Exhibit 10.6
                                  ------------




                           SECOND AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

                                     Between

                            RFC CAPITAL CORPORATION,

                                    As Lender

                                       and

                           CIERA NETWORK SYSTEMS, INC.

                                   As Borrower

                                       and

                            CCC GLOBALCOM CORPORATION

                                  As Guarantor

                          Dated as of December 31, 2002



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                                TABLE OF CONTENTS
RECITALS...........................................................1
DEFINTIONS.........................................................2
ARTICLE I - LOANS; RENEWAL AND TERMINATION........................16


   1.1 - Revolving Credit Facility................................16
         -------------------------


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             SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

                          Dated as of December 31, 2002

         This Second  Amended and  Restated  Loan and Security  Agreement  (this
"Agreement") is made and entered into as of this 31st day of December,  2002, by
and among Ciera  Network  Systems,  Inc.,  a Texas  corporation  located at 1250
Woodbranch Park Drive, First Floor, Houston TX 77079 (as such, together with its
successors and permitted  assigns,  "Borrower"),  CCC GLOBALCOM  CORPORATION,  a
Nevada corporation located at 1250 Woodbranch Park Drive, First Floor,  Houston,
Texas  77079  (as such,  together  with its  successor  and  permitted  assigns,
"Guarantor"),  and RFC CAPITAL CORPORATION,  a Delaware corporation,  located at
130 East Chestnut Street,  Suite 400,  Columbus,  Ohio 43215 (as such,  together
with its successors and assigns, "Lender").


                                    RECITALS

         The  indebtedness  and obligations  evidenced by this Agreement and all
instruments,   agreements,   and  documents  executed  in  connection   herewith
constitute  an amendment,  renewal,  and  restatement  of all  indebtedness  and
obligations of the Borrower evidenced by a certain Amended and Restated Loan and
Security  Agreement  dated  as of  September  7,  2001,  between  the  Borrower,
Guarantor and Lender,  as amended by that certain First Amendment to Amended and
Restated  Loan and Security  Agreement and  Acknowledgement  of Consent to Asset
Purchase dated November 30, 2001, and as further  amended from time to time (the
"Existing  Loan  Agreement"),  and by  promissory  notes,  security  agreements,
collateral   assignments,   uniform  commercial  code  financing  statements  or
equivalent perfection documents,  and any other document,  agreement,  waiver or
other instrument executed in connection therewith or prior thereto (collectively
with the Existing Loan Agreement, the "Existing Loan Documents").

         Various  Events of Default (as defined in the Existing Loan  Agreement)
have occurred and are continuing under the Existing Loan Agreement, and have not
been cured or waived as of the date hereof.  As a result,  Lender is entitled to
terminate  the Existing Loan  Documents  and  accelerate  the  indebtedness  due
thereunder. The Borrower has requested that Lender restructure, amend, renew and
restate the loans and financial  accommodations  outstanding  under the Existing
Loan Documents in accordance  with the terms and conditions  hereof,  to provide
working capital to be used in the Borrower's  business,  and to waive all Events
of Default in existence as of the date hereof.  Lender is willing to do so, upon
the terms and conditions contained herein.

         Borrower and Guarantor  acknowledge  that each derives material benefit
and valuable consideration from loans and financial  accommodations  provided by
Lender hereunder.

         As  security  for  the   performance  of  Borrower's  and   Guarantor's
obligations  hereunder,  and under the  documents  and  instruments  executed in
connection  herewith,  Borrower  shall  grant to Lender a security  interest  in
substantially  all of Borrower's  assets,  and Guarantor shall grant to Lender a
security interest in the capital stock of Borrower,  all as more fully described
herein.

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         The  Existing  Loan  Documents  shall  remain in full force and effect,
except  to  extent  modified  by  this  Agreement,  as if the  indebtedness  and
obligations  secured and perfected  with respect to the Existing Loan  Documents
had  been  payable   originally  as  provided  by  this  Agreement  and  by  the
instruments, agreements and documents executed in connection herewith. The terms
and  conditions of this  Agreement and Lender's  rights and remedies  hereunder,
shall apply to all of the obligations incurred under the Existing Loan Agreement
and the Existing Loan  Documents.  It is expressly  understood and agreed by the
parties  hereto  that this  Agreement  is in no way  intended  to  constitute  a
novation of the  obligations  and  liabilities  existing under the Existing Loan
Documents or evidence payment of all or any of such obligations and liabilities.
The  Borrower  reaffirms  the  security  interests  and liens  granted to Lender
pursuant to each of the Existing Loan  Documents,  which security  interests and
liens shall continue in full force and effect during the terms of this Agreement
and any renewals thereof and shall continue to secure the obligations identified
in the Existing Loan Documents. All references to the Existing Loan Agreement in
the Existing Loan Documents shall be deemed to refer to this  Agreement.  If any
inconsistency exists between this Agreement and the Existing Loan Agreement, the
terms of this Agreement shall prevail.

         NOW,  THEREFORE,  in order to  secure  performance  of  Borrower's  and
Guarantor's   obligations   hereunder,   and  for   other   good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:


                                   DEFINTIONS

         As used in this Agreement:

         "Account" or  "Accounts"  means each account as such term is defined in
the Uniform Commercial Code.

         "Account Debtor" means a Person who is obligated on a Receivable.

         "Affiliate" means, with respect to a Person, (a) any partner,  officer,
shareholder or member (if holding more than 10% of the  outstanding  interest in
such  Person),  director or  managing  agent of such  Person,  and (b) any other
Person (other than a Subsidiary) that, (i) directly or indirectly through one or
more intermediaries,  controls,  or is controlled by, or is under common control
with, such given Person, (ii) directly or indirectly  beneficially owns or holds
10% or more of any class of voting stock or partnership or other voting interest
of such Person or any  Subsidiary  of such  Person,  or (iii) 10% or more of the
voting stock or  partnership  or other  voting  interest of which is directly or
indirectly  beneficially  owned or held by such Person or a  Subsidiary  of such
Person. The term "control" means the possession,  directly or indirectly, of the
power to direct or cause the  direction  of the  management  and  policies  of a
Person,  whether through  ownership of voting securities or partnership or other
voting interest, by contract or otherwise.

         "Agreement"  means this Second  Amended and Restated  Loan and Security
Agreement, as the same may be amended,  supplemented,  extended or restated from
time to time.

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         "Agreement Date" means the date as of which this Agreement is dated.

         "Applicable  Law" means all  applicable  provisions  of  constitutions,
statutes,  rules,  regulations and orders of governmental  bodies and orders and
decrees of courts and arbitrators.

         "Asset  Disposition"  means the disposition of any asset of Borrower or
any of its Subsidiaries, other than sales of Inventory in the ordinary course of
business.

         "Blocked Account" means a special account  established by Borrower at a
bank selected by Borrower, but acceptable to Lender in its discretion,  in which
Lender shall have been granted a first priority lien and security interest which
lien shall be perfected pursuant to the Deposit Account Control Agreement.

         "Board"  means the duly  elected  and  serving  members of the Board of
Directors of Borrower.

         "Borrower" is defined in the preamble to this Agreement.

         "Borrowing" means a borrowing of Revolving Loan Advances.

         "Borrowing Base" means, with respect to Borrower,  an amount in dollars
equal to the sum, without duplication, of the following:

              (i)    ninety percent (90%) of the Eligible Billed Receivables;

              (ii)   plus   seventy   percent   (70%)   of   Eligible   Unbilled
                     Receivables;

              (iii)  minus the applicable Reserves.

         "Borrowing  Base  Certificate"  means the  Borrowing  Base  Certificate
referred to in Section 1.2, substantially in the form attached hereto as Exhibit
A.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which banks in Columbus, Ohio are authorized or required to close.

         "Capital   Expenditures"   means,  with  respect  to  any  Person,  all
expenditures  made and  liabilities  incurred which are not, in accordance  with
GAAP,  treated as expense  items for such Person in the year made or incurred or
as a prepaid expense applicable to a future year or years.

         "Capitalized  Lease  Obligation"  means  Indebtedness   represented  by
obligations  under a lease that is  required  to be  capitalized  for  financial
reporting  purposes in accordance with GAAP and the amount of such  Indebtedness
shall be the  capitalized  amount of such  obligations  determined in accordance
with GAAP.

         "Change  of  Control"  means  the  occurrence  of any of the  following
events:  (i) the sale or transfer of all or  substantially  all of the assets of
Borrower as an entirety to any person or related  group of persons other than an
Affiliate or Affiliates of Borrower;  (ii)  Guarantor  fails at any time to have

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<PAGE>

the  right,  directly  or  through  one or more of its  Affiliates,  to  elect a
majority  of the  members  of the  Board  of  Borrower;  or  (iii)  Borrower  is
liquidated,  dissolved,  or  adopts  a  plan  of  liquidation  pursuant  to  the
Bankruptcy Code or any other bankruptcy law.

         "Closing  Date" shall mean the latter of the Agreement Date or the date
upon which the  Agreement  has been fully  executed  and all  conditions  to the
making of an initial  Revolving  Loan  Advance  under this  Agreement  have been
satisfied or waived in writing by Lender.

         "Collateral"  means  all of  Borrower's  assets,  including  all of the
following  property and interests in property of Borrower,  wherever located and
whether now or hereafter existing or now owned or hereafter acquired or arising:

              (i)    all Receivables,

              (ii)   all Inventory,

              (iii)  all Equipment,

              (iv)   all Contract Rights,

              (v)    all General Intangibles,

              (vi)   all Investment Property,

              (vii)  each  Deposit  Account  and  all  certificates  of  deposit
              maintained with a bank, savings and loan association, credit union
              or  like  organization,  other  than  an  account  evidenced  by a
              certificate of deposit that is an instrument under the UCC,

              (viii) all goods and other property, whether or not delivered, (a)
              the sale or lease of which  gives or  purports to give rise to any
              Receivable,   including,  but  not  limited  to,  all  merchandise
              returned or  rejected by or  repossessed  from  customers,  or (b)
              securing any Receivable, including, without limitation, all rights
              as an  unpaid  vendor or lienor  (including,  without  limitation,
              stoppage in transit,  replevin  and  reclamation)  with respect to
              such goods and other property,

              (ix) all  mortgages,  deeds to  secure  debt and deeds of trust on
              real  or   personal   property,   guaranties,   leases,   security
              agreements,  and other  agreements  and  property  which secure or
              relate to any Receivable or other Collateral,  or are acquired for
              the purpose of securing and enforcing any item thereof,

              (x)  all  documents  of  title,   policies  and   certificates  of
              insurance,  securities,  chattel  paper  and other  documents  and
              instruments,

              (xi) all other goods and personal  property,  whether  tangible or
              intangible,  wherever located, including money, letters of credit,
              supporting obligations, and each Letter-of-credit right,

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              (xii) all files,  correspondence,  computer programs, tapes, discs
              and related data  processing  software  which contain  information
              identifying  or  pertaining  to  any of  the  Receivables,  or any
              Account Debtor, or showing the amounts thereof or payments thereon
              or otherwise  necessary or helpful in the  realization  thereon or
              the collection thereof, and

              (xiii)  any  and  all  products  and  proceeds  of  the  foregoing
              (including,  but not limited to, any claim to any item referred to
              in this definition, and any claim against any third party for loss
              of, damage to or  destruction  of any or all of, the Collateral or
              for proceeds payable under, or unearned  premiums with respect to,
              policies  of  insurance)  in  whatever  form,  including,  but not
              limited to, cash, negotiable instruments and other instruments for
              the payment of money, chattel paper, security agreements and other
              documents.

         "Contaminant" means any waste,  pollutant,  hazardous substance,  toxic
substance,  hazardous  waste,  special  waste,  petroleum  or  petroleum-derived
substance or waste, or any constituent of any such substance or waste.

         "Contract  Rights"  means any rights under  contracts not yet earned by
performance and not evidenced by an instrument or chattel paper.

         "Copyrights"  means and includes,  in each case whether now existing or
hereafter arising, all of Borrower's right, title and interest in and to (i) all
copyrights,  rights and interests in copyrights, works protectable by copyright,
copyright registrations and copyright applications;  (ii) all renewals of any of
the  foregoing;  (iii)  all  income,  royalties,  damages  and  payments  now or
hereafter due and/or  payable  under any of the  foregoing,  including,  without
limitation,  damages or payments for past or future  infringements of any of the
foregoing;  (iv) the right to sue for past, present and future  infringements of
any of the foregoing;  and (v) all rights  corresponding to any of the foregoing
throughout the world.

         "Covenant   Compliance   Certificate"  means  the  Covenant  Compliance
Certificate referred to in Section 6.1.

         "Credit  Support  Document"  means each  guaranty,  letter of credit or
other  undertaking  of any  Guarantor  or other  party  given for the benefit of
Lender relating to the  Obligations,  including each stock pledge agreement by a
Guarantor or any other party.

         "Default"  shall mean an event or  condition  the  occurrence  of which
would,  with the lapse of time or the giving of notice, or both, become an Event
of Default.

         "Deposit Account" has the meaning given to it in the UCC.

         "Deposit  Account Control  Agreement" means the Deposit Account Control
Agreement,  dated the Closing Date,  among  Borrower,  Lender and the bank named
therein,  pursuant to which Lender shall have been granted a first priority lien
and  security  interest  in the  deposit  account  more  particularly  described
therein.

         "Dollar" and "$" means freely transferable United States dollars.

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         "EBITDA"  means,  for  any  period,  (a)  Net  Income  plus,   (without
duplication) to the extent deducted in the  determination of Net Income for such
period,  (b)  Interest  Expense,  (c) taxes  imposed on or measured by income or
excess  profits (for such period and without regard to any prior  periods),  and
(d) the  amount  of all  depreciation  and  amortization  allowances  and  other
non-cash   expenses  of  Borrower,   minus  (e)  to  the  extent  added  in  the
determination of Net Income for such period, non-cash income of Borrower.

         "Eligible  Billed  Receivable"  means a Receivable that consists of the
unpaid  portion of the  obligation  stated on the  invoice  issued to an Account
Debtor with respect to Inventory  sold and shipped to or services  performed for
such Account Debtor in the ordinary  course of business,  net of any commissions
payable by the  Borrower  to third  parties,  which  meets all of the  following
requirements unless otherwise agreed to in writing by Lender:

              (a) such  Receivable  is owned by the  Borrower  and  represents a
         complete bona fide transaction  which requires no further act under any
         circumstances  on the  part of the  Borrower  to make  such  Receivable
         payable by the Account Debtor;

              (b) such Receivable does not require payment more than thirty (30)
         days from its invoice date;

              (c) such  Receivable  is paid in full within ninety (90) days from
         its due date;

              (d) such  Receivable  does not relate to any  Account  Debtor,  or
         affiliated group of Account  Debtors,  for which fifty percent (50%) or
         more of the dollar amount of such  Receivables  remains unpaid for more
         than sixty (60) days from the date of its invoice;

              (e)  such  Receivable  is  not  owed  by  an  Account  Debtor,  or
         affiliated  group of Account  Debtors,  which is  obligated to Borrower
         respecting Receivables,  the aggregate unpaid balance of which exceeds,
         at all times five percent (5%) of the aggregate  unpaid  balance of all
         otherwise Eligible  Receivables owed to Borrower at such time by all of
         Borrower's Account Debtors, but only to the extent of such excess;

              (f) such  Receivable  is not owed by an  Account  Debtor  to which
         Borrower  is  indebted  in any way, or which is subject to any right of
         setoff or  recoupment  by the Account  Debtor,  except for warranty and
         service claims in the ordinary course of business;

              (g) such  Receivable does not relate to any Account Debtor who has
         given Borrower  written notice of any defense or  counterclaim  against
         Borrower thereon;

              (h) such Receivable does not related to any Account Debtor located
         outside of the United  States of  America,  unless such  Receivable  is
         supported by security acceptable to Lender;

              (i) the Account  Debtor for such  Receivable  is not an Interested
         Party or Borrower Affiliate;

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              (j) the Account  Debtor for such  Receivable is not the government
         of  the  United  States  of  America,   any  state,  or  any  political
         subdivision of either of the  foregoing,  unless  Borrower  assigns its
         right to payment of such  Receivable to Lender in  compliance  with the
         provisions  of the  Assignment  of  Claims  Act of  1940  or any  other
         applicable laws

              (k)  the  financial  condition  of the  Account  Debtor  for  such
         Receivable is satisfactory to Lender;

              (l) the Account  Debtor for such  Receivable is not the subject of
         bankruptcy, insolvency, receivership or other similar proceedings; and

              (m) Lender  believes,  in good faith,  that such Receivable is, or
         will not be,  impaired as the result of any Lien,  claim or other risk,
         in the exercise of its reasonable business judgment.

              For purposes of this  definition,  and except as specifically  set
         forth  herein  with  respect  to  Eligible  Unbilled  Receivables,  any
         Receivable   that  at  any  time  is  or  becomes  an  Eligible  Billed
         Receivable,   but  which   subsequently   fails  to  meet  any  of  the
         requirements of this  definition,  shall cease to be an Eligible Billed
         Receivable  (but shall  continue to be part of the  Collateral)  for so
         long as the same fails to meets such requirements.

         "Eligible Receivables" means, collectively, Eligible Billed Receivables
and Eligible Unbilled Receivables.

         "Eligible  Unbilled  Receivable"  means a  Receivable  that  meets  all
criteria of an Eligible Billed Receivable except that the Borrowers have not yet
rendered an invoice to the Account Debtor for such  obligations,  but which must
be evidenced by an electronic Call Detail Record.

         "Environmental  Laws" means all federal,  state, local and foreign laws
now  or  hereafter  in  effect  relating  to  pollution  or  protection  of  the
environment,  including  laws  relating to  emissions,  discharges,  Releases or
threatened Releases of pollutants, Contaminants, chemicals, or industrial, toxic
or  hazardous  substances  or wastes into the  environment  (including,  without
limitation,  ambient air,  surface water,  ground water,  or land), or otherwise
relating to the manufacture,  processing, distribution, use, treatment, storage,
disposal,   removal,   transport,  or  handling  of  pollutants,   Contaminants,
chemicals,  or  industrial,  toxic or hazardous  substances  or wastes,  and all
regulations,  notices or demand letters issued, entered, promulgated or approved
thereunder.

         "Equipment" means and includes,  all machinery,  apparatus,  equipment,
motor vehicles,  tractors, trailers, rolling stock, fittings, fixtures and other
tangible  personal property (other than Inventory) of every kind and description
used in Borrower's business operations or owned by Borrower or in which Borrower
has an interest, and all parts,  accessories and special tools and all increases
and accessions thereto and substitutions and replacements therefor.

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         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
in effect from time to time.

         "Event of  Default"  means any of the events  specified  in Section 9.1
provided that any requirement for notice or lapse of time or any other condition
has been satisfied.

         "Excess  Cash Flow" means an amount,  determined  as of the end of each
fiscal  quarter for the  quarter  then  ended,  equal to  one-half  (1/2) of the
difference  of (i)  Borrower's  EBITDA for the quarter then ended minus (ii) the
aggregate  sum, if any, of regular  payments of principal on the Term Loans made
by  Borrower  to Lender  during  such  quarter  minus  (iii)  the total  capital
expenditures  (as allowed under this  Agreement) paid in cash by Borrower during
such quarter.

         "Existing Loan Agreement" is defined in the recitals to this Agreement.

         "Existing Loan Documents" is defined in the recitals to this Agreement.

         "Financing  Statements"  means  any and  all  Uniform  Commercial  Code
financing  statements,  in form and  substance  satisfactory  to Lender,  naming
Lender as secured party, and Borrower as debtor,  whether executed and delivered
by Borrower or Lender or otherwise authorized by Borrower.

         "Fiscal Year" means the fiscal year of Borrower  which ends on December
31 of each year.

         "GAAP" means  generally  accepted  accounting  principles  consistently
applied and  maintained  throughout  the period  indicated  and,  when used with
reference to Borrower or any Subsidiary of Borrower,  consistent  with the prior
financial practices of Borrower.

         "General  Intangibles"  means all of Borrower's  now owned or hereafter
acquired  general  intangibles,  choses in action  and  causes of action and all
other intangible  personal  property of Borrower of every kind and nature (other
than Accounts),  including,  without limitation, all Proprietary Rights, payment
intangibles,   corporate  or  other  business  records,   inventions,   designs,
blueprints, plans, specifications,  goodwill, computer software, customer lists,
registrations, licenses, franchises, tax refund claims, reversions or any rights
thereto  and any  other  amounts  payable  to  Borrower  from  any Plan or other
employee benefit plan,  rights and claims against carriers and shippers,  rights
to  indemnification,  business  interruption  insurance  and  proceeds  thereof,
property,  casualty or any similar type of insurance  and any proceeds  thereof,
proceeds of insurance  covering the lives of key employees on which  Borrower is
beneficiary and any letter of credit,  guarantee,  claims,  security interest or
other  security  held by or granted to Borrower to secure  payment by an Account
Debtor of any of the Accounts.

         "Governmental Approvals" means all authorizations, consents, approvals,
licenses and exemptions of,  registrations and filings with, and reports to, all
governmental  bodies,  whether  federal,  state,  local or foreign  national  or
provincial and all agencies thereof.

         "Guarantor"  shall have the meaning ascribed thereto in the preamble to
this Agreement,  and each other Person guaranteeing to Lender all or part of the
Obligations.

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         "Guaranty"  means that certain Second  Amended and Restated  Continuing
Guaranty  Agreement  of even date  herewith  executed by  Guarantor  in favor of
Lender,  pursuant to which  Guarantor has guaranteed  payment of the Obligations
subject to the limitation of liability set forth therein.

         "Indebtedness"   of  any  Person  means,   without   duplication,   all
Liabilities  of  such  Person,  and to the  extent  not  otherwise  included  in
Liabilities,  the following:  (a) all  obligations for Money Borrowed or for the
deferred purchase price of property or services, (b) all obligations (including,
during the  noncancellable  term of any lease in the nature of a title retention
agreement,  all future payment  obligations under such lease discounted to their
present value in accordance with GAAP) secured by any Lien to which any property
or asset owned or held by such Person is subject,  whether or not the obligation
secured  thereby shall have been assumed by such Person,  (c) all obligations of
other Persons which such Person has guaranteed,  including,  but not limited to,
all obligations of such Person consisting of recourse  liability with respect to
accounts receivable sold or otherwise disposed of by such Person, and (d) in the
case of Borrower  (without  duplication)  all  obligations  under the  Revolving
Credit Facility and Term Loans.

         "Information   Certificates"  means  the  Information  Certificates  of
Borrower and Guarantor attached as Exhibit B.

         "Interest Expense" means interest on Indebtedness during the period for
which  computation  is being made,  excluding (a) the  amortization  of fees and
costs incurred with respect to the closing of loans which have been  capitalized
as transaction costs, and (b) interest paid in kind and other non-cash interest.

         "Interest Rate" means a variable rate,  adjusted monthly,  equal to the
Prime Rate plus 200 basis points (2%).

         "Interested Party" means any employee,  agent, owner, partner,  member,
or shareholder of Borrower.

         "Internal  Revenue Code" means the Internal Revenue Code of 1986, as in
effect from time to time.

         "Inventory"  means all inventory as such term is defined in the Uniform
Commercial Code and shall include, without limitation,  (a) all work in process,
(b) all raw  materials  or other  materials  and  supplies  of every  nature and
description  used or which  might be used in  connection  with the  manufacture,
packing, shipping, advertising,  selling, leasing or furnishing of such goods or
otherwise  used or  consumed  in  Borrower's  business,  and  (c) all  documents
evidencing and general intangibles relating to any of the foregoing.

         "Investment"  means, with respect to any Person; (a) the acquisition or
ownership by such Person of any share of capital stock, evidence of Indebtedness
(which shall not include funds on deposit in demand  deposit  accounts) or other
security  issued by any other  Person,  (b) any loan,  advance or  extension  of
credit  to, or  contribution  to the  capital  of, any other  Person,  excluding
advances to employees in the ordinary course of business for business  expenses,
(c) the obligations of any other Person that are guaranteed by such Person,  (d)

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any other  investment in any other Person,  and (e) any  commitment or option to
make any of the investments listed in clauses (a) through (d) above.

         "Investment Property" has the meaning given to it in the UCC.

         "Lender" is defined in the preamble to this Agreement.

         "Letter-of-credit right" has the meaning given to it in the UCC.

         "Liabilities"  of any  Person  means  all  items  (except  for items of
capital stock,  additional paid-in capital or retained  earnings,  or of general
contingency  or deferred tax reserves)  which in  accordance  with GAAP would be
included in  determining  total  liabilities as shown on the liability side of a
balance  sheet of such Person as at the date as of which  Liabilities  are to be
determined.

         "Lien" as applied to the property of Borrower or any Person means:  (a)
any mortgage,  deed to secure debt, deed of trust, lien, pledge,  charge,  lease
constituting a Capitalized  Lease  Obligation,  conditional  sale or other title
retention agreement,  or other security interest,  security title or encumbrance
of any kind in respect of any  property  of such  Person,  or upon the income or
profits  therefrom,  (b) any  arrangement,  express or implied,  under which any
property of such Person is transferred,  sequestered or otherwise identified for
the purpose of subjecting the same to the payment of Indebtedness or performance
of any other  obligation  in priority to the payment of the  general,  unsecured
creditors of such Person,  and (c) the filing of, or any agreement to give,  any
financing  statement under the Uniform  Commercial Code or its equivalent in any
jurisdiction,  excluding informational financing statements relating to property
leased by such Person.

         "Loan Documents" means collectively this Agreement,  the Guaranty,  the
Security  Documents,  the Credit Support  Documents,  and each other instrument,
agreement or document executed by Borrower, a Guarantor,  or any other Person in
connection  with this  Agreement,  whether  prior to, on or after the  Agreement
Date.

         "Loans" means,  collectively,  the Revolving Loan Advances and the Term
Loans.

         "Lockbox"  means each U.S.  Post  Office Box  specified  in the Lockbox
Agreements.

         "Lockbox  Agreements"  means each agreement between Borrower and a bank
concerning the establishment of the Lockbox for the collection of Receivables.

         "Materially  Adverse  Effect"  means  any  act,  omission,   situation,
circumstance,  event or undertaking  which would,  singly or in any  combination
with one or more other acts,  omissions,  situations,  circumstances,  events or
undertakings  have,  or  reasonably  be expected to have, a  materially  adverse
effect  upon  (a) the  business,  prospects,  assets,  properties,  liabilities,
financial  condition and results of operations of Borrower and its  Subsidiaries
taken as a whole, (b) the value of the Collateral,  (c) the Security Interest or
the priority of the Security Interest, (d) the respective ability of Borrower or
any other obligor to perform any  obligations  under this Agreement or any other
Loan  Document to which it is a party,  or (e) the legality,  validity,  binding

                                       10
<PAGE>

effect,  enforceability  or admissibility  into evidence of any Loan Document or
the ability of Lender to enforce any rights or remedies  under or in  connection
with any Loan Document.

         "Maximum   Revolving   Credit   Amount"   means  Six  Million   Dollars
($6,000,000), or such lesser or greater amount as shall be agreed upon from time
to time in writing by Lender and Borrower.

         "Money Borrowed"  means, as applied to  Indebtedness,  (a) Indebtedness
for money borrowed,  (b) Indebtedness,  whether or not in any such case the same
was for money borrowed,  (i) represented by notes payable,  and drafts accepted,
that represent extensions of credit, (ii) constituting  obligations evidenced by
bonds,  debentures,  notes or similar instruments,  or (iii) upon which interest
charges  are  customarily  paid or that was issued or assumed as full or partial
payment for  property  (other than trade credit that is incurred in the ordinary
course of business),  (c)  Indebtedness  that  constitutes  a Capitalized  Lease
Obligation,  and (d)  Indebtedness  that is such by virtue of clause  (c) of the
definition thereof,  but only to the extent that the obligations  guaranteed are
obligations that would constitute Indebtedness for Money Borrowed.

         "Net Income"  means,  as applied to any Person,  the net income (or net
loss) of such Person for the period in question after giving effect to deduction
of or provision for all operating  expenses,  all taxes and reserves  (including
reserves for deferred taxes) and all other proper deductions,  all determined in
accordance with GAAP, provided that there shall be excluded:  (a) the net income
(or net loss) of any Person  accrued  prior to the date it becomes a  Subsidiary
of, or is merged into or consolidated with, the Person whose Net Income is being
determined or a Subsidiary  of such Person,  (b) the net income (or net loss) of
any  Person in which the  Person  whose Net  Income is being  determined  or any
Subsidiary of such Person has an ownership interest,  except, in the case of net
income,  to the extent that any such income has actually  been  received by such
Person  or  such   Subsidiary   in  the  form  of  cash   dividends  or  similar
distributions,  (c) any  restoration of any contingency  reserve,  except to the
extent  that  provision  for such  reserve  was made out of income  during  such
period, (d) any net gains or losses on the sale or other disposition, not in the
ordinary course of business,  of  Investments,  business units and other capital
assets, provided that there shall also be excluded any related charges for taxes
thereon,  (e) any net gain  arising from the  collection  of the proceeds of any
insurance policy, (f) any write-up of any asset, and (g) any other extraordinary
item.

         "Net  Proceeds"  means  proceeds  received  by  Borrower  or any of its
Subsidiaries in cash from any Asset Disposition (including,  without limitation,
payments under notes or other debt  securities  received in connection  with any
Asset  Disposition),  net of: (a) the  transaction  costs of such  sale,  lease,
transfer  or  other  disposition;  (b)  any  tax  liability  arising  from  such
transaction;  and (c) amounts applied to repayment of  Indebtedness  (other than
the Obligations) secured by a Lien on the asset or property disposed.

         "Notice of Borrowing" means a telephonic or electronic  notice followed
by a confirming  same-day written notice requesting a Borrowing,  which is given
by telex or facsimile  transmission in accordance with the applicable provisions
of this Agreement and which specifies (i) the amount of the requested Borrowing,
and (ii) the date of the requested Borrowing.

                                       11
<PAGE>

         "Obligations" means, in each case whether now in existence or hereafter
arising,  (a) the  principal  of, and  interest  and  premium,  if any,  on, the
Revolving Loan Advances, (b) the principal of, and interest and premium, if any,
on,  the  Term  Loans,  and  (c)  all  indebtedness,  liabilities,  obligations,
covenants and duties of Borrower to Lender of every kind, nature and description
arising  under  this  Agreement,  or any  of the  other  Loan  Documents,  or in
connection with the Revolving  Credit Facility or Term Loans,  whether direct or
indirect,  absolute or  contingent,  due or not due,  contractual  or  tortious,
liquidated  or  unliquidated,  and  whether or not  evidenced  by any note,  and
whether or not for the payment of money, including without limitation,  fees and
expenses required to be paid or reimbursed pursuant to Article II.

         "Obligor" means  Borrower,  the Guarantor and any Person who may now or
in the future  guaranty the payment and  performance of the whole or any part of
the Obligations.

         "Overadvances" is defined in Section 1.1.

         "Patents"  means and  includes,  in each case  whether now  existing or
hereafter arising, all of Borrower's right, title and interest in and to (a) any
and all  patents  and  patent  applications,  (b)  inventions  and  improvements
described and claimed therein, (c) reissues, divisions, continuations, renewals,
extensions and continuations-in-part  thereof, (d) income,  royalties,  damages,
claims and payments now or hereafter  due and/or  payable under and with respect
thereto, including, without limitation, damages and payments for past and future
infringements   thereof,  (e)  rights  to  sue  for  past,  present  and  future
infringements  thereof, and (f) all rights corresponding to any of the foregoing
throughout the world.

         "PBGC" means the Pension Benefit Guaranty Corporation and any successor
agency.

         "Permitted   Investments"   means   Investments  of  Borrower  in:  (a)
negotiable certificates of deposit or time deposits issued by a state bank or by
any United States bank or trust company  having  capital,  surplus and undivided
profits  in excess of  $1,000,000.00;  (b) any direct  obligation  of the United
States of America or any agency or instrumentality thereof which has a remaining
maturity  at the  time of  purchase  of not more  than  one year and  repurchase
agreements relating to the same and (c) loans,  advances or extensions of credit
made by Borrower in the ordinary  course of its business in the form of supplier
advances,  advances for component parts and other similar  extensions of credit,
not to exceed $100,000.00 in the aggregate outstanding at any time.

         "Permitted  Liens" means:  (a) Liens securing  taxes,  assessments  and
other governmental charges or levies (excluding any Lien imposed pursuant to any
of the provisions of ERISA) or the claims of materialmen,  mechanics,  carriers,
warehousemen or landlords for labor, materials,  supplies or rentals incurred in
the ordinary course of business,  but (i) in all cases only if payment shall not
at the time be  required  to be made,  and (ii) in the case of  warehousemen  or
landlords,  only if such liens are junior to the Security Interest in any of the
Collateral,  (b) Liens  consisting  of deposits or pledges  made in the ordinary
course of business in  connection  with,  or to secure  payment of,  obligations
under workers'  compensation,  unemployment  insurance or similar legislation or
under payment or performance  bonds,  (c) other Liens on the real property owned
by  Borrower  in the  nature of zoning  restrictions,  easements,  and rights or
restrictions  of record  on the use of real  property,  which do not  materially

                                       12
<PAGE>

detract  from the  value of such  property  or  impair  the use  thereof  in the
business of  Borrower,  (d)  purchase  money  Liens,  including  Liens  securing
Capitalized Lease Obligations, (e) Liens shown on Schedule 5.5(a), and (f) Liens
of Lender arising under this Agreement and the other Loan Documents.

         "Person" means any individual,  limited liability company, corporation,
partnership,  association, trust or unincorporated organization, or a government
or any agency or political subdivision thereof.

         "Plan"  means any  employee  benefit plan as defined in Section 3(3) of
ERISA in respect of which  Borrower or any  Affiliate  of Borrower is, or within
the  immediately  preceding  six years was, an  "employer" as defined in Section
3(5) of ERISA.

         "Prime  Rate"  means  for any  month  the rate of  interest  per  annum
announced  or quoted by  JPMorgan  Chase  Bank on the last day of the  preceding
month as its prime rate for  commercial  loans,  whether or not such rate is the
lowest rate charged by JPMorgan Chase Bank to its most  preferred  borrower and,
if such prime rate for commercial  loans is  discontinued by JPMorgan Chase Bank
as a standard,  a comparable reference rate designated by Lender as a substitute
therefor shall be the Prime Rate.

         "Proprietary  Rights" means all of  Borrower's  now owned and hereafter
arising or acquired  Patents,  Copyrights and Trademarks,  trade names,  service
marks, computer software, licenses, and other intangible property, and all other
rights  under  any  of  the  foregoing,  all  extensions,   renewals,  reissues,
divisions, continuations, and continuations-in-part of any of the foregoing, and
all  rights to sue for  past,  present  and  future  infringement  of any of the
foregoing.

         "Receivable"  means and  includes (a) any and all rights to the payment
of money or other forms of consideration  of any kind (whether  classified under
the Uniform Commercial Code as Accounts, contract rights, chattel paper, general
intangibles,  or otherwise)  including,  but not limited to, Accounts,  accounts
receivable,  letters  of credit  and the right to  receive  payment  thereunder,
chattel paper, tax refunds, insurance proceeds,  Contract Rights, notes, drafts,
instruments,  documents,  acceptances,  and all  other  debts,  obligations  and
liabilities in whatever form from any Person,  (b) all guarantees,  security and
Liens for  payment  thereof,  (c) all  goods,  whether  now  owned or  hereafter
acquired,  and whether  sold,  delivered,  undelivered,  in transit or returned,
which may be  represented  by, or the sale or lease of which may have given rise
to, any such right to payment or other debt,  obligation or  liability,  and (d)
all proceeds of any of the foregoing.

         "Regulation  U" means  Regulation  U of the Board of  Governors  of the
Federal Reserve System (or any successor).

         "Release" means release, spill, emission,  leaking, pumping, injection,
deposit, disposal, discharge,  dispersal, leaching or migration into the outdoor
environment  or  into  or  out  of  any  property,  including  the  movement  of
Contaminants through or in the air, soil, surface water or groundwater.

         "Remedial Action" means actions required to (a) clean up, remove, treat
or in any other way address Contaminants in the outdoor environment; (b) prevent



                                       13
<PAGE>

the Release or threat of Release or minimize the further Release of Contaminants
so they do not migrate or endanger  or  threaten  to endanger  public  health or
welfare or the  outdoor  environment;  or (c) perform  pre-remedial  studies and
investigations and post-remedial monitoring and care.

         "Reportable  Event" has the  meaning  set forth in  Section  4043(b) of
ERISA, but shall not include a Reportable Event as to which the provision for 30
days notice to the PBGC is waived under applicable regulations.

         "Reserves"  means  reserves  established  against  the  amount  of  the
Revolving Loan Advances,  which Lender in the exercise of its reasonable  credit
judgment and discretion deems necessary to ensure payment of the Obligations.

         "Revenues" shall mean all money, funds, cash, proceeds,  or payments of
any kind received by Borrower from all sources,  including  without  limitation,
all proceeds of  Collateral,  including Net Proceeds,  and all proceeds from the
sale of Inventory or other  Collateral,  whether  received in cash, by check, by
other instrument, or otherwise.

         "Revolving   Credit  Facility"  means  the  revolving  credit  facility
established under this Agreement in an aggregate principal amount outstanding at
any one time not to exceed the Maximum Revolving Credit Amount.

         "Revolving  Loan  Advance"  means a  revolving  loan  made to  Borrower
pursuant  to  Section  1.1 and  "Revolving  Loan  Advances"  means more than one
Revolving Loan Advance.

         "Security"  shall  have  the same  meaning  as in  Section  2(1) of the
Securities Act of 1933, as amended.

         "Security  Documents"  means each of the  following:  (a) the Financing
Statements,  (b) the  Deposit  Account  Control  Agreement,  and (c) each  other
writing  executed and  delivered by Borrower or any other  Obligor  securing the
Obligations or any part thereof.

         "Security  Interest" means the Liens of Lender on and in the Collateral
created or effected  hereby or by any of the  Security  Documents or pursuant to
the terms hereof or thereof.

         "Subordinated  Indebtedness"  means any Indebtedness for Money Borrowed
of Borrower  that is  expressly  subordinated  to the  Obligations  on terms and
conditions acceptable to Lender in its discretion.

         "Subsidiary"  means,  (a) when used to determine the  relationship of a
Person to another  Person,  a Person of which an aggregate of 50% or more of the
stock of any class or classes  or 50% or more of other  ownership  interests  is
owned  of  record  or  beneficially  by  such  other  Person,  or by one or more
Subsidiaries  of such  other  Person,  or by such  other  Person and one or more
Subsidiaries  of such  Person,  (i) if the  holders  of  such  stock,  or  other
ownership  interests,  (A) are  ordinarily,  in the  absence  of  contingencies,
entitled  to vote for the  election  of a majority  of the  directors  (or other
individuals  performing similar functions) of such Person, even though the right
so to vote has been suspended by the happening of such a contingency, or (B) are
entitled,  as such  holders,  to vote  for the  election  of a  majority  of the
directors (or individuals  performing similar functions) of such Person, whether
or not the right so to vote exists by reason of the happening of a  contingency,

                                       14
<PAGE>

or  (ii) in the  case  of such  other  ownership  interests,  if such  ownership
interests constitute a majority voting interest,  and (b) when used with respect
to a Plan,  ERISA or a provision of the  Internal  Revenue  Code  pertaining  to
employee benefit plans, any other corporation, trade or business (whether or not
incorporated)  which is under common  control with  Borrower and is treated as a
single  employer  with  Borrower  under  Section  414(b) or (c) of the  Internal
Revenue Code and the regulations thereunder.

         "Term Loans" means, collectively, Term Loan A, Term Loan B, Term Loan C
and Term Loan D.

         "Term Loan A" is defined in Section 1.7.

         "Term Loan B" is defined in Section 1.7.

         "Term Loan C" is defined in Section 1.7.

         "Term Loan D" is defined in Section 1.7.

         "Termination  Date" means the  earliest to occur of: (a)  December  31,
2007, (b) such date as the Obligations  shall have been accelerated  pursuant to
the  provisions of Section 9.2, or (c) such date as all  Obligations  shall have
been irrevocably and indefeasibly paid in full and the Revolving Credit Facility
shall have been terminated.

         "Termination  Event" means (a) a Reportable Event, or (b) the filing of
a notice of intent to terminate a Plan, or the treatment of a Plan  amendment as
a  termination,  under  Section  4041(c)  of ERISA,  or (c) the  institution  of
proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA,  or the
appointment of a trustee to administer any Plan.

         "Trademarks"  means and  includes in each case  whether now existing or
hereafter arising,  all of Borrower's  rights,  title and interest in and to (a)
trademarks  (including  service  marks),  trade  names and trade  styles and the
registrations and applications for registration  thereof and the goodwill of the
business symbolized by the trademarks, (b) licenses of the foregoing, whether as
licensee or licensor, (c) renewals thereof, (d) income,  royalties,  damages and
payments now or hereafter due and/or  payable with respect  thereto,  including,
without   limitation,   damages,   claims  and  payments  for  past  and  future
infringements   thereof,  (e)  rights  to  sue  for  past,  present  and  future
infringements thereof,  including the right to settle suits involving claims and
demands for  royalties  owing,  and (f) all rights  corresponding  to any of the
foregoing throughout the world.

         "Uniform Commercial Code" or "UCC" means the Uniform Commercial Code as
in effect from time to time in the state of Ohio.

         "Warrant  Agreement"  means that certain Warrant to Purchase  2,000,000
Shares of Common Stock of CCC GlobalCom Corporation dated the date hereof.

         General.  Unless  otherwise  defined,  all terms used in this Agreement
that are  defined in the UCC shall have the  meaning  give them in the UCC.  All
terms of an accounting  nature not specifically  defined in this Agreement shall
have the meaning ascribed them by GAAP. References to any legislation or statute
or  code,  or to any  provision  thereof,  shall  include  any  modification  or

                                       15
<PAGE>

reenactment of, or any legislative, statutory or code provision substituted for,
such legislation, statute or code or provision thereof. References to any Person
include its  successor or  permitted  substitutes  and assigns.  Use of the word
"including" shall be deemed to mean "including but not limited to."


                   ARTICLE I - LOANS, RENEWAL AND TERMINATION

         1.1 Revolving Credit Facility.

         (a) Revolving Loan Advances.  Lender agrees,  for so long as no Default
or Event of Default exists and subject to the terms of this  Agreement,  to make
Revolving  Loan  Advances  to  Borrower  in an  aggregate  amount  at  any  time
outstanding  up to the  amount of the  Borrowing  Base at such  time;  provided,
however,  the aggregate amount of all Revolving Loan Advances Loans  outstanding
at any time shall not exceed the  Maximum  Revolving  Credit  Amount.  Under the
Revolving Credit Facility,  Borrower from time to time may borrow, repay, prepay
and  reborrow  the  Revolving  Loan  Advances  pursuant  to the  terms  of  this
Agreement.

         (b)  Overadvances.  It is expressly  understood  and agreed that Lender
intends  to use the  Borrowing  Base as a  maximum  ceiling  on  Revolving  Loan
Advances  to  Borrower;  provided,  however,  that it is agreed  that should the
Revolving  Loan  Advances  ever  exceed the ceiling so  determined  or any other
limitation  set forth in this  Agreement (an  "Overadvance,"  and  collectively,
"Overadvances"),  such Overadvances  shall nevertheless  constitute  Obligations
secured by the  Security  Interest of Lender and, as such,  shall be entitled to
all benefits thereof and security therefor.  In the event that Lender is willing
in its sole and absolute  discretion  to make  Overadvances,  such  Overadvances
shall be payable on demand and shall bear interest as provided in this Agreement
for Revolving  Credit  Advances  generally or at such higher rate of interest as
Lender may require as a condition to making such Overadvances.

         1.2 Borrowing Procedures.

         (a) Borrower may, from time to time,  request  Lender to make Revolving
Loan Advances.  Subject to the provisions of Section 8.1 of this Agreement,  and
provided that there does not then exist a Default or an Event of Default, Lender
shall fund Borrower's request for Revolving Loan Advances as follows: (i) by the
close of business on the Business Day such request is received if the request is
received  prior to 10:00 a.m. east coast time; and (ii) by the close of the next
Business Day if the request is received after that time.

         (b)  Each  request  for a  Revolving  Loan  Advance  shall  be  made by
transmission  to Lender of a Notice of  Borrowing  and shall,  if  requested  by
Lender or required  pursuant to Section  6.7, be  accompanied  by a complete and
accurate  Borrowing  Base  Certificate,  and shall be confirmed by Borrower with
Lender by telephone;  provided,  that Lender shall at any time have the right to
review and adjust, in the exercise of its reasonable discretion, any calculation
set forth in the Borrowing  Base  Certificate  or the Notice of Borrowing (i) to
reflect  Lender's  reasonable  estimate  of  declines  in  value  of  any of the
Collateral described in such Borrowing Base Certificate,  and (ii) to the extent

                                       16
<PAGE>

such  calculation is not in accordance with this Agreement.  Borrower shall make
no more than three (3) requests for Revolving Loan Advances per calendar week.

         (c) Borrower shall  reimburse  Lender and hold Lender harmless from any
loss or expense that Lender may sustain or incur as a consequence of the failure
of Borrower to borrow  additional  Loans after  Borrower  has  requested  (or is
deemed to have  requested)  such  additional  Loans,  including any such loss or
expense  arising from the  liquidation  or  re-employment  of funds  obtained by
Lender to maintain the Loans or from fees payable to terminate the deposits from
which such funds were obtained.

         1.3 Interest.

         (a) Interest shall accrue on the outstanding  principal  balance of the
Loans at the Interest Rate. All interest  accrued on the  outstanding  principal
balance of the Loans shall be  calculated on the basis of a year of 360 days and
the actual number of days elapsed in each month.  Accrued  interest shall be due
and payable  monthly,  in arrears,  on the first day of the month  following the
month in which such interest accrues.

         (b) Upon the  occurrence  and  during the  continuation  of an Event of
Default,  which  Event of  Default  is not cured to the  satisfaction  of Lender
within  ten (10) days from the date such Event of Default  first  occurred,  the
unpaid  principal  balance of the Loans shall bear  interest at a per annum rate
equal to the Interest  Rate plus 200 basis points (2%)  effective as of and from
the date such Event of Default first occurred, as determined by Lender.

         1.4 Payment as Revolving  Loan Advance.  The becoming due of any amount
required to be paid under this Agreement as principal,  accrued interest,  fees,
and other  charges and amounts  shall be deemed  irrevocably  to be a request by
Borrower  for a Revolving  Loan  Advance on the due date of, and in an aggregate
amount  required to pay,  such  principal,  accrued  interest,  fees,  and other
charges and amounts,  and the proceeds of each such  Revolving Loan Advance may,
at  Lender's  option,  be  disbursed  by Lender by way of direct  payment of the
relevant  Obligation.   All  such  disbursements  in  payment  of  the  relevant
Obligation  shall be deemed to be a Revolving  Loan  Advance for all purposes of
this Agreement.

         1.5 Allocation of Payments and Limit of Interest. All Revenues received
by Lender from Borrower  shall be applied pro tanto to the  Obligations  in such
manner as Lender shall determine. Lender does not intend to charge interest at a
rate in excess of the highest rate permitted by Applicable Law. In the event any
interest  is changed or  received in excess of the  highest  rate  permitted  by
Applicable  Law, or any loan charges are  collected or received in excess of the
maximum amounts collectible under Applicable Law (such excess(es) being referred
to herein individually and collectively as "Excess"),  Borrower acknowledges and
stipulates  that any such  charge or receipt  shall be the result of an accident
and bona fide error,  and that any Excess  received by Lender  shall be applied,
first, to the payment of the then  outstanding and unpaid  principal  hereunder;
second, to the payment of the Other Obligations then outstanding and unpaid; and
third,  returned to Borrower,  it being the intent of the parties  hereto not to
enter into a usurious or otherwise  illegal  relationship.  Borrower  recognizes
that, with  fluctuations in the Prime Rate, such an  unintentional  result could

                                       17
<PAGE>

inadvertently  occur.  Interest on any  outstanding  principal  balance shall be
spread over the entire period that such principal  balance is  outstanding.  Any
excess  interest  charges  paid by Borrower to Lender shall be applied to reduce
the outstanding principal balance of the Obligations.

         1.6 Renewal and Termination.

         (a) This Agreement  shall expire on the  Termination  Date.  Lender may
terminate this Agreement at any time during the existence of an Event of Default
as provided in Section 9.2.

         (b) Upon the  termination  of this  Agreement  for any reason as herein
provided,  Borrower  shall be required to pay,  discharge and satisfy,  no later
than the effective date of such  termination,  the Revolving Loan Advances,  the
Term  Loans,   all  accrued  and  unpaid   interest  and  fees,  and  all  other
non-contingent Obligations outstanding.

         (c)   All   undertakings,   agreements,   covenants,   warranties   and
representations  of  Borrower  contained  in this  Agreement  and the other Loan
Documents shall survive any such  termination,  and Lender shall retain each and
every Security Interest,  and all other rights and remedies of Lender under this
Agreement and the other Loan Documents,  notwithstanding  such termination until
Borrower has paid the amounts described in Section 1.6(b).

         (d) Notwithstanding the payment in full of the Revolving Loan Advances,
all Term  Loans,  all  accrued  and  unpaid  interest  and  fees,  and all other
non-contingent  Obligations  outstanding,   Lender  shall  not  be  required  to
terminate  its  Security  Interests  unless,  with respect to any loss or damage
Lender  may incur as a result of  dishonored  checks or other  items of  payment
received  by Lender  from  Borrower  or any  Account  Debtor and  applied to the
Obligations,  Lender shall (i) have  received a written  agreement,  executed by
Borrower and by any Person whose loans or other advances to Borrower are used in
whole or in part to satisfy the Obligations,  indemnifying  Lender from any such
loss or damage;  or (ii) have retained  such monetary  reserves and its Security
Interest for such period of time as Lender,  in its reasonable  discretion,  may
deem necessary to protect Lender from any such loss or damage.

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<PAGE>

         1.7 Term Loans.

         (a) Term Loan A. Subject to the terms and conditions hereof, the Lender
agrees to make a Term Loan to  Borrower  in the amount of  $3,500,000.00  ("Term
Loan A").  There shall be a single  borrowing  under the Term Loan A made by the
Lender to Borrower.  The indebtedness  represented by the Term Loan A shall bear
interest as provided in Section  1.3,  payable  monthly in arrears in the manner
described in that  section.  The  principal  balance of the Term Loan A shall be
repaid in installments  as follows:  (i) commencing on the first Business Day of
February,   2005,  and  for  eleven  consecutive   months  thereafter,   monthly
installments  of $25,000,  then (ii)  commencing  on the first  Business  Day of
February,  2006, and for twenty-three  consecutive  months  thereafter,  monthly
installments  of  $37,500,  and  (iii)  the  final  payment  of all  outstanding
principal  shall be due and  payable  on the  Termination  Date.  The  principal
repayments  set forth herein shall be in addition to payments of all accrued and
unpaid interest due monthly in accordance with Section1.3.

         (b) Term Loan B. Subject to the terms and conditions hereof, the Lender
agrees to make a Term Loan to  Borrower  in the amount of  $3,500,000.00  ("Term
Loan B").  There shall be a single  borrowing  under the Term Loan B made by the
Lender to Borrower.  The indebtedness  represented by the Term Loan B shall bear
interest as provided in Section  1.3,  payable  monthly in arrears in the manner
described in that  section.  The  principal  balance of the Term Loan B shall be
repaid in installments  as follows:  (i) commencing on the first Business Day of
February,   2005,  and  for  eleven  consecutive   months  thereafter,   monthly
installments  of $25,000,  then (ii)  commencing  on the first  Business  Day of
February,  2006, and for twenty-three  consecutive  months  thereafter,  monthly
installments  of  $37,500,  and  (iii)  the  final  payment  of all  outstanding
principal  shall be due and  payable  on the  Termination  Date.  The  principal
repayments  set forth herein shall be in addition to payments of all accrued and
unpaid interest due monthly in accordance with Section1.3.

         (c) Term Loan C. Subject to the terms and conditions hereof, the Lender
agrees to make a Term Loan to  Borrower  in the amount of  $3,500,000.00  ("Term
Loan C").  There shall be a single  borrowing  under the Term Loan C made by the
Lender to Borrower.  The indebtedness  represented by the Term Loan C shall bear
interest as provided in Section  1.3,  payable  monthly in arrears in the manner
described in that  section.  The  principal  balance of the Term Loan C shall be
repaid in installments  as follows:  (i) commencing on the first Business Day of
February,   2005,  and  for  eleven  consecutive   months  thereafter,   monthly
installments  of $25,000,  then (ii)  commencing  on the first  Business  Day of
February,  2006, and for twenty-three  consecutive  months  thereafter,  monthly
installments  of  $37,500,  and  (iii)  the  final  payment  of all  outstanding
principal  shall be due and  payable  on the  Termination  Date.  The  principal
repayments  set forth herein shall be in addition to payments of all accrued and
unpaid interest due monthly in accordance with Section1.3.

         (d) Term Loan D. Subject to the terms and conditions hereof, the Lender
agrees to make a Term Loan to  Borrower  in the amount of  $3,500,000.00  ("Term
Loan D").  There shall be a single  borrowing  under the Term Loan D made by the



                                       19
<PAGE>

Lender to Borrower.  The indebtedness  represented by the Term Loan D shall bear
interest as provided in Section  1.3,  payable  monthly in arrears in the manner
described in that  section.  The  principal  balance of the Term Loan D shall be
repaid in installments  as follows:  (i) commencing on the first Business Day of
February,   2005,  and  for  eleven  consecutive   months  thereafter,   monthly
installments  of $25,000,  then (ii)  commencing  on the first  Business  Day of
February,  2006, and for twenty-three  consecutive  months  thereafter,  monthly
installments  of  $37,500,  and  (iii)  the  final  payment  of all  outstanding
principal  shall be due and  payable  on the  Termination  Date.  The  principal
repayments  set forth herein shall be in addition to payments of all accrued and
unpaid interest due monthly in accordance with Section1.3.

         1.8  Mandatory  Prepayments  of Excess  Cash Flow.  In  addition to the
regular  payments  of  principal  and  interest  required in respect of the Term
Loans,  Borrower shall remit to Lender on or before the 15th day after the close
of each fiscal quarter, all Excess Cash Flow earned in the immediately preceding
quarter.  All such Excess Cash Flow payments remitted to Lender shall be applied
by Lender pro rata among the four Term Loans as a reduction  in the  outstanding
principal thereof.

         1.9  Promise  to Pay.  Borrower  hereby  promises  to pay to Lender the
principal,  interest,  fees and other charges comprising the Loans in accordance
with the terms of this Agreement.

                               ARTICLE II - FEES

         2.1 Facility  Fee.  Borrower  agrees to pay to Lender a Facility Fee in
the amount of $30,000 per annum,  which Facility Fee shall be due and payable on
each anniversary date of this Agreement shall be  non-refundable  when paid, and
shall be fully earned by Lender as of each due date thereof.

         2.2 Field  Examination  Fee. For each field  examination  of the books,
records  and other  assets of Borrower  performed  by one or more  employees  or
agents of Lender,  Borrower  shall pay to Lender a field  examination  fee in an
amount of the per diem  amount  then  customarily  charged  by  Lender  for such
examinations  for each day  spent by each such  employee  in  performing  and/or
summarizing  the results of such  examination  (including  all necessary  travel
time) plus all reasonable  "out-of-pocket" expenses. Field examinations shall be
performed  by  Lender  no  less  frequently  than  quarterly,   and  each  field
examination  fee  shall be  payable  by  Borrower  to  Lender  within 30 days of
delivery of invoices therefor.

         2.3 Costs and  Expenses.  Borrower  agrees to reimburse  Lender for all
reasonable  out-of-pocket  expenses  incurred by Lender in  connection  with the
negotiation,  preparation and execution of this Agreement and the administration
and enforcement  hereof,  including,  but not limited to, filing fees, tax, lien
and judgment  search fees,  fees of outside  auditors,  bank fees, wire transfer
fees,  outside  attorneys' fees,  allocated costs of internal  counsel,  and any
other  reasonable  fees  or  expenses;   provided,   however,   that  Borrower's
reimbursement  to Lender under this  Section 2.3 in respect of Lender's  outside
attorneys' fees incurred in the  negotiation,  preparation and execution of this
Agreement  shall be  limited  to  $25,000;  provided  further,  that  limitation
contained  in the  preceding  proviso  shall not  apply to any fees or  expenses

                                       20
<PAGE>

incurred  by  Lender   following  the   execution   hereof  in  respect  of  the
administration or enforcement of this Agreement,  the negotiation or preparation
of any amendments hereto, or otherwise.

                    ARTICLE III - GRANT OF SECURITY INTEREST

         3.1 Grant of Security Interest. To secure the payment,  performance and
observance of the Obligations,  Borrower grants, and hereby assigns,  mortgages,
and pledges, to Lender all of the Collateral,  and grants to Lender a continuing
security  interest in, and a Lien upon,  and a right of set off against,  all of
the Collateral.

3.2      Continued Priority of Security Interest.

         (a) The  Security  Interest  granted by Borrower  shall at all times be
valid,  perfected  and  enforceable  against  Borrower and all third  parties in
accordance  with the terms of this Agreement,  as security for the  Obligations,
and the Collateral  shall not be at any time subject to any Liens that are prior
to, or on parity with or junior to the Security  Interest,  other than Permitted
Liens.  Borrower  represents  and warrants to Lender that none of the  creditors
holding a Permitted Lien has a security  interest in the Collateral  superior in
priority to the Lien of Lender granted under this Agreement.

         (b) Borrower shall,  at it sole cost and expense,  take all action that
may be necessary or desirable,  or that Lender may reasonably  request, so as at
all times to maintain the validity,  perfection,  enforceability and priority of
the Security  Interest in the Collateral in conformity with the  requirements of
Section 3.2(a), or to enable Lender to exercise or enforce its rights hereunder.

         (c) Lender is authorized to file one or more financing or  continuation
statements,  or amendments  thereto,  without the signature of or in the name of
Borrower for any purpose under this Agreement, including without limitation, any
purpose under Section 3.2(b).

         (d) Borrower shall mark its books and records as directed by Lender and
as may be necessary or appropriate to evidence, protect and perfect the Security
Interest  and shall  cause its  financial  statements  to reflect  the  Security
Interest.


                                       21
<PAGE>

        ARTICLE IV - PROCEEDS OF COLLATERAL, RECEIVABLES AND COLLECTIONS

         4.1 Borrower's Proceeds of Collateral. Borrower shall pay to Lender all
proceeds of  Collateral,  including Net Proceeds,  immediately  upon  Borrower's
receipt  thereof.  For  purposes  of  calculating  interest  owing  by  Borrower
hereunder,  Lender shall apply the amount of such Revenues to the Obligations on
the next  Business  Day  following  the date upon  which  Lender  receives  such
Revenues in immediately available funds.

         4.2 Collection of Receivables and other Collateral.

         (a) Borrower shall establish and maintain, at its expense, a Lockbox in
the sole  discretion  of  Lender,  with such banks as are  acceptable  to Lender
pursuant to documentation satisfactory to Lender, in its discretion,  into which
Borrower shall promptly deposit or cause to be deposited all Revenues.  Borrower
shall direct and instruct all of its Account  Debtors to directly  remit to such
Lockbox  all  payments  on  Receivables  and  all  other  payments  constituting
Revenues,  in the  identical  form in which such  payments are made,  whether by
cash, check or other manner of payment.  If,  notwithstanding such instructions,
Borrower  receives  any  Revenues,  and upon  receipt  by  Borrower  of any such
Revenues, Borrower shall receive such payments as Lender's trustee, and Borrower
shall  immediately  deliver such payments to Lender in their  original form duly
endorsed  in blank.  Borrower  agrees that all  payments  made to the Lockbox or
other  funds  received  and  collected  by  Lender,  whether  in  respect of the
Receivables,  as other Revenues, or otherwise, shall be subject to Lender's sole
control and shall be treated as payments to Lender in respect of the Obligations
and  therefore  shall  constitute  the  property  of Lender to the extent of the
amount of the outstanding Obligations.

         (b) Lender or its designee  may, in Lender's  sole  discretion,  at any
time during  which an Event of Default  exists,  notify  Account  Debtors of the
Security  Interest and collect  Receivables  directly  from Account  Debtors and
charge the  collection  costs and  expenses  to Borrower  as  additional  Loans.
Whether or not a Default or an Event of Default  has  occurred,  any of Lender's
officers,  employees  or  agents  shall  have  the  right,  at any time or times
hereafter, in the name of Lender, any designee of Lender, or Borrower, to verify
the validity,  amount or any other matter  relating to any  Receivables by mail,
telephone, electronic communication or otherwise. Borrower shall cooperate fully
with  Lender  in  an  effort  to  facilitate  and  promptly  conclude  any  such
verification process.

                   ARTICLE V - REPRESENTATIONS AND WARRANTIES

         Borrower and Guarantor each  represents  and warrants to Lender,  as of
the date of this Agreement and at all times that Lender makes Loans to Borrower,
as follows:

         5.1 Existence, Power and Authority; Borrower Affiliates.

         (a)  Organization;  Qualification.  Each Obligor is a corporation  duly
formed, validly existing and in good standing under the laws of its jurisdiction
of  incorporation  or formation,  as identified in Schedule  5.1(a),  having the
corporate power and authority to own its properties and to carry on its business
as now being and hereafter  proposed to be  conducted,  and each Obligor is duly

                                       22
<PAGE>

qualified and authorized to do business in the jurisdictions  listed on Schedule
5.1(a)  and in each  jurisdiction  in which the  nature of its  business  or the
ownership and  characteristics  of its property  requires such  qualification or
authorization,  except  where the  failure to be so  qualified  would not have a
Materially  Adverse Effect. The jurisdictions in which each Obligor is qualified
to do business as a foreign entity are listed on Schedule 5.1(a).

         (b) Power.  Each  Obligor  has the right and  power,  and has taken all
necessary  action to  authorize  it, to  execute,  deliver  and perform the Loan
Documents in accordance with their respective  terms. Each of the Loan Documents
has been duly  executed and  delivered by the duly  authorized  officers of each
Obligor and each is, or each when executed and delivered in accordance with this
Agreement  will be, a legal,  valid  and  binding  obligation  of such  Obligor,
enforceable  against  such  Obligor in  accordance  with its  terms.  All of the
transactions  contemplated  under the Loan  Documents are within such  Obligor's
powers  and are  not in  contravention  of law or the  terms  of such  Obligor's
certificate  of  incorporation,   articles  of  incorporation,   certificate  of
formation, by-laws, limited liability company agreement, or other organizational
documentation,  or any material  agreement or undertaking to which Borrower is a
party or by which such Obligor or its property is bound,  and does not result in
the creation or imposition of any lien, charge or encumbrance upon any assets of
Borrower, other than the Lien of Lender.

         (c)  Borrower  Affiliates.  Borrower  has  no  Borrower  Affiliates  or
Subsidiaries except as set forth on Schedule 5.1(c).

         (d)  Capitalization.   The  outstanding  shares  of  capital  stock  or
membership interests of Borrower have been duly and validly issued and are fully
paid and  nonassessable,  and the number and owners of such stock or  membership
interests of Borrower are set forth on Schedule  5.1(d).  Except as set forth on
Schedule 5.1(d), there are no existing warrants,  options, or commitments of any
kind or nature  convertible  into capital stock or  membership  interests of any
class of Borrower.

         (e)  Business.  Obligors are engaged  principally  in the  business(es)
described on Schedule 5.1(e).

         5.2 Compliance with Other  Agreements and Applicable Law. Except as set
forth on Schedule  5.2, no Obligor is in default  under,  or in violation in any
respect of, any material agreement,  contract, instrument or other commitment to
which such Obligor is a party or by which such Obligor or its property is bound,
and such Obligor is in compliance in all material respects with all Governmental
Approvals  applicable  to or  required  in  connection  with the conduct of such
Obligor's  business and affairs,  and such Obligor is otherwise in compliance in
all material respects with all Applicable Laws.

         5.3 Absence of  Litigation.  Except as set forth on Schedule 5.3, there
are no actions,  proceedings or investigations pending or threatened against any
Obligor,  or any of its assets,  which,  if  adversely  determined  against such
Obligor can  reasonably be expected to have a Materially  Adverse  Effect on the
assets, financial condition or business prospects of the Obligors.

                                       23
<PAGE>

         5.4  Taxes and  Returns.  Except as set  forth on  Schedule  5.4,  each
Obligor has timely  filed all tax returns  which such Obligor is required by law
to file or has obtained valid  extensions,  and all taxes and other sums related
to the payment of taxes owing by such Obligor to any governmental authority have
been fully paid and such  Obligor  maintains  adequate  reserves to pay such tax
liabilities as they accrue.

         5.5 Lien Priority and Nature of Certain Collateral.

         (a) Liens.  Lender has a perfected first priority  security interest in
the Collateral  and,  except for the Liens  described on Schedule 5.5(a) and the
other  Permitted  Liens,  none of the  properties  and assets of any  Obligor is
subject to any Lien.  Other than the Financing  Statements of Lender pursuant to
this Agreement or the Existing Loan Agreement,  no financing statement under the
Uniform Commercial Code of any state or other instrument  evidencing a Lien that
names any Obligor as debtor has been filed (and has not been  terminated) in any
state or  other  jurisdiction,  and no  Obligor  has  signed,  authenticated  or
authorized  any such  financing  statement or other  instrument  or any security
agreement  authorizing  any secured party  thereunder to file any such financing
statement or instrument,  except to perfect the Liens listed on Schedule  5.5(a)
and the other Permitted Liens.

         (b) Title.  Except as set forth on Schedule  5.5(b),  each  Obligor has
valid and legal title to or leasehold  interest in all personal  property,  real
property, and other assets used in its business.

         (c) Receivables.  Each Eligible Receivable has arisen from the sale and
delivery of goods or from services  rendered by Borrower,  is genuine,  complete
and,  in all  other  respects,  what it  purports  to be,  and is not  otherwise
ineligible under the standards set forth in this Agreement.

         (d)  Inventory.  All  Inventory is located on the premises set forth on
Schedule 5.5(d) or is Inventory in transit to one of such  locations,  except as
otherwise disclosed in writing to Lender. No Obligor has, within the twelve (12)
months  preceding the Agreement  Date,  located any Inventory at premises  other
than those set forth on Schedule 5.5(d).

         (e)  Equipment.  All  Equipment  is in good  order  and  repair  in all
material  respects and is located on the premises set forth on Schedule  5.5(e).
No Obligor has within the  twelve-(12)  months  preceding  the  Agreement  Date,
located any Equipment at premises other than those set forth on Schedule 5.5(e).

         (f) Real Estate. No Obligor owns or leases any real property other than
that described on Schedule 5.5(f).

         (g) Corporate and Fictitious  Names.  Except as otherwise  disclosed on
Schedule  5.5(g),  during the five-year  period  preceding  the Agreement  Date,
neither any Obligor nor any predecessor of any Obligor has been known as or used
any  corporate or  fictitious  name other than the name of such Obligor as first
set forth in this Agreement.

         5.6 Principal  Place of Business.  Each Obligor's  principal  places of
business or, if such Obligor has more than one principal place of business, such
Obligor's  chief  executive  office,  is located at the address set forth on the

                                       24
<PAGE>

signature  page of this  Agreement.  All books  and  records  pertaining  to the
Collateral  are kept by each Obligor at its  principal  place of business or, if
such Obligor has one, its chief executive office.

         5.7 Environmental Compliance.

         (a)  Except  as set forth on  Schedule  5.7,  to the best of  Obligors'
knowledge,   no  Obligor  has  Released,   generated,   used,  stored,  treated,
transported,  manufactured, handled, produced or disposed of any Contaminants on
or off its premises (whether or not owned by either Obligor), in any manner that
violates  in any  material  respect  any  applicable  Environmental  Laws or any
Governmental  Approvals,  and the business and operations of Obligors  comply in
all material respects with all Environmental Laws and all Governmental Approvals
and similar authorizations.

         (b) Except as set forth on Schedule  5.7,  (i) there is not and has not
been any Remedial  Action  taken with  respect to any real estate  leased by any
Obligor,  (ii) there has not been nor is there now  pending  any  investigation,
proceeding,  complaint,  order,  directive,  claim,  citation  or  notice by any
governmental  authority or any other  person with respect to any  non-compliance
with or violation of the requirements of any Environmental  Laws by any Obligor,
or  (iii)  there  has  not  been  any  Release,  threatened  or  actual,  of any
Contaminants,   or  generation,   use,   storage,   treatment,   transportation,
manufacture, handling, production, or disposal of any Contaminants, or any other
environmental,  health or safety matter,  which affects (A) any Obligor, (B) its
business, operations, or assets, or (C) any properties at which such Obligor has
transported, or stored any Contaminants.

         (c)  Except as set forth on  Schedule  5.7,  no Obligor  has  liability
(contingent or otherwise) with a known Release,  threatened or actual,  from any
real property owned or leased by such Obligor, or the generation,  use, storage,
treatment, transportation, manufacture, handling, production, or disposal of any
Contaminant, on the owned or leased real property.

         (d) All  material  Governmental  Approvals  or  similar  authorizations
required to be obtained or filed in connection  with the  operations of Obligors
under any Environmental Laws have been obtained,  and all Governmental Approvals
and  similar  authorizations  are  valid  and in full  force  and  effect in all
material respects.

         5.8 Proprietary  Rights. A correct and complete schedule of all of each
Obligor's  Proprietary  Rights  is set  forth  in  Schedule  5.8 and none of the
Proprietary Rights is subject to any licensing agreement or similar arrangement,
except as set forth on Schedule 5.8 or as entered into in the ordinary course of
such  Obligor's  business.  To  the  best  knowledge  of  Obligors  none  of the
Proprietary Rights infringes on the valid trademark,  trade name, copyright,  or
patent  right of any other person or entity,  and no other  person's or entity's
property  infringes on the  Proprietary  Rights,  in any material  respect.  The
Proprietary  Rights  described on Schedule 5.8 constitute all of the property of
such type  necessary  to the  current  and  anticipated  future  conduct  of the
business of Obligors.

                                       25
<PAGE>

         5.9 Trade Names.  All trade names or styles under which either  Obligor
sells  Inventory or Equipment or creates  Accounts,  or to which  instruments in
payment of Accounts are made payable, are listed on Schedule 5.9.

         5.10 Employee Relations. Obligors have a stable work force in place and
neither  Obligor  is,  except  as  disclosed  on  Schedule  5.10,  party  to any
collective  bargaining  agreement nor has any labor union been recognized as the
representative  of either Obligor's  employees,  and either Obligor knows of any
pending,  threatened,  or  contemplated  strikes,  work  stoppage or other labor
disputes involving any of such Obligor's employees.

         5.11  Employee  Pension  Benefit  Plans.  Each Plan  meets the  minimum
funding  standards of Section 302 of ERISA,  if  applicable,  and no Termination
Event has occurred with respect to any Plan of either Obligor.

         5.12 Bank Accounts.  The information on Schedule 5.12 is a complete and
correct list of all checking accounts, deposit accounts, and other bank accounts
maintained by Obligors.

         5.13 Accuracy and Completeness of Information.  All representations and
warranties set forth in this Article V, and all statements and other information
furnished by or on behalf of either Obligor in connection with this Agreement or
any of the Loan Documents,  including without limitation, all information on the
Information  Certificate,  is true and correct in all material respects and does
not omit any material fact. Each financial  statement  furnished by or on behalf
of either Obligor presents fairly the financial  condition of such Obligor as of
the date of such statement and for the relevant period(s) then ended.

         5.14 Software License Compliance.  Each Obligor warrants and represents
that all  software  used by such Obligor on any of such  Obligor's  computers is
either such Obligor's  proprietary software or is duly licensed,  maintained and
operated in compliance with the software owner's license terms and conditions.

         5.15  Survival  of  Warranties;   Cumulative.All   representations  and
warranties  contained in this Agreement or any of the other Loan Documents shall
survive the execution and delivery of this Agreement,  any investigation made by
or on behalf of Lender, or any borrowing hereunder,  and shall be deemed to have
been  made  again to Lender on the date of each  additional  borrowing  or other
credit   accommodation   under  this  Agreement,   except  to  the  extent  such
representations  and  warranties  expressly  relate to an earlier date (in which
case such  representations  and warranties  shall have been true and accurate on
and as of such earlier date),  and shall be  conclusively  presumed to have been
relied  on by  Lender  regardless  of  any  investigation  made  or  information
possessed  by  Lender.  The  representations  and  warranties  set forth in this
Agreement and in the other Loan  Documents  shall be cumulative  and shall be in
addition to any other  representations  or warranties which either Obligor shall
now or hereafter give, or cause to be given, to Lender.

                       ARTICLE VI - AFFIRMATIVE COVENANTS

         Until this Agreement has been terminated and all Obligations  have been
paid in full,  unless Lender shall otherwise  consent in writing,  covenants and
agrees with Lender as follows:

                                       26
<PAGE>

         6.1 Financial Statements.  Borrower shall deliver to Lender, within 120
days  following the close of each Fiscal Year,  Obligors'  consolidated  audited
financial  statements,  certified  by a  recognized  firm  of  certified  public
accountants  acceptable  to Lender  (Tanner & Co.  being  deemed  acceptable  to
Lender) as having been prepared in accordance with GAAP and as presenting fairly
the  financial  condition  of Obligors as of the date thereof and for the period
then ended (and including a management letter to Obligors from such accountants,
if prepared by such  accountants  at Borrower's or  Guarantor's  request,  to be
delivered not later than 30 days thereafter,  which summarizes operating results
and  addresses  operating  issues  historically  and facing the  Obligors in the
coming years). Obligors shall deliver to Lender such other financial information
as Lender  shall  reasonably  request,  including,  (i) within 30 days after the
close  of each  month,  reasonably  detailed  monthly  and  fiscal  year-to-date
financial statements,  including income statement,  balance sheet, and statement
of cash flow,  prepared in accordance with GAAP (subject to the absence of notes
and to annual audit  adjustment),  certified by the chief  financial  officer or
other  authorized  individual  of Borrower as  presenting  fairly the  financial
condition of Obligors,  which,  for the end of each month,  shall also include a
Covenant  Compliance  Certificate,  setting forth a calculation of the financial
covenants  described in Section 7.6 below,  and the status of all other monetary
covenants  set forth in this  Agreement,  (ii) within 45 days after the close of
each calendar quarter,  unaudited  consolidated and consolidating  quarterly and
year-to-date financial statements, including including income statement, balance
sheet, and statement of cash flow,  prepared in accordance with GAAP (subject to
the absence of notes and to annual  audit  adjustment),  certified  by the chief
financial  officer or other  authorized  individual  of Borrower  as  presenting
fairly the financial condition of Obligors,  and (iii) at least 60 days prior to
the end of Borrower's Fiscal Year an annual operating budget showing a projected
income  statement,  balance  sheet and cash  flows as of each  month end for the
forthcoming Fiscal Year.

         6.2 Books and  Records.  Borrower  shall  keep  accurate  and  complete
records of the  Collateral and permit Lender to: (a) visit  Borrower's  business
locations  during normal business hours at intervals to be determined by Lender;
and (b) inspect,  audit and make extracts  from or copies of  Borrower's  books,
records,  journals,   receipts,  computer  tapes  and  disks.  All  governmental
authorities  are  authorized  to  furnish  Lender  with  copies  of  reports  of
examinations of either Obligor made by such parties.  Banks, Account Debtors and
other third parties  (without waiving any  attorney-client  privilege) with whom
Borrower has contractual  relationships pertaining to the Collateral or the Loan
Documents,  are  authorized to furnish  Lender with copies of such contracts and
related materials.  Lender is authorized,  in its own name or any other name, to
communicate  with Account  Debtors in order to verify the existence,  amount and
terms of any Receivable.

         6.3  Additional  Documentation.  Obligors  shall execute and deliver to
Lender all additional documents which Lender may, from time to time,  reasonably
determine are necessary or  appropriate  to evidence the Loans or to continue or
perfect Lender's Security Interest in the Collateral.

         6.4 Existence,  Name,  Organization  and Chief Executive  Office.  Each
Obligor  shall  maintain  its  existence in good  standing and shall  deliver to
Lender  written  notice,  at least thirty (30) days in advance,  of any proposed
change in such  Obligor's  state of  incorporation,  a change in such  Obligor's
name, a change in the use of any trade name, new trade names, fictitious name or

                                       27
<PAGE>

new fictitious names, such Obligor's  business  locations,  the location of such
Obligor's  principal  place of business or chief executive  office,  the mailing
address of such  Obligor,  the location of any  Inventory or  Equipment,  or the
location of such Obligor's  books and records,  and shall execute or cause to be
executed any and all  documents  that Lender  reasonably  requests in connection
therewith,  including,  in the case of any new location of Inventory that is not
owned by such  Obligor,  the waiver and consent from the lessor of such premises
that is more particularly  described in clause (g) of the definition of Eligible
Inventory.  If either  Obligor  does not have an  organizational  identification
number and later obtains one, such Obligor shall forthwith notify Lender of such
organizational  identification  number and shall execute or cause to be executed
any and all documents that Lender reasonably requests in connection therewith.

         6.5  Compliance  with Laws and Taxes.  Each Obligor shall comply in all
material  respects with all Applicable Laws. Each Obligor shall pay all real and
personal  property taxes,  assessments and charges,  and all franchise,  income,
unemployment,  social security,  withholding, sales and all other taxes assessed
against such Obligor or the  Collateral,  at such times and in such manner so as
to avoid any penalty  from  accruing  against such Obligor or any Lien or charge
from attaching to the  Collateral  (except taxes the validity of which are being
contested  in good  faith by  appropriate  proceedings  diligently  pursued  and
available to Borrower and with respect to which adequate  reserves have been set
aside on its  books).  Each  Obligor  shall  promptly  deliver to  Lender,  upon
request, receipted bills evidencing payment of such taxes and assessments.

         6.6 Performance of Obligations. Each Obligor shall perform, in a timely
manner, all of its obligations pursuant to all leases, mortgages, deeds of trust
or other agreements to which such Obligor is a party, and shall pay when due all
debt owed by such Obligor and all claims of  mechanics,  materialmen,  carriers,
landlords,  warehousemen and other like persons,  except only, and to the extent
that, the amount of any such debt and claims is being  contested by such Obligor
in good faith by appropriate proceedings and such Obligor maintains on its books
reasonable reserves therefor in accordance with GAAP.

         6.7 Reporting as to Revenues, Receivables and Inventory.

         (a) With such frequency as Lender shall direct,  Borrower shall deliver
to Lender such information as Lender shall request with respect to the Revenues,
Receivables and Inventory, including, but not limited to:

              (i) no later  than the  Monday  of each  week,  a  Borrowing  Base
         Certificate  based upon the  Receivables and Inventory as of the end of
         the preceding week,  together with a detailed summary of the sources of
         all of the  Revenues,  including  sales of  Inventory  and  credits and
         collections associated with Receivables, for the preceding week;

              (ii) no later than the 10th day of each month,  detailed schedules
         showing the aging of Receivables and Borrower's  accounts payable as of
         the end of the preceding month; and

              (iii) no later than 30 days  following the last day of each Fiscal
         Year  following  the  Closing  Date,  a complete  and  updated  list of
         Borrower's customers,  including the name, address and telephone number
         of each customer.

                                       28
<PAGE>

         (b) Borrower shall notify Lender promptly if:

              (i)  Borrower  enters  into a long-term  contract  with the United
         States of America, and, if requested by Lender,  Borrower shall execute
         all instruments and take all steps necessary to insure that all amounts
         due and to become  due  under  such  long-term  contract  are  properly
         assigned to Lender  pursuant to the Assignment of Claims Act of 1940 or
         otherwise;

              (ii) Borrower receives information with regard to any type or item
         of Collateral  which might have in any way a Materially  Adverse Effect
         on the value of the Collateral as a whole or the rights and remedies of
         Lender with respect thereto; and

              (iii) any  accounts  due and owing in which  amounts in dispute by
         any single  Account  Debtor on an Eligible  Receivable are in excess of
         $25,000,  and  Borrower  shall  explain  in detail  the  reason for the
         dispute,  all  claims  related  to  the  dispute,  and  the  amount  in
         controversy.

         6.8 Breach or Default. Obligor shall notify Lender immediately upon the
occurrence of any circumstance  which: (a) makes any  representation or warranty
of any Obligor contained in this Agreement or any other Loan Document  incorrect
or misleading in any material respect; or (b) constitutes an Event of Default.

         6.9 Maintenance of Assets.  Borrower shall maintain all of its real and
personal  property in good repair,  working order and condition,  shall make all
necessary  replacements  to such  property  so that the value and the  operating
efficiency  of such  property  will be  preserved,  shall  prevent any  personal
property  from  becoming a fixture to real estate  (unless owned by Borrower and
encumbered by a mortgage,  deed of trust,  security deed or similar agreement in
favor of Lender),  and will pay all rental or mortgage  payments due on its real
property.

         6.10 Insurance.  Obligors shall procure and continuously  maintain: (a)
"All Risk Extended Coverage" property insurance covering each Obligor's tangible
personal property for the full replacement value thereof; (b) "All Risk Extended
Coverage" business interruption insurance in an amount acceptable to Lender; (c)
liability  insurance  in an amount  acceptable  to  Lender;  and (d) such  other
customary  insurance  coverages  as are  specified  by Lender in its  reasonable
business  judgment from time to time.  Each  property and business  interruption
insurance policy shall contain a standard  Lender's Loss Payable  Endorsement in
favor of Lender,  providing  for,  among  other  things,  thirty (30) days prior
written notice to Lender of any  cancellation,  non-renewal or  modification  of
such  coverage.  Obligors  shall  deliver  to  Lender  certified  copies of such
policies  and all required  endorsements,  or other  evidence of such  insurance
acceptable  to Lender.  All amounts  received by Lender from any such  insurance
policies  may be  applied  by Lender to the  Obligations.  If  Obligors  fail to
procure  required  insurance or such insurance is canceled or otherwise  lapses,
Lender may procure  such  insurance  and add the cost of such  insurance  to the
principal balance of the Loans.

                                       29
<PAGE>

         6.11 Use of Proceeds.

         (a)  Borrower  shall use the proceeds of the Loans (i) to repay in full
all  obligations  owed to Lender under or in  connection  with the Existing Loan
Agreement, and (ii) for general working capital needs; and

         (b) not use any part of such proceeds to purchase or to carry or reduce
or retire or  refinance  any credit  incurred to  purchase or carry,  any margin
stock  (within the meaning of Regulation U or T of the Board of Governors of the
Federal Reserve System) or, in any event,  for any purpose which would involve a
violation of Regulation U, T or X of such Board of Governors, or for any purpose
prohibited by law or by the terms and conditions of this Agreement or any of the
Loan Documents.

         6.12 Disclosure.  Promptly and in no event later than five (5) Business
Days after obtaining knowledge thereof,  Borrower shall (i) notify Lender if any
written information, exhibit, or report furnished to Lender contained any untrue
statement of a material fact or omitted to state any material fact  necessary to
make  the  statements   contained   therein  not  misleading  in  light  of  the
circumstances  in which made,  and (ii)  correct any defect or error that may be
discovered therein or in any Loan Document or in the execution,  acknowledgment,
filing, or recordation thereof.


                        ARTICLE VII - NEGATIVE COVENANTS

         Each Obligor covenants and agrees with Lender as follows:

         7.1 Business,  Management and Organization.  Neither Obligor shall: (a)
make any  material  change in its  management,  which  includes  the  following:
removing Paul Licata as President of Borrower;  (b) make any material  change in
the nature of the business  that such  Obligor  presently  conducts;  (c) amend,
modify or  supplement  (without  Lender's  consent)  Borrower's  certificate  of
formation in any manner which prevents  Guarantor directly or indirectly through
one or  more of its  Affiliates,  from  electing  a  majority  of the  Board  of
Borrower;  (d) change its name except after first  complying with Section 7.4 of
this Agreement;  (e) change its state of formation or its type of  organization;
(f) as to Borrower,  merge or consolidate  with any Person or purchase any stock
or assets  of any other  Person,  other  than  assets  used by  Borrower  in the
ordinary course of its business and other than Permitted Investments.

         7.2  Disposition of Assets.  Neither  Obligor shall,  without  Lender's
written  consent:  (a) encumber the  Collateral in favor of any party other than
Lender, whether voluntarily or involuntarily, other than the Permitted Liens; or
(b) sell, consign, lease or remove from such Obligor's business locations any of
Borrower's  assets  except  that,  until  Lender  gives  Borrower  notice to the
contrary  during the  existence  of any Event of Default,  Borrower may (i) sell
Inventory  in the  ordinary  course of its  business  (any sale or  exchange  of
Inventory in satisfaction of indebtedness of Borrower shall not be deemed a sale
of  Inventory  in the  ordinary  course of  business);  (ii) sell or  dispose of
obsolete assets that  constitute  Collateral  which Borrower has determined,  in
good faith,  not to be useful in the conduct of its business  and which,  in any
Fiscal Year,  do not have an aggregate  fair market value in excess of $100,000;

                                       30
<PAGE>

and (iii) sell or dispose of obsolete  assets that do not constitute  Collateral
which Borrower has determined, in good faith, not to be useful in the conduct of
its business.

         7.3  Loans  and  Guarantees.  Borrower  shall  not  make  any  loan  or
contribute  money,  goods or services to, or guaranty or agree to become  liable
for any obligation of, any other Person, including any Affiliates of any obligor
or any  Interested  Party,  other than:  (a) loans to  employees of Borrower for
reimbursable  expenses  incurred  by such  employees  in the  normal  course  of
Borrower's business;  (b) sales of Inventory on credit in the ordinary course of
business; (c) the Guaranty of Guarantor; and (d) Permitted Investments.

         7.4 Capital Expenditures and Investments.  Borrower shall not: (a) make
any Capital  Expenditures  in any Fiscal  Year,  in the  aggregate  in excess of
$250,000, or (b) make any Investment other than Permitted Investments.

         7.5 Distributions and Salaries.

         (a) Borrower shall not make any dividend, distribution or payment on or
with respect to any shares (other than dividends payable solely in shares of its
stock),  or  purchase,  redeem or  otherwise  acquire or retire any of its stock
(except shares acquired on the conversion thereof into other shares of stock).

         (b) Neither Obligor shall increase,  whether by election,  promotion or
otherwise, the aggregate salaries and other compensation paid to the officers of
either  Obligor by more than ten percent  (10%) in the  aggregate  in any Fiscal
Year.




                  [remainder of page intentionally left blank]

                                       31
<PAGE>


         7.6  Minimum  EBITDA.  Borrower  shall  achieve as the case may be, (a)
positive  EBITDA as of the end of each  quarter,  of at least the  amount  shown
below for the quarter then ended,  or (b) negative  EBITDA as of the end of each
quarter,  of no more than the amount  shown  below for the  quarter  then ended,
based upon the most recent financial  statements of Borrower delivered to Lender
in accordance with Section 6.1 hereof for the immediately preceding quarter:


------------------------------------- ----------------------------------
          Quarter Ending:                       EBITDA Amount
------------------------------------- ----------------------------------
March 31, 2003                                    ($850,000)
------------------------------------- ----------------------------------
June 30, 2003                                     ($600,000)
------------------------------------- ----------------------------------
September 30, 2003                                ($400,000)
------------------------------------- ----------------------------------
December 31, 2003                                 ($300,000)
------------------------------------- ----------------------------------
March 31, 2004                                    ($200,000)
------------------------------------- ----------------------------------
June 30, 2004                                     ($100,000)
------------------------------------- ----------------------------------
September 30, 2004                                 - $0 -
------------------------------------- ----------------------------------
December 31, 2004                                  $100,000
------------------------------------- ----------------------------------
March 31, 2005                                     $200,000
------------------------------------- ----------------------------------
June 30, 2005                                      $300,000
------------------------------------- ----------------------------------
September 30, 2005                                 $400,000
------------------------------------- ----------------------------------
December 31, 2005                                  $500,000
------------------------------------- ----------------------------------
March 31, 2006                                     $600,000
------------------------------------- ----------------------------------
June 30, 2006                                      $700,000
------------------------------------- ----------------------------------
September 30, 2006                                 $800,000
------------------------------------- ----------------------------------
December 31, 2006                                  $900,000
------------------------------------- ----------------------------------
March 31, 2007                                   $1,000,000
------------------------------------- ----------------------------------
June 30, 2007                                    $1,100,000
------------------------------------- ----------------------------------
September 30, 2007                               $1,200,000
------------------------------------- ----------------------------------

All  amounts referenced in  this Section shall be  determined in accordance with
GAAP.

         7.7 Change of Control.  Borrower  shall not cause,  permit,  or suffer,
directly or indirectly, any Change of Control.

         7.8 Limitation on Indebtedness  for Money Borrowed.  Borrower shall not
create or suffer to exist any Indebtedness  for Money Borrowed  except:  (i) the
Indebtedness  for Money  Borrowed of Borrower to Lender under this Agreement and
the Loan Documents;  (ii) Indebtedness for Money Borrowed  outstanding as of the
Closing Date and listed on Schedule 7.8; (iii)  Indebtedness  for Money Borrowed
secured by Permitted Liens; and (iv) other Indebtedness for Money Borrowed in an
aggregate amount not to exceed $100,000.

         7.9  Mergers;  Consolidations;  Acquisitions.  Without  Lender's  prior
written  consent,  Borrower  shall  not  merge or  consolidate,  or  permit  any
Subsidiary of Borrower to merge or consolidate, with any Person; nor acquire, or
permit any of its  Subsidiaries to acquire,  all or any substantial  part of the
properties and assets or Securities of any Person.

                                       32
<PAGE>

         7.10  Subsidiaries.  After the Closing Date,  Borrower shall not create
any  Subsidiaries,  or transfer any assets to any Subsidiary,  without  Lender's
prior written consent.

         7.11 Fiscal Year.  Neither Obligor shall change its fiscal year end for
accounting purposes from December 31 of any year.


                      ARTICLE VIII - CONDITIONS PRECEDENT

         8.1 The obligation of Lender to extend any credit under this Agreement,
including the making of the initial  Revolving Loan Advance,  the Term Loans and
any future  Revolving Loan Advances,  is subject to the  fulfillment to Lender's
satisfaction of all of the following conditions:

         (a) All legal  matters  incidental to the extension of credit by Lender
shall be satisfactory to counsel for Lender.

         (b) Lender shall have received,  in form and substance  satisfactory to
Lender, each of the following, duly executed:

              (i)    This Agreement;

              (ii)   Borrower's    borrowing    resolutions    and   Guarantor's
                     authorizing resolutions;

              (iii)  UCC-1 Financing Statement(s);

              (iv)   An opinion of Borrower's counsel;

              (v)    The Deposit Account Control Agreement;

              (vi)   The  Second  Amended  and  Restated   Continuing   Guaranty
                     Agreement of Guarantor;

              (vii)  The Warrant Agreement;

              (viii) A Landlord Waiver from each of Borrower's landlords;

              (ix)   The Information Certificates of Borrower and Guarantor; and

              (x)    Such  other  documents  as Lender  may  require  under this
                     Agreement.

         (c) Borrower shall have  established the Lockbox and Blocked Account as
required by Lender.

         (d) Lender shall have  received  evidence of  insurance  and loss payee
endorsements  and/or  certificates of insurance  naming Lender as loss payee, as
required under this Agreement,  in form and substance satisfactory to Lender, at
Borrower's cost and expense.

         (e) Lender shall have completed a field review of the records and other
information with respect to the Collateral as Lender may require, the results of
which shall be satisfactory to Lender in its discretion.

                                       33
<PAGE>

         (f) Lender shall have received and reviewed UCC search  results for all
jurisdictions in which assets of either Obligor are located in the United States
and  their  states  of  organization   or  formation,   in  form  and  substance
satisfactory to Lender.

         (g)  Lender  shall  have  received  evidence,  in  form  and  substance
satisfactory  to  Lender,  that  Lender  has a valid  perfected  first  security
interest  in all of the  Collateral  except as  otherwise  permitted  under this
Agreement.

         (h)  No  Default  or  Event  of  Default  shall  have  occurred  and be
continuing.

         (i) All  representations  and  warranties of Obligors set forth in this
Agreement shall be true and correct in all material respects.

                    ARTICLE IX - EVENTS OF DEFAULT; REMEDIES

         9.1 Events of Default.  The  occurrence or existence of any one or more
of the following events or conditions,  whether voluntary or involuntary,  shall
constitute an Event of Default:

         (a) Borrower fails to pay when due (whether due at stated maturity,  on
demand, upon acceleration or otherwise) any installment of principal,  interest,
premium,  if any,  and fees on any of the Loans or  otherwise  owing  under this
Agreement;

         (b) Borrower fails to pay any of the other  Obligations on the due date
thereof  (whether  due at stated  maturity,  on  demand,  upon  acceleration  or
otherwise)  and such failure shall  continue for a period of five (5) days after
Lender's giving Borrower written notice thereof;

         (c) Borrower or any other Obligor fails or neglects to perform, keep or
observe any  covenant  contained in this  Agreement or the other Loan  Documents
(other  than a  covenant  which is dealt  with  specifically  elsewhere  in this
Section  9.1) and the breach of such other  covenant  in this  Agreement  or the
other Loan Documents is not cured within ten (10) days after the sooner to occur
of  Borrower's  or such other  Obligor's  receipt of notice of such  breach from
Lender or the date on which such failure or neglect  first  becomes known to any
officer of Borrower or such other Obligor;

         (d) Any  representation or warranty made by or on behalf of Borrower or
any other Obligor, or other information  provided by or on behalf of Borrower or
any other Obligor to Lender, was incorrect or misleading in any material respect
at the time it was made or provided;

         (e) Borrower  any  Affiliate  of Borrower  defaults:  (i) as primary or
secondary  obligor,  in  the  payment  of  any  principal  or  interest  on  any
Indebtedness  for Money Borrowed (other than the Obligations or, for purposes of
this subsection (e) only,  indebtedness owed to any party having executed a debt
or lien  subordination  agreement  with Lender) in excess of $300,000,  and such
default continues beyond any applicable grace period or, if such Indebtedness is
payable on demand,  fails to pay such  Indebtedness  upon demand; or (ii) in the
observance  of any  covenant,  term  or  condition  contained  in any  agreement
evidencing,  securing or relating to any  Indebtedness for Money Borrowed (other

                                       34
<PAGE>

than the Obligations or, for purposes of this subsection (e) only,  indebtedness
owed to any party having  executed a debt or lien  subordination  agreement with
Lender) in excess of $300,000,  if the effect of such default is to cause, or to
permit  any  other  party to such  Indebtedness  to  cause,  all or part of such
Indebtedness to become due before its stated maturity;

         (f) A writ of attachment,  garnishment execution,  distraint or similar
process in excess of $50,000  is issued  against  Borrower,  any  Subsidiary  of
Borrower, or any of their respective properties;

         (g) Lender determines, in its reasonable discretion,  that a Materially
Adverse Effect has occurred,  and such event is not cured within 5 Business Days
after  Borrower  receives,  or is deemed to  receive,  notice of such event from
Lender;

         (h) Borrower or any other Obligor becomes bankrupt; makes an assignment
for the benefit of  creditors  or consents  to the  appointment  of a trustee or
receiver; a trustee or a receiver is appointed for Borrower or any other Obligor
or for a  significant  portion  of  Borrower's  or any other  Obligor's  assets;
bankruptcy,  reorganization  or  insolvency  proceedings  are  instituted  by or
against  Borrower or any other Obligor;  or if any of the foregoing  occurs with
respect to any guarantor or other party liable for any of Borrower's obligations
owing to Lender;

         (i) Any judgment or order for the payment of money in excess of $50,000
or in excess of $100,000 in the aggregate for all such  judgments or orders,  is
entered  against  Borrower,  unless  the same  shall  be (i)  fully  covered  by
insurance and the issuer of the applicable  policy shall have  acknowledged full
coverage  in writing  within  thirty  (30) days of  judgment,  or (ii)  vacated,
stayed,  bonded, paid or discharged within a period of thirty (30) days from the
date of such judgment or order;

         (j) Any Loan Document is terminated  other than as provided for in this
Agreement or becomes void or  unenforceable,  or any Security Interest ceases to
be a valid and perfected first priority  security interest in any portion of the
Collateral, other than as a result of the Permitted Liens;

         (k) Any  Obligor  conceals,  removes,  or  permits to be  concealed  or
removed, any of its assets with the intent to hinder, delay or defraud Lender or
any of any Borrower's other creditors;

         (l) A Guarantor,  surety or endorser for any of the  Obligations  dies,
defaults in any  obligation  owing to Lender,  or  prospectively  terminates  or
revokes such guaranty or surety;

         (m) Any loss, theft, damage or destruction of any item of Collateral or
other property of Borrower which has a Materially Adverse Effect;

         (n) There is filed  against  Borrower or any  guarantor  or other party
liable for any of Borrower's  Obligations any civil or criminal action,  suit or
proceeding under any federal or state racketeering  statute (including,  without
limitation,  the Racketeer  Influenced  and Corrupt  Organization  Act of 1970),
which action,  suit or proceeding could result in the confiscation or forfeiture
of any material portion of the Collateral;

                                       35
<PAGE>

         (o) Any Termination Event with respect to any Plan shall have occurred;
or a decision  shall have been made by Borrower or  Borrower  Affiliate,  or any
member  of the  "controlled  group  of  corporations"  (as  defined  in  Section
1563(a)(4) of the Internal  Revenue Code  determined  without regard to Sections
1563(a) and (e)(3)(c) of such Code) of which Borrower or Borrower Affiliate is a
party, to terminate,  file a notice of termination  with respect to, or withdraw
from, any Plan.

         9.2  Lender's  Remedies.  In addition to any other  rights and remedies
that Lender may have, upon the occurrence and during the continuance of an Event
of Default, Lender may:

         (a) Without notice to, or demand upon, Borrower:

              (i)    discontinue making any further Revolving Loan Advances;

              (ii)   terminate this Agreement;

              (iii)  declare all Obligations to be immediately due and payable;

              (iv)   take  possession  of all or any portion of the  Collateral,
                     wherever  located,  and enter on any of the premises  where
                     any of the Collateral  may be and remove,  repair and store
                     any  of  the  Collateral  until  it is  sold  or  otherwise
                     disposed of (Lender shall have the right to store,  without
                     charge,  all or any  portion  of the  Collateral  at any of
                     Borrower's business locations);

              (v)    use, without charge, Borrower's patents,  copyrights, trade
                     names, trade secrets, trademarks,  advertising materials or
                     any property of a similar  nature,  in advertising for sale
                     and selling any of the Collateral; and

              (vi)   renew,  modify or extend any  Receivable,  grant waivers or
                     indulgences with respect to any Receivable,  accept partial
                     payments  on  any   Receivable,   release,   surrender   or
                     substitute any security for payment of any  Receivable,  or
                     compromise  with,  or  release,  any  party  liable  on any
                     Receivable  in such a manner  as  Lender  may,  in its sole
                     discretion  deem  advisable,   all  without   affecting  or
                     diminishing Borrower's Obligations to Lender.

         (b) With notice to Borrower:

              (i)    require Borrower,  at Borrower's  expense,  to assemble the
                     Collateral and make the  Collateral  available to Lender at
                     locations reasonably convenient to Lender and Borrower;

              (ii)   sell or  otherwise  dispose  of all or any  portion  of the
                     Collateral  at public or  private  sale for cash or credit,
                     with such  notice as may be required by law (in the absence
                     of any contrary requirement,  Borrower agrees that ten (10)
                     days  prior  notice  of a  public  or  private  sale of the
                     Collateral  is  reasonable),  in  lots or in  bulk,  all as
                     Lender, in its sole discretion, may deem advisable.  Lender
                     shall have the right to  conduct  any such  sales,  without
                     charge,  at  Borrower's  business  locations.   Lender  may
                     purchase  all or any  portion of the  Collateral  at public
                     sale and, if permitted by law, at private sale and, in lieu
                     of actual  payment of the  purchase  price,  may offset the
                     amount of such price against the outstanding  amount of the
                     Loans and any other  amounts owing from Borrower to Lender.

                                       36
<PAGE>

                     Proceeds  realized from the sale of any Collateral  will be
                     applied  in the  following  order:  (a)  to the  reasonable
                     costs,  expenses and attorneys'  fees incurred by Lender in
                     connection with the collection, acquisition, protection and
                     sale  of the  Collateral;  (b) to any  accrued  and  unpaid
                     interest  owing from  Borrower  to  Lender;  and (c) to any
                     other  amounts  owing from  Borrower  to  Lender.  Borrower
                     agrees  that  Borrower  will  remain  fully  liable for any
                     deficiency  owing  to  Lender  after  the  proceeds  of the
                     Collateral  have  been  applied  to the Loans and all other
                     amounts owing from Borrower to Lender; and

              (iii)  be  entitled  to  the   appointment   of  a  receiver  upon
                     application therefor,  without the requirement of posting a
                     bond or any other security.

         (c) If any of the  Collateral  shall  require  repairing,  maintenance,
preparation,  or the like, or is in process or other  unfinished  state,  Lender
shall  have the  right,  but not the  obligation,  to  repair  or  perform  such
maintenance, preparation, processing or completion of manufacturing to place the
same in such  saleable  condition as Lender shall deem  appropriate,  but Lender
shall have the right to sell or dispose of such  Collateral with or without such
processing.

                         ARTICLE X - JURY TRIAL WAIVER;
             OTHER WAIVERS AND CONSENTS; GOVERNING LAW; AND RELEASE

         10.1 Governing  Law;  Choice of Forum;  Service of Process;  Jury Trial
Waiver.

         (a) The provisions of this Agreement shall be governed by and construed
in  accordance  with  the  laws of the  State  of  Ohio,  without  reference  to
applicable conflict of law principles.

         (b) Borrower,  Guarantor and Lender  irrevocably  consent and submit to
the non-exclusive  jurisdiction of Ohio Courts in connection with the resolution
of any disputes relating to this Agreement or the other Loan Documents. Borrower
and  Guarantor  irrevocably  waive  any  objection  based on venue or forum  non
conveniens  with respect to any action  instituted  therein  arising  under this
Agreement or any of the other Loan  Documents,  or in any way connected  with or
related  or  incidental  to the  dealings  of the  parties  in  respect  of this
Agreement or the other Loan  Documents  or the  transactions  related  hereto or
thereto, in each case whether now existing or hereafter arising,  and whether in
contract, tort, equity or otherwise, and agrees that any dispute with respect to
any such matters shall be heard only in the courts  described above (except that
Lender shall have the right to bring any action or proceeding  against  Borrower
or its  property  or any other  Obligor in the courts of any other  jurisdiction
which  Lender  deems  necessary  or  appropriate  in  order  to  realize  on the
Collateral or otherwise enforce its rights against Borrower or its property,  or
any guarantor of the Obligations).

         (c) Each Borrower and Guarantor  waives personal service of any and all
process  upon it and  consents  that all such  service of process may be made by
registered mail (return receipt requested) directed to Borrower or Guarantor, as
the case may be, at the  address  set forth  below and  service so made shall be
deemed to be completed  five (5) Business Days after the same shall have been so
deposited in the U.S.  mails.  Nothing  contained in this Agreement shall affect
the right of Lender to serve legal process by any other manner permitted by law.

                                       37
<PAGE>

         (d) BORROWER, GUARANTOR AND LENDER EACH HEREBY WAIVE ANY RIGHT TO TRIAL
BY JURY OF ANY  CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION  ARISING  UNDER  THIS
AGREEMENT  OR ANY OF THE OTHER LOAN  DOCUMENTS OR IN ANY WAY  CONNECTED  WITH OR
RELATED OR  INCIDENTAL  TO THE  DEALINGS  OF THE  PARTIES TO THIS  AGREEMENT  IN
RESPECT  OF  THIS   AGREEMENT  OR  THE  OTHER  LOAN  DOCUMENTS  OR  THE  RELATED
TRANSACTIONS,  INCLUDING WITHOUT LIMITATION, THE OBLIGATIONS OF BORROWER AND ANY
GUARANTOR,  THE COLLATERAL,  OR ANY INSTRUMENT,  DOCUMENT OR GUARANTY  DELIVERED
PURSUANT  TO  THIS  AGREEMENT,  OR  THE  VALIDITY,  PROTECTION,  INTERPRETATION,
ADMINISTRATION,  COLLECTION OR ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS,  WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER IN CONTRACT,
TORT, EQUITY OR OTHERWISE.  BORROWER,  GUARANTOR,  AND LENDER EACH HEREBY AGREES
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL  WITHOUT  A JURY  AND  THAT  BORROWER  OR  LENDER  MAY  FILE  AN  ORIGINAL
COUNTERPART OF THIS AGREEMENT WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT
OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO A TRIAL BY JURY.

         (e)  Lender  shall not have any  liability  to  Borrower  or  Guarantor
(whether in contract, tort, equity or otherwise) for losses suffered by 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  herewith,  unless  it is  determined  by a final  and
non-appealable  judgment or court order binding on Lender,  that the losses were
the  result  of acts or  omissions  constituting  gross  negligence  or  willful
misconduct.  In any such litigation,  Lender shall be entitled to the benefit of
the rebuttable presumption that it acted at all times in good faith and with the
exercise  of  ordinary  care  in the  performance  by it of the  terms  of  this
Agreement.

         10.2 Waiver of Certain Claims and Counterclaims. Borrower hereby agrees
that it will not assert against Lender any claim for consequential,  incidental,
special or punitive  damages in  connection  with this  Agreement  or any of the
other Loan Documents or the  transactions  contemplated  hereby or thereby,  and
Borrower expressly waives any and all right to assert any such claims.  Borrower
further  waives all  rights to  interpose  any  claims,  deductions,  setoffs or
counterclaims of any nature (other than compulsory  counterclaims) in any action
or proceeding with respect to this Agreement, the Obligations, the Collateral or
any matter arising therefrom or relating hereto or thereto. No officer of Lender
has any authority to waive, condition, or modify the provisions of this section.

         10.3  Indemnification.  Borrower  agrees  to  indemnify,  save and hold
harmless  Lender and its directors,  officers,  agents,  attorneys and employees
from and against:  (i) the use or contemplated use of the proceeds of any of the
Revolving  Loan Advances or Term Loans,  any  transaction  contemplated  by this
Agreement or the other Loan Documents,  or any relationship with Borrower or any
other  party  to  this  Agreement  or  the  other  Loan   Documents;   (ii)  any
administrative  or investigative  proceeding by any governmental  agency arising

                                       38
<PAGE>

out of or related to a claim,  demand,  action or cause of action  described  in
clause (i) above; and (iii) any and all liabilities,  losses,  costs or expenses
(including  reasonable  attorneys' fees and disbursements and other professional
services) that any party indemnified  hereunder suffers or incurs as a result of
any foregoing claim, demand, action or cause of action; provided,  however, that
no such indemnitee shall be entitled to  indemnification  for any loss caused by
its own gross negligence or willful  misconduct.  Any obligation or liability of
Borrower to any such indemnitee  under this section shall survive the expiration
or termination of this Agreement and the repayment of the Loans and  performance
of all Obligations.

         10.4 Release of Claims.  To induce Lender to enter into this Agreement,
Borrower  hereby  releases,  acquits  and  forever  discharges  Lender,  and all
officers,  directors, agents, employees,  successors and assigns of Lender, from
any and all  liabilities,  claims,  demands,  actions or causes of action of any
kind or nature (if there be any),  whether  absolute or contingent,  disputed or
undisputed,  at law or in equity, or known or unknown,  that Borrower now has or
ever had against Lender,  including without limitation those arising under or in
connection with any of the Loan Documents, the Existing Loan Agreement or any of
the other Existing Loan Documents,  or Lender's  negotiation,  administration or
enforcement  thereof,  or otherwise.  Borrower represents and warrants to Lender
that  Borrower  has not  transferred  or  assigned  to any Person any claim that
Borrower ever had or claimed to have against Lender.

                           ARTICLE XI - MISCELLANEOUS

         11.1 Power of Attorney.  Borrower  irrevocably appoints Lender, and any
person designated by Lender, as Borrower's true and lawful  attorney-in-fact to:
(a) endorse for  Borrower,  in Lender's or Borrower's  name,  any draft or other
order for the payment of money payable to Borrower; and (b) execute, in Lender's
or Borrower's name, Financing Statements describing the Collateral. Lender shall
not be liable to Borrower for any action  taken by Lender or its designee  under
this  power of  attorney,  except to the  extent  that such  action was taken by
Lender in bad faith or with gross  negligence  or willful  misconduct.  Borrower
agrees  that  a  carbon,  photographic  or  other  reproduction  of a  Financing
Statement or this Agreement may be filed by Lender as a Financing Statement.

         11.2  Outstanding  Revolving Loan Advances.  The outstanding  principal
amount of, and accrued  interest on, the  Revolving  Loan  Advances and the Term
Loans and the Interest Rate  applicable  to the Revolving  Loan Advances and the
Term  Loans  from time to time,  shall be, at all  times,  ascertained  from the
records of Lender and shall be conclusive absent manifest error.

         11.3  Modifications and Course of Dealing.  This Agreement  constitutes
the entire  agreement  of Borrower  and Lender  relative  to the subject  matter
hereof.  No  modification  of or supplement to this Agreement  shall bind Lender
unless in writing and signed by an authorized officer of Lender. The enumeration
in this  Agreement  of  Lender's  rights  and  remedies  is not  intended  to be
exclusive,  and such  rights and  remedies  are in addition to and not by way of
limitation of any other rights or remedies that Lender may have under any of the
other Loan Documents,  the Uniform  Commercial Code or other  Applicable Law. No
course of dealing and no delay or failure of Lender to exercise any right, power

                                       39
<PAGE>

or  privilege  under any of the Loan  Documents  will affect any other or future
exercise of such right, power or privilege. The exercise of any one right, power
or privilege  shall not preclude the exercise of any others,  all of which shall
be cumulative.

         11.4 Assignment and Participation.  Borrower may not assign or transfer
any of their rights or delegate any of its  obligations  under this Agreement or
any of the other Loan Documents. Lender shall have the right, from time to time,
without  notice to Borrower,  to sell,  assign or otherwise  transfer all or any
part of its interest in this Agreement,  the other Loan Documents, and the Loans
to any other  party,  or enter into  participation  arrangements  with any other
party.   Borrower  authorizes  Lender  to  deliver  to  potential  assignees  or
participants   Borrower's  financial   information  and  all  other  information
delivered  to  Lender  in  furtherance  of or  pursuant  to the  terms  of  this
Agreement.

         11.5  Delegation of Duties.  Lender may execute any of its duties under
this  Agreement or the other Loan  Document by or through  agents,  employees or
attorneys-in-fact.  Lender  shall  not be  responsible  for  the  negligence  or
misconduct of any agent or  attorney-in-fact  selected by Lender as long as such
selection was made without gross negligence or willful misconduct.

11.6 Notices. Except as otherwise provided herein, whenever any notice, demand,
request or other communication shall or may be given to or served upon any party
by any other party, or whenever any party desires to give or serve upon any
other party any communication with respect to this Agreement, each such
communication shall be in writing and shall be deemed to have been validly
served, given or delivered (a) upon the earlier of actual receipt and five (5)
Business Days after deposit in the United States Mail, registered or certified
mail, return receipt requested, with proper postage prepaid, (b) upon
transmission, when sent by telecopy or other similar facsimile transmission
(with such telecopy or facsimile promptly confirmed by delivery of a copy by
personal delivery or United States Mail as otherwise provided in this Section
11.6), (c) one (1) Business Day after deposit with a reputable overnight courier
with all charges prepaid or (d) when hand-delivered, all of which shall be
addressed to the party to be notified and sent to the address or facsimile
number indicated in the signature page to this Agreement or to such other
address (or facsimile number) as may be substituted by notice given as herein
provided.

         11.7 Expenses. Borrower agrees to pay, and to hold Lender harmless from
and against, all reasonable out-of-pocket expenses incurred by Lender (including
attorneys'  fees and allocated  costs of staff  counsel) in connection  with any
amendments,  waivers or consents  relating to this Agreement or any of the other
Loan Documents.  Borrower further agrees to pay any reasonable  fees,  costs, or
expenses  incurred by Lender arising in connection with Lender's  enforcement or
preservation  of its rights under this Agreement or any other Loan Document,  or
in the collection of any of the Loans, including without limitation,  attorneys'
fees (including allocated costs of staff counsel), expert fees, and legal costs.

         11.8  Assignment of Receivables  and  Inventory.  This Agreement may be
supplemented  by separate  assignments of Receivables and Inventory and, if such
assignments are executed, the rights and interests given by Borrower pursuant to
such  assignments  shall be in addition to, and not in limitation of, the rights
and security  interests given by Borrower under this Agreement.  Lender will not
be responsible for the safekeeping of any Inventory delivered to Lender, for the
collection  of proceeds  of any of the  Collateral,  or for losses of  collected
proceeds held by Borrower in trust for Lender.

                                       40
<PAGE>

         11.9 Binding Effect;  Severability.  This Agreement shall not be deemed
to create any right in any party  except as  provided  herein and shall inure to
the benefit of, and be binding upon,  the successors and assigns of Borrower and
Lender.  All of  Borrower's  obligations  under this  Agreement are absolute and
unconditional  and shall not be subject to any offset or  deduction  whatsoever.
The provisions of this Agreement are intended to be severable.  If any provision
of this  Agreement is held invalid or  unenforceable  in whole or in part,  such
provision   will  be   ineffective   to  the  extent  of  such   invalidity   or
unenforceability  without in any manner effecting the validity or enforceability
of the remaining provisions of this Agreement.

         11.10 Final Agreement.  This Agreement and the other Loan Documents are
intended  by  Borrower  and  Lender to be the  final,  complete,  and  exclusive
expression of the agreement between them. This Agreement  supersedes any and all
prior oral or written  agreements  relating to the  subject  matter  hereof.  No
modification, rescission, waiver, release, or amendment of any provision of this
Agreement  or any  provision of any of the other Loan  Documents  shall be made,
except  by a  written  agreement  signed  by  Borrower,  Guarantor  and  a  duly
authorized officer of Lender.

         11.11  Counterparts.  This  Agreement  may be executed in any number of
counterparts,  and by Lender,  Borrower and Guarantor in separate  counterparts,
each of  which  shall be an  original,  but all of which  shall  taken  together
constitute one and the same agreement.  The parties hereby acknowledge and agree
that facsimile signatures of this Agreement shall have the same force and effect
as original signatures.

         11.12  Captions.  The  captions  contained  in this  Agreement  are for
convenience of reference only, are without substantive meaning and should not be
construed to modify, enlarge, or restrict any provision.

         11.13   Borrower's   Representative.   Borrower   hereby  appoints  and
authorizes Paul Licata to act as its representative and agent hereunder to issue
notices and other communications on its behalf (the "Borrower  Representative").
Notwithstanding  any provision  herein to the  contrary,  Lender agrees that any
notice or other communication  issued by an authorized  representative on behalf
of  Borrower   Representative  shall  be  acknowledged  as  a  notice  or  other
communication  properly  issued by Borrower and that it shall not  recognize any
notice or other communication that was not issued by Borrower  Representative or
his  authorized   representative  as  a  properly  authorized  notice  or  other
communication from Borrower.


                                       41
<PAGE>

         The undersigned,  pursuant to due authority, have caused this Agreement
to be executed as of the date set forth above.

                                          BORROWER:

                                          CIERA NETWORK SYSTEMS, INC.


                                          By:___________________________________
                                          Name: Robert Livingston
                                          Title: President

                                          1250 Wood Branch Park Drive
                                          First Floor
                                          Houston, TX 77079
                                          Facsimile:  (281) 529-4650

        with a copy to:                   Timothy J. Heinrich
                                          BOYAR & MILLER
                                          4265 San Felipe
                                          Suite 1200
                                          Houston, TX  77027
                                          Facsimile:  (713) 552-1758

                                          GUARANTOR:

                                          CCC GLOBALCOM CORPORATION

                                          By: __________________________________
                                          Name:  Paul E. Licata
                                          Title:  President

                                          1250 Wood Branch Park Drive
                                          First Floor
                                          Houston, TX 77079
                                          Facsimile:  (281) 529-4650

        with a copy to:                   Timothy J. Heinrich
                                          BOYAR & MILLER
                                          4265 San Felipe
                                          Suite 1200
                                          Houston, TX  77027
                                          Facsimile:  (713) 552-1758



                                       42
<PAGE>


                                          LENDER:

                                          RFC CAPITAL CORPORATION


                                          By: __________________________________
                                          Name:  ________________
                                          Title:  _________________


        with a copy to:                   Eric W. Anderson, Esq.
                                          PARKER, HUDSON, RAINER & DOBBS LLP
                                          1500 Marquis Two Tower
                                          285 Peachtree Center Ave., N.E.
                                          Atlanta, GA  30303



                                       43
<PAGE>
                                 ACKNOWLEDGMENT

STATE OF                       )
                               )    ss:
COUNTY OF                      )

         Before me, a Notary  Public in and for said  County and State,  on this
day personally appeared  _______________________________,  known to me to be the
person whose name is subscribed to the foregoing  instrument,  who  acknowledged
that he executed  said  instrument  as his or her free and voluntary act and the
free and voluntary act of Borrower.

         Given under my hand and Notarial Seal this _____ day of _________.


                                   ------------------------------------
                                   Notary Public, State of __________

                                   ------------------------------------
                                   Printed, typed or stamped name of Notary
                                   Public

My commission expires:



                                       44
<PAGE>

                                   EXHIBITS
                        (to Loan and Security Agreement)

                                    EXHIBIT A

                                     FORM OF
                           BORROWING BASE CERTIFICATE


See Attached


                                       45
<PAGE>


                                    EXHIBIT B

                             INFORMATION CERTIFICATE


See Attached




                                       46
<PAGE>

                                    SCHEDULES
                        (to Loan and Security Agreement)
                                LIST OF SCHEDULES


     Schedule 5.1(a)       Organization; Qualification

     Schedule 5.1(c)       Borrower Affiliates

     Schedule 5.1(d)       Capitalization

     Schedule 5.1(e)       Business of Borrower

     Schedule 5.2          Compliance

     Schedule 5.3          Litigation

     Schedule 5.4          Taxes and Returns

     Schedule 5.5(a)       Permitted Liens

     Schedule 5.5(b)       Title

     Schedule 5.5(d)       Inventory

     Schedule 5.5(e)       Equipment

     Schedule 5.5(f)       Real Property

     Schedule 5.5(g)       Corporate and Fictitious Names

     Schedule 5.7          Environmental Compliance, Action, Liability

     Schedule 5.8          Proprietary Rights

     Schedule 5.9          Trade Names

     Schedule 5.10         Employee Relations

     Schedule 5.12         Bank Accounts

     Schedule 6.13         Use of Proceeds

     Schedule 7.8(d)       Permitted Indebtedness



                                       47
<PAGE>