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                                 IMPERIAL BANK                     EXHIBIT 10.24
                                   Member FDIC
                           SECURITY AND LOAN AGREEMENT
                              (ACCOUNTS RECEIVABLE)

This Agreement is entered into between  XCEL ARNOLD CIRCUITS, INC.,
a Corporation

(herein called "Borrower") and IMPERIAL BANK (herein called "Bank").

1.   Bank hereby commits, subject to all the terms and conditions of this
     Agreement and prior to the termination of its commitment as hereinafter
     provided, to make loans to Borrower from time to time in such amounts as
     may be determined by Bank up to, but not exceeding in the aggregate unpaid
     principal balance, the following Borrowing Base:

                          80.000% of Eligible Accounts

     and in no event more than $1,500,000.00

2.   The amount of each loan made by Bank to Borrower hereunder shall be debited
     to the loan ledger account of Borrower maintained by Bank (herein called
     "Loan Account") and Bank shall credit the Loan Account with all loan
     repayments made by Borrower. Borrower promises to pay Bank (a) the unpaid
     balance of Borrower's Loan Account on demand and (b) on or before the tenth
     day of each month, interest on the average daily unpaid balance of the Loan
     Account during the immediately preceding month at the rate of One percent
     (1.000%) per annum in excess of the rate of interest which Bank has
     announced as its prime lending rate ("Prime Rate") which shall vary
     concurrently with any change in such Prime Rate. Interest shall be computed
     at the above rate on the basis of the actual number of days during which
     the principal balance of the loan account is outstanding divided by 360,
     which shall for interest computation purposes be considered one year. Bank
     at its option may demand payment of any or all of the amount due under the
     Loan Account including accrued but unpaid interest at any time. Such notice
     may be given verbally or in writing and should be effective upon receipt by
     Borrower. The amount of interest payable each month by Borrower shall not
     be less than a minimum monthly charge of $250.00. Bank is hereby authorized
     to charge Borrower's deposit account(s) with Bank for all sums due Bank
     under this Agreement.

3.   Requests for loans hereunder shall be in writing duly executed by Borrower
     in a form satisfactory to Bank and shall contain a certification setting
     forth the matters referred to in Section 1, which shall disclose that
     Borrower is entitled to the amount of loan being requested.

4.   As used in this Agreement, the following terms shall have the following
     meanings:

     A.   "Accounts" means any right to payment for goods sold or leased, or to
          be sold or to be leased, or for services rendered or to be rendered no
          matter how evidenced, including accounts receivable, contract rights,
          chattel paper, instruments, purchase orders, notes, drafts,
          acceptances, general intangibles and other forms of obligations and
          receivables.


     B.   "Collateral" means any and all personal property of Borrower which is
          assigned or hereafter is assigned to Bank as security or in which Bank
          now has or hereafter acquires a security interest.

     C.   "Eligible Accounts" means all of Borrower's Accounts excluding,
          however, (1) all Accounts under which payment is not received within
          90 days from any invoice date, (2) all Accounts against which the
          account debtor or any other person obligated to make payment thereon
          asserts any defense, offset, counterclaim or other right to avoid or
          reduce the liability represented by the Account and (3) any Accounts
          if the account debtor or any other person liable in connection
          therewith is insolvent, subject to bankruptcy or receivership
          proceedings or has made an assignment for the benefit of creditors or
          whose credit standing is unacceptable to Bank and Bank has so notified
          Borrower. Eligible Accounts shall only include such accounts as Bank
          in its sole discretion shall determine are eligible from time to time.

5.   Borrower hereby assigns to Bank all Borrower's present and future Accounts,
     including all proceeds due thereunder, all guaranties and security
     therefor, and hereby grants to Bank a continuing security interest in all
     moneys in the Collateral Account referred to in Section 6 hereof, as
     security for any and all obligations of Borrower to Bank, whether now owing
     or hereafter incurred and whether direct, indirect, absolute or contingent.
     So long as Borrower is indebted to Bank or Bank is committed to extend
     credit to Borrower, Borrower will execute and deliver to Bank such
     assignments, including Bank's standard forms of Specific or General
     Assignment covering individual Accounts, notices, financing statements, and
     other documents and papers as Bank may require in order to affirm,
     effectuate or further assure the assignment to Bank of the Collateral or to
     give any third party, including the account debtors obligated on the
     Accounts, notice of Bank's interest in the Collateral.

6.   Until Bank exercises its rights to collect the Accounts pursuant to
     paragraph 10, Borrower will collect with diligence all Borrower's Accounts,
     provided that no legal action shall be maintained thereon or in connection
     therewith without Bank's prior written consent. Any collection of Accounts
     by Borrower, whether in the form of cash, checks, notes, or other
     instruments for the payment of money (properly endorsed or assigned where
     require to enable Bank to collect same), shall be in trust for Bank, and
     Borrower shall keep all such collections separate and apart from all other
     funds and property so as to be capable of identification as the property of
     Bank and deliver said collections daily to Bank in the identical form
     received. The proceeds of such collections when received by Bank may be
     applied by Bank directly to the payment of Borrower's Loan Account or any
     other obligation secured hereby. Any credit given by Bank upon receipt of
     said proceeds shall be conditional credit subject to collection. Returned
     items at Bank's option may be charged to Borrower's general account. All
     collections of the Accounts shall be set forth on an itemized schedule,
     showing the name of the account debtor, the amount of each payment and such
     other information as Bank may request.

7.   Until Bank exercises its rights to collect the Accounts pursuant to
     paragraph 10, Borrower may continue its present policies with respect to
     returned merchandise and adjustments. However, Borrower shall immediately
     notify Bank of all cases involving returns, repossessions, and loss or
     damage of or to merchandise represented by the Accounts and, in any of such
     events, Borrower will immediately pay to Bank from its own funds (and not
     from the proceeds of Accounts or Inventory) for application to Borrower's
     Loan Account or any other obligation secured hereby the amount of any
     credit for such returned or repossessed merchandise and adjustments made to
     any of the Accounts.

8.   Borrower represents and warrants to Bank: (i) If Borrower is a corporation,
     that Borrower is duly organized and existing in the State of its
     incorporation and the execution, delivery and performance hereof are within
     Borrower's corporate powers, have been duly authorized and are not in
     conflict with law or the terms of any charter, by-law or other
     incorporation papers, or of any indenture, agreement or undertaking to
     which Borrower is a party or by which Borrower is found or affected; (ii)
     Borrower is, or at the time the collateral becomes subject to Bank's
     security interest will be, the true and lawful owner of and has, or at the
     time the Collateral becomes subject to Bank's security interest will have,
     good and clear title to the Collateral, subject only to Bank's rights
     therein; (iii) Each Account is, or at the time the Account comes into
     existence will be, a true and correct statement of a bona fide indebtedness
     incurred by the debtor named therein in the amount of the Account for
     either merchandise sold or delivered (or being held subject to Borrower's
     delivery instructions) to, or services rendered, performed and accepted by,
     the account debtor; (iv) That there are or will be no defenses,
     counterclaims, or setoffs which may be asserted against the Accounts; and
     (v) any and all financial information, including information relating to
     the Collateral, submitted by Borrower to Bank, whether previously or in the
     future, is or will be true and correct.

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9.   Borrower will: (i) Furnish Bank from time to time such financial statements
     and information as Bank may reasonably request and inform Bank immediately
     upon the occurrence of a material adverse change therein; (ii) Furnish Bank
     periodically, in such form and detail and at such times as Bank may
     require, statements showing aging and reconciliation of the Accounts and
     collections thereon; (iii) Permit representatives of Bank to inspect the
     Borrower's books and records relating to the Collateral and make extracts
     therefrom at any reasonable time and to arrange for verification of the
     Accounts, under reasonable procedures, acceptable to Bank, directly with
     the account debtors or otherwise at Borrower's expense; (iv) Promptly
     notify Bank of any attachment or other legal process levied against any of
     the Collateral and any information received by Borrower relative to the
     Collateral, including the Accounts, the account debtors or other persons
     obligated in connection therewith, which may in any way affect the value of
     the Collateral or the rights and remedies of Bank in respect thereto; (v)
     Reimburse Bank upon demand for any and all legal costs, including
     reasonable attorney's fees, and other expense incurred in collecting any
     sums payable by Borrower under Borrower's Loan Account or any other
     obligation secured hereby, enforcing any term or provision of this Security
     Agreement or otherwise or in the checking, handling and collection of the
     Collateral and the preparation and enforcement of any agreement relating
     thereto; (vi) Notify Bank of each location and of each office of Borrower
     at which records of Borrower relating to the Accounts are kept; (vii)
     Provide, maintain and deliver to Bank policies insuring the Collateral
     against loss or damage by such risks and in such amounts, forms and
     companies as Bank may require and with loss payable solely to Bank, and, in
     the event Bank takes possession of the Collateral, the insurance policy or
     policies and any unearned or returned premium thereon shall at the option
     of Bank become the sole property of Bank, such policies and the proceeds of
     any other insurance covering or in any way relating to the Collateral,
     whether now in existence or hereafter obtained, being hereby assigned to
     Bank; and (viii) In the event the unpaid balance of Borrower's Loan Account
     shall exceed the maximum amount of outstanding loans to which Borrower is
     entitled under Section 1 hereof, Borrower shall immediately pay to Bank,
     from its own funds and not from the proceeds of Collateral, for credit to
     Borrower's Loan Account the amount of such excess.

10.  Bank may at any time, without prior notice to Borrower, collect the
     Accounts and may give notice of assignment to any and all account debtors,
     and Borrower does hereby make, constitute and appoint Bank its irrevocable,
     true and lawful attorney with power to receive, open and dispose of all
     mail addressed to Borrower, to endorse the name of Borrower upon any checks
     or other evidences of payment that may come into the possession of Bank
     upon the Accounts to endorse the name of the undersigned upon any document
     or instrument relating to the Collateral; in its name or otherwise, to
     demand, sue for, collect and give acquittances for any and all moneys due
     or to become due upon the Accounts; to compromise, prosecute or defend any
     action, claim or proceeding with respect thereto; and to do any and all
     things necessary and proper to carry out the purpose herein contemplated.

11.  Until Borrower's Loan Account and all other obligations secured hereby
     shall have been repaid in full, Borrower shall not sell, dispose of or
     grant a security interest in any of the Collateral other than to Bank, or
     execute any financing statements covering the Collateral in favor of any
     secured party or person other than Bank.

12.  Should: (i) Default be made in the payment of any obligation, or breach be
     made in any warranty, statement, promise, term or condition, contained
     herein or hereby secured; (ii) Any statement or representation made for the
     purpose of obtaining credit hereunder prove false; (iii) Bank deem the
     Collateral inadequate or unsafe or in danger of misuse; (iv) Borrower
     become insolvent or make an assignment for the benefit of creditors; or (v)
     Any proceeding be commended by or against Borrower under any bankruptcy,
     reorganization, arrangement, readjustment of debt or moratorium law or
     statute; then in any such event, Bank may, at its option and without demand
     first made and without notice to Borrower, do any one or more of the
     following: (a) Terminate its obligation to make loans to Borrower as
     provided in Section 1 hereof; (b) Declare all sums secured hereby
     immediately due and payable; (c) Immediately take possession of the
     Collateral wherever it may be found, using all necessary force so to do, or
     require Borrower to assemble the Collateral and make it available to Bank
     at a place designated by Bank which is reasonably convenient to Borrower
     and Bank, and Borrower waives all claims for damages due to or arising from
     or connected with any such taking; (d) Proceed in the foreclosure of Bank's
     security interest and sale of the Collateral in any manner permitted by
     law, or provided for herein; (e) Sell, lease or otherwise dispose of the
     Collateral at public or private sale, with or without having the Collateral
     at the place of sale, and upon terms and in such manner as Bank may
     determine, and Bank may purchase same at any such sale; (f) Retain the
     Collateral in full satisfaction of the obligations secured thereby; (g)
     Exercise any remedies of a secured party under the Uniform Commercial Code.
     Prior to any such disposition, Bank may, at its option, cause any of the
     Collateral to be repaired or reconditioned in such manner and to such
     extent as Bank may deem advisable, and any sums expended therefor by Bank
     shall be repaid by Borrower and secured hereby. Bank shall have the right
     to enforce one or more remedies hereunder successively or concurrently, and
     any such action shall not estop or prevent Bank from pursuing any further
     remedy which it may have hereunder or by law. If a sufficient sum is not
     realized from any such disposition of Collateral to pay all obligations
     secured by this Security Agreement, Borrower hereby promises and agrees to
     pay Bank any deficiency.

13.  If any writ of attachment, garnishment, execution or other legal process be
     issued against any property of Borrower, or if any assessment for taxes
     against Borrower, other than real property, is made by the Federal or State
     government or any department thereof, the obligation of Bank to make loans
     to Borrower as provided in Section 1 hereof shall immediately terminate and
     the unpaid balance of the Loan Account, all other obligations secured
     hereby and all other sums due hereunder shall immediately become due and
     payable without demand, presentment or notice.

14.  Borrower authorizes Bank to destroy all invoices, delivery receipts,
     reports and other types of documents and records submitted to Bank in
     connection with the transactions contemplated herein at any time subsequent
     to four months from the time such items are delivered to Bank.

15.  Nothing herein shall in any way limit the effect of the conditions set
     forth in any other security or other agreement executed by Borrower, but
     each and every condition hereof shall be in addition thereto.

*16.  Additional Provisions: Subject to Credit Agreement of 9/6/95 and any 
                             amendments thereto.  See Addendum attached.



Executed this 17th day of September, 1996


                                        XCEL ARNOLD CIRCUITS, INC.
                                        ------------------------------
                                            (Name of Borrower)



                                        BY:  /s/ Harry K. James, President
                                            --------------------------------
                                            (Authorized Signature and Title)
              IMPERIAL BANK
BY:  /s/ Nunilo Soler, VP               BY:
    -------------------------               ----------------------------------
                      Title                 (Authorized Signature and Title)


*IF NONE, INSERT "NONE"




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Addendum to Security and Loan Agreement dated September 17, 1996.


If any installment payment, interest payment, principal payment or principal
balance payment due hereunder is delinquent ten or more days, Obligor agrees to
pay Bank a late charge in the amount of 5% of the payment so due and unpaid, in
addition to the payment; but nothing in this paragraph is to be construed as any
obligation on the part of the holder of this note to accept payment of any
payment past due or less than the total unpaid principal balance after maturity.

All payments shall be applied first to any late charges owing, then to interest
and the remainder, if any, to principal.


         XCEL ARNOLD CIRCUITS, INC.



         BY:  /s/ Harry K. James
             ----------------------------

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