ordinary course of business
including, without limitation, all raw materials, work in process, finished
goods and other retail inventory, goods in the possession of outside processors
or other third parties, goods consigned to Borrower to the extent of its
interest therein as consignee, materials and supplies of any kind, nature or
description which are or might be used in connection with the manufacture,
packing, shipping, advertising, selling or finishing of any such goods, and all
documents of title or documents representing the same.

            (z) "Investment" in any Person means, as of the date of
determination thereof, any payment or contribution, or commitment to make a
payment or contribution, by any Person including, without limitation, property
contributed or committed to be contributed by any Person, on its account for or
in connection with its acquisition of any stock, bonds, notes, debentures,
partnership or other ownership interest or any other security of the Person in
whom such Investment is made or any evidence of indebtedness by reason of a
loan, advance, extension of credit, guaranty or other similar obligation for any
debt, liability or indebtedness of such Person in whom the Investment is made.

            (aa) "Investment Property" means any and all investment property of
Borrower, including all securities, whether certificated or uncertificated,
security entitlements, securities accounts, commodity contracts and commodity
accounts, and all financial assets held in any securities account or otherwise,
wherever located, and whether now existing or hereafter acquired or arising.

            (bb) "Lien" means any lien, claim, charge, pledge, security
interest, assignment, hypothecation, deed of trust, mortgage, lease, conditional
sale, retention of title or other preferential arrangement having substantially
the same economic effect as any of the foregoing, whether voluntary or imposed
by law.

            (cc) "Loan Account" has the meaning specified in Section 1.3.

            (dd) "Loan Documents" means this Agreement and all present and
future documents and instruments delivered or to be delivered by Borrower or any
of its Affiliates or any Guarantor under, in connection with or relating to this
Agreement, or any other present or future instrument or agreement between TBCC
and Borrower, as


                                      -14-
<PAGE>

TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------

each of the same may be amended, supplemented or otherwise modified from time to
time.

            (ee) "Loans" means the loans and financial accommodations made by
TBCC hereunder.

            (ff) "Material Adverse Effect" means (i) a material adverse effect
on the business, prospects, operations, results of operations, assets,
liabilities or condition (financial or otherwise) of Borrower alone, or of
Borrower and its Subsidiaries on a consolidated basis, (ii) the impairment of
Borrower's ability to perform its obligations under the Loan Documents to which
it is a party or of TBCC to enforce the Obligations or realize upon the
Collateral or (iii) a material adverse effect on the value of the Collateral or
the amount which TBCC would be likely to receive (after giving consideration to
delays in payment and costs of enforcement) in the liquidation of the
Collateral.

            (gg) "Material Contract" means any contract or other arrangement to
which Borrower is a party (other than the Loan Documents) for which breach,
nonperformance, cancellation or failure to renew could reasonably be expected to
have a Material Adverse Effect.

            (hh) "Obligations" means and includes all loans (including the
Loans), advances, debts, liabilities, obligations, covenants and duties owing by
Borrower to TBCC of any kind or nature, present or future, whether or not
evidenced by any note, guaranty or other instrument, whether or not arising
under or in connection with this Agreement, any other Loan Document or any other
present or future instrument or agreement, whether or not for the payment of
money, whether arising by reason of an extension of credit, opening,
guaranteeing or confirming of a letter of credit, loan, guaranty,
indemnification or in any other manner, whether direct or indirect (including
those acquired by assignment, purchase, discount or otherwise), whether absolute
or contingent, due or to become due, now due or hereafter arising and however
acquired (including without limitation all loans previously made by TBCC to
Borrower). The term includes, without limitation, all interest (including
interest accruing on or after an Insolvency Event, whether or not an allowed
claim), charges, expenses, commitment, facility, closing and collateral
management fees, letter of credit fees, reasonable attorneys' fees, and any
other sum properly chargeable to Borrower under this Agreement, the other Loan
Documents or any other present or future agreement between TBCC and Borrower.

            (ii) "Other Property" means all present and future: instruments,
documents, documents of title, securities, bonds, notes, promissory notes,
drafts, acceptances, letters of credit and rights to receive proceeds of letters
of credit, deposit accounts, chattel paper, certificates, insurance policies,
insurance proceeds, leases, computer tapes, causes of action, judgments, claims
against third parties, leasehold rights in any personal property, books,
ledgers, files and records, general intangibles (including without limitation,
all contract rights, tax refunds, rights to receive tax refunds, patents, patent
applications, copyrights (registered and unregistered), royalties, licenses,
permits, franchise rights, authorizations, customer lists, rights of
indemnification, contribution and subrogation, computer programs, discs and
software, trade secrets, computer service contracts, trademarks, trade names,
service marks and names, logos, goodwill, deposits, choses in action, designs,
blueprints, plans, know-how, telephone numbers and rights thereto, credits,
reserves, and all forms of obligations whatsoever now or hereafter owing to
Borrower), all property at any time in the possession or under the control of
TBCC, and all security given by Borrower to TBCC pursuant to any other Loan
Document or agreement.

            (jj) "Permitted Liens" means such of the following as to which no
enforcement, collection, execution, levy or foreclosure proceeding shall have
been commenced and be continuing: (i) Liens for taxes, assessments and other
governmental charges or levies or the claims or demands of landlords, carriers,
warehousemen, mechanics, laborers, materialmen and other like Persons arising by
operation of law in the ordinary course of business for sums which are not yet
due and payable, (ii) deposits or pledges to secure the payment of workmen's
compensation, unemployment insurance or other social security benefits or
obligations, public or statutory obligations, surety or appeal bonds, bid or
performance bonds, or other obligations of a like nature incurred in the
ordinary course of business (but nothing in this clause (ii) shall permit the
creation of Liens on Receivables, Investment Property, Inventory or Other
Property), (iii) zoning restrictions, easements, encroachments, licenses,
restrictions or covenants on the use of the Property which do not materially
impair either the use of the Property in the operation of the business of
Borrower or the value of the Property, (iv) rights of general application
reserved to or vested in any municipality or other governmental, statutory or
public authority to control or regulate property, or to use property in a manner
which does not materially impair the use of the property for the purposes for
which it is held by Borrower, (v) state and municipal Liens for personal
property taxes which are not yet due and payable, (vi) Purchase Money Liens,
(vii) Liens on personal property leased by Borrower or any of its Subsidiaries
pursuant to an operating or capital lease in the ordinary course of business
(including proceeds thereof and accessions thereto) incurred solely for the
purpose of financing the lease of such property; (viii) Liens in favor of
customs and revenue authorities arising as a matter of law to secure payments of
customs duties in connection with the importation of goods; and (ix) Liens
(existing and disclosed to TBCC on or prior to the date hereof) in favor of
depository institutions and securities intermediaries constituting rights of
set-off of a customary nature or bankers' or brokers' Liens with respect to
amounts or investment property on deposit, whether arising by operation of law
or by contract, in connection with arrangements entered into with banks and
securities intermediaries in the ordinary course of business.


                                      -15-
<PAGE>

TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------

            (kk) "Person" means any individual, sole proprietorship,
partnership, joint venture, limited liability company, trust, unincorporated
organization, joint stock company, association, corporation, institution,
entity, party or government (including any division, agency or department
thereof) or any other legal entity, whether acting in an individual, fiduciary
or other capacity, and, as applicable, the successors, heirs and assigns of
each.

            (ll) "Plan" means any employee benefit plan, program or arrangement
maintained or contributed to by Borrower or with respect to which it may incur
liability.

            (mm) "Purchase Money Lien" means a Lien on any item of Equipment
created substantially simultaneously with the acquisition of such Equipment for
the purpose of financing such acquisition, provided that such Lien shall attach
only to the Equipment acquired.

            (nn) "Qualification" or "Qualified" means, with respect to any
report of Auditors covering Financial Statements, a material qualification to
such report (i) resulting from a limitation on the scope of examination of such
Financial Statements or the underlying data, (ii) as to the capability of
Borrower to continue operations as a going concern or (iii) which could be
eliminated by changes in Financial Statements or notes thereto covered by such
report (such as by the creation of or increase in a reserve or a decrease in the
carrying value of assets) and which if so eliminated by the making of any such
change and after giving effect thereto would result in a Default or an Event of
Default.

            (oo) "Receivables" means all present and future accounts and
accounts receivable, together with all security therefor and guaranties thereof
and all rights and remedies relating thereto, including any right of stoppage in
transit.

            (pp) "Requirement of Law" means (a) the Governing Documents, (b) any
law, treaty, rule, regulation, order or determination of an arbitrator, court or
other Governmental Authority or (c) any franchise, license, lease, permit,
certificate, authorization, qualification, easement, right of way, right or
approval binding on Borrower or any of its property.

            (qq) "Schedule" means the Schedule to this Agreement being signed
concurrently by Borrower and TBCC, as amended from time to time.

            (rr) "Solvent" means when used with respect to any Person that as of
the date as to which such Person's solvency is to be measured: (a) the fair
salable value of its assets is in excess of the total amount of its liabilities
(including contingent liabilities as valued in accordance with applicable law)
as they become absolute and matured; (b) it has sufficient capital to conduct
its business; and (c) it is able to meet its debts as they mature.

            (ss) "Subsidiary" means, as to any Person, a corporation or other
entity in which that Person directly or indirectly owns or controls shares of
stock or other ownership interests having ordinary voting power to elect a
majority of the board of directors or appoint other managers of such corporation
or other entity.

      9.2 Accounting Terms and Determinations. Unless otherwise defined or
specified herein, all accounting terms used in this Agreement shall be construed
in accordance with GAAP, applied on a basis consistent in all material respects
with the Financial Statements delivered to TBCC on or before the date of this
Agreement. All accounting determinations for purposes of determining compliance
with this Agreement shall be made in accordance with GAAP as in effect on the
date of this Agreement and applied on a basis consistent in all material
respects with the audited Financial Statements delivered to TBCC on or before
the date of this Agreement. The Financial Statements required to be delivered
hereunder, and all financial records, shall be maintained in accordance with
GAAP. If GAAP shall change from the basis used in preparing the audited
Financial Statements delivered to TBCC on or before the date of this Agreement,
the Compliance Certificates required to be delivered pursuant to this Agreement
shall include calculations setting forth the adjustments necessary to
demonstrate how Borrower is in compliance with the Financial Covenants (if any)
based upon GAAP as in effect on the date of this Agreement.

      9.3 Other Terms; Headings; Construction. Unless otherwise defined herein,
terms used herein that are defined in the Uniform Commercial Code, from time to
time in effect in the State of Illinois, shall have the meanings set forth
therein. Each of the words "hereof," "herein," and "hereunder" refer to this
Agreement as a whole. The term "including", whenever used in this Agreement,
shall mean "including (but not limited to)". An Event of Default shall
"continue" or be "continuing" unless and until such Event of Default has been
waived or cured within the grace period specified therefor under Section 7.1.
References to Articles, Sections, Annexes, Schedules, and Exhibits are internal
references to this Agreement, and to its attachments, unless otherwise
specified. The headings and any Table of Contents are for convenience only and
shall not affect the meaning or construction of any provision of this Agreement.
This Agreement has been fully reviewed and negotiated between the parties and no
uncertainty or ambiguity in any term or provision of this Agreement shall be
construed strictly against TBCC or Borrower under any rule of construction or
otherwise.

10. GENERAL PROVISIONS.

      10.1 GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY DISPUTE ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, WHETHER
SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF ILLINOIS.

      10.2 SUBMISSION TO JURISDICTION. ALL DISPUTES BETWEEN THE BORROWER AND
TBCC, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED
ONLY BY STATE AND FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS, AND THE COURTS TO
WHICH AN APPEAL THEREFROM MAY BE TAKEN; PROVIDED, HOWEVER, THAT TBCC SHALL HAVE
THE RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST THE


                                      -16-
<PAGE>

TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------

BORROWER OR ITS PROPERTY IN ANY LOCATION REASONABLY SELECTED BY TBCC IN GOOD
FAITH TO ENABLE TBCC TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT OR
OTHER COURT ORDER IN FAVOR OF TBCC. THE BORROWER AGREES THAT IT WILL NOT ASSERT
ANY PERMISSIVE COUNTERCLAIMS, SETOFFS OR CROSS-CLAIMS IN ANY PROCEEDING BROUGHT
BY TBCC. THE BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF
THE COURT IN WHICH TBCC HAS COMMENCED A PROCEEDING, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON FORUM NON
CONVENIENS.

      10.3 SERVICE OF PROCESS. THE BORROWER HEREBY IRREVOCABLY DESIGNATES CT
CORPORATION SYSTEM, 1209 ORANGE STREET, WILMINGTON, DELAWARE 19801, AS THE
DESIGNEE AND AGENT OF THE BORROWER TO RECEIVE, FOR AND ON BEHALF OF THE
BORROWER, SERVICE OF PROCESS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. IT IS UNDERSTOOD THAT A COPY OF SUCH
PROCESS SERVED ON SUCH AGENT AT ITS ADDRESS WILL BE PROMPTLY FORWARDED BY MAIL
TO THE BORROWER, BUT THE FAILURE OF THE BORROWER TO RECEIVE SUCH COPY SHALL NOT
AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF TBCC TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

      10.4 LIMITATION OF LIABILITY. TBCC SHALL HAVE NO LIABILITY TO THE BORROWER
(WHETHER SOUNDING IN TORT, CONTRACT, OR OTHERWISE) FOR LOSSES SUFFERED BY THE
BORROWER IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THE
TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT,
OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, UNLESS IT IS DETERMINED BY
A FINAL AND NONAPPEALABLE JUDGMENT OR COURT ORDER BINDING ON TBCC THAT THE
LOSSES WERE THE RESULT OF ACTS OR OMISSIONS CONSTITUTING GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF TBCC. THE BORROWER HEREBY WAIVES ALL FUTURE CLAIMS AGAINST
TBCC FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.

      10.5 Delays; Partial Exercise of Remedies. No delay or omission of TBCC to
exercise any right or remedy hereunder shall impair any such right or operate as
a waiver thereof. No single or partial exercise by TBCC of any right or remedy
shall preclude any other or further exercise thereof, or preclude any other
right or remedy.

      10.6 Notices. Except as otherwise provided herein, all notices and
correspondence hereunder shall be in writing and sent by certified or registered
mail, return receipt requested, by overnight delivery service, with all charges
prepaid, or by telecopier followed by a hard copy sent by regular mail, to the
parties at their addresses set forth in the heading to this Agreement. All such
notices and correspondence shall be deemed given (i) if sent by certified or
registered mail, three Business Days after being postmarked, (ii) if sent by
overnight delivery service, when received at the above stated addresses or when
delivery is refused and (iii) if sent by telecopier transmission, when receipt
of such transmission is acknowledged. Borrower's and TBCC's telecopier numbers
for purpose of notice hereunder are set forth in the Schedule; each party's
number may be changed by written notice to the other party.

      10.7 Indemnification; Reimbursement of Expenses of Collection. Borrower
hereby indemnifies and agrees, whether or not any of the transactions
contemplated by this Agreement or the other Loan Documents are consummated, to
defend and hold harmless (on an after-tax basis) TBCC, its successors and
assigns and their respective directors, officers, agents, employees, advisors,
shareholders, attorneys and Affiliates (each, an "Indemnified Party") from and
against any and all losses, claims, damages, liabilities, deficiencies,
obligations, fines, penalties, actions (whether threatened or existing),
judgments, suits (whether threatened or existing) or expenses (including,
without limitation, reasonable fees and disbursements of counsel, experts,
consultants and other professionals) incurred by any of them (collectively,
"Claims") (except, in the case of each Indemnified Party, to the extent that any
Claim is determined in a final and non-appealable judgment by a court of
competent jurisdiction to have directly resulted from such Indemnified Party's
gross negligence or willful misconduct) arising out of or by reason of (i) any
litigation, investigation, claim or proceeding which arises out of or is related
to (A) Borrower, or this Agreement, any other Loan Document or the transactions
contemplated hereby or thereby, (B) any actual or proposed use by Borrower of
the proceeds of the Loans, or (C) TBCC's entering into this Agreement or any
other Loan Document or any other agreements and documents relating hereto,
including, without limitation, amounts paid in settlement, court costs and the
reasonable fees and disbursements of counsel incurred in connection with any
such litigation, investigation, claim or proceeding, (ii) any remedial or other
action taken by Borrower in connection with compliance by Borrower, or any of
its properties, with any federal, state or local environmental laws, rules or
regulations, and (iii) any pending, threatened or actual action, claim,
proceeding or suit by any shareholder or director of Borrower or any actual or
purported violation of Borrower's charter, by-laws or any other agreement or
instrument to which Borrower is a party or by which any of its properties is
bound. In addition and without limiting the generality of the foregoing,
Borrower shall, upon demand, pay to TBCC all reasonable costs and expenses
incurred by TBCC (including the reasonable fees and disbursements of counsel and
other professionals) in connection with the preparation, execution, delivery,
administration, modification and amendment of the Loan Documents, and pay to
TBCC all reasonable costs and expenses (including the reasonable fees and
disbursements of counsel and other professionals) paid or incurred by TBCC in
order to enforce or defend any of its rights under or in respect of this
Agreement, any other Loan Document or any other document or instrument now or
hereafter executed and delivered in connection herewith, collect the


                                      -17-
<PAGE>

TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------

Obligations or otherwise administer this Agreement, foreclose or otherwise
realize upon the Collateral or any part thereof, prosecute actions against, or
defend actions by, account debtors; commence, intervene in, or defend any action
or proceeding; initiate any complaint to be relieved of the automatic stay in
bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party
claim, or other claim; examine, audit, copy, and inspect any of the Collateral
or any of Borrower's books and records; protect, obtain possession of, lease,
dispose of, or otherwise enforce TBCC's security interest in, the Collateral;
and otherwise represent TBCC in any litigation relating to Borrower. Without
limiting the generality of the foregoing, Borrower shall pay TBCC a fee with
respect to each wire transfer in the amount of $15 plus all bank charges and a
fee of $15 for all returned checks plus all bank charges. If either TBCC or
Borrower files any lawsuit against the other predicated on a breach of this
Agreement, the prevailing party in such action shall be entitled to recover its
reasonable costs and attorneys' fees, including (but not limited to) reasonable
attorneys' fees and costs incurred in the enforcement of, execution upon or
defense of any order, decree, award or judgment. If and to the extent that the
Obligations of Borrower hereunder are unenforceable for any reason, Borrower
hereby agrees to make the maximum contribution to the payment and satisfaction
of the Obligations which is permissible under applicable law. Borrower's
obligations under Section 2.4 and this Section shall survive any termination of
this Agreement and the other Loan Documents and the payment in full of the
Obligations, and are in addition to, and not in substitution of, any of the
other Obligations.

      10.8 Amendments and Waivers. Any provision of this Agreement or any other
Loan Document may be amended or waived if, but only if, such amendment or waiver
is in writing and signed by Borrower and TBCC and then any such amendment or
waiver shall be effective only to the extent set forth therein. The failure of
TBCC at any time or times to require Borrower to strictly comply with any of the
provisions of this Agreement or any other present or future agreement between
Borrower and TBCC shall not waive or diminish any right of TBCC later to demand
and receive strict compliance therewith. Any waiver of any default shall not
waive or affect any other default, whether prior or subsequent, and whether or
not similar. None of the provisions of this Agreement or any other agreement now
or in the future executed by Borrower and delivered to TBCC shall be deemed to
have been waived by any act or knowledge of TBCC or its agents or employees, but
only by a specific written waiver signed by an authorized officer of TBCC and
delivered to Borrower.

      10.9 Counterparts; Telecopied Signatures. This Agreement and any waiver or
amendment hereto may be executed in counterparts and by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but both of which shall together constitute one and the same
instrument. This Agreement and each of the other Loan Documents and any notices
given in connection herewith or therewith may be executed and delivered by
telecopier or other facsimile transmission all with the same force and effect as
if the same was a fully executed and delivered original manual counterpart.

      10.10 Severability. In case any provision in or obligation under this
Agreement or any other Loan Document shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

      10.11 Joint and Several Liability. If Borrower consists of more than one
Person, their liability shall be joint and several, and the compromise of any
claim with, or the release of, any Borrower shall not constitute a compromise
with, or a release of, any other Borrower.

      10.12 Maximum Rate. Notwithstanding anything to the contrary contained
elsewhere in this Agreement or in any other Loan Document, the parties hereto
hereby agree that all agreements between them under this Agreement and the other
Loan Documents, whether now existing or hereafter arising and whether written or
oral, are expressly limited so that in no contingency or event whatsoever shall
the amount paid, or agreed to be paid, to TBCC for the use, forbearance, or
detention of the money loaned to Borrower and evidenced hereby or thereby or for
the performance or payment of any covenant or obligation contained herein or
therein, exceed the maximum non-usurious interest rate, if any, that at any time
or from time to time may be contracted for, taken, reserved, charged or received
on the Obligations, under the laws of the State of Illinois (or the laws of any
other jurisdiction whose laws may be mandatorily applicable notwithstanding
other provisions of this Agreement and the other Loan Documents), or under
applicable federal laws which may presently or hereafter be in effect and which
allow a higher maximum non-usurious interest rate than under the laws of the
State of Illinois (or such other jurisdiction), in any case after taking into
account, to the extent permitted by applicable law, any and all relevant
payments or charges under this Agreement and the other Loan Documents executed
in connection herewith, and any available exemptions, exceptions and exclusions
(the "Highest Lawful Rate"). If due to any circumstance whatsoever, fulfillment
of any provisions of this Agreement or any of the other Loan Documents at the
time performance of such provision shall be due shall exceed the Highest Lawful
Rate, then, automatically, the obligation to be fulfilled shall be modified or
reduced to the extent necessary to limit such interest to the Highest Lawful
Rate, and if from any such circumstance TBCC should ever receive anything of
value deemed interest by applicable law which would exceed the Highest Lawful
Rate, such excessive interest shall be applied to the reduction of the principal
amount then outstanding hereunder or on account of any other then outstanding
Obligations and not to the payment of interest, or if such excessive interest
exceeds the principal unpaid balance then outstanding hereunder and such other
then outstanding Obligations, such excess shall be refunded to Borrower. All
sums paid or agreed to be paid to TBCC for the use, forbearance, or detention of
the Obligations and other indebtedness of Borrower to TBCC shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of such indebtedness, until payment in full thereof, so
that the actual rate of interest on account of all such indebtedness does not
exceed the Highest Lawful Rate throughout the entire term of such indebtedness.
The terms


                                      -18-
<PAGE>

TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------

and provisions of this Section shall control every other provision of this
Agreement, the other Loan Documents and all other agreements between the parties
hereto.

      10.13 Entire Agreement; Successors and Assigns. This Agreement and the
other Loan Documents constitute the entire agreement between the parties,
supersede any prior written and verbal agreements between them, and shall bind
and benefit the parties and their respective successors and permitted assigns.
There are no oral understandings, oral representations or oral agreements
between the parties which are not set forth in this Agreement or in other
written agreements signed by the parties in connection herewith.

      10.14 MUTUAL WAIVER OF JURY TRIAl. TBCC and Borrower each hereby waive the
right to trial by jury in any action or proceeding based upon, arising out of,
or in any way relating to: (i) this Agreement; or (ii) any other present or
future instrument or agreement between TBCC and Borrower; or (iii) any conduct,
acts or omissions of TBCC or Borrower or any of their directors, officers,
employees, agents, attorneys or any other persons affiliated with TBCC or
Borrower; in each of the foregoing cases, whether sounding in contract or tort
or otherwise.

               {REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.)


                                      -19-
<PAGE>

TBCC                                                 Loan and Security Agreement
--------------------------------------------------------------------------------

Borrower:

BEI MEDICAL SYSTEMS COMPANY, INC.

By: ________________________________

Title:  ____________________________


TBCC:

TRANSAMERICA BUSINESS CREDIT
CORPORATION


By: ________________________________

Title:  ____________________________


                                      -20-
<PAGE>

--------------------------------------------------------------------------------

TBCC

                                   Schedule to
                           Loan and Security Agreement

Borrower:         BEI Medical Systems Company, Inc.,
                  a Delaware Corporation

Address:          100 Hollister Road
                  Teterboro, New Jersey  07608

Date:             May 6, 1999

This Schedule is an integral part of the Loan and Security Agreement between
TRANSAMERICA BUSINESS CREDIT CORPORATION ("TBCC") and the above borrower
("Borrower") of even date.

1. CREDIT LIMIT (Section 1.1):

1.  REVOLVING LOANS.

An amount not to exceed the lesser of (a) or (b) below:

(a) $1,000,000 at any one time outstanding; or

(b) an amount equal to 85% of the amount of Borrower's Eligible Receivables (as
defined in Section 9.1(n) above).

2. TERM LOANS.

Subject to the terms and conditions of this Agreement and the Term Notes
referenced below, and in addition to the revolving credit facility that is
subject to the Credit Limit set forth above, TBCC agrees to make senior term
loans (the "Senior Term Loans") to Borrower in an aggregate principal amount not
to exceed $1,500,000 (the "Senior Term Loan Credit Limit") in two disbursements.
Each Senior Term Loan shall be evidenced by a Term Note in form and substance
satisfactory to TBCC (each a "Term Note") made by Borrower to the order of TBCC.
The Senior Term Loans shall be made (i) in an initial disbursement in the amount
of $1,000,000; and (ii) thereafter in an additional disbursement in the amount
of $500,000 upon the closing of a capital-raising transaction from which
Borrower receives net proceeds of not less than $2,000,000. Each Senior Term
Loan shall be repayable on the terms set forth in the Term Note evidencing such
Senior Term Loan.

2. INTEREST  (Section 2.1):

1. The following shall apply to the Loans constituting the revolving credit
facility:

The interest rate in effect throughout each calendar month during the term of
this Agreement shall be the highest "Base Rate" in effect during such month,
plus 3.0% per annum, provided that the interest rate in effect in each month
shall not be less than 9.0% per annum, and provided that the interest charged
for each month in respect of the revolving credit facility shall be a minimum of
$3,000, regardless of the amount of the Obligations outstanding. Interest shall
be calculated on the basis of a 360-day year for the actual number of days
elapsed. "Base Rate" shall mean the the highest prime, base or equivalent rate
of interest announced from time to time by Citibank, N.A. (which may not be the
lowest rate of interest charged by


                                      -1-
<PAGE>

TBCC                                     Schedule to Loan and Security Agreement
--------------------------------------------------------------------------------

such bank).

2. Interest on each Senior Term Loan shall accrue at the interest rate set forth
in the Term Note corresponding thereto, which interest rate shall not, in any
event, be less than 13.5% per annum. With respect to any Senior Term Loan made
hereunder, TBCC shall have the right to increase the foregoing interest rate in
proportion to the change in the weekly average of the interest rates of U.S.
Treasury Securities (as published in The Wall Street Journal) from the week
ending November 13, 1998 (4.57%) to the week preceding commencement of such
Senior Term Loan.

3. FEES (Section 2.2):

Termination Fee: If the Revolving Loan Period is terminated by Borrower under
Section 4(b) below, or if this Agreement is terminated by Borrower or by TBCC
under Section 4(d) below, then Borrower shall pay to TBCC a termination fee (the
"Termination Fee") in an amount equal to $5,000 multiplied by each month (or
portion thereof) from the effective date of termination to the next Revolving
Loan Maturity Date, which Termination Fee shall be payable on the date of
termination.

4. MATURITY DATE (Section 1.6):

(a) Term of Revolving Loan Facility. The period during which Revolving Loans
will be made (the "Revolving Loan Period") shall be from the date of this
Agreement to May 31, 2000 (the "Revolving Loan Maturity Date"), unless sooner
terminated in accordance with the terms of this Agreement, provided that the
Revolving Loan Maturity Date shall automatically be extended for successive
additional terms of one year each, unless one party gives written notice to the
other, not less than sixty days prior to the next Revolving Loan Maturity Date,
that such party elects to terminate the Revolving Loan Period effective on the
next Revolving Loan Maturity Date. On the Revolving Loan Maturity Date or on any
earlier termination of this Agreement, no further Revolving Loans will be made,
and Borrower shall pay in full all outstanding Revolving Loans.

(b) Early Termination of Revolving Loan Facility at Borrower's Option. The
Revolving Loan Period may be terminated prior to the Revolving Loan Maturity
Date by Borrower, effective three Business Days after written notice of
termination is given by Borrower to TBCC.

(c) Term of Agreement. The term of this Agreement shall be from the date of this
Agreement to the later of the following (the "Maturity Date"): (i) the
termination of the Revolving Loan Period, or (ii) the date the last installment
of principal on the Senior Term Loan is due or, if more than one Senior Term
Loan is outstanding, the latest of the dates on which the last installment of
principal on each such Senior Term Loan is due. On the Maturity Date or on any
earlier termination of this Agreement Borrower shall pay in full all
Obligations, and notwithstanding any termination of this Agreement all of TBCC's
security interests and all of TBCC's other rights and remedies shall continue in
full force and effect until payment and performance in full of all Obligations
(other than the Surviving Indemnities, as defined below).

(d) Early Termination of Agreement. This Agreement may be terminated prior to
the Maturity Date as follows: (i) by Borrower, effective three Business Days
after written notice of termination is give to TBCC; or (ii) by TBCC at any time
after the occurrence of an Event of Default, without notice, effective
immediately.

(e) Payment of Obligations. Notwithstanding anything herein to the contrary,
Borrower shall have no right to terminate this Agreement at any


                                      -2-
<PAGE>

TBCC                                     Schedule to Loan and Security Agreement
--------------------------------------------------------------------------------

time that any principal of, or interest on any of the Loans or any other
monetary Obligations are outstanding, except upon prepayment of all Obligations
and the satisfaction of all other conditions set forth in the Loan Documents.

(f) Surviving Indemnities. As used in this Agreement, the term "Surviving
Indemnities" means any Obligations in the nature of an indemnity or hold
harmless by Borrower in favor of TBCC arising under or pursuant to this
Agreement or any of the other Loan Documents, which by its terms survives the
latest of (the "Cut-off Date"): (i) the termination of this Agreement, and (ii)
the payment of all principal, interest, prepayment penalties, fees and all other
Obligations (not in the nature of an indemnity or hold harmless) due at the time
of such payment under this Agreement and the Loan Documents; provided that there
shall be excluded from such indemnity or hold harmless Obligations all amounts
that are due and payable thereunder upon the Cut-off Date.

5. REPORTING (Section 5.10):

Borrower shall provide TBCC with the following reports:

(a)   Monthly Financial Statements. Monthly unaudited financial statements, as
      soon as available, and in any event within 30 days after the end of each
      month.

(b)   Monthly Receivable Agings. Monthly Receivable agings, aged by invoice
      date, within 10 days after the end of each month.

(c)   Monthly Payable Agings. Monthly accounts payable agings, aged by invoice
      date, and outstanding or held check registers within 10 days after the end
      of each month.

(d)   Quarterly Financial Statements. Quarterly unaudited financial statements,
      as soon as available, and in any event within 45 days after the end of
      each fiscal quarter of Borrower.

(e)   Annual Financial Statements. As soon as available, but not later than 90
      days after the end of the Borrower's fiscal year, (A) Borrower's annual
      audited Financial Statements; (B) a comparison in reasonable detail to the
      prior year's audited Financial Statements; (C) the Auditors' opinion
      without Qualification, a "Management Letter" and a statement indicating
      that the Auditors have not obtained knowledge of the existence of any
      Default or Event of Default during their audit; (D) a narrative discussion
      of Borrower's financial condition and results of operations and the
      liquidity and capital resources for such fiscal year.

6. BORROWER INFORMATION:

(a)   Prior Names of Borrower (Section 4.11): See Attachment hereto.

(b)   Prior Trade Names of Borrower (Section 4.11): See Attachment hereto.

(c)   Existing Trade Names of Borrower (Section 4.11): See Attachment hereto.

(d)   Other Places of Business and Locations of Collateral (Section 4.2): See
      Attachment hereto.

(e)   Litigation, etc. (Section 4.15): See Attachment hereto.

7. FACSIMILE NUMBERS:

Borrower: 201-727-4950

TBCC:  818-995-3214

8. CLOSING DEADLINE (Section 1.8):

May 10, 1999.


                                      -3-
<PAGE>

TBCC                                     Schedule to Loan and Security Agreement
--------------------------------------------------------------------------------

9. ADDITIONAL CLOSING CONDITIONS (Section 1.8):

The following additional agreements, in form and substance satisfactory to TBCC
and its counsel, shall be exeuted and delivered by Borrower as conditions
precedent to closing:

(a) Streamlined Facility Agreement;

(b) Patent and Trademark Security Agreement;

(c) Subsidiary Patent and Trademark Security Agreements for BEI Medical Systems
International, Inc., Meditron Devices, Inc. and Zinnanti Surgical Instruments,
Inc.;

(d) Security Agreements from BEI Medical Systems International, Inc., Meditron
Devices, Inc., Xylog Corporation and Zinnanti Surgical Instruments, Inc;

(e) Continuing Guaranties from BEI Medical Systems International, Inc., Meditron
Devices, Inc., Xylog Corporation and Zinnanti Surgical Instruments, Inc; and

(f) Warrant (as described below).

10. ADDITIONAL PROVISIONS:

1. Warrant. Concurrently herewith, the Borrower shall provide TBCC with
seven-year warrants to purchase 92,308 shares of common stock of the Borrower,
on the terms to be set forth in a Stock Subscription Warrant (the "Warrant"), in
form and substance satisfactory to TBCC, at an exercise price equal to $1.625
per share. Said warrants shall be deemed fully earned on the date of issuance
thereof, shall be in addition to all interest and other fees, and shall be
non-refundable.

2. Landlord Agreements. Not later than June 11, 1999, Borrower shall furnish to
TBCC, in form and substance satisfactory to TBCC and its counsel, fully executed
Landlord Agreements with respect to (i) Borrower's leased facilities at 100
Hollister Road, Teterboro, New Jersey and (ii) leased facilities occupied by
Borrower's Subsidiary, Zinnanti Surgical Instruments, Inc., at 9430 Topanga
Canyon Road, Chatsworth, California.

3. Patent and Trademark Ownership and Registration. Borrower covenants and
agrees to provide TBCC with prompt written notice of any filings by Borrower
with the U.S. Patent and Trademark Office (the "PTO") concerning the legal
ownership or assignment of legal ownership of any patent or trademark now owned
or hereafter acquired or created by Borrower or any Affiliate of Borrower. Such
written notice shall be provided to TBCC within ten Business Days of the date of
any such filing with the PTO. Borrower further covenants and agrees to promptly
provide TBCC with copies of such filings and other related documents, and to
promptly execute, or to cause its Affiliates to promptly execute, such
agreements or other documents as TBCC may reasonably request in order to enable
TBCC to perfect (and/or record with the PTO) its security interest in such
patents and/or trademarks.

4. Securities Accounts. Borrower covenants and agrees that it will not, and will
ensure that each Subsidiary will not, with respect to any securities accounts or
other accounts (whether now existing or hereafter established) containing
Investment Property of Borrower or any Subsidiary, enter into any control
agreement, or take any other action, whereby Borrower or any Subsidiary cedes,
shares or otherwise relinquishes (in whole or in part, on a contingent basis or
otherwise) control over any such account with, or to, any Person other than
TBCC. In addition, Borrower covenants and agrees to use its best efforts to
ensure that TBCC, within 30 days of the date hereof, will receive a control
agreement, in form and substance satisfactory to TBCC and its counsel, in
respect of any such account of Borrower or any Subsidiary, including, but not
limited to, any such account held at Fidelity Investments Institutional
Operations Company, Inc. ("Fidelity") or any Affiliate of Fidelity.


                                      -4-
<PAGE>

TBCC                                     Schedule to Loan and Security Agreement
--------------------------------------------------------------------------------

Borrower:                              TBCC:

BEI Medical Systems Company, Inc.      TRANSAMERICA BUSINESS CREDIT CORPORATION

By:________________________________    By: ____________________________________

Title: ____________________________    Title: _________________________________


                                      -5-
<PAGE>

--------------------------------------------------------------------------------

TBCC

                         STREAMLINED FACILITY AGREEMENT

May 6, 1999

Ladies and Gentlemen:

            This Streamlined Facility Agreement (this "Agreement") is entered
into between Transamerica Business Credit Corporation ("TBCC") , and BEI Medical
Systems Company, Inc. ("Borrower"), in connection with the Loan and Security
Agreement between TBCC and Borrower dated May 6, 1999 (the "Loan Agreement").
(This Agreement, the Loan Agreement, and all other written documents and
agreements between TBCC and Borrower are referred to herein collectively as the
"Loan Documents". Capitalized terms used but not defined in this Agreement,
shall have the meanings set forth in the Loan Agreement.)

            This will confirm our agreement that the following provisions (the
"Streamlined Provisions") shall apply, effective on the date hereof, until
terminated as provided below:

            1. Borrower will provide TBCC with a monthly Borrowing Base
Certificate, in such form as TBCC shall from time to time specify, within 10
days after the end of each month, and TBCC shall not require more frequent
schedules of Receivables or other Collateral reporting with respect to the
Receivables, except for the information required in connection with an advance
request. In the event, as of the end of any month, the total of all Loans and
all other Obligations exceeds the Credit Limit, Borrower shall immediately pay
the amount of the excess to TBCC.

            2. Delivery of the proceeds of Receivables and other Collateral
within one Business Day after receipt, as called for by Section 1.4 of the Loan
Agreement, will not be required.

            3. TBCC will also not require any Blocked Account Agreement, as
called for by Section 1.8 of the Loan Agreement. In addition, Borrower will not
be required to provide TBCC with copies of invoices to customers or shipping and
delivery receipts, as called for by Section 3.3(a) of the Loan Agreement, or to
report customer credits, returns and recoveries of merchandise as called for by
Section 3.3(b) of the Loan Agreement.

            The Streamlined Provisions shall immediately terminate if any
Default or Event of Default occurs and is continuing.

            Upon any termination of the Streamlined Provisions, Borrower shall,
then and thereafter, provide TBCC with such other or additional reporting of
Receivables as TBCC shall request under Section 3.3(a) of the Loan Agreement,
comply in all respects with Section 3.3(b) of the Loan Agreement, and deliver
all proceeds of Receivables and other Collateral to TBCC, within one Business
Day after receipt, as called for by Section 1.4 of the Loan Agreement.
Additionally, Borrower and its


                                      -1-
<PAGE>

TBCC                                              Streamlined Facility Agreement
--------------------------------------------------------------------------------

bank shall execute and deliver a Blocked Account Agreement, in form and
substance satisfactory to TBCC.

            Please confirm your agreement to the foregoing by signing the
enclosed copy of this Agreement and returning it to us.

                                    Sincerely yours,

                                    Transamerica Business Credit Corporation


                                    By: ______________________________________

                                    Title: ___________________________________

Acknowledged and Agreed:

BEI Medical Systems Company, Inc.

By: _____________________________

Title: __________________________


                                      -2-