COMMITMENT LETTER
                              -----------------

March 3O, 2000

Mr. Bernie Herrmann
Director of Finance and Accounting
Exabyte Corporation
1685 38th Street
Boulder, CO 80229

Dear Mr. Herrmann:

     Based on the information that you have supplied to Congress Financial
Corporation (Southwest) ("Lender"), Lender is pleased to confirm its
commitment to provide a secured credit facility (the "Credit Facility") to
Exabyte Corporation (the "Company"), as described below. The Credit Facility
shall be in the maximum amount of $20,000,000, and shall be subject to the
terms and conditions set forth herein and in the Term Sheet (as defined
below). The Credit Facility is to be used to refinance certain existing debt
owed to the Company's existing secured lender, to provide for letters of
credit and to provide future working capital for the Company, as described
below.

     The Credit Facility will be available pursuant to the terms and
conditions of a loan and security agreement and other definitive loan
documentation, incorporating provisions that are customary in similar
financings by Lender or deemed by Lender to be appropriate in the context of
the contemplated transactions, including Lender's customary and appropriate
closing conditions. Certain of those terms and conditions are specified in the
Summary of Principal Terms and Conditions attached to this letter (such
Summary, the "Term Sheet"; and together with this letter, collectively, this
"Commitment Letter").

     Lender may terminate this Commitment Letter if, in Lender's judgment, any
condition to Lender's obligations set forth in this Commitment Letter or in
the proposed definitive documentation is or becomes incapable of satisfaction,
or any material adverse change in the assets, business, financial condition or
prospects of the Company occurs. In addition, if any business or legal issues
arise during the course of documentation or Lender's continuing review of the
transaction, they must be resolved to Lender's satisfaction, or Lender may
terminate this Commitment Letter without liability to you or the Company.

     You will promptly reimburse Lender or pay directly all reasonable legal
and other costs and expenses incurred by Lender in connection with its
continuing review of the transaction and the preparation and negotiation of
this Commitment Letter (including any amendment or modification hereof) and
the loan documentation, including reasonable attorneys' fees and legal
expenses, filing and search charges, documentary stamp and intangibles taxes,
recording taxes and fees and field examination charges and expenses (including
per diem charges of $750 per person per day plus the out-of-pocket expenses
incurred by Lender's examiners in the field and in the office, including
travel, hotel and all other reasonable out-of-pocket expenses), in each case
whether or not the Credit Facility closes. All such charges and expenses shall
be paid to Lender upon its demand, together with such advance funds on account
of such charges and expenses as have been previously deposited with Lender and
as Lender may from time to time request. Lender has the right to apply to such
charges and expenses any sums received by Lender or its affiliates from or on
behalf of you or the Company.

     You will indemnify and hold Lender and its officers, directors, agents
and affiliates harmless from and against any loss, claim, liability or
expense, including, but not limited to, reasonable attorneys' fees and legal
expenses, incurred by any of them in connection with, arising out of, or in
any way related to this Commitment Letter or any of the transactions
contemplated hereby. Lender will not, in any case, be liable for any special,
indirect or consequential damages in respect of any breach or alleged breach
of any obligations of Lender arising under this Commitment Letter.

     This Commitment Letter contains Lender's entire commitment for this
transaction, and, upon acceptance by you, supersedes all prior proposals,
negotiations, discussions and correspondence from or with Lender or its
affiliates, including the proposal letter from Lender to you dated March 1,
2000, except for the provisions of paragraph 8 thereof, which paragraph shall
remain in full force and effect. This Commitment Letter may not be
contradicted by evidence of any alleged oral agreement.

NOTICE UNDER SECTION 26.02 OF TEXAS BUSINESS AND COMMERCE CODE:
--------------------------------------------------------------

     THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     This Commitment Letter is for your sole benefit and may not be relied on
by any third party. This Commitment Letter shall not be assigned by you
without the prior written consent of Lender, and may not be amended, nor may
any provision of this Commitment Letter be waived or modified, except in
writing signed by the party against whom such amendment, waiver or
modification is sought to be enforced. This Commitment Letter shall be
governed by and construed in accordance with the internal laws of the State
of Texas, without regard to principles of conflicts of law.

     This Commitment Letter will be of no force and effect unless a
counterpart hereof is accepted and agreed to by you and, as so accepted and
agreed to, received by Lender, together with payment to Lender of its entire
$150,000 Commitment Fee (as defined in the Term Sheet) in immediately
available funds, all by the close of business in Dallas, Texas, on April 6,
2000. The commitment of Lender under this Commitment Letter, if timely
accepted and agreed to by you, accompanied by payment of the Commitment Fees
will terminate as of the close of business on April 22, 2000, if the Loan
Documentation (as defined in the Term Sheet) is not executed and all
conditions precedent to the initial borrowing under the Credit Facility have
not been satisfied on or prior to such date. All your indemnification and
other obligations hereunder shall survive any such termination. Following any
termination hereof, the Credit Facility will require reapproval by Lender's
credit committee even if Lender continues to work on the transaction. Such
reapproval, if obtained, may result in different terms or conditions, or
Lender may determine not to consummate the transaction, without liability to
you or the Company.

     EACH OF LENDER AND YOU WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR 1N ANY WAY RELATING TO THIS COMMITMENT LETTER OR
THE TRANSACTIONS REFERRED TO 1N THIS COMMITMENT LETTER.

     If you accept and agree to the foregoing, please so indicate by executing
one counterpart of this letter and returning it to Lender, together with
payment of Lender's Commitment Fee. Such Commitment Fee shall be sent by
Federal funds wire transfer to Lender's account as listed on the attachment to
this Commitment Letter.

     We look forward to working with you to complete this transaction.

Very truly yours,
CONGRESS FINANCIAL CORPORATION
(SOUTHWEST)
By:  -------------------------
Title:  ----------------------

ACCEPTED AND AGREED THIS 4th DAY
OF April, 2000:
EXABYTE CORPORATION
By:  -------------------------
Title:  ----------------------







                                 EXHIBIT A
                                 ---------

                SUMMARY OF PRINCIPAL TERMS AND CONDITIONS
                -----------------------------------------

BORROWER:               Exabyte Corporation and its subsidiaries as determined
--------                by Lender.

LENDER:                 CONGRESS FINANCIAL CORPORATION (SOUTHWEST)
------

     Each term used but not defined in this Exhibit A shall have the meaning
assigned to such term in the letter to which this Exhibit A is attached.

I. REVOLVING CREDIT:

     A. AMOUNT. Revolving loans ("Revolving Loans") to be provided by Lender
of up to $20,000,000 (the "Maximum Credit"), available based upon the lending
formulas and subject to the sublimits and other terms described below.

     B. DOMESTIC ACCOUNTS LENDING FORMULA: Revolving Loans of up to eighty
percent (80%) of the net amount of eligible accounts receivable of Borrower;
provided, however, that in no event will such Revolving Loans at any time
exceed an amount equal to Borrower's trailing two (2) months' collections.
Eligible accounts receivable and the net amounts thereof will be determined by
Lender pursuant to general criteria which will be set forth in the Loan
Documentation (as defined below). Generally, eligible accounts receivable will
exclude accounts which are unpaid more than ninety (90) days past the original
invoice date or more than sixty (60) days past the original due date, accounts
owed by an account debtor which has more than fifty percent (50%) of the
aggregate amount thereof unpaid more than ninety (90) days past the original
invoice date or more than sixty (60) days past the original due date, accounts
owed by an account debtor whose accounts equal or exceed twenty-five percent
(25%) of all otherwise eligible accounts of Borrower, accounts receivable of
the United States or any agency or department thereof for which the applicable
Borrower has not complied with the Federal Assignment of Claims Act, foreign
accounts receivable (other than to the extent eligible pursuant to paragraphs
I.C and I.D hereof), contra accounts, poor credits, employee or affiliate
accounts receivable, unbilled accounts receivable, and those other accounts
which do not constitute collateral acceptable for lending purposes pursuant to
criteria established by Lender.

     C. FOREIGN ACCOUNTS LENDING FORMULA. Revolving loans of up to the lesser
of $2,000,000 or eighty percent (80%) of the net amount of accounts receivable
of Borrower owing by specified foreign account debtors approved by Lender.
Eligible foreign accounts receivables and the net amounts thereof will be
determined by Lender pursuant to general criteria which will be set forth in
the Loan Documentation. Generally, eligible foreign accounts receivable will
exclude accounts that are not billed from the United States, are not payable
in U.S. dollars only, or fail to meet the other eligibility criteria
applicable to non-foreign accounts of Borrower.

     D. U.K. SUBSIDIARY ACCOUNTS LENDING FORMULA. Revolving Loans of up to the
lesser of $3,000,000 or eighty percent (80%) of the net amount of eligible
accounts receivable of a wholly-owned subsidiary of Borrower organized under
the laws of the United Kingdom approved by Lender (the "U.K. Subsidiary"),
provided that the U.K. Subsidiary shall have become a co-borrower or guarantor
under the Credit Facility, and shall have granted Lender a lien on its assets
(all on items and conditions, and pursuant to documents in form and substance
acceptable to Lender). Eligible accounts receivable of the U.K. Subsidiary and
the net amounts thereof will be determined by Lender pursuant to general
criteria which will be set forth in the Loan Documentation. Generally,
eligible accounts receivable of the U.K. Subsidiary will exclude accounts that
fail to meet the other eligibility criteria applicable to accounts receivable
of Borrower.

     E. LETTERS OF CREDIT.

        1. Amount: Standby letters of credit arranged through Lender ("LCs")
of up to an aggregate amount at any time outstanding of $4,000,000, included
within the overall revolving credit.

        2. LC Reserves Against Availability: A reserve against the Revolving
Loans available under the lending formulas (subject to applicable sublimits)
equal to one hundred percent (100%) percent of the amount of such LCs.

        3. Letter of Credit Fees: Lender shall receive a letter of credit fee
calculated at the rate of one and one-half percent (1.50%) per annum on the
daily outstanding balance of the LCs, payable monthly in arrears. All
applicable bank and opening charges shall be in addition to Lender's fees and
charged to Borrower's loan account(s).

     F. AVAILABILITY RESERVES, LENDING FORMULAS. Lender will have a continuing
right to reserve against the loan availability under the lending formulas set
forth above (i) to reflect events, conditions, contingencies or risks which,
as determined by Lender in good faith, do or may affect either the Collateral
or its value, or the assets or business of Borrower or the U.K. Subsidiary, or
Lender's security interests, liens and other rights in the Collateral
(including the enforceability, perfection and priority thereof), or (ii) to
reflect Lender's good faith belief that any Collateral report or financial
information furnished by or on behalf of Borrower or the U.K. Subsidiary to
Lender is or may have been incomplete, inaccurate or misleading in any
material respect, (iii) in respect of any state of facts which Lender
determines in good faith constitutes an event of default under the Loan
Documentation or may, with notice or passage of time or both, constitute such
an event of default, or (iv) to reflect reserves for LCs. Without limiting the
foregoing, Lender shall establish on the closing date reserves to reflect the
tax and accounts payable liabilities of the U.K. Subsidiary, to reflect
dilution of accounts receivable in excess of five percent (5%) and a permanent
availability reserve in the amount of $1,500,000. Lender may from time to time
reduce the lending formula(s) applicable to eligible accounts based on
Lender's good faith determination that, and to the proportionate extent that,
dilution has increased or the general creditworthiness of account debtors has
declined.

II. COLLATERAL: First priority perfected security interests in and liens upon
all of Borrower's present and future assets and properties including accounts,
contract rights, general intangibles (including, without limitation,
trademarks, service marks, tradenames, patents and licenses thereof), chattel
paper, documents, instruments, inventory, the capital stock of the U.K.
Subsidiary, products and proceeds thereof (the "Collateral").

III. USE OF PROCEEDS: All Revolving Loans, LCs and other credit accommodations
(if any) provided to Borrower shall be used exclusively for (i) the
satisfaction and termination of the existing credit facility provided to the
Borrower by Bank One, including arrangements acceptable to Lender for the
replacement of standby letters of credit outstanding under the Bank One credit
facility, (ii) expenses of the transaction, and (iii) the future working
capital of the Borrower.

IV. INTEREST RATES:

     A. The interest rate on the Revolving Loans shall be (i) one-half of one
percent (.50%) in excess of the prime rate per annum announced from time to
time by First Union National Bank as its "prime rate" (the "Prime Rate"), and
shall increase or decrease by an amount equal to each increase or decrease in
such Prime Rate, effective as of the first day of the month after any such
change occurs, or (ii) a rate of two and one-half percent (2.50%) per annum in
excess of the "Adjusted Eurodollar Rate", if the applicability of such rate is
elected by Borrower, subject to Lender's customary terms applicable to
Eurodollar rate based loans, provided that, in the event that Excess
Availability as determined by Lender under (and as defined) in the Loan
Documentation, at any time falls below $7,500,000, the interest rate
applicable to the Revolving Loans shall increase by one-quarter percent (.25%)
per annum. The Adjusted Eurodollar Rate will be calculated based on the
average of rates of interest per annum at which First Union National Bank is
offered deposits of U.S. dollars in the London interbank market for the
applicable period of one, two or three months elected by Borrower, adjusted by
the reserve percentage prescribed by governmental authorities, as determined
by Lender. Eurodollar rate based loans shall not exceed eighty percent (80%)
of Revolving Loans outstanding.

     B. All interest will be computed on the basis of actual days elapsed over
a three hundred sixty (360) day year, will be payable monthly to Lender and
may be charged by Lender to the Revolving Loan account(s) of Borrower.
Collections in respect of the accounts of Borrower will be credited to the
Revolving Loan account(s) of Borrower on a daily basis, allowing one (1)
business day after Lender's receipt of a wire transfer(s) of federal funds to
Lender's payment account designated for such purpose, unless Lender waives
such one (1) business day requirement upon, among other things, Borrower
maintaining Excess Availability of at least $7,500,000 and available,
unencumbered cash in excess of $10,000,000 and no event of default having
occurred under the Loan Documentation.

V. DEFAULT RATES: While an event of default is continuing under the Loan
Documentation or any termination or non-renewal of the Credit Facility, the
applicable rates of interest and fees in respect of LCs, shall be increased by
two percent (2%) per annum above the pre-default rates. Such increased rates
shall also be applicable to Revolving Loans and LCs outstanding in excess of
the lending formula availability or any applicable limits or sublimits,
whether or not such excess(es) are permitted by Lender at any time.

VI. TERM: The Credit Facility shall be for an initial term of three (3) years
from the date of closing. Thereafter, the Credit Facility shall be subject to
successive one (1) year automatic renewals, unless notice of non-renewal is
timely given as provided in the Loan Documentation.

VII. FEES: All fees listed below are in addition to interest, letter of credit
fees and other charges and expenses provided for herein and may, in the case
of such amounts payable to Lender, at Lender's option, be charged directly to
the Revolving Loan account(s) of Borrower:

     A. CCMMITMENT FEES. Lender shall receive a commitment fee of $150,000
upon your acceptance of this Commitment Letter (the "Commitment Fee"), which
is fully earned upon your acceptance of this Commitment Letter and is non-
refundable.

     B. SERVICING FEE. Lender shall receive a servicing fee of $2,000 per
month (or part thereof), earned and payable monthly, in advance, commencing on
the date of closing.

     C. UNUSED LINE FEE. Lender shall receive an unused line fee, payable
monthly during the term of the Credit Facility, calculated at the rate of
three eighths of one percent (.375%) per annum upon the amount (if any) by
which $16,000,000 exceeds the average daily aggregate principal balance of the
Revolving Loans, LCs outstanding under the Credit Facility during the prior
month (or part thereof).

     D. EARLY TERMINATION FEE. If the Credit Facility is terminated, for any
reason, prior to the end of the then current term, Lender shall receive an
early termination fee as follows:

        1. One and one-quarter percent (1.25%) of the Maximum Credit, if
terminated on or prior to the first anniversary of the date of closing;

        2. Three-quarters percent (.75%) of the Maximum Credit, if terminated
after the first anniversary and on or prior to the second anniversary of the
date of closing; and

        3. One-quarter percent (.25%) of the Maximum Credit, if terminated
after the second anniversary and prior to the end of the then current term.

Lender agrees to waive the early termination fee otherwise applicable if,
prior to a default that has not been previously cured or waived, the Credit
Facility is terminated and all obligations to Lender are satisfied with the
proceeds of, and contemporaneously with the closing of, either (i) a credit
facility led or provided solely by First Union National Bank, or (ii) the sale
of equity interests in, or subordinate debt obligations of, Borrower.

VIII. EXPENSES: In addition to fees and expenses payable under this Commitment
Letter, the Borrower will, from and after closing, pay all of the reasonable
out-of-pocket expenses and customary administrative charges incurred from time
to time by Lender during the course of the financing arrangements, including,
without limitation, reasonable out-of-pocket expenses for recurring field
examinations, and, in addition, per diem field examination charges at the rate
of $750 per person per day), and reasonable attorneys' fees and legal
expenses, filing fees, title insurance premiums, documentary stamp and
intangibles taxes, recording taxes and fees, search fees and appraisal fees,
provided that Borrower shall not be obligated to pay fees of Lender's counsel
associated with the initial Loan Documentation and the closing of this
transaction between Borrower and Lender in excess of $25,000.

IX. LOAN DOCUMENTATION:

     A. DOCUMENTS. Definitive loan documentation, (the "Loan Documentation"),
including, without limitation a loan and security agreement, supplemental
security agreements, a stock pledge agreement, lien waivers and access
agreements in Lender's favor and required in good faith by Lender from
mortgagees, landlords, warehousemen, repairmen and customers who have
possession of or on whose property any Collateral is located, and other third
party waivers and access agreements in Lender's favor (or in lieu of such lien
waivers and access agreements, availability reserves established in good faith
by Lender), UCC financing statements and related documentation, legal opinions
from Borrower's counsel. All of the Loan Documentation shall be prepared or
approved by Lender's counsel incorporating Lender's customary terms and
provisions, including, without limitation, the absence of any default or
incipient default as a condition of all loans and advances, and the right to
establish reserves against the loan availability under the lending formulas
set forth above, and such other provisions as Lender may require as to its
Loan Documentation in the context of the transactions contemplated hereby. The
Loan Documentation will also provide that Lender may syndicate and/or sell
participations in the Credit Facility.

     B. REPRESENTATIONS AND WARRANTIES. To include, but not be limited to:
representations and warranties concerning the Collateral; corporate existence
and good standing, power and authority; accuracy of financial information;
absence of material adverse changes; locations of chief executive offices and
Collateral; priority of Lender's security interests and liens, ownership of
properties, and absence of other liens; filing of tax returns and payment of
taxes; absence of material litigation or investigations; compliance under and
non-contravention with other agreements and applicable law, regulation, etc.;
identification of bank accounts; environmental matters; employee benefit
matters; accuracy and completeness of information furnished to Lender;
survival and continuing nature of representations and warranties.

     C. AFFIRMATIVE COVENANTS. To include, but not be limited to: maintenance
of corporate existence and rights; requirements for new locations; compliance
with laws (including environmental and employee benefit laws); performance of
obligations; maintenance of property in good repair; maintenance of
appropriate and insurance deemed adequate by Lender; Lender's rights to
inspect books and properties; payment of taxes and claims; delivery of
financial statements, financial projections and other information; Collateral
reporting; end further assurances.

     D. NEGATIVE COVENANTS. To include, but not be limited to, prohibitions or
limitations on: dividends; redemptions and repurchases of capital stock;
capital leases) and guarantees; operating leases; repurchases or prepayment of
debt; creation or suffering of liens (including, without limitation, a
prohibition of liens on property of Borrower, other than (i) the liens granted
in favor of Lender and (ii) existing and permitted future purchase money liens
on, and capital leases of, equipment; loans, investments and acquisitions;
affiliate transactions; asset sales, mergers and consolidations; opening new
bank accounts.

     E. FINANCIAL COVENANT. A Minimum Tangible Net Worth covenant will be
included in the Loan Documentation, in amounts determined by Lender consistent
with the projections delivered to Lender prior to the date of this Commitment
Letter. The amounts measured by such covenant shall, unless - otherwise
provided below, be calculated according to definitions and shall be required
to be satisfied at the times and/or for the periods to be set forth in the
Loan Documentation.

     F. EVENTS OF DEFAULT. To include, but not be limited to: payment and
performance defaults under any of the Loan Documentation, cross-defaults with
other indebtedness and other material agreements and documents, breach of
representations and warranties, insolvency, voluntary and involuntary
bankruptcy, judgments and attachments, revocation of any guaranty,
dissolution, change in control, and any material adverse change in Borrower's
business, assets or prospects.

     G. WAIVERS. To include, but not be limited to: A WAIVER BY EACH OF LENDER
AND BORROWER OF ITS RIGHTS TO JURY TRIAL; a waiver by Borrower of claims for
special, indirect or consequential damages in respect any breach or alleged
breach by Lender under any of its Loan Documents.

X. CONDITIONS PRECEDENT: Those conditions precedent customarily required by
Lender in similar financings and any additional conditions precedent deemed
appropriate by Lender in good faith in the context of this transaction
including, without limitation, the following:

     A. Execution and delivery of the Loan Documentation, in form and
substance satisfactory to Lender.

     B. Lender shall hold perfected, security interests in and liens upon the
Collateral having the priority set  forth above, free and clear of all other
liens, claims and encumbrances. All UCC financing statements and other
perfection instruments relating to the Collateral shall have been duly
prefiled against Borrower before closing, and Lender shall have received UCC
and other lien search results from the - various jurisdictions showing the
financing statements and other perfection instruments in favor of Lender filed
of record prior to closing. Borrower shall have pledged to Lender certificates
evidencing its shares of the capital stock of the U.K. Subsidiary, along with
appropriate stock certificates, executed in blank.

     C. Termination of Borrower's existing credit facility with Bank One, and
the release of all security interests and liens held by such lender in any
assets and properties of Borrower.

     D. The Excess Availability determined by Lender under (and as defined in)
the Loan Documentation as at the closing of the Credit Facility, subject to
applicable sublimits and reserves, shall be not less than $7,500,000 after the
payment of or provision for costs, fees and expenses of the transaction
(including in connection with the Credit Facility), and after giving effect to
the initial loans and LCs under the Credit Facility as provided herein, and
provided the accounts payable of Borrower are then in a condition acceptable
to Lender.

     E. There shall exist no event of default or incipient default under any
of the Loan Documentation F. Lender and its counsel will have had the
opportunity to conduct customary legal due diligence (all of which shall be
satisfactory to Lender and its counsel). Without limiting the foregoing Lender
and its counsel shall be satisfied with the structure of the Credit Facility.

     F. Lender and its counsel will have had the opportunity to conduct
customary legal due diligence (all of which shall be satisfactory to Lender
and its counsel).  Without limiting the foregoing Lender and its counsel shall
be satisfied with the structure of the Credit Facility.

     G. Lender shall have received current accounts receivable agings,
perpetual inventory records and/or roll-forwards of accounts and inventory
through the date of closing, together with supporting documentation, and other
documents and information that will enable Lender to accurately identify and
verify the eligible accounts of the Borrower, all of the foregoing to be
delivered at or before closing in a manner satisfactory to Lender.

     H. Delivery to Lender of evidence of insurance coverage deemed adequate
by Lender, including lender's loss payee endorsements in Lender's favor, as
their interests may appear, as to, casualty and, if carried, business
interruption insurance and endorsements naming Lender as additional insured as
to liability insurance.

     I. No material adverse change in the business operations or prospects of
Borrower or in the assets of Borrower shall have occurred since the date of
Lender's most recent field examination(s) conducted prior to the date of this
Commitment Letter. Lender may conduct additional or updated field
examinations, at Borrower's expense, prior to closing and/or commencing
financing, the results of which must be satisfactory to Lender. Without
limiting the generality of the foregoing (i) no material investigation,
litigation, bankruptcy or other proceedings shall be pending or threatened
against Borrower as of the closing, and (ii) the Collateral shall not have
materially declined in value from the values set forth in any of the
appraisals or field examination(s) completed prior to the date of this
Commitment Letter.

     J. Lender shall have received, in form and substance satisfactory to
Lender, an agreement (a "Blocked Account Agreement") with each of the
depository banks at which bank accounts and/or lockboxes are maintained for
receipt of the proceeds of accounts or other Collateral, providing that all
remittances and amounts received in the lockboxes and/or bank accounts are the
property of Lender and collected funds thereon shall be sent by federal funds
wire transfer on a daily basis to Lender's bank account designated for such
purposes (unless Lender has waived such requirement upon, among other things,
Borrower maintaining Excess Availability of at least $7,500,000 and available,
unencumbered cash in excess of $10,000,000, and no Event of Default having
occurred under the Loan Documentation) and that the depository bank has no
lien on or right of setoff against such remittances or amounts on deposit or
held in such bank accounts and shall only follow the instructions of Lender
with respect to such remittances and amounts on deposit.

     K. With respect to U. K. Subsidiary Accounts, Lender shall have completed
its field examinations, credit investigations and analysis and review of
certain other information all with results satisfactory to Lender.

     L. With respect to the initial advance under the Credit Facility, Lender
shall have received, three (3) days' prior written notice.

XI. INDEMNITY: Borrower shall indemnify and hold harmless Lender and its
directors, officers, agents, and employees from and against all losses,
claims, damages, expenses, or liabilities including, but not limited to, legal
or other expenses incurred in connection with investigating, preparing to
defend, or defending any such loss, claim, damage, expenses or liability,
incurred in respect of the Credit Facility or the relationship between Lender
and Borrower.

XII. GOVERNING LAW: The Loan Documentation and the Credit Facility shall be
governed by Texas law, without regard to principles of conflicts of law.

XIII. CONSENT TO JURISDICTION: As to the Loan Documentation and the Credit
Facility, Texas courts.

* * *

Note: This Summary of Principal Terms and Conditions is not meant to be, nor
shall it be construed as an attempt to describe the specific phrasing of
documentation clauses. Rather, it is intended only to outline the principal
terms to be included in the Loan Documentation.