- -



               __________________________________________________

                           OPEN PLAN SYSTEMS, INC. and
                       IMMACULATE EAGLE, INC. d/b/a TOTAL
                              FACILITIES MANAGEMENT
               __________________________________________________





               __________________________________________________
               __________________________________________________


                           LOAN AND SECURITY AGREEMENT

                            Dated: December ___, 1998



               __________________________________________________
               __________________________________________________


               __________________________________________________

                                FLEET BANK, N.A.
               __________________________________________________

<PAGE>

                                      -ii-

                                TABLE OF CONTENTS

<TABLE>
<S>      <C>      <C>                                                                                          <C>    
                                                                                                               Page

SECTION 1.        CREDIT  FACILITY..............................................................................-1-
         1.1      Revolving Credit Loans........................................................................-1-
         1.2      Use of Proceeds...............................................................................-1-
         1.3      Letters of Credit.............................................................................-1-

SECTION 2.        INTEREST, FEES AND CHARGES....................................................................-2-
         2.1      Interest......................................................................................-2-
         2.2      Computation of Interest and Fees..............................................................-4-
         2.3      Facility Fee..................................................................................-4-
         2.4      Letter of Credit Fees.........................................................................-4-
         2.5      Unused Line Fee...............................................................................-4-
         2.6      Late Fees.....................................................................................-5-
         2.7      Field Examination, Audit and Appraisal Fees...................................................-5-
         2.8      Reimbursement of Expenses.....................................................................-5-
         2.9      Bank Charges..................................................................................-5-
         2.10     Indemnity re: LIBOR...........................................................................-6-

SECTION 3.        LOAN ADMINISTRATION...........................................................................-6-
         3.1      Manner of Borrowing Revolving Credit Loans....................................................-6-
         3.2      Payments......................................................................................-7-
         3.3      Mandatory and Permissive Prepayments..........................................................-8-
         3.4      Application of Payments and Collections.......................................................-8-
         3.5      All Loans to Constitute One Obligation........................................................-8-
         3.6      Loan Account..................................................................................-8-
         3.7      Statements of Account.........................................................................-9-

SECTION 4.        TERM AND TERMINATION..........................................................................-9-
         4.1      Term of Agreement.............................................................................-9-
         4.2      Termination...................................................................................-9-

SECTION 5.        SECURITY INTERESTS...........................................................................-10-
         5.1      Security Interest in Collateral..............................................................-10-
         5.2      Lien Perfection; Further Assurances..........................................................-11-

SECTION 6.        COLLATERAL ADMINISTRATION....................................................................-11-
         6.1      General......................................................................................-11-
         6.2      Administration of Accounts...................................................................-12-
         6.3      Administration of Inventory..................................................................-14-
         6.4      Administration of Equipment..................................................................-14-
         6.5      Payment of Charges...........................................................................-15-

SECTION 7.        REPRESENTATIONS AND WARRANTIES...............................................................-15-
         7.1      General Representations and Warranties.......................................................-15-
         7.2      Continuous Nature of Representations and Warranties..........................................-21-
         7.3      Survival of Representations and Warranties...................................................-21-

SECTION 8.        COVENANTS AND CONTINUING AGREEMENTS..........................................................-21-
         8.1      Affirmative Covenants........................................................................-21-
         8.2      Negative Covenants...........................................................................-24-
         8.3      Specific Financial Covenants.................................................................-26-

SECTION 9.        CONDITIONS  PRECEDENT........................................................................-26-
         9.1      Documentation................................................................................-27-
         9.2      No Default...................................................................................-28-
         9.3      Other Loan Documents.........................................................................-28-
         9.4      No Litigation................................................................................-28-

SECTION 10.   EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT................................................-29-
         10.1     Events of Default............................................................................-29-
         10.2     Acceleration of the Obligations..............................................................-31-
         10.3     Other Remedies...............................................................................-31-
         10.4     Remedies Cumulative; No Waiver...............................................................-32-

SECTION 11.   MISCELLANEOUS....................................................................................-32-
         11.1     Power of Attorney............................................................................-32-
         11.2     Indemnity....................................................................................-33-
         11.3     Modification of Agreement; Sale of Interest..................................................-34-
         11.4     Severability.................................................................................-34-
         11.5     Successors and Assigns.......................................................................-34-
         11.6     Cumulative Effect; Conflict of Terms.........................................................-34-
         11.7     Execution in Counterparts....................................................................-34-
         11.8     Notice.......................................................................................-35-
         11.9     Lender's Consent.............................................................................-35-
         11.10    Credit Inquiries.............................................................................-36-
         11.11  Time of Essence................................................................................-36-
         11.12  Entire Agreement...............................................................................-36-
         11.13  Interpretation.................................................................................-36-
         11.14  GOVERNING LAW; CONSENT TO FORUM................................................................-36-
         11.15  WAIVERS BY BORROWERS...........................................................................-37-

</TABLE>


<PAGE>


                           LOAN AND SECURITY AGREEMENT


     THIS LOAN AND  SECURITY  AGREEMENT  ("Agreement")  is made this ____ day of
December,  1998, by and between FLEET BANK, N.A.  ("Lender"),  with an office at
1125 Route 22 West (3rd Floor),  Bridgewater, NJ 08807, OPEN PLAN SYSTEMS, INC.,
a Virginia  corporation  ("Open Plan"),  and IMMACULATE  EAGLE, INC. d/b/a TOTAL
FACILITIES  MANAGEMENT,  a Michigan  corporation  ("Immaculate  Eagle")  (each a
"Borrower", and collectively, the "Borrowers"),with their chief executive office
at 4299 Carolina Avenue, Building C, Richmond, VA 23222.

     Capitalized terms used in this Agreement have the meanings assigned to them
in Appendix A, General Definitions.  Accounting terms not otherwise specifically
defined herein shall be construed in accordance with GAAP, consistently applied.

SECTION 1.        CREDIT  FACILITY

     Subject  to  the  terms  and  conditions  of,  and  in  reliance  upon  the
representations  and  warranties  made in,  this  Agreement  and the other  Loan
Documents,  Lender agrees to make a Total Credit Facility of up to $5,000,000.00
available upon Borrowers' request therefor, as follows:

     . Lender may, in its sole discretion, for so long as no Default or Event of
Default exists,  make Revolving  Credit Loans to Borrowers from time to time, as
requested by Borrowers in the manner set forth in subsection 3.1.1 hereof, up to
a maximum  principal amount at any time  outstanding  equal to the lesser of (a)
the Maximum  Revolving  Credit Amount or (b)the  Borrowing Base, which shall be
repayable in  accordance  with the terms of the  Revolving  Credit Note.  If the
unpaid  balance of the  Revolving  Credit Loans  together  with all  outstanding
Letters of Credit,  collectively,  "Outstanding  Debt" and unpaid  reimbursement
obligations  related  thereto  should  exceed  the  Borrowing  Base or any other
limitation set forth in this Agreement, such Outstanding Debt shall nevertheless
constitute  Obligations  that are due and  payable  on  demand,  secured  by the
Collateral and entitled to all benefits thereof. Lender shall have the right, in
its sole and absolute  discretion,  to establish  reserves from time to time, in
such amounts and with  respect to such  matters,  as Lender  deems  necessary or
appropriate, against the Borrowing Base.

     . The  proceeds of the Loans shall be used solely for (i)  satisfaction  of
all of the existing  Indebtedness of Borrowers to the Existing Lenders,  (ii) to
enable  Borrowers to make a payment to a former  shareholder in connection  with
the Acquisition and (iii)Borrowers' working capital needs.
<PAGE>
     . Lender may, in its sole discretion, for so long as no Default or Event of
Default  exists and if requested by  Borrowers,  issue Letters of Credit for the
account of Borrowers  provided that the  aggregate  amount shall not at any time
exceed the limit  established  by Lender from time to time.  No Letter of Credit
may have an  expiration  date that is after the last day of the Original Term or
the then applicable  Renewal Term. Any amounts paid by Lender in connection with
any Letter of Credit shall  automatically  be treated as Revolving Credit Loans,
shall be secured by all of the Collateral and shall bear interest and be payable
at the same rate and in the same manner as Revolving  Credit Loans.  Outstanding
Letters of Credit shall consume Availability under the Borrowing Base by 100% of
the face  amount of all  Standby  Letters  of Credit as if such face  amount (or
portion thereof) were advances under the Revolving Credit.

SECTION 2.        INTEREST, FEES AND CHARGES

 ..1      Interest

     2.1.1    Revolving Credit Interest

     (a) Rate Options.  Except as provided below,  all Loans shall bear interest
at the applicable  Floating Rate. At the time of each Revolving Credit Loan, and
thereafter  from time to time,  Borrowers  shall have the right,  subject to the
terms and  conditions  of this  Agreement,  and  provided no Default or Event of
Default has occurred and is  continuing,  to designate to Lender in writing that
all or a portion of the Revolving Credit Loans shall bear interest at either the
(i) LIBOR Based Rate or (ii)  Floating  Rate.  Interest on each portion  thereof
shall  accrue  and be paid at the  time and rate  applicable  to the  respective
option  selected by  Borrowers or  otherwise  governing  under the terms of this
Agreement.  If for any reason the LIBOR  Based Rate option is  unavailable,  the
Floating  Rate shall  apply.  The rate of interest on Floating  Rate Loans shall
increase or decrease by an amount equal to any increase or decrease in the Prime
Rate  effective as of the opening of business on the day that any such change in
the Prime Rate occurs.

       (i)     LIBOR Rate Option:

     (A)  Requests.  Provided no Default or Event of Default has occurred and is
continuing,  and subject to the  provisions  of this Section  2.1.1  (a)(i),  if
Borrowers  desire to have the LIBOR  Based Rate apply to all or a portion of the
Loans,  Borrowers shall give Lender a written  irrevocable request no later than
11:00 A.M.  Eastern time on the second (2nd) Business Day prior to the requested
borrowing  date  specifying (i) the date the LIBOR Based Rate shall apply (which
shall be a Business Day), (ii) the LIBOR Interest  Period,  and (iii) the amount
to be subject to the LIBOR Based Rate  provided  that each LIBOR Rate Loan shall
be in the minimum amount equal to Five Hundred  Thousand  Dollars  ($500,000.00)
and the total of all LIBOR Rate  Loans  shall not  exceed  Two  Million  Dollars
($2,000,000.00)  at any one time  outstanding.  In no event may  Borrowers  have
outstanding  at any time more than three (3)  different  tranches  of LIBOR Rate
Loans.

<PAGE>
     (B) LIBOR Interest Periods.  LIBOR Rate Loans shall be selected by Borrower
for a LIBOR  Interest  Period  during which the LIBOR Based Rate is  applicable;
provided,  however,  that if the LIBOR Interest  Period would otherwise end on a
day which shall not be a London  Business Day, such LIBOR Interest  Period shall
be extended to the next  preceding or succeeding  London  Business Day as is the
Lender's custom in the market to which such LIBOR Rate Loan relates. All accrued
and unpaid  interest  on a LIBOR Rate Loan shall be paid at the end of the LIBOR
Interest  Period in accordance with Section 3.2.2. No LIBOR Interest Period with
respect to any of the Loans may end after the Maturity  Date.  Subject to all of
the terms and conditions  applicable to a request to convert all or a portion of
the Loans to a LIBOR Rate Loan, Borrowers may extend a LIBOR Rate Loan as of the
last day of the LIBOR  Interest  Period to a new LIBOR Rate Loan.  If  Borrowers
fail to notify Lender of the LIBOR Interest  Period for a subsequent  LIBOR Rate
Loan at least two (2)  Business  Days prior to the last day of the then  current
LIBOR Interest Period of an outstanding  LIBOR Rate Loan, then such  outstanding
LIBOR Rate Loan  shall,  at the end of the  applicable  LIBOR  Interest  Period,
accrue interest at the Floating Rate.

     (C) Adjustments.  The Adjusted LIBOR Rate may be automatically  adjusted by
Lender on a prospective  basis to take into account the  additional or increased
cost of maintaining any necessary reserves for Eurodollar  deposits or increased
costs due to changes  in  applicable  law or  regulation  or the  interpretation
thereof  occurring  subsequent to the  commencement of the then applicable LIBOR
Interest  Period,  including  but not  limited to,  changes in tax laws  (except
changes of general  applicability  in corporate  income tax laws) and changes in
the  reserve  requirements  imposed  by the Board of  Governors  of the  Federal
Reserve System (or any successor or other applicable governing body),  excluding
the Reserve  Percentage and any Reserve which has resulted in a payment pursuant
to Section 2.7 below, that increase the cost to Lender of funding the LIBOR Rate
Loan.  Lender shall promptly give Borrowers  notice of such a determination  and
adjustment, which determination shall be prima facie evidence of the correctness
of the fact and the amount of such adjustment.

     (D) Unavailability. If Borrowers shall have requested the rate based on the
Adjusted LIBOR Rate in accordance with this Section 2.1.1(a)(i) and Lender shall
have determined,  in good faith, that Eurodollar deposits equal to the amount of
the principal of the requested LIBOR Rate Loan and for the LIBOR Interest Period
specified  are  unavailable,  or that the rate based on the Adjusted  LIBOR Rate
will not  adequately  and fairly  reflect  the cost of the  Adjusted  LIBOR Rate
applicable to the specified LIBOR Interest Period,  of making or maintaining the
principal  amount of the  requested  LIBOR Rate Loan  during the LIBOR  Interest
Period  specified,  or that by  reason  of  circumstances  affecting  Eurodollar
markets,  adequate  means do not exist for  ascertaining  the rate  based on the
Adjusted LIBOR Rate  applicable to the specified LIBOR Interest  Period,  Lender
shall  promptly  give notice of such  determination  to Borrowers  that the rate
based on the Adjusted  LIBOR Rate is not  available.  A  determination,  in good
faith,  by Lender  hereunder shall be prima facie evidence of the correctness of
the fact and  amount of such  additional  costs or  unavailability.  Upon such a
determination,  (i) the  obligation to convert to, or maintain a LIBOR Rate Loan
at the rate based on the  Adjusted  LIBOR Rate shall be  suspended  until Lender
shall have notified  Borrowers that such conditions  shall have ceased to exist,
and (ii) the portion of the Loans subject to the request or requested conversion
shall accrue interest at the Floating Rate.

<PAGE>


     2.1.2  Default  Rate of  Interest.  Upon and at all times while an Event of
Default exists,  the principal amount of all Loans shall bear interest at a rate
per annum equal to 4% above the interest rate otherwise  applicable thereto (the
"Default Rate").

     2.1.3 Maximum  Interest.  In no event whatsoever shall the aggregate of all
amounts  deemed  interest  hereunder or under the Notes and charged or collected
pursuant to the terms of this  Agreement  or  pursuant  to the Notes  exceed the
highest rate permissible  under any law which a court of competent  jurisdiction
shall, in a final  determination,  deem applicable  hereto. If any provisions of
this  Agreement  or the Notes  are in  contravention  of any such law,  the rate
hereunder  shall  automatically  be reduced to the  maximum  rate  permitted  by
applicable law, and Lender shall, in its discretion,  to the extent permitted by
applicable  law,  apply  such  excess to the  principal  balance of the Loans or
refund such excess to Borrowers,  and such provisions shall be deemed amended to
conform thereto.

     . Interest and all fees shall be calculated  daily and shall be computed on
the actual number of days elapsed over a year of three hundred sixty (360) days.
For the purpose of computing  interest and fees hereunder,  all items of payment
received  by  Lender  shall be  deemed  applied  by  Lender  on  account  of the
Obligations  (subject  to final  payment  of such  items)  on the  second  (2nd)
Business Day after receipt by Lender of such items in Lender's account, provided
however,  that for the  purposes  of  determining  Availability,  such  items of
payment  received by Lender shall be deemed  applied by Lender on account of the
Obligations on the same day received.

     . Borrowers shall pay to Lender, a facility fee in an amount equal to fifty
thousand dollars ($50,000.00)  ("Facility Fee") which is deemed fully earned and
nonrefundable  on the Closing  Date.  An amount  equal to  twenty-five  thousand
dollars ($25,000.00) shall be due and payable on the first (1st) Business Day of
January,  1999,  and the  balance  of the  Facility  Fee in an  amount  equal to
twenty-five thousand dollars ($25,000.00), shall be payable in thirty (34) equal
monthly  payments  in  advance  on the first  (1st)  Business  Day of the month,
commencing  on  February  1, 1999 and  continuing  on the same day of each month
thereafter until the November 1, 2001.

     . Borrower shall pay to Lender 2.50% per annum of the aggregate face amount
of such Standby Letters of Credit  outstanding from time to time during the term
of this Agreement, plus in each case all normal and customary charges associated
with the issuance  thereof,  which fees and charges shall be deemed fully earned
upon issuance amendment and/or negotiation of each such Letter of Credit,  shall
be due and payable on the first (1st)  Business  Day of each month and shall not
be subject to rebate or proration upon the termination of this Agreement for any
reason.

<PAGE>
     . Borrower  shall,  on a monthly  basis on the first (1st)  Business Day of
each  calendar  month,  pay to Lender an  unused  line fee in the  amount of one
quarter of one percent  (.25%) per annum on the  difference  between the Maximum
Revolving Credit Amount and the amount of the average actual  outstanding  Loans
during the preceding month.

     2.6  Borrowers  shall pay to  Lender a late fee equal to 5% of any  payment
which is not received in full within ten (10) days after it is due.

     . Borrowers shall pay to Lender audit and appraisal fees in accordance with
Lender's  current  schedule of fees in effect from time to time  (currently $750
per examiner per day) in connection with Lender's field examinations, audits and
appraisals of each Borrower's books and records and such other matters as Lender
shall deem appropriate,  plus all  out-of-pocket  expenses incurred by Lender in
connection  with such audits and  appraisals.  Lender does not expect such field
examinations,  audits  and  appraisals  to occur more  frequently  than once per
quarter;  provided that,  Lender shall have the  unconditional  right to conduct
field examinations,  audits and appraisals whenever, in its sole discretion,  it
deems necessary.
 
     . If, at any time or times regardless of whether or not an Event of Default
then exists,  Lender incurs legal or  accounting  expenses or any other costs or
out-of-pocket  expenses in  connection  with (i) the analysis,  negotiation  and
preparation of this Agreement or any of the other Loan Documents, any amendment,
modification,  replacement  or termination of this Agreement or any of the other
Loan Documents;  (ii) the  administration  of this Agreement or any of the other
Loan Documents and the transactions  contemplated  hereby and thereby (including
any  out-of-pocket  expenses  incurred by any relationship  manager or portfolio
manager in connection with their visitation of the Borrowers' facilities); (iii)
any litigation, contest, dispute, suit, proceeding or action (whether instituted
by Lender, Borrowers or any other Person) in any way relating to the Collateral,
this  Agreement or any of the other Loan Documents or Borrowers'  affairs;  (iv)
any  attempt to  enforce  any rights of Lender  against  Borrowers  or any other
Person which may be  obligated  to Lender by virtue of this  Agreement or any of
the other Loan Documents, including, without limitation, the Account Debtors; or
(v) any attempt to inspect, verify, protect,  preserve,  restore, collect, sell,
liquidate or otherwise  dispose of or realize  upon the  Collateral  or protect,
preserve or defend Lender's  rights therein;  then all such legal and accounting
expenses,  other costs and out of pocket  expenses of Lender shall be charged to
Borrowers.  All amounts  chargeable to Borrowers under this Section 2.8 shall be
Obligations  secured  by all of the  Collateral,  shall be  payable on demand to
Lender and shall bear  interest  from the date such demand is made until paid in
full at the Floating Rate  applicable to the Loans from time to time.  Borrowers
shall  also   reimburse   Lender  for   expenses   incurred  by  Lender  in  its
administration  of the  Collateral  to the extent and in the manner  provided in
Section 6 hereof.

<PAGE>
     .  Borrowers  shall pay to Lender,  on demand,  any and all fees,  costs or
expenses which Lender pays to a bank or other similar institution arising out of
or in  connection  with (i) the  forwarding  to Borrowers or any other Person on
behalf of Borrowers,  by Lender of proceeds of Loans made by Lender to Borrowers
pursuant to this  Agreement and (ii) the  depositing for collection by Lender of
any check or item of payment  received or  delivered to Lender on account of the
Obligations.

     . Borrowers  hereby  indemnify  Lender and holds Lender  harmless  from and
against  any and all losses or  expenses  that  Lender may sustain or incur as a
consequence  of any prepayment or any Default by Borrowers in the payment of the
principal  of or  interest  on any LIBOR Rate Loan or failure  by  Borrowers  to
complete a borrowing  of, a prepayment  of or  conversion  of or to a LIBOR Rate
Loan after  notice  thereof  has been  given by  Borrowers,  including  (but not
limited to) any interest payable by Lender to lenders of funds obtained by it in
order to make or maintain its LIBOR Rate Loans hereunder,  and any other loss or
expense  incurred by Lender by reason of the  liquidation  or  re-employment  of
deposits or other funds  acquired by Lender to make,  continue,  convert into or
maintain, a LIBOR Rate Loan.

SECTION 3.        LOAN ADMINISTRATION

     . Borrowings  under the Credit Facility  established  pursuant to Section 1
hereof shall be as follows:

     3.1.1 Loan Requests.  A request for a Revolving  Credit Loan shall be made,
or shall be deemed to be made, by an Authorized Officer in the following manner:
(i) Borrowers may give Lender notice of the intention to borrow, in which notice
Borrowers  shall  specify the amount of the proposed  borrowing and the proposed
borrowing date (which shall be a Business Day), no later than 12:00 P.M. Eastern
time on the proposed borrowing date, provided, however, that no such request may
be made at a time when there  exists a Default or an Event of Default;  and (ii)
the becoming due of any amount  required to be paid under this  Agreement or any
of the Notes,  whether as interest or for any other Obligation,  shall be deemed
irrevocably  to be a request for a Revolving  Credit Loan on the due date in the
amount required to pay such interest or other Obligation. As an accommodation to
Borrowers,  Lender  may  permit  electronic  requests  for Loans and  electronic
transmittal of instructions,  authorizations, agreements or reports to Lender by
Borrowers.  Unless Borrowers specifically direct Lender in writing not to accept
or act upon  electronic  communications  from  Borrowers,  Lender  shall have no
liability to Borrowers for any loss or damage  suffered by Borrowers as a result
of  Lender's   honoring  of  any  requests,   execution  of  any   instructions,
authorizations  or  agreements  or reliance on any  reports  communicated  to it
electronically  and  purporting  to have been sent to  Lender by  Borrowers  and
Lender shall have no duty to verify the origin of any such  communication or the
authority of the person sending it.


<PAGE>

     3.1.2 Disbursement.  Each Borrower hereby irrevocably  authorizes Lender to
disburse  the  proceeds  of each Loan  requested,  or  deemed  to be  requested,
pursuant  to this  subsection  3.1.2 as follows:  (i) the  proceeds of each Loan
requested under subsection 3.1.1(i) shall be disbursed by Lender in lawful money
of the United States of America in immediately  available  funds, in the case of
the initial borrowing,  in accordance with the terms of the written disbursement
letter from  Borrowers,  and in the case of each subsequent  borrowing,  by wire
transfer to such bank account as may be agreed upon by Borrowers and Lender from
time to time or elsewhere if pursuant to a written direction from Borrowers; and
(ii) the proceeds of each Loan requested  under  subsection  3.1.1(ii)  shall be
disbursed by Lender by way of direct  payment of the relevant  interest or other
Obligation.

     3.1.3 Authorization. Each Borrower hereby irrevocably authorizes Lender, in
Lender's sole discretion,  to advance to Borrowers,  and to charge to Borrowers'
Loan Account  hereunder  as a Revolving  Credit Loan  (regardless  of whether an
Overadvance is thereby created) a sum sufficient to pay all interest,  when due,
accrued on the Obligations during the immediately preceding month, all principal
when due,  and all costs,  fees and  expenses at any time owed by  Borrowers  to
Lender hereunder.

     3.1.4 Borrowing Base Certificates.  Borrowers shall give Lender a Borrowing
Base Certificate no less frequently than once per week, or on such more frequent
basis as Lender may request.

     . Except where evidenced by the Note or other instruments issued or made by
Borrowers to Lender  specifically  containing  payment  provisions  which are in
conflict  with this Section 3.2 (in which event the  conflicting  provisions  of
said Note or other instruments shall govern and control),  the Obligations shall
be payable as follows:

     3.2.1 Principal.  Principal payable on account of Loans shall be payable by
Borrowers to Lender  immediately  upon the earliest of (i) the receipt by Lender
or  Borrowers  of any  proceeds of any of the  Collateral  to the extent of said
proceeds under the conditions set forth in Sections 3.3.1 and 6.2.5 below,  (ii)
the  occurrence of an Event of Default in  consequence of which Lender elects to
accelerate the maturity and payment of the Obligations,  or (iii) termination of
this  Agreement  pursuant  to Section 4 hereof;  provided,  however,  that if an
Overadvance  shall exist at any time,  Borrowers  shall, on demand,  immediately
repay the Overadvance.

     3.2.2 Interest.  Interest accrued on the Loans shall be due on the earliest
of (i) the first  calendar  day of each  month  (for the  immediately  preceding
month)  computed  through  the last  calendar  day of the  preceding  month  for
Floating Rate Loans,  (ii) the Business Day immediately  succeeding the last day
of the LIBOR  Interest  Period for LIBOR Rate Loans,  (iii) the occurrence of an
Event of  Default  in  consequence  of which  Lender  elects to  accelerate  the
maturity and payment of the  Obligations  or (iv)  termination of this Agreement
pursuant to Section 4 hereof.

     3.2.3 Costs, Fees and Charges.  Costs, fees and charges payable pursuant to
this  Agreement  shall be payable by Borrowers as and when provided in Section 2
hereof to Lender or to any other Person designated by Lender in writing.

<PAGE>
     3.2.4 Other  Obligations.  The balance of the Obligations (other than those
set forth in this Section 3.2)  requiring  the payment of money shall be payable
by Borrowers to Lender as and when  provided in this  Agreement,  the Note,  the
Other Agreements or the Security Documents, or on demand, whichever is later.

    ..3      Mandatory and Permissive Prepayments

     3.3.1 Proceeds of Sale,  Loss,  Destruction or  Condemnation of Collateral.
Except as provided in  subsection 6.4.2  hereof,  if  Borrowers  sell any of the
Equipment,  Real Property,  or any other Property,  other than inventory sold in
the  ordinary  course  of  business,  or if any of the  Collateral  is  lost  or
destroyed  or taken by  condemnation,  Borrowers  shall  pay to  Lender,  unless
otherwise  agreed by Lender,  as and when received by Borrowers,  or as the case
may be, Lender shall retain and apply as a mandatory prepayment of the Revolving
Credit  Loan,  a sum equal to the  proceeds  (including  insurance  proceeds and
payments)   received  by  Borrowers  from  such  sale,   loss,   destruction  or
condemnation.

     3.3.2 LIBOR Rate  Loans.  No portion of the LIBOR Rate Loans may be prepaid
for any reason during a LIBOR Interest Period unless  Borrowers first satisfy in
full their obligations under Section 2.10 arising from such prepayment.

     .  Subject  to  subsection  2.2 of this  Agreement,  all  items of  payment
received by Lender by 12:00 Noon  Eastern  time,  on any  Business  Day shall be
deemed received on that Business Day. All items of payment  received after 12:00
Noon Eastern time, on any Business Day shall be deemed received on the following
Business Day. Until payment in full of all  Obligations  and termination of this
Agreement,  Borrowers  irrevocably waive (except as otherwise expressly provided
for by Lender) the right to direct the  application  of any and all payments and
collections at any time or times hereafter  received by Lender from or on behalf
of Borrowers,  and Borrowers do hereby  irrevocably agree that Lender shall have
the  continuing  exclusive  right to apply and reapply any and all such payments
and  collections  received at any time or times hereafter by Lender or its agent
against  the  Obligations,   in  such  manner  as  Lender  may  deem  advisable,
notwithstanding  any entry by Lender upon any of its books and  records.  If, as
the result of receipt of proceeds or  collections of Collateral as authorized by
subsection  6.2.6 hereof,  a credit  balance  exists in the Loan  Account,  such
credit  balance shall not accrue  interest in favor of  Borrowers,  but shall be
available  to  Borrowers at any time or times for so long as no Default or Event
of Default  exists.  Such credit balance may be applied to and offset any of the
Obligations arising from time to time. If there is no outstanding balance in the
Loan Account, and as the result of receipt of proceeds or collections, Borrowers
accumulate a credit  balance in the Loan Account,  such credit  balance shall be
transferred,  so long as no Default or Event of  Default  exists,  to an account
established  by  Borrowers  with the  Lender  and such  account  with the credit
balance shall accrue interest in favor of Borrowers.

     . The Loans shall constitute one general Obligation of Borrowers, and shall
be secured by Lender's Lien upon all of the Collateral.

<PAGE>
     . Lender shall enter all Loans as debits to the Loan Account and shall also
record in the Loan Account all payments made by Borrowers on any Obligations and
all  proceeds of  Collateral  which are finally  paid to Lender,  and may record
therein,  in accordance  with customary  accounting  practice,  other debits and
credits,  including interest and all charges and expenses properly chargeable to
Borrowers.

     . Lender will  account to  Borrowers  monthly  with a  statement  of Loans,
charges and payments made pursuant to this Agreement,  and such account rendered
by Lender shall be deemed final,  binding and conclusive  upon Borrowers  unless
Lender is notified by Borrowers in writing to the contrary within 45 days of the
date each accounting is mailed to Borrowers. Such notice shall only be deemed an
objection to those items specifically objected to therein.

SECTION 4.        TERM AND TERMINATION

     . Subject to Lender's  right to cease  making  Loans to  Borrowers  upon or
after the  occurrence,  and during the  continuance,  of any Default or Event of
Default,  this Agreement shall be in effect for a period of three (3) years from
the date hereof (the  "Original  Term") and,  subject to Lender's  final  credit
approval,  this Agreement shall  automatically renew itself for one-year periods
thereafter  (the "Renewal  Terms") unless  terminated as provided in Section 4.2
hereof;  however,  any  renewal is subject  to a  renegotiation  of all fees and
Termination  Charges  applicable to and payable by Borrowers  during any Renewal
Term.

         ..2      Termination

     4.2.1  Termination by Lender.  Upon at least sixty  (60) days prior written
notice to Borrowers,  Lender may terminate  this Agreement as of the last day of
the Original Term or the then current Renewal Term and Lender may terminate this
Agreement  without  notice  upon  or  after  the  occurrence,   and  during  the
continuance, of an Event of Default.

     4.2.2 Termination by Borrower.  Upon at least sixty (60) days prior written
notice to Lender,  Borrowers  may, at their option,  terminate  this  Agreement;
provided,  however,  no such termination shall be effective until Borrowers have
paid all of the Obligations and the Termination  Charges (as set forth below) in
immediately  available funds and all Letters of Credit have expired or have been
cash collateralized to Lender's satisfaction. Any notice of termination given by
Borrowers shall be irrevocable  unless Lender otherwise  agrees in writing,  and
Lender  shall  have no  obligation  to make any  Loans or issue or  procure  any
Letters  of Credit  on or after  the  termination  date  stated in such  notice.
Subject only to Section  4.2.5  below,  Borrowers  may elect to  terminate  this
Agreement in its entirety only and no section of this  Agreement or type of Loan
available hereunder may be terminated singly.

<PAGE>
     4.2.3  Termination  Charges.  On any day other than the  effective  date of
termination of this Agreement for any reason,  Borrowers shall pay to Lender (in
addition to the then outstanding  principal,  accrued interest and other charges
owing under the terms of this Agreement and any of the other Loan  Documents) as
liquidated  damages for the loss of the bargain and not as a penalty,  an amount
equal  to (A) one and  one  half of one  percent  (1.50%)  of the  Total  Credit
Facility if the  termination  date occurs  during the first year of the Original
Term,  (B) one percent (1.00%) if the termination  date occurs during the second
year of the  Original  Term,  and  (C)  one-half  of one  percent  (.5%)  if the
termination  date  occurs  during  the third  year of the  Original  Term.  Such
Termination  Charges  shall not apply if such  facility is refinanced by another
division of Lender.

     4.2.4 Effect of Termination.  All of the  Obligations  shall be immediately
due and payable upon the termination date stated in any notice of termination of
this  Agreement.  All  undertakings,   agreements,   covenants,  warranties  and
representations  of each Borrower  contained in the Loan Documents shall survive
any such termination and Lender shall retain its Liens in the Collateral and all
of its  rights  and  remedies  under  the Loan  Documents  notwithstanding  such
termination  until  Borrowers have paid the  Obligations to Lender,  in full, in
immediately  available  funds together with the applicable  Termination  Charges
under Section 4.2.3,  if any, the balance of the Facility Fee under Section 2.3,
and with  respect  to any  outstanding  Letters  of  Credit  issued  in favor of
Borrowers and any other outstanding  Obligations of Borrowers to Lender,  Lender
has obtained an appropriate  indemnification by any new lender.  Notwithstanding
the  payment  in  full of the  Obligations,  Lender  shall  not be  required  to
terminate its security interests in the Collateral  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  Borrowers or any Account Debtor and applied
to the  Obligations,  Lender shall,  at its option,  (i) have received a written
agreement in form and substance  satisfactory  to Lender,  executed by Borrowers
and by any Person whose loans or other  advances to Borrowers  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 Liens on the Collateral
for such  period  of time as  Lender,  in its  reasonable  discretion,  may deem
necessary to protect Lender from any such loss or damage.

SECTION 5.        SECURITY INTERESTS

     .  To  secure  the  prompt  payment  and   performance  to  Lender  of  the
Obligations,  Borrowers  hereby grant to Lender a continuing first Lien upon all
of  Borrowers'  assets,  including  without  limitation,  all of  the  following
Property and interests in Property of  Borrowers,  whether now owned or existing
or hereafter created, acquired or arising and wheresoever located:

                  (i)      Accounts;

                  (ii)     Inventory;

                  (iii)    Equipment;

                  (iv)     General Intangibles;

<PAGE>
                  (v)      Fixtures;

                  (vi)     Deposit Accounts;

                  (vii)    Chattel Paper;

                  (viii)   Instruments;

                  (ix)     Documents;

                  (x)      Investment Property;

                 (xi) All monies and other Property of any kind now or at any
               time or times hereafter in the possession or under the control of
               Lender or a bailee or Affiliate of Lender;

                 (xii) All books and records (including,  without limitation,
               customer lists, credit files, computer programs,  print-outs, and
               other computer materials and records) of Borrowers  pertaining to
               any of (i) through (xi) above; and

                (xiii)  All  accessions  to,   substitutions   for  and  all
               replacements,  products  and cash and  non-cash  proceeds  of (i)
               through (xii) above, including,  without limitation,  proceeds of
               and unearned premiums with respect to insurance policies insuring
               any of the Collateral.

     . Borrowers shall execute such UCC-1  financing  statements as are required
by the  Code  and  such  other  instruments,  assignments  or  documents  as are
necessary to perfect  Lender's  Lien upon any of the  Collateral  and shall take
such other action as may be required by applicable law to perfect or to continue
the  perfection  of  Lender's  Lien  upon  the  Collateral,   including  without
limitation, the execution of all instruments,  documents and agreements required
to have Lender's  Lien noted on all  certificates  of title for each  Borrower's
Property for which such a certificate  has been issued and delivery to Lender of
all  Collateral  requested  by Lender to be so  delivered in order for Lender to
obtain a perfected Lien thereon.  Unless prohibited by applicable law, Borrowers
hereby  authorize  Lender to execute and file any such  financing  statement  on
Borrowers'  behalf.  The  parties  agree  that a carbon,  photographic  or other
reproduction of this Agreement shall be sufficient as a financing  statement and
may be filed in any  appropriate  office in lieu thereof.  At Lender's  request,
Borrowers shall also promptly  execute or cause to be executed and shall deliver
to Lender any and all documents,  instruments and agreements deemed necessary by
Lender to give effect to or carry out the terms or intent of the Loan Documents,
including,  without  limitation,  delivery of all  landlord/  warehousemen  lien
subordination/waiver agreements requested by Lender.

<PAGE>
SECTION 6.        COLLATERAL ADMINISTRATION

         6.1      General

          6.1.1 Location of Collateral. All Collateral,  other than Inventory in
     transit,  consigned in the ordinary  course of business and motor vehicles,
     will  at all  times  be kept by  Borrowers  at one or more of the  business
     locations  and sales  offices set forth in Exhibit  6.1.1  hereto and shall
     not,  without  the prior  written  approval of Lender,  be moved  therefrom
     except,  prior to an Event of  Default  and  Lender's  acceleration  of the
     maturity  of the  Obligations  in  consequence  thereof,  for (i)  sales of
     Inventory  in the  ordinary  course  of  business;  and  (ii)  removals  in
     connection with dispositions of Equipment that are authorized by subsection
     6.4.2 hereof.

          6.1.2  Insurance of Collateral.  Borrowers  shall maintain and pay for
     insurance  upon all  Collateral  wherever  located and with respect to each
     Borrower's business, covering casualty, hazard, public liability, flood and
     such other risks in such amounts and with such  insurance  companies as are
     reasonably satisfactory to Lender. Borrowers shall deliver the originals of
     such   policies  to  Lender  with   satisfactory   lender's   loss  payable
     endorsements,  naming  Lender as lender  loss  payee,  assignee,  mortgagee
     and/or  additional  insured,  as  appropriate  and providing  that all such
     insurance  proceeds  are  paid to  Lender.  Each  policy  of  insurance  or
     endorsement  shall contain a clause  requiring the insurer to give not less
     than 30 days prior written notice to Lender in the event of cancellation of
     the policy  for any  reason  whatsoever  and a clause  specifying  that the
     interest  of Lender  shall not be  impaired  or  invalidated  by any act or
     neglect  of  either  Borrower  or  the  owner  of  the  Property  or by the
     occupation of the premises for purposes more  hazardous  than are permitted
     by said policy.  If Borrowers  fail to provide and pay for such  insurance,
     Lender may, at its option,  but shall not be required to,  procure the same
     and  charge  Borrowers  therefor.  Borrowers  agree to  deliver  to Lender,
     promptly as  rendered,  true copies of all  reports  made in any  reporting
     forms to insurance companies.

          6.1.3 Protection of Collateral.  All expenses of protecting,  storing,
     warehousing,  insuring, handling,  maintaining and shipping the Collateral,
     any and all excise,  property,  sales,  and use taxes imposed by any state,
     federal,  or local  authority on any of the Collateral or in respect of the
     sale thereof  shall be borne and paid by  Borrowers.  If Borrowers  fail to
     promptly  pay  any  portion   thereof  when  due,  and  Borrowers  fail  to
     immediately make such past due payment after Lender  requests,  Lender may,
     at its  option,  but  shall not be  required  to,  pay the same and  charge
     Borrowers  therefor.  Lender shall not be liable or  responsible in any way
     for the  safekeeping  of any of the  Collateral  or for any loss or  damage
     thereto  or for any  diminution  in the  value  thereof,  or for any act or
     default of any warehouseman,  carrier,  forwarding  agency, or other person
     whomsoever, but the same shall be at Borrowers' sole risk.

         ..2      Administration of Accounts

<PAGE>
          6.2.1 Records, Schedules and Assignments of Accounts.  Borrowers shall
     keep  accurate  and  complete  records of its Accounts and all payments and
     collections  thereon  in a format  similar to the  format  provided  to and
     accepted by Lender during the initial field  examination,  and shall submit
     to  Lender  on such  periodic  basis as  Lender  shall  request a sales and
     collections  report  for the  preceding  period,  in form  satisfactory  to
     Lender.  On or before the fifteenth (15th) day of each month from and after
     the date hereof,  Borrowers shall deliver to Lender,  in form acceptable to
     Lender,  a detailed aged trial  balance of all Accounts  existing as of the
     last day of the preceding month,  specifying the face value,  discounts and
     rebates,  if any,  dates of invoices and due dates for each Account  Debtor
     obligated  on an Account so listed  ("Schedule  of  Accounts"),  and,  upon
     Lender's  request  therefor,  copies of proof of delivery  and the original
     copy of all documents, including, without limitation,  repayment histories,
     present status reports relating to the Accounts so scheduled, and copies of
     each Borrowers' master customer address listing, and such other matters and
     information  relating  to the status of then  existing  Accounts  as Lender
     shall reasonably request.  Borrowers shall, if requested by Lender, execute
     and deliver to Lender  formal  written  assignments  of all of its Accounts
     from time to time,  which shall include all Accounts that have been created
     since the date of the last assignment,  together with copies of invoices or
     invoice registers related thereto.

          6.2.2  Discounts,   Allowances,   Disputes.  If  Borrowers  grant  any
     discounts,  allowances  or  credits  that are not  shown on the face of the
     invoice for the Account  involved,  Borrowers  shall report such discounts,
     allowances  or  credits,  as the case may be, to Lender as part of the next
     required  Schedule of  Accounts.  If any amounts due and owing in excess of
     $20,000.00 are in dispute between a Borrower and any Account  Debtor,  such
     Borrower  shall provide  Lender with written  notice thereof at the time of
     submission  of the next  Schedule  of  Accounts,  explaining  in detail the
     reason  for the  dispute,  all  claims  related  thereto  and the amount in
     controversy.  Upon and while an Event of Default exists,  Lender shall have
     the right to settle or adjust all  disputes  and claims  directly  with the
     Account  Debtor and to compromise the amount or extend the time for payment
     of the  Accounts  upon  such  terms  and  conditions  as  Lender  may  deem
     advisable,  and to charge the  deficiencies,  costs and  expenses  thereof,
     including attorneys' fees, to Borrowers.

          6.2.3  Taxes.  If an Account  includes a charge for any tax payable to
     any  governmental  taxing  authority,  Lender is  authorized  (without  any
     obligation  or duty on  Lender's  part),  in its  sole  discretion  upon an
     Default or Event of Default, to pay the amount thereof to the proper taxing
     authority  for the account of Borrowers and to charge  Borrowers  therefor,
     provided,  however  that  Lender  shall not be liable  for any taxes to any
     governmental taxing authority that may be due by Borrowers.

          6.2.4  Account  Verification.  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  Borrowers,  to verify the  validity,  amount or any
     other  matter  relating to any  Accounts by mail,  telephone,  telegraph or
     otherwise.  Borrowers  shall  cooperate  fully with  Lender in an effort to
     facilitate and promptly conclude any such verification process.

<PAGE>
          6.2.5  Maintenance  of Dominion  Account.  Borrowers  shall maintain a
     Dominion Account at Lender and if Lender requests shall establish a lockbox
     arrangement  acceptable  to Lender  under which  Account  Debtors  shall be
     requested to make all remittances directly to such lockbox. Borrowers shall
     be obligated to immediately  deposit into, or cause to be directly remitted
     to,  such  Dominion  Account,   any  proceeds  of  Collateral  received  by
     Borrowers.  All funds deposited in the Dominion  Account shall  immediately
     become the property of Lender. Borrowers shall, upon request of Lender from
     time to time,  obtain  the  agreement  by such  banks in favor of Lender to
     waive  any  offset  rights  against  the funds so  deposited  and honor all
     directions  of  Lender.   Lender   assumes  no   responsibility   for  such
     arrangement,  including,  without  limitation,  any  claim  of  accord  and
     satisfaction  or release  with  respect to  deposits  accepted  by any bank
     thereunder.

          6.2.6  Collection  of Accounts,  Proceeds of  Collateral.  To expedite
     collection,  Borrowers  shall  endeavor  in  the  first  instance  to  make
     collection  of its  Accounts.  All  remittances  received by  Borrowers  on
     account of Accounts,  together  with the proceeds of any other  Collateral,
     shall be held as Lender's  property by  Borrowers  as trustee of an express
     trust for Lender's benefit and Borrowers shall immediately  deposit same in
     kind in the  Dominion  Account.  Lender  retains  the right at all times to
     notify  Account  Debtors that  Accounts have been assigned to Lender and to
     collect  Accounts  directly  in its own name and to charge  the  collection
     costs and expenses,  including attorneys' fees to Borrowers.  Lender has no
     duty to protect,  insure,  collect or realize upon the Accounts or preserve
     rights therein.

         ..3      Administration of Inventory

          6.3.1 Records and Reports of Inventory.  Borrowers shall keep accurate
     and complete  records of its Inventory.  Borrowers  shall furnish to Lender
     Inventory  reports in form and detail  satisfactory to Lender at such times
     as Lender may  request,  but at least once each  month,  not later than the
     fifteenth  (15) day of such  month.  Borrowers  shall  conduct  a  physical
     inventory no less frequently  than annually and shall provide to Lender,  a
     report based on each such physical inventory promptly thereafter,  together
     with such supporting information as Lender shall request.

          6.3.2 Returns of  Inventory.  If at any time or times  hereafter,  any
     Account  Debtor returns any Inventory to either  Borrower,  the shipment of
     which  generated  an Account on which such  Account  Debtor is obligated in
     excess of  $10,000.00,  and the  amount  of such  returned  Inventory  with
     respect to such Account exceeds  $10,000.00,  Borrowers  shall  immediately
     notify  Lender of the same,  specifying  the reason for such return and the
     location, condition and intended disposition of the returned Inventory.

          6.3.3  Inventory  Valuation  System.  Borrowers  shall  at  all  times
     maintain  an  Inventory   valuation  system  acceptable  to  Lender,   each
     Borrower's existing system being acceptable to Lender.

<PAGE>

        ..4      Administration of Equipment

          6.4.1  Records  and  Schedules  of  Equipment.  Borrowers  shall  keep
     accurate records itemizing and describing the kind, type, quality, quantity
     and value of its Equipment  and all  dispositions  made in accordance  with
     subsection  6.4.2 hereof,  and shall furnish Lender with a current schedule
     containing  the foregoing  information on at least an annual basis and more
     often if requested by Lender.  Immediately  on request  therefor by Lender,
     Borrowers  shall deliver to Lender any and all evidence of ownership of the
     Equipment.

          6.4.2  Dispositions  of Equipment.  Borrowers will not sell,  lease or
     otherwise  dispose of or transfer any of the  Equipment or any part thereof
     without the prior written consent of Lender;  provided,  however,  that, so
     long as no Default or Event of Default exists,  Borrowers shall be entitled
     to make  dispositions  of  Equipment  which,  in the  aggregate  during any
     consecutive  twelve-month  period,  have a fair market value or book value,
     whichever is less, of $10,000.00 or less.

          . All amounts  chargeable to Borrowers under Section 6 hereof shall be
     Obligations  secured by all of the  Collateral,  shall be payable on demand
     and shall bear  interest  from the date such advance was made until paid in
     full at the Floating Rate applicable to the Loans from time to time.

SECTION 7.        REPRESENTATIONS AND WARRANTIES

          . To induce  Lender to enter into this  Agreement and to make advances
     hereunder, each Borrower warrants, represents and covenants to Lender that:

          7.1.1. Organization and Qualification.  Each Borrower is a corporation
     duly organized, validly existing and in good standing under the laws of the
     jurisdiction of its  incorporation.  Each Borrower is duly qualified and is
     authorized to do business and is in good standing as a foreign  corporation
     in each state or  jurisdiction  listed on Exhibit  7.1.1  hereto and in all
     other states and jurisdictions where the character of its Properties or the
     nature of its activities make such qualification necessary.

<PAGE>
          7.1.2 Corporate Power and Authority.  Each Borrower has full corporate
     power and  authority  to enter into,  execute,  deliver  and  perform  this
     Agreement and each of the other Loan Documents to which it is a party.  The
     execution, delivery and performance of this Agreement and each of the other
     Loan Documents have been duly authorized by all necessary  corporate action
     and do not  and  will  not (i)  require  any  consent  or  approval  of the
     shareholders of either Borrower; (ii) contravene either Borrower's charter,
     articles or  certificate of  incorporation  or by-laws;  (iii) violate,  or
     cause either  Borrower to be in default  under,  any  provision of any law,
     rule, regulation, order, writ, judgment,  injunction, decree, determination
     or award in effect having applicability to either Borrower;  (iv) result in
     a breach of or  constitute a default  under any indenture or loan or credit
     agreement  or any other  agreement,  lease or  instrument  to which  either
     Borrower  is a party  or by  which  it or its  Properties  may be  bound or
     affected;  or (v) result in, or require,  the creation or imposition of any
     Lien upon or with respect to any of the  Properties  now owned or hereafter
     acquired by either Borrower.

          7.1.3 Legally  Enforceable  Agreement.  This Agreement is, and each of
     the other Loan  Documents  when  delivered  under this Agreement will be, a
     legal, valid and binding obligation of each Borrower enforceable against it
     in accordance with its respective terms.

          7.1.4 Capital  Structure.  Exhibit 7.1.4 hereto states (i) the correct
     name  of  each  of  the  Subsidiaries,   if  any,  of  each  Borrower,  its
     jurisdiction of incorporation  and the percentage of its Voting Stock owned
     by each  Borrower,  (ii) the  name of each  Borrower's  corporate  or joint
     venture  Affiliates  and the nature of the  affiliation,  (iii) the number,
     nature and holder of all  outstanding  Securities of each Borrower and each
     Subsidiary of such Borrower and (iv) the number of  authorized,  issued and
     treasury shares of each Borrower and each Subsidiary of such Borrower, such
     issued  shares  shall  include  the 87,500  shares of common  stock held in
     escrow  as  security  for   indemnification   obligations   to  the  former
     shareholders of Immaculate Eagle by Open Plan pursuant to the terms of that
     certain  purchase  agreement by and between Open Plan and Immaculate  Eagle
     dated October 1, 1996. Each Borrower has good title to all of the shares it
     purports to own of the stock of each of its Subsidiaries, free and clear in
     each case of any Lien other than Permitted Liens. All such shares have been
     duly issued and are fully paid and  non-assessable.  Except as disclosed on
     Exhibit 7.1.4,  there are no outstanding options to purchase, or any rights
     or warrants to subscribe for, or any  commitments or agreements to issue or
     sell, or any Securities or obligations  convertible  into, or any powers of
     attorney relating to, shares of the capital stock of either Borrower or any
     of its  Subsidiaries.  Except  as  shown on  Exhibit  7.1.4,  there  are no
     outstanding  agreements  or  instruments  binding upon any  shareholder  of
     either Borrower relating to the ownership of its shares of capital stock.

          7.1.5 Corporate  Names.  Neither  Borrower nor any of its Subsidiaries
     have been known as or used any corporate,  fictitious or trade names except
     those listed on Exhibit 7.1.5 hereto. Except as set forth on Exhibit 7.1.5,
     neither  Borrower  nor any of its  Subsidiaries  have  been  the  surviving
     corporation of a merger or  consolidation  or acquired all or substantially
     all of the assets of any Person.

          7.1.6 Business  Locations;  Agent for Process.  Each of Borrower's and
     its Subsidiaries'  chief executive offices and other places of business are
     as listed on Exhibit 6.1.1 hereto.  During the preceding  five-year period,
     neither  Borrower  nor any of its  Subsidiaries  had an  office,  place  of
     business  or agent for  service of process  other than as listed on Exhibit
     6.1.1.  Except as shown on Exhibit  6.1.1,  no  Inventory  is stored with a
     bailee,  warehouseman or similar party,  nor is any Inventory  consigned to
     any Person.

<PAGE>
          7.1.7 Title to Properties;  Priority of Liens.  Each Borrower and each
     of its Subsidiaries' has good, indefeasible and marketable title to and fee
     simple ownership of, or valid and subsisting leasehold interests in, all of
     its real Property  (including the Real Property),  and good title to all of
     the Collateral and all of its other Property,  in each case, free and clear
     of all Liens except Permitted Liens.  Each Borrower has paid or discharged,
     or reserved for, all lawful claims  which,  if unpaid,  might become a Lien
     against any  Properties of such Borrower that is not a Permitted  Lien. The
     Liens  granted to Lender under Section 5 hereof are first  priority  Liens,
     subject only to Permitted Liens.

          7.1.8 Accounts.  Unless otherwise indicated in writing to Lender, with
     respect to each Account:

          (i) It is genuine and in all  respects  what it purports to be, and it
     is not evidenced by a judgment;

          (ii) It arises  out of a  completed,  bona fide sale and  delivery  of
     goods or rendition of services by each  Borrower in the ordinary  course of
     its business and in substantial compliance with the terms and conditions of
     all purchase  orders,  contracts or other  documents  relating  thereto and
     forming  a part of the  contract  between  such  Borrower  and the  Account
     Debtor;

          (iii)  It is,  for a  liquidated  amount  maturing  as  stated  in the
     duplicate  invoice  covering such sale or rendition of services,  a copy of
     which has been furnished or is available to Lender;

          (iv) To the  best of each  Borrower's  knowledge,  such  Account,  and
     Lender's  security interest therein is not (by voluntary act or omission of
     each Borrower) subject to any offset, Lien,  deduction,  defense,  dispute,
     counterclaim or any other adverse  condition except for disputes  resulting
     in returned goods where the amount in controversy is deemed by Lender to be
     immaterial,  and each such Account is absolutely owing to such Borrower and
     is not contingent in any respect or for any reason.

          (v) Neither  Borrower has made any agreement  with any Account  Debtor
     thereunder for any extension, compromise, settlement or modification of any
     such  Account or any  deduction  therefrom,  except  discounts,  rebates or
     allowances which are granted by such Borrower in the ordinary course of its
     business for prompt  payment and which are reflected in the  calculation of
     the net amount of each respective invoice related thereto and are reflected
     in the  Schedules of Accounts  submitted to Lender  pursuant to  subsection
     6.2.1 hereof;

          (vi) There are no facts, events or occurrences which in any way impair
     the validity or  enforceability of any Accounts or (other than with respect
     to discounts and rebates granted by such Borrower in the ordinary course of
     its business),  tend to reduce the amount payable  thereunder from the face
     amount of the  invoice and  statements  delivered  to Lender  with  respect
     thereto;
<PAGE>
          (vii) To the best of each Borrower's  knowledge,  without  independent
     investigation,  the  Account  Debtor  thereunder  (1) had the  capacity  to
     contract  at the time any  contract  or other  document  giving rise to the
     Account was executed  and (2) such  Account  Debtor was Solvent at the time
     this Account arose; and

          (viii) To the best of each Borrower's  knowledge,  without independent
     investigation,  there are no proceedings or actions which are threatened or
     pending  against any Account  Debtor  thereunder  which might result in any
     material adverse change in such Account Debtor's financial condition or the
     collectibility of such Account.

          7.1.9 Equipment.  The Equipment is in satisfactory operating condition
     and repair,  in light of its  intended  use,  and, to the extent  permitted
     hereunder,  all necessary replacements of and repairs thereto shall be made
     so that such condition  shall be maintained and preserved,  reasonable wear
     and tear  excepted.  Neither  Borrower will permit any material item of the
     Equipment to become affixed to any real Property leased to such Borrower so
     that  an  interest  arises  therein  under  the  real  estate  laws  of the
     applicable  jurisdiction  unless the  landlord  of such real  Property  has
     executed a landlord  waiver or  leasehold  mortgage in favor of and in form
     acceptable to Lender, and neither Borrower will permit any of the Equipment
     to become an accession to any personal  Property  other than Equipment that
     is subject to first priority Liens in favor of Lender.

          7.1.10  Financial  Statements;   Fiscal  Year.  The  Consolidated  and
     Consolidating  balance sheets of Borrowers and such other Persons described
     therein  (including  the  accounts  of all  Subsidiaries,  if any,  of such
     Borrower for the respective periods during which a Subsidiary  relationship
     existed) as of December 31,  1997,  and the related  statements  of income,
     changes in stockholder's  equity, and changes in financial position for the
     periods ended on such dates, have been prepared in accordance with GAAP and
     present  fairly the financial  positions of each Borrower at such dates and
     the results of such Borrower's  operations for such period.  Since June 30,
     1998,  there has been no material  change in the  condition,  financial  or
     otherwise,  of either  Borrower  and no change  in the  aggregate  value of
     Equipment  and  real  Property  (including  the  Real  Property)  owned  by
     Borrowers.  The fiscal year of each  Borrower and each of its  Subsidiaries
     ends on December 31st of each year.

          7.1.11  Full  Disclosure.  The  financial  statements  referred  to in
     subsection  7.1.10  hereof  do not,  nor does this  Agreement  or any other
     written  statement  of  either  Borrower  to  Lender,  contain  any  untrue
     statement  of a  material  fact or,  (when  taken as a whole with all other
     information  submitted by each Borrower or made  available to, and reviewed
     by Lender), omit a material fact necessary to make the statements contained
     therein or herein not  misleading.  There is no fact which either  Borrower
     has  failed to  disclose  to Lender in  writing  which  materially  affects
     adversely  or, so far as each  Borrower  can now foresee,  will  materially
     affect adversely the Properties,  business, prospects, profits or condition
     (financial  or  otherwise)  of either  Borrower  or the  ability  of either
     Borrower to perform this Agreement or the other Loan Documents.

<PAGE>
          7.1.12 Solvent  Financial  Condition.  Each Borrower is now and, after
     giving  effect to the  Loans to be made  hereunder,  at all times  will be,
     Solvent.

          7.1.13  Surety  Obligations.  Except  as set forth on  Exhibit  7.1.13
     hereto,  neither  Borrower nor any Subsidiary of such Borrower is obligated
     as surety or indemnitor  under any surety or similar bond or other contract
     issued or entered into or any agreement to assure  payment,  performance or
     completion of performance of any undertaking or obligation of any Person.

          7.1.14 Taxes.  Each  Borrower's and each such Subsidiary of Borrower's
     federal tax identification  number is shown on Exhibit 7.1.14 hereto.  Each
     Borrower and each Subsidiary of such Borrower has filed all federal,  state
     and local tax returns  and other  reports it is required by law to file and
     has paid,  or made  provision  for the payment of, all taxes,  assessments,
     fees,  levies  and other  governmental  charges  upon it,  its  income  and
     Properties as and when such taxes,  assessments,  fees,  levies and charges
     are due and  payable,  unless  and to the  extent  any  thereof  are  being
     actively  contested in good faith and by appropriate  proceedings  and each
     Borrower maintains reasonable reserves on its books therefor. The provision
     for  taxes  on the  books of each  Borrower  and  each  Subsidiary  of such
     Borrower are adequate for all years not closed by applicable statutes,  and
     for its current fiscal year.

          7.1.15  Brokers.  There  are no claims  against  either  Borrower  for
     brokerage  commissions,   finder's  fees  or  investment  banking  fees  in
     connection with the transactions contemplated by this Agreement.

          7.1.16 Patents, Trademarks, Copyrights and Licenses. Each Borrower and
     each  Subsidiary  of such  Borrower  owns  or  possesses  all the  patents,
     trademarks, service marks, trade names, copyrights and licenses used in and
     necessary  for the  present  and  planned  future  conduct of its  business
     without any known  conflict  with the rights of others.  All such  patents,
     trademarks,  service  marks,  tradenames,  copyrights,  licenses  and other
     similar rights are listed on Exhibit 7.1.16 hereto.

          7.1.17  Governmental  Consents.  Each Borrower and each  Subsidiary of
     such   Borrower  has,  and  is  in  good  standing  with  respect  to,  all
     governmental  consents,  approvals,  licenses,   authorizations,   permits,
     certificates,  inspections and franchises  necessary to continue to conduct
     its business as  heretofore or proposed to be conducted by it and to own or
     lease and operate its Properties as now owned or leased by it.

<PAGE>
          7.1.18.  Compliance  with Laws.  Except as set forth on Exhibit 7.1.18
     hereto,  each  Borrower  and  each  Subsidiary  of such  Borrower  has duly
     complied with, and its Properties,  business  operations and leaseholds are
     in compliance in all material respects with, the provisions of all federal,
     state and local laws, rules and regulations  applicable to such Borrower or
     such  Subsidiary,  as  applicable,  its  Properties  or the  conduct of its
     business  and  there  have  been  no   citations,   notices  or  orders  of
     noncompliance  issued to either  Borrower or any Subsidiary  under any such
     law, rule or regulation  except where such  noncompliance  would not have a
     material  and  adverse  effect  on  such  Borrower's  business,   Property,
     financial condition or prospects. Each Borrower and each Subsidiary of such
     Borrower has  established  and maintains an adequate  monitoring  system to
     ensure  that it remains in  compliance  with all  federal,  state and local
     laws,  regulations  and  rules  applicable  to it.  No  Inventory  has been
     produced in violation of the Fair Labor  Standards Act (29 U.S.C.   201 et
     seq.), as amended.

          7.1.19 Restrictions. Neither Borrower nor any Subsidiary of a Borrower
     is a party or  subject  to any  contract,  agreement,  or  charter or other
     corporate restriction,  which materially and adversely affects its business
     or the use or ownership of any of its Properties.  Neither Borrower nor any
     Subsidiary of a Borrower is a party or subject to any contract or agreement
     which restricts its right or ability to incur  Indebtedness,  other than as
     set forth on Exhibit 7.1.19 hereto, none of which prohibit the execution of
     or  compliance  with this  Agreement or the other Loan  Documents by either
     Borrower or any Subsidiary of a Borrower, as applicable.

          7.1.20 Litigation. Except as set forth on Exhibit 7.1.20 hereto, there
     are no actions,  suits,  proceedings or investigations  pending,  or to the
     knowledge  of  either  Borrower  or  any  Subsidiary  of  either  Borrower,
     threatened,   against  or  affecting   either  Borrower  or  the  business,
     operations,  Properties, prospects, profits or condition of either Borrower
     or any  Subsidiary of Borrower.  Neither  Borrower nor any  Subsidiary of a
     Borrower  is in  default  with  respect  to any  order,  writ,  injunction,
     judgment,   decree  or  rule  of  any  court,   governmental  authority  or
     arbitration board or tribunal.

          7.1.21 No Defaults.  Except as set forth on Exhibit  7.1.21,  no event
     has  occurred  and no  condition  exists  which  would,  upon or after  the
     execution  and  delivery  of  this  Agreement  or  Borrowers'   performance
     hereunder,  constitute a Default or an Event of Default.  Neither  Borrower
     nor any  Subsidiary of a Borrower is in default,  and no event has occurred
     and no  condition  exists which  constitutes,  or which with the passage of
     time or the  giving of notice or both  would  constitute,  a default in the
     payment of any Indebtedness to any Person for Money Borrowed.

          7.1.22 Leases.  Exhibit  7.1.22(a) hereto is a complete listing of all
     capitalized  leases of  Borrowers  and each  Subsidiary  of  Borrowers  and
     Exhibit  7.1.22(b)  hereto is a complete listing of each operating lease of
     Borrowers. Borrowers and each Subsidiary of Borrowers is in full compliance
     with all of the terms of each of its respective  capitalized  and operating
     leases  except  where  such  noncompliance  would not have a  material  and
     adverse effect on either Borrowers' business, Property, financial condition
     or prospects.

          7.1.23  Pension  Plans.  Except as disclosed on Exhibit 7.1.23 hereto,
     neither  Borrower  nor any  Subsidiary  of a  Borrower  has any Plan.  Each
     Borrower and each  Subsidiary of such Borrower is in full compliance in all
     material  respects  with  the  requirements  of ERISA  and the  regulations
     promulgated thereunder with respect to each Plan. No fact or situation that
     could result in a material  adverse  change in the  financial  condition of
     either  Borrower or any  Subsidiary of such  Borrower  exists in connection
     with any Plan.  Neither  Borrower  nor any  Subsidiary  of a  Borrower  has
     withdrawal liability in connection with a Multiemployer Plan.
<PAGE>
          7.1.24  Trade   Relations.   There  exists  no  actual  or  threatened
     termination,  cancellation or limitation of, or any  modification or change
     in, the business  relationship between either Borrower or any Subsidiary of
     such  Borrower and any customer or any group of customers  whose  purchases
     individually  or in the aggregate are material to the business of Borrowers
     or with any material  supplier,  and there  exists no present  condition or
     state of facts or  circumstances  which would  materially  affect adversely
     Borrowers or any Subsidiary of Borrowers or prevent either  Borrower or any
     Subsidiary  of such  Borrower  from  conducting  such  business  after  the
     consummation  of  the  transactions   contemplated  by  this  Agreement  in
     substantially the same manner in which it has heretofore been conducted.

          7.1.25 Labor Relations.  Except as described on Exhibit 7.1.25 hereto,
     neither  Borrower  nor  any  Subsidiary  of  Borrower  is a  party  to  any
     collective bargaining agreement. There are no material grievances, disputes
     or controversies  with any union or any other organization of Borrowers' or
     any  Subsidiary  of  Borrowers'  employees,  or  threats of  strikes,  work
     stoppages or any asserted pending demands for collective  bargaining by any
     union or organization.

          7.1.26 Year 2000  Compliance.  The  Borrowers  have  reviewed the area
     within its business and  operations  which could be adversely  affected by,
     and have  developed  or are  developing  a program  to  address on a timely
     basis,  the risk that certain computer  applications  used by the Borrowers
     may be unable to recognize and perform  properly  date-sensitive  functions
     involving  duties  prior to and after  December  31,  1999 (the  "Year 2000
     Problem").  The year 2000  Problem will not result,  and is not  reasonably
     expected to result, in any Material Adverse Effect.

          . Each representation and warranty contained in this Agreement and the
     other Loan  Documents  shall be  continuous  in nature  and  shall,  in all
     material  respects,  remain  accurate,  complete and not  misleading at all
     times during the term of this Agreement.

          . All  representations  and warranties of Borrowers  contained in this
     Agreement or any of the other Loan  Documents  shall survive the execution,
     delivery and acceptance  thereof by Lender and the parties  thereto and the
     closing of the transactions described therein or related thereto.

SECTION 8.        COVENANTS AND CONTINUING AGREEMENTS

          . During the term of this  Agreement,  and  thereafter  for so long as
     there are any Obligations to Lender,  each Borrower  covenants that, unless
     otherwise consented to by Lender in writing, it shall:

<PAGE>
          8.1.1 Visits and Inspections.  Permit  representatives of Lender, from
     time to time,  as often as may be  reasonably  requested,  but only  during
     normal business hours, to visit and inspect the Properties of each Borrower
     and any Subsidiary of such Borrower,  inspect, audit and make extracts from
     its books and records, and discuss with its officers, its employees and its
     independent  accountants,  each  Borrower's  and each of its  Subsidiaries'
     business, assets, liabilities,  financial condition, business prospects and
     results of operations.

          8.1.2 Notices.  Promptly notify Lender in writing of the occurrence of
     any event or the existence of any fact which renders any  representation or
     warranty in this Agreement or any of the other Loan  Documents  inaccurate,
     incomplete or misleading in any material respect.

          8.1.3  Financial  Statements.  Keep,  and  cause  each  Subsidiary  of
     Borrowers  to keep,  adequate  records and books of account with respect to
     its business  activities in which proper entries are made reflecting all of
     its  financial  transactions;  and cause to be prepared  and  furnished  to
     Lender the following (all to be prepared on a consistent basis):

               (i) not  later  than  ninety  (90)  days  after the close of each
          fiscal  year  of  Borrowers,   audited  financial  statements  of  the
          Borrowers  and their  Subsidiaries  as of the end of such  year,  on a
          Consolidated and Consolidating (if applicable) basis,  certified as to
          such Consolidated  financial  statements of the Borrowers by a firm of
          independent   certified  public  accountants  of  recognized  standing
          selected by Borrowers  but  acceptable to Lender to have been prepared
          in accordance with GAAP;

               (ii) not later than  thirty (30) days after the end of each month
          hereafter,  including  the  last  month  of  Borrowers'  fiscal  year,
          unaudited  interim   financial   statements  of  Borrowers  and  their
          Subsidiaries  as of the  end of  such  month  and  of the  portion  of
          Borrowers'  fiscal  year  then  elapsed,   on  a  Consolidated  basis,
          certified by the principal financial officer of Borrowers to have been
          prepared   in   accordance   with  GAAP  and  fairly  to  present  the
          Consolidated financial position and results of operations of Borrowers
          and their  Subsidiaries  for such  month and  period  subject  only to
          changes  from audit and  year-end  adjustments  and  except  that such
          statements need not contain notes;

               (iii) not later than  thirty (30) days prior to the close of each
          fiscal year of Borrowers,  financial  projections  for Borrowers,  for
          Borrowers'  upcoming  fiscal  year to  include,  but not  limited  to,
          Borrowers'  balance  sheets,  profit and loss  statement and cash flow
          statements,  prepared on a month by month basis, in form acceptable to
          Lenders,  provided however, for the fiscal year end dated December 31,
          1998, such financial  projections shall be delivered by Borrower on or
          before December 31, 1998;

               (iv) promptly  after the sending or filing  thereof,  as the case
          may be,  copies  of any  proxy  statements,  financial  statements  or
          reports which Borrower has sent to all of its  shareholders and copies
          of  any  regular,   periodic  and  special   reports  or  registration
          statements  which  Borrower  files with the  Securities  and  Exchange
          Commission  or any  governmental  authority  which may be  substituted
          therefor, or any national securities exchange;

               (v)  promptly  after the  filing  thereof,  copies of any  annual
          report to be filed under ERISA in connection with each Plan;
<PAGE>
               (vi) not  later  than  fifteen  (15)  days  after the end of each
          calender   month,  a  Collateral   Update   Certificate  of  Borrowers
          andaccounts  receivable  agings,  accounts  payable agings,  inventory
          valuation report by location,  and backup for the reported  ineligible
          accounts receivable and inventory collateral;

               (vii) together with each set of financial statements described in
          (i) and (ii) above, a compliance  certificate signed by the Borrowers'
          chief financial officer,  certifying that (i) all  representations and
          warranties set forth in the loan documents are true and correct;  (ii)
          none of the  covenants in the loan  documents has been  breached;  and
          (iii) no event has occurred which would constitute an Event of Default
          under the loan documents; and

               (viii) such other data and information  (financial and otherwise)
          as Lender, from time to time, may reasonably request,  bearing upon or
          related to the Collateral or either Borrower's  financial condition or
          results of operations,  including without limitation, detailed monthly
          accounts payable agings.

     Concurrently  with the delivery of the  financial  statements  described in
clause (i) of this subsection 8.1.3,  Borrower shall forward to Lender a copy of
the  accountants'  letter to either  Borrower's  management  that is prepared in
connection  with such  financial  statements and also shall cause to be prepared
and shall furnish to Lender a  certificate  of the  aforesaid  certified  public
accountants  certifying  to Lender  that,  based upon their  examination  of the
financial  statements  of the  Borrowers  and their  Subsidiaries  performed  in
connection  with their  examination of said financial  statements,  they are not
aware of any Default or Event of Default,  or, if they are aware of such Default
or Event of Default,  specifying  the nature  thereof,  and  acknowledging  in a
manner  satisfactory  to Lender,  that they are aware that  Lender is relying on
such  financial  statements  in making its  decision  with respect to the Loans.
Concurrently with the delivery of the financial  statements described in clauses
(i) and (ii) of this  subsection  8.1.3,  or more  frequently  if  requested  by
Lender,  Borrowers  shall  cause  to be  prepared  and  furnished  to  Lender  a
Compliance Certificate in the form of Exhibit 8.1.3 hereto executed by the chief
financial officer of Borrowers.

     8.1.4  Landlord and Storage  Agreements.  Provide Lender with copies of all
leases and other material  written  agreements  between either  Borrower and any
landlord or  warehouseman  which owns any premises at which any  Inventory  may,
from time to time, be kept.

     8.1.5 Year 2000  Compliance.  Take all action  necessary to assure that all
times  the  computer-based  systems  utilized  by  Borrowers  and  each of their
Subsidiaries  are able to effectively  interpret,  process and manipulate  data,
including  dates before,  on and after  December 31, 1999. At Lender's  request,
Borrowers shall provide to Lender  assurance  reasonably  satisfactory to Lender
that  the  computer-based  systems  utilized  by  Borrowers  and  each of  their
Subsidiaries are able to recognize and perform without error functions involving
dates before, on and after December 31, 1999.

<PAGE>

     8.1.6 Bank Accounts.  The Borrowers will maintain their main depository and
operating accounts with Lender.  Borrowers will be responsible for all customary
service charges associated with any accounts maintained at Lender.

     . During the term of this  Agreement,  and  thereafter for so long as there
are any Obligations to Lender, each Borrower covenants that, it shall not:

     8.2.1  Mergers;  Consolidations;  Acquisitions.  Merge or  consolidate,  or
permit any  Subsidiary  of either  Borrower  to merge or  consolidate,  with any
Person; nor acquire all or any substantial part of the Properties of any Person.

     8.2.2 Loans.  Make or permit any Subsidiary of either Borrower to make, any
loans or other advances of money to any Person, other than loans in the ordinary
course of business for Borrowers' established payroll practices or for travel by
Borrowers' employees, not to exceed in the aggregate $25,000.00.

     8.2.3 Total  Indebtedness.  Create,  incur,  assume, or suffer to exist, or
permit any Subsidiary of either Borrower to create,  incur, assume, or suffer to
exist, any Indebtedness, except:

          (i) Obligations owing to Lender;

          (ii) Subordinated Debt (if applicable);

          (iii)  accounts  payable  to trade  creditors  and  current  operating
     expenses  (other than for Money  Borrowed)  which are not aged more than 90
     days from billing date or more than 60 days from the due date, in each case
     incurred  in the  ordinary  course of  business  and paid  within such time
     period,  unless the same are being actively  contested in good faith and by
     appropriate and lawful proceedings; and Borrowers shall have set aside such
     reserves,  if any, with respect  thereto as are required by GAAP and deemed
     adequate by such Borrower and its independent accountants;

          (iv)  Obligations  to pay Rentals  permitted by subsection  8.2.13 and
     Capitalized Lease Obligations permitted under subsection 8.2.8;

          (v) Permitted Purchase Money Indebtedness;

          (vi) taxes not yet due or being  contested in the manner  described in
     subsection 7.1.14 hereto; and

          (vii) contingent liabilities arising out of endorsements of checks and
     other  negotiable  instruments  for deposit or  collection  in the ordinary
     course of business.

<PAGE>
     8.2.4 Affiliate  Transactions.  Enter into, or be a party to, or permit any
Subsidiary of either  Borrower to enter into, or be a party to, any  transaction
with any Affiliate of either Borrower or any stockholder, except in the ordinary
course of and pursuant to the  reasonable  requirements  of  Borrowers'  or such
Subsidiary's  business  and upon  fair and  reasonable  terms  which  are  fully
disclosed to Lender and are no less  favorable  to Borrowers or such  Subsidiary
than  Borrowers or such  Subsidiary  would  obtain in a comparable  arm's length
transaction  with a Person not an Affiliate or  stockholder  of Borrowers or any
Subsidiary of a Borrower.

     8.2.5  Limitation  on Liens.  Create or  suffer  to  exist,  or permit  any
Subsidiary of either Borrower to create or suffer to exist, any Lien upon any of
its  Property,  income or  profits,  whether  now owned or  hereafter  acquired,
except:

          (i) Liens at any time granted in favor of Lender;

          (ii) Liens for taxes  (excluding  any Lien imposed  pursuant to any of
     the  provisions  of ERISA) not yet due,  or being  contested  in the manner
     described in subsection  7.1.14  hereto,  but only if in Lender's  judgment
     such Lien does not  adversely  affect  Lender's  rights or the  priority of
     Lender's Lien in the Collateral;

          (iii) such other Liens as appear on Exhibit 8.2.5 hereto;

          (iv)  Purchase   Money  Liens   securing   Permitted   Purchase  Money
     Indebtedness; and

          (v) such other Liens as Lender may hereafter approve in writing.

     8.2.6  Subordinated  Debt.  Make  any  payment  of any  part  or all of any
Subordinated  Debt or take any other  action or omit to take any other action in
respect of any  Subordinated  Debt, in contravention of the written terms of any
instrument evidencing such Subordinated Debt.

     8.2.7  Distributions.  Declare or make or permit any  Subsidiary  of either
Borrower to declare or make any Distributions.

     8.2.8 Capital Expenditures. Make Capital Expenditures including Capitalized
Lease  Obligations   which,  in  the  aggregate,   as  to  Borrowers  and  their
Subsidiaries,  exceed Five Hundred  Thousand  Dollars  ($500,000.00)  during any
fiscal year of Borrowers.

<PAGE>
     8.2.9 Disposition of Assets. Sell, lease or otherwise dispose of, or permit
any Subsidiary of either Borrower to sell, lease or otherwise dispose of any of,
its  Properties,  including  any  disposition  of Property as part of a sale and
leaseback  transaction,  to or in  favor  of any  Person,  except  (i)  sales of
Inventory  in the  ordinary  course of business for so long as there has been no
acceleration of the Obligations;  or (ii) dispositions  expressly  authorized by
and referenced in this Agreement.

     8.2.10 Stock of  Subsidiaries.  Issue,  or permit any  Subsidiary of either
Borrower to issue, any additional shares of its capital stock.

     8.2.11  Bill-and-Hold  Sales,  Etc.  Make  a  sale  to  any  customer  on a
bill-and-hold,  guaranteed sale, sale and return, sale on approval basis or sale
on a repurchase  or return  basis,  or make a sale of inventory on a consignment
basis whereby such consigned inventory exceeds $100,000.00 in the aggregate.

     8.2.12  Restricted  Investment.  Make or have, or permit any  Subsidiary of
either Borrower to make or have, any Restricted Investment.

     8.2.13  Leases.  Become,  or permit any  Subsidiary  of either  Borrower to
become,  a lessee under any new operating  lease (other than a lease under which
either  Borrower or any  Subsidiary  of a Borrower is lessor) of Property if the
aggregate  Rentals payable during any current or future period of 12 consecutive
months under such lease in question and all other new leases  (other than leases
that are  represented  by  Capitalized  Lease  Obligations)  under which  either
Borrower or any Subsidiary of a Borrower is then lessee would exceed  $50,000.00
in any fiscal year. The annual  aggregate  amount for such new operating  leases
shall not include operating leases currently in effect,  any renewals thereof or
any escalations of the lease payments  therein.  The term "Rentals" means, as of
the date of determination,  all payments which the lessee is required to make by
the terms of any lease.

     8.2.14 Tax Consolidation. File or consent to the filing of any consolidated
income tax return with any Person other than a Subsidiary of either Borrower.

     . During the term of this  Agreement,  and  thereafter for so long as there
are any Obligations to Lender,  each Borrower  covenants that,  unless otherwise
consented to by Lender in writing, it shall:

     8.3.1 Minimum Interest Coverage Ratio.  Borrowers will maintain an Interest
Coverage  Ratio of not less  than  1.50 to 1.0 to be  measured  on a  cumulative
fiscal year to date basis.

     8.3.2  Effective  Tangible Net Worth.  Borrower  shall  maintain  Effective
Tangible  Net Worth of not less than  $11,000,000.00  on the Closing Date and on
quarter-end December 31, 1998;  thereafter on each successive fiscal quarter end
date,  commencing  March 30,  1999,  Borrowers  shall  have a minimum  Effective
Tangible Net Worth equal to the sum of (i) the Tangible Net Worth required as of
the last day of the preceding quarter,  plus (ii) sixty percent (60%) of the net
earnings (if a positive amount) during the fiscal quarter ending on such date.

<PAGE>
     8.3.3 Consecutive  Quarterly Losses. Not have quarterly losses in excess of
$1.00  for any two (2)  consecutive  quarters,  such  losses  shall be  measured
commencing the first (1st) quarter following the Closing Date.


SECTION 9.        CONDITIONS  PRECEDENT

     Notwithstanding  any other  provision of this Agreement or any of the other
Loan Documents,  and without  affecting in any manner the rights of Lender under
the other sections of this Agreement,  Lender may, in its sole discretion,  make
any Loan under this Agreement,  so long as each of the following  conditions has
been and continues to be satisfied:

     . Lender shall have received, in form and substance  satisfactory to Lender
and its  counsel,  a duly  executed  copy of this  Agreement  and the other Loan
Documents, together with such additional documents, instruments and certificates
as Lender and its counsel  shall require in  connection  therewith  from time to
time,  all in form  and  substance  satisfactory  to  Lender  and  its  counsel,
including, without limitation, the following:

          (A) Certified copies of each Borrower's  casualty insurance  policies,
     together with loss payable endorsements on Lender's standard form of Lender
     Loss Payee and  Mortgagee  Endorsement  naming  Lender as lender loss payee
     and/or  mortgagee,  as applicable,  and certified copies of each Borrower's
     liability insurance  policies,  together with endorsements naming Lender as
     additional insured;

          (B) Certified  copies of (i) resolutions of each  Borrower's  board of
     directors  authorizing the execution and delivery of this Agreement and the
     Loan Documents and the performance of all transactions  contemplated hereby
     and  thereby,  (ii)  each  Borrower's  by-laws,  and  (iii)  an  incumbency
     certificate of each Borrower;

          (C) A copy of the Articles or  Certificate  of  Incorporation  of each
     Borrower,  and all amendments thereto,  certified by the Secretary of State
     or other appropriate official of its jurisdiction of incorporation;

          (D)  Good  standing  certificate  for  each  Borrower,  issued  by the
     Secretary  of  State  or  other  appropriate  official  of each  Borrower's
     jurisdiction of incorporation  and each  jurisdiction  where the conduct of
     Borrowers'   business   activities  or  the  ownership  of  its  Properties
     necessitates qualification;

          (E) A closing  certificate  signed by the chief  executive  officer of
     each  Borrower  dated  as  of  the  date  hereof,   stating  that  (i)  the
     representations  and  warranties set forth in Section 7 hereof are true and
     correct  on and as of such  date,  (ii)  each  Borrower  is on such date in
     compliance  with all the terms and  provisions  set forth in this Agreement
     and (iii) on such date no Default or Event of Default exists;

<PAGE>
          (F) The Security Documents duly executed, accepted and acknowledged by
     or on behalf of each of the signatories thereto;

          (G) The Other Agreements duly executed and delivered by each Borrower;

          (H) The favorable,  written  opinion of counsel to Borrowers as to the
     transactions  contemplated  by this  Agreement  and any of the  other  Loan
     Documents as required by Lender;

          (I) Written  instruction  from Borrowers  directing the application of
     proceeds  of the  initial  Loans made  pursuant  to this  Agreement  and an
     initial Borrowing Base Certificate from Borrowers;

          (J) Duly executed  agreements  establishing  the Dominion Account with
     financial  institutions  acceptable  to  Lender  for  the  deposit  of  the
     collections of Accounts and other proceeds of the sale of Inventory;

          (K)  Payoff  agreement  and  UCC-3  termination  statements  from each
     Borrowers' Existing Lender;

          (L) UCC-1 financing statement, state and federal tax lien and judgment
     searches;

          (M) Payment of all fees and expenses owing hereunder;

          (N) Landlord and Mortgagee waivers as required by Lender;

          (O) All governmental and third party consents  necessary to effectuate
     the transactions contemplated herein;

          (P) Validity and Support Agreements,  in form and substance acceptable
     to Bank, executed by John Hobey, William Crabtree and Neil Suffa.

          (Q) Delivery of and Lender's  satisfaction  with Borrowers'  September
     30,  1998  third  quarter   Consolidated   financial  statement  reflecting
     Borrowers' physical inventory count as of September 30, 1998.

          (R) Such other  documents,  instruments and agreements as Lender shall
     reasonably request in connection with the foregoing matters.


     . No Default or Event of Default shall exist.

<PAGE>
     . Each of the  conditions  precedent set forth in the other Loan  Documents
shall have been satisfied.

     . Except as set forth on Exhibit  7.1.20  hereto,  no  action,  proceeding,
investigation,  regulation or legislation shall have been instituted, threatened
or proposed  before any court,  governmental  agency or legislative  body (i) to
enjoin,  restrain or prohibit,  or to obtain  damages in respect of, or which is
related  to or  arises  out  of  this  Agreement  or  the  consummation  of  the
transactions  contemplated  hereby  or  (ii) which  relates  to the  Collateral,
assets, business operations or obligations of either Borrower which (in Lender's
judgment)  could  have a  material  adverse  effect  upon the  creditworthiness,
condition, operations or prospects (financial or otherwise) of either Borrower.


SECTION 10.   EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

     . The occurrence of one or more of the following events shall constitute an
"Event of Default":

     10.1.1 Payment of Obligations.  Borrowers shall fail to pay any Obligations
owing hereunder or under the Notes, or any other of the Obligations,  on the due
date  thereof  (whether  due at  stated  due date,  maturity,  on  demand,  upon
acceleration, or otherwise).

     10.1.2 Misrepresentations.  Any representation, warranty or other statement
made or furnished to Lender by or on behalf of  Borrowers or any  Subsidiary  of
Borrowers in this Agreement,  any of the other Loan Documents or any instrument,
certificate or financial  statement furnished in compliance with or in reference
thereto,  proves to have been false or misleading  in any material  respect when
made or furnished or when reaffirmed pursuant to Section 7.2 hereof.

     10.1.3  Breach of Specific  Covenants.  Borrowers  shall fail or neglect to
perform,  keep or  observe  any  covenant  contained  herein  on the  date  that
Borrowers are required to perform, keep or observe such covenant.

     10.1.4  Breach of Other  Covenants.  Borrowers  shall  fail or  neglect  to
perform,  keep or observe any covenant contained in this Agreement (other than a
covenant which is dealt with specifically elsewhere in Section 10.1 hereof).

     10.1.5  Default Under  Security  Documents/Other  Agreements.  Any event of
default  shall occur under,  or Borrowers  shall default in the  performance  or
observance of any term,  covenant,  condition or agreement  contained in, any of
the Security  Documents or the Other  Agreements and such default shall continue
beyond any applicable grace period.

<PAGE>
     10.1.6 Other Defaults. There shall occur any default or event of default on
the part of  Borrowers  under any  agreement,  document or  instrument  to which
either Borrower is a party or by which either Borrower or any of its Property is
bound,  creating or relating to any Indebtedness (other than the Obligations) in
excess of $250,000.00.

     10.1.7 Uninsured Losses. Any material loss, theft, damage or destruction of
any of the Collateral not fully covered  (subject to such  deductibles as Lender
shall have permitted) by insurance.

     10.1.8 Adverse  Changes.  There shall occur any material  adverse change in
the financial condition or business prospects of Borrowers.

     10.1.9 Insolvency and Related  Proceedings.  Either Borrower shall cease to
be Solvent or shall suffer the appointment of a receiver,  trustee, custodian or
similar fiduciary,  or shall make an assignment for the benefit of creditors, or
any  petition  for an order  for  relief  shall be  filed by or  against  either
Borrower under the Bankruptcy Code (if against a Borrower,  the  continuation of
such  proceeding  for more than 45 days),  or a Borrower shall make any offer of
settlement, extension or composition to its unsecured creditors generally.

     10.1.10 Business Disruption; Condemnation. There shall occur a cessation of
a  substantial  part of the  business  of  either  Borrower  for a period  which
significantly  affects either Borrower's capacity to continue its business, on a
profitable  basis; or either Borrower shall suffer the loss or revocation of any
license or permit now held or  hereafter  acquired by either  Borrower  which is
necessary  to the  continued  or lawful  operation  of its  business;  or either
Borrower  shall  be  enjoined,  restrained  or in any way  prevented  by  court,
governmental or administrative order from conducting all or any material part of
its  business  affairs;  or any material  lease or  agreement  pursuant to which
either  Borrower  leases,  uses or occupies  any  Property  shall be canceled or
terminated  prior to the expiration of its stated term and such  cancellation or
termination  will have a material  adverse effect on such  Borrower's  business,
financial  condition,  Collateral  or prospects;  or any part of the  Collateral
shall be taken  through  condemnation  or the  value of such  Property  shall be
impaired through condemnation.

     10.1.11  Change of  Ownership.  Any transfer of the issued and  outstanding
shares of common  stock or other  evidence  of  ownership  of such  Borrower  or
election of the Board of Directors which would constitute a Change of Control in
such Borrower

     10.1.12  ERISA.  A Reportable  Event shall occur which Lender,  in its sole
discretion,   shall  determine  in  good  faith  constitutes   grounds  for  the
termination by the Pension Benefit  Guaranty  Corporation of any Plan or for the
appointment by the appropriate United States district court of a trustee for any
Plan, or if any Plan shall be terminated in a "distress termination" pursuant to
Section 4041(c)  or any such  trustee  shall be requested  or  appointed,  or if
either Borrower is in "default" (as defined in Section 4219(c)(5) of ERISA) with
respect to payments  to a  Multiemployer  Plan  resulting  from such  Borrower's
complete or partial withdrawal from such Plan.

<PAGE>
     10.1.13  Challenge to  Agreement.  Either  Borrower or any  Subsidiary of a
Borrower  shall  challenge  or contest in any  action,  suit or  proceeding  the
validity or enforceability of this Agreement or any of the other Loan Documents,
the legality or  enforceability  of any of the  Obligations or the perfection or
priority of any Lien granted to Lender.

     10.1.14 Criminal Action or Forfeiture. Either Borrower or any Subsidiary of
a Borrower shall be criminally  indicted or convicted under any law or engage in
any conduct which is reasonably likely to result in a forfeiture of any material
Property of a Borrower or any Subsidiary of a Borrower.

     10.1.15  Judgments  or  Executions.  Except as set forth on Exhibit  7.1.20
hereto, any money judgment or judgments in excess of $25,000.00,  or any writ of
attachment, execution or similar process is filed against Borrower.

     . Without in any way limiting the right of Lender to demand  payment of any
portion of the  Obligations  payable on demand in  accordance  with  Section 3.2
hereof, upon or at any time after the occurrence of an Event of Default,  all or
any  portion of the  Obligations  shall,  at the  option of Lender  and  without
presentment, demand, protest or further notice by Lender, become at once due and
payable and Borrowers  shall  forthwith  pay to Lender,  the full amount of such
Obligations, provided, that upon the occurrence of an Event of Default specified
in subsection 10.1.9 hereof,  all of the Obligations shall become  automatically
due and payable without declaration, notice or demand by Lender.

     . Upon and after the  occurrence of an Event of Default,  Lender shall have
and may  exercise  from time to time the  following  rights and remedies (to the
full extent permitted by applicable law):

     10.3.1 All of the rights and remedies of a secured  party under the Code or
under other  applicable  law, and all other legal and equitable  rights to which
Lender may be entitled, all of which rights and remedies shall be cumulative and
shall be in addition to any other rights or remedies contained in this Agreement
or any of the other Loan Documents, and none of which shall be exclusive.

     10.3.2 The right to take immediate possession of the Collateral, and to (i)
require Borrowers to assemble the Collateral, at Borrowers' expense, and make it
available  to  Lender  at a place  designated  by  Lender  which  is  reasonably
convenient  to both  parties,  and (ii)  enter  any  premises  where  any of the
Collateral  shall  be  located  and to keep and  store  the  Collateral  on said
premises  until  sold  (and if  said  premises  be the  Property  of  Borrowers,
Borrowers agree not to charge Lender for storage thereof).

<PAGE>
     10.3.3 The right to sell or otherwise  dispose of all or any  Collateral in
its then condition, or after any further manufacturing or processing thereof, at
public or private sale or sales,  with such notice as may be required by law, in
lots or in bulk, for cash or on credit,  all as Lender,  in its sole discretion,
may deem  advisable.  Borrowers  agree  that  seven (7) days  written  notice to
Borrowers of any public or private sale or other disposition of Collateral shall
be reasonable notice thereof, and such sale shall be at such locations as Lender
may designate in said notice.  Lender shall have the right to conduct such sales
on Borrowers' premises, without charge therefor, and such sales may be adjourned
from time to time in accordance with applicable law. Lender shall have the right
to sell, lease or otherwise dispose of the Collateral,  or any part thereof, for
cash, credit or any combination thereof, and Lender may purchase all or any part
of the  Collateral at public or, if permitted by law,  private sale and, in lieu
of actual payment of such purchase  price,  may set off the amount of such price
against the Obligations.  The proceeds  realized from the sale of any Collateral
may be applied,  after allowing two (2) Business Days for  collection,  first to
the costs,  expenses and  attorneys'  fees incurred by Lender in collecting  the
Obligations,  in enforcing the rights of Lender under the Loan  Documents and in
collecting, retaking, completing, protecting, removing, storing, advertising for
sale, selling and delivering any Collateral; second to the interest due upon any
of the  Obligations;  and third,  to the  principal of the  Obligations.  If any
deficiency shall arise, Borrowers shall remain liable to Lender therefor.

     10.3.4  Upon an Event of  Default,  Lender is hereby  granted a license  or
other right to use,  without charge,  Borrowers'  labels,  patents,  copyrights,
rights of use of any name, trade secrets, tradenames, trademarks and advertising
matter,  or any Property of a similar nature,  as it pertains to the Collateral,
in advertising  for sale and selling any Collateral and Borrowers'  rights under
all licenses and all franchise agreements shall inure to Lender's benefit.

     10.3.5 Lender may, at its option,  reduce or modify the Borrowing Base , or
any portion thereof or the advance rates or to take  additional  reserves in the
Borrowing Base.

<PAGE>
     .  All   covenants,   conditions,   provisions,   warranties,   guaranties,
indemnities, and other undertakings of Borrowers contained in this Agreement and
the other Loan Documents,  or in any document referred to herein or contained in
any  agreement  supplementary  hereto  or in any  schedule  given to  Lender  or
contained  in any other  agreement  between  Lender and  Borrowers,  heretofore,
concurrently,  or hereafter  entered into, shall be deemed cumulative to and not
in derogation or substitution  of any of the terms,  covenants,  conditions,  or
agreements  of  Borrowers  herein  contained.  The failure or delay of Lender to
require strict performance by Borrowers of any provision of this Agreement or to
exercise or enforce any rights,  Liens,  powers, or remedies  hereunder or under
any of the  aforesaid  agreements  or other  documents or security or Collateral
shall not operate as a waiver of such  performance,  Liens,  rights,  powers and
remedies,  but all such requirements,  Liens, rights, powers, and remedies shall
continue  in full  force and  effect  until all Loans and all other  Obligations
owing or to become  owing  from  Borrowers  to  Lender  shall  have  been  fully
satisfied.  None of the  undertakings,  agreements,  warranties,  covenants  and
representations  of Borrowers  contained  in this  Agreement or any of the other
Loan  Documents and no Event of Default by either  Borrower under this Agreement
or any other Loan Documents  shall be deemed to have been suspended or waived by
Lender,  unless  such  suspension  or  waiver  is by an  instrument  in  writing
specifying  such  suspension  or  waiver  and is  signed  by a  duly  authorized
representative  of Lender and directed to Borrowers.  Nothing  herein  contained
shall at any time  compel  Lender  to  accept  at any time any cure  offered  or
proposed by Borrowers or any other Person as to any Event of Default.


SECTION 11.   MISCELLANEOUS

     . Each Borrower hereby irrevocably designate,  make, constitute and appoint
Lender  (and all Persons  designated  by Lender) as  Borrowers'  true and lawful
attorney (and  agent-in-fact) and Lender, or Lender's agent, may, without notice
to Borrowers and in either  Borrowers's  or Lender's  name,  but at the cost and
expense of Borrowers:

     11.1.11  At such  time or  times  as  Lender  or said  agent,  in its  sole
discretion,  may  determine,  endorse  Borrowers'  name  on any  checks,  notes,
acceptances,  drafts,  money orders or any other evidence of payment or proceeds
of the  Collateral  which come into the  possession of Lender or under  Lender's
control.

     11.1.12 At such time or times as Lender or its agent in its sole discretion
may  determine:  (i) demand  payment of the Accounts  from the Account  Debtors,
enforce payment of the Accounts by legal proceedings or otherwise, and generally
exercise all of Borrowers' rights and remedies with respect to the collection of
the Accounts;  (ii) receive, open and dispose of all mail addressed to Borrowers
and to notify postal  authorities to change the address for delivery  thereof to
such address as Lender may  designate;  (iii) endorse the name of Borrowers upon
any of the items of payment or proceeds  relating to any  Collateral and deposit
the same to the account of Lender on account of the  Obligations;  (iv)  endorse
the name of Borrowers upon any chattel  paper,  document,  instrument,  invoice,
freight bill,  bill of lading or similar  document or agreement  relating to the
Accounts,  Inventory and any other Collateral; (v) use Borrowers' stationery and
sign the name of each  Borrower to  verifications  of the  Accounts  and notices
thereof to Account Debtors; (vi) use the information recorded on or contained in
any data processing equipment and computer hardware and software relating to the
Accounts, Inventory, Equipment and any other Collateral; (vii) do all other acts
and  things  necessary,  in  Lender's   determination,   to  fulfill  Borrowers'
obligations under this Agreement.  Upon a Default or Event of Default, Lender or
its agent in its sole discretion may determine:(i) settle,  adjust,  compromise,
discharge  or  release  any of the  Accounts  or other  Collateral  or any legal
proceedings  brought to collect any of the  Accounts or other  Collateral;  (ii)
sell or assign any of the Accounts  and other  Collateral  upon such terms,  for
such  amounts and at such time or times as Lender  deems  advisable;  (iii) take
control,  in any  manner,  of any item of payment or  proceeds  relating  to any
Collateral;  (iv) prepare, file and sign Borrowers' names to a proof of claim in
bankruptcy or similar  document  against any Account  Debtor or to any notice of
lien,  assignment or satisfaction of lien or similar document in connection with
any of the  Collateral;  (v) make and adjust claims under policies of insurance;
and (vi) do all other acts and things necessary, in Lender's  determination,  to
fulfill Borrowers' obligations under this Agreement.

<PAGE>
     . Borrowers  hereby agree to indemnify Lender and hold Lender harmless from
and against  any  liability,  loss,  damage,  suit,  action or  proceeding  ever
suffered or incurred by Lender (including attorneys' fees and legal expenses) as
the result of  Borrowers'  failure to observe,  perform or discharge  Borrower's
duties  hereunder,  provided  that,  Borrowers  shall  not  be  liable  for  any
liability,  loss,  damage,  suit,  action or proceeding  arising out of Lender's
gross  negligence and willful  misconduct.  In addition,  Borrowers shall defend
Lender  against and save it harmless  from all claims of any Person with respect
to the  Collateral.  Without  limiting the  generality of the  foregoing,  these
indemnities  shall extend to any claims  asserted  against  Lender by any Person
under any  Environmental  Laws or similar  laws by reason of  Borrowers'  or any
other  Person's  failure to comply with laws  applicable  to solid or  hazardous
waste  materials  or  other  toxic  substances.   Notwithstanding  any  contrary
provision in this Agreement,  the obligation of Borrower under this Section 11.2
shall survive the payment in full of the Obligations and the termination of this
Agreement.

     . This  Agreement  may not be  modified,  altered or amended,  except by an
agreement in writing  signed by Borrowers  and Lender.  Borrowers  may not sell,
assign or  transfer  any  interest  in this  Agreement,  any of the  other  Loan
Documents, or any of the Obligations, or any portion thereof, including, without
limitation,  Borrowers' rights, title, interests,  remedies,  powers, and duties
hereunder or thereunder.  Borrowers  hereby  consent to Lender's  participation,
sale, assignment, transfer or other disposition, at any time or times hereafter,
of this Agreement and any of the other Loan Documents,  or of any portion hereof
or thereof. In the case of an assignment, the assignee shall have, to the extent
of such assignment,  the same rights, benefits and obligations as it would if it
were  "Lender"  hereunder  and  Lender  shall  be  relieved  of all  obligations
hereunder upon any such assignments.  Borrowers' agree that it will use its best
efforts to assist and cooperate with Lender in any manner  reasonably  requested
by Lender to effect the sale of  participations  in or assignments of any of the
Loan Documents or any portion thereof or interest  therein,  including,  without
limitation,  assisting in the preparation of appropriate  disclosure  documents.
Borrowers  further agree that Lender may disclose credit  information  regarding
Borrower to any potential participant or assignee.

     . Wherever possible,  each provision of this Agreement shall be interpreted
in such manner as to be  effective  and valid under  applicable  law, but if any
provision of this Agreement  shall be prohibited by or invalid under  applicable
law, such provision shall be ineffective  only to the extent of such prohibition
or  invalidity,  without  invalidating  the  remainder of such  provision or the
remaining provisions of this Agreement.

     . This Agreement,  the Other Agreements and the Security Documents shall be
binding upon and inure to the benefit of the  successors and assigns of Borrower
and Lender.

<PAGE>
     . The  provisions of the Other  Agreements  and the Security  Documents are
hereby  made  cumulative  with  the  provisions  of this  Agreement.  Except  as
otherwise provided in Section 3.2 hereof and except as otherwise provided in any
of the other Loan Documents by specific reference to the applicable provision of
this  Agreement,  if any  provision  contained  in this  Agreement  is in direct
conflict  with,  or  inconsistent  with,  any provision in any of the other Loan
Documents, the provision contained in this Agreement shall govern and control.

     . This  Agreement  may be  executed  in any number of  counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed  and  delivered  shall be  deemed  to be an  original  and all of which
counterparts taken together shall constitute but one and the same instrument.

     . Except as otherwise provided herein, all notices, requests and demands to
or upon a party hereto,  to be effective,  shall be in writing and shall be sent
by certified or registered mail, return receipt requested,  by personal delivery
against  receipt,  by overnight  courier or by facsimile and,  unless  otherwise
expressly provided herein, shall be deemed to have been validly served, given or
delivered  immediately when delivered  against receipt,  three (3) Business Days
after  deposit  in the mail,  postage  prepaid,  or one (1)  Business  Day after
delivery to an overnight courier or, in the case of facsimile notice, when sent,
addressed as follows:

                  If to Lender:     Fleet Bank, N.A.
                                    ABL Department
                                    Mail Stop NJSPW03I
                                    1125 Route 22 West (3rd Floor)
                                    Bridgewater, NJ 08807
                                    Attention: Michael J. Byrne
                                    Facsimile No.: (908) 253-4062

                  With a copy to:   Blank Rome Comisky & McCauley LLP
                                    One Logan Square
                                    Philadelphia, PA  19103
                                    Attention: Lawrence F. Flick II, Esquire
                                    Facsimile No.: 215-569-5522

                  If to Borrower:   Open Plan System, Inc.
                                    4299 Carolina Avenue
                                    Building C
                                    Richmond, VA   23222
                                    Attention:   Jack Hobey, President
                                    Facsimile No.: (804) 228-5656

                  With a copy to:   Williams, Mullen, Christian & Dobbins
                                    1021 East Cary Street, 16th Floor
                                    Richmond, VA 23219
                                    Attention: Michael Buseck, Esquire
                                               Theodore L. Chandler Jr., Esquire
                                            Facsimile No.: 804-783-6507

<PAGE>
or to such other  address as each party may designate for itself by notice given
in  accordance  with this  Section  11.8;  provided,  however,  that any notice,
request or demand to or upon Lender  pursuant to  subsections  2.1.1.,  3.1.1 or
4.2.2 hereof shall not be effective until received by Lender.

     .  Whenever  Lender's  consent  is  required  to  be  obtained  under  this
Agreement,  any of the Other  Agreements  or any of the Security  Documents as a
condition  to  any  action,  inaction,  condition  or  event,  Lender  shall  be
authorized to give or withhold such consent in its sole and absolute  discretion
and to condition its consent upon the giving of additional  collateral  security
for the Obligations, the payment of money or any other matter.

     . Each Borrower  hereby  authorizes  and permits Lender to respond to usual
and customary  credit inquiries from third parties  concerning  either Borrower;
provided, however, that Lender shall have no duty or obligation to so respond or
continue to respond.

     . Time is of the essence of this  Agreement,  the Other  Agreements and the
Security Documents.

     . This  Agreement  and the other Loan  Documents,  together  with all other
instruments,  agreements and certificates  executed by the parties in connection
therewith  or with  reference  thereto,  embody  the  entire  understanding  and
agreement  between the parties  hereto and thereto  with  respect to the subject
matter hereof and thereof and supersede all prior agreements, understandings and
inducements, whether express or implied, oral or written.

     . No provision of this Agreement or any of the other Loan  Documents  shall
be construed  against or interpreted to the  disadvantage of any party hereto by
any court or other  governmental  or judicial  authority by reason of such party
having or being deemed to have structured or dictated such provision.

<PAGE>
     . THIS AGREEMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED IN NEW JERSEY.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW JERSEY; PROVIDED,  HOWEVER, THAT IF ANY OF THE COLLATERAL SHALL
BE  LOCATED  IN ANY  JURISDICTION  OTHER  THAN  NEW  JERSEY,  THE  LAWS  OF SUCH
JURISDICTION  SHALL GOVERN THE METHOD,  MANNER AND PROCEDURE FOR  FORECLOSURE OF
LENDER'S  LIEN  UPON SUCH  COLLATERAL  AND THE  ENFORCEMENT  OF  LENDER'S  OTHER
REMEDIES  IN RESPECT  OF SUCH  COLLATERAL  TO THE  EXTENT  THAT THE LAWS OF SUCH
JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT  WITH THE LAWS OF NEW JERSEY. AS
PART OF THE CONSIDERATION FOR NEW VALUE RECEIVED,  AND REGARDLESS OF ANY PRESENT
OR FUTURE  DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF EITHER BORROWER OR LENDER,
EACH BORROWER  HEREBY  CONSENTS AND AGREES THAT THE SUPERIOR COURT OF NEW JERSEY
OR, AT LENDER'S OPTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW
JERSEY,  SHALL HAVE EXCLUSIVE  JURISDICTION  TO HEAR AND DETERMINE ANY CLAIMS OR
DISPUTES  BETWEEN  BORROWER AND LENDER  PERTAINING  TO THIS  AGREEMENT OR TO ANY
MATTER  ARISING OUT OF OR RELATED TO THIS  AGREEMENT.  EACH  BORROWER  EXPRESSLY
SUBMITS  AND  CONSENTS  IN  ADVANCE TO SUCH  JURISDICTION  IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT, AND EACH BORROWER HEREBY WAIVES ANY OBJECTION WHICH
BORROWER MAY HAVE BASED UPON LACK OF PERSONAL  JURISDICTION,  IMPROPER  VENUE OR
FORUM NON  CONVENIENS  AND  HEREBY  CONSENTS  TO THE  GRANTING  OF SUCH LEGAL OR
EQUITABLE  RELIEF AS IS DEEMED  APPROPRIATE BY SUCH COURT.  EACH BORROWER HEREBY
WAIVES  PERSONAL  SERVICE OF THE SUMMONS,  COMPLAINT AND OTHER PROCESS ISSUED IN
ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH  SUMMONS,  COMPLAINT AND
OTHER PROCESS MAY BE MADE BY REGISTERED  OR CERTIFIED  MAIL  ADDRESSED TO EITHER
BORROWER  AT THE ADDRESS SET FORTH IN THIS  AGREEMENT  AND THAT  SERVICE SO MADE
SHALL BE DEEMED COMPLETED UPON THE EARLIER OF BORROWERS'  ACTUAL RECEIPT THEREOF
OR THREE (3) DAYS  AFTER  DEPOSIT IN THE U.S.  MAILS,  PROPER  POSTAGE  PREPAID.
NOTHING  IN THIS  AGREEMENT  SHALL BE DEEMED OR  OPERATE  TO AFFECT THE RIGHT OF
LENDER TO SERVE  LEGAL  PROCESS  IN ANY OTHER  MANNER  PERMITTED  BY LAW,  OR TO
PRECLUDE THE  ENFORCEMENT  BY LENDER OF ANY  JUDGMENT OR ORDER  OBTAINED IN SUCH
FORUM OR THE TAKING OF ANY ACTION  UNDER THIS  AGREEMENT  TO ENFORCE SAME IN ANY
OTHER APPROPRIATE FORUM OR JURISDICTION.

<PAGE>
     . EACH BORROWER  WAIVES (i) THE RIGHT TO TRIAL BY JURY (WHICH LENDER HEREBY
ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING
OUT OF OR  RELATED  TO  ANY  OF  THE  LOAN  DOCUMENTS,  THE  OBLIGATIONS  OR THE
COLLATERAL:  (ii)  PRESENTMENT,  DEMAND AND PROTEST  AND NOTICE OF  PRESENTMENT,
PROTEST,  DEFAULT,  NON  PAYMENT,  MATURITY,  RELEASE,  COMPROMISE,  SETTLEMENT,
EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS,  CONTRACT RIGHTS,
DOCUMENTS,  INSTRUMENTS  CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY LENDER
ON WHICH  EITHER  BORROWER  MAY IN ANY WAY BE LIABLE  AND  HEREBY  RATIFIES  AND
CONFIRMS  WHATEVER  LENDER  MAY DO IN THIS  REGARD;  (iii)  EXCEPT AS  OTHERWISE
EXPRESSLY  PROVIDED BY THIS  AGREEMENT,  NOTICE  PRIOR TO TAKING  POSSESSION  OR
CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY
COURT PRIOR TO ALLOWING  LENDER TO EXERCISE ANY OF LENDER'S  REMEDIES;  (iv) THE
BENEFIT OF ALL  VALUATION,  APPRAISEMENT  AND EXEMPTION  LAWS; AND (v) NOTICE OF
ACCEPTANCE HEREOF.  EACH BORROWER  ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A
MATERIAL  INDUCEMENT TO LENDER'S ENTERING INTO THIS AGREEMENT AND THAT LENDER IS
RELYING UPON THE FOREGOING  WAIVERS IN ITS FUTURE DEALINGS WITH BORROWERS.  EACH
BORROWER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH
ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS
FOLLOWING  CONSULTATION  WITH LEGAL COUNSEL.  IN THE EVENT OF  LITIGATION,  THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     IN WITNESS  WHEREOF,  this  Agreement has been duly executed on the day and
year specified at the beginning of this Agreement.

                        OPEN PLAN SYSTEMS, INC.


                        By:                                      


                        IMMACULATE EAGLE, INC. d/b/a Total Facilities Management


                        By:                                                     
Accepted:

FLEET BANK, N.A.


By:                                                  
         Michael J. Byrne, Vice President
<PAGE>
                                   APPENDIX A

                               GENERAL DEFINITIONS

     When used in the Loan and  Security  Agreement  dated as of  November ____,
1998,  by and among Fleet Bank,  N.A.,  Open Plan Systems,  Inc. and  Immaculate
Eagle,  Inc.,  the  following  terms shall have the  following  meanings  (terms
defined in the  singular  to have the same  meaning  when used in the plural and
vice versa):

     Account  Debtor - any  Person who is or may  become  obligated  under or on
account of an Account.

     Accounts -  collectively,  all Accounts,  contract  rights,  Chattel Paper,
Instruments and Documents, whether now owned or hereafter created or acquired by
Borrowers or in which Borrowers now have or hereafter acquired any interest.

     Acquisition - that certain  acquisition by OPSI of all  outstanding  common
stock of IEI pursuant to that certain  Purchase  Agreement dated October 1, 1996
by and between OPSI and IEI.

     Adjusted LIBOR Rate - For any LIBOR Interest Period,  as applied to a LIBOR
Rate Loan, the rate per annum (rounded upwards, if necessary to the next 1/16 of
1%) determined pursuant to the following formula:

                  Adjusted Libor Rate =            Libor Rate       
                                                     (1.00 - Reserve Percentage)

     The term "LIBOR Rate" shall mean, as applicable to any LIBOR Rate Loan, the
rate per annum (rounded upward, if necessary to the nearest 1/32 of one percent)
as determined  on the basis of the offered  rates for deposits in U.S.  dollars,
for a period of time comparable to such LIBOR Rate which appears on the Telerate
page 3750 as of 11:00 a.m. London time on the day that is two (2) London Banking
Days preceding the first day of such LIBOR Rate; provided,  however, if the rate
described  above  does not  appear  on the  Telerate  System  on any  applicable
interest  determination  date, the LIBOR Rate shall be the rate (rounded upwards
as  described  above,  if  necessary)  for  deposits  in  dollars  for a  period
substantially  equal to the interest period on the Reuters Page "LIBOR" (or such
other page as may  replace  the LIBOR Page on that  service  for the  purpose of
displaying such rates),  as of 11:00 a.m.  (London Time), on the day that is two
(2) London Banking Days prior to the beginning of such interest period.

     Affiliate  - a Person  (other  than a  Subsidiary):  (i) which  directly or
indirectly through one or more intermediaries  controls, or is controlled by, or
is under common control with, a Person; (ii) which beneficially owns or holds 5%
or more of any class of the Voting Stock of a Person; or (iii) 5% or more of the
Voting Stock (or in the case of a Person which is not a corporation,  5% or more
of the equity interest) of which is beneficially  owned or held by a Person or a
Subsidiary of a Person.
<PAGE>
     Agreement  - the Loan  and  Security  Agreement  referred  to in the  first
sentence of this Appendix A, all Exhibits thereto and this Appendix A as each of
the same may be amended,  modified,  renewed,  extended,  replaced,  restated or
substituted from time to time.

     Aggregate  Adjusted  Availability  - an amount equal to the Borrowing  Base
less the sum of (i) the amount of Revolving  Credit Loans  outstanding as of the
date any such  calculation is made (including Loans requested to be made on such
date)  plus  (ii) all  sums  due and  owing  to  trade  creditors  which  remain
outstanding  beyond  normal  trade  terms  (as set forth in this  Agreement)  or
special  terms  granted in writing by trade  creditors,  plus (iii) any reserves
against the Borrowing Base, plus (iv) closing payments and expenses.

     Applicable  Margin  - a  marginal  rate of  interest  which is added to the
Adjusted  LIBOR Rate or  Floating  Rate,  as the case may be, to  determine  the
effective  rate of interest on LIBOR Rate Loans or Floating  Rate Loans,  as the
case may be. The  Applicable  Margin (i) for LIBOR Rate Loans shall be 2.50% and
(ii) for Floating  Rate Loans shall be .50%. If no Event of Default has occurred
or exists, and provided,  Borrowers'  Financial Statements for December 31, 1999
fiscal year end reflect a pretax  profit of Borrowers of at least  $2,000,000.00
(such  Financial  Statements  delivered  pursuant  to  Section  8.1.3(i)),   the
Applicable  Margin for LIBOR Rate Loans and Floating Rate Loans shall be reduced
by .25%.  Furthermore,  if no Event of  Default  has  occurred  or  exists,  and
provided,  Borrowers' Financial Statements for December 31, 2000 fiscal year end
reflect a pretax profit of Borrowers of at least  $2,500,000.00  (such Financial
Statements  delivered pursuant to Section  8.1.3(i)),  the Applicable Margin for
LIBOR  Rate  Loans and  Floating  Rate  Loans  shall be reduced by .25% from the
Applicable  Margin then in effect.  The Applicable Margin shall be adjusted five
(5) Business Days after receipt of the applicable Financial  Statements.  At any
time that such Financial Statements are required to be delivered under the terms
of this Agreement and is not so delivered,  then the Applicable  Margin shall be
the highest  rate  specified  for the subject  type of Loan until the  Financial
Statements are so delivered.

     Authorized  Officer - any officer of Borrowers  authorized by resolution of
the  Board  of  Directors  of  Borrowers  to  execute  documents,   instruments,
certificates and agreements on behalf of Borrowers in favor of Lender and who is
identified on the incumbency certificate referenced in Section 9.1(B) herein.

     Availability -  the amount of money which  Borrowers are entitled to borrow
from time to time as Revolving  Credit Loans,  such amount being the  difference
derived  when the sum of the  principal  amount of  Revolving  Credit Loans then
outstanding (including any amounts which Lender may have paid for the account of
Borrowers  pursuant  to any of the  Loan  Documents  and  which  have  not  been
reimbursed  by  Borrowers)  is  subtracted  from the  lesser of (i) the  Maximum
Revolving Credit Amount or (ii) the Borrowing Base. If the amount outstanding is
equal to or greater than the lesser of (i) Maximum  Revolving  Credit  Amount or
(ii) the Borrowing Base, Availability is 0.

     Bank -  Fleet  Bank,  N.A.  or such  other  bank as  Lender  may  hereafter
designate.

<PAGE>
     Borrowing Base - as at any date of determination  thereof,  an amount up to
the sum of 80% of the face  value of  Borrower's  Eligible  Accounts  minus such
reserves as Lender may have established from time to time.

     Borrowing Base  Certificate - the  certificate  signed by the controller or
accounting  manager of  Borrowers  showing the status of  Borrowers'  Inventory,
outstanding  Revolving Credit Loans and other information in the form of Exhibit
A-1 to the Agreement.

     Business Day - any day  excluding  Saturday,  Sunday and any day which is a
legal  holiday  under the laws of the  State of New  Jersey or is a day on which
banking institutions located in such state are closed.

     Capital  Expenditures - cash  expenditures  made for the acquisition of any
fixed assets or improvements,  replacements,  substitutions or additions thereto
which have a useful life of more than one year,  including  the total  principal
portion  of  Capitalized  Lease  Obligations  excluding   expenditures  for  the
replacement  of any  assets  leased  under a  Capitalized  Lease  Obligation  in
connection with a casualty or loss thereof.

     Cash Flow - for any period means  Borrowers' (i) Adjusted Net Earnings from
Operations  for such period plus (ii)  depreciation,  interest and  amortization
expenses for such period plus (iii)  deferred  taxes for such period,  less (iv)
non-financed  Capital  Expenditures,  less (v) principal  payments on account of
current maturities of long-term Indebtedness and less (vi) principal payments on
Capitalized Lease Obligations, all as determined in accordance with GAAP.

     Capitalized Lease Obligation - any Indebtedness  represented by obligations
under a  lease  that is  required  to be  capitalized  for  financial  reporting
purposes in accordance with GAAP.

     "Change of Control"  means (i) a "Person" or a "group"  (within the meaning
of Sections  13(d) and  14(d)(ii) of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act") becomes the ultimate "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act) of more than 30% of the total voting power
of the voting stock of the Borrowers on a fully diluted basis or (ii) a majority
of the Board of Directors of the  Borrowers  then in office shall not consist of
individuals  who on the Closing  Date  constitute  the Board of Directors of the
Borrowers or new directors  whose  election or whose  nomination for election by
stockholders, was approved by at least two thirds of the members of the Board of
Directors  then in office who were either  members of the Board of  Directors on
the Closing Date or whose election or nomination was previously so approved.

     Closing Date - the date on which all of the conditions precedent in Section
9 of the  Agreement  are  satisfied and the initial Loan is made or issued under
the Agreement.
<PAGE>
     Code - the Uniform  Commercial Code as adopted and in force in the State of
New Jersey and as from time to time in effect.

     Collateral  - all of the Property  and  interests in Property  described in
Section 5 of the  Agreement,  and all other  Property and  interests in Property
that  now  or  hereafter  secure  the  payment  and  performance  of  any of the
Obligations.

     Collateral Update  Certificate - as defined in subsection  8.1.3(vi) of the
Agreement.

     Consolidated and  Consolidating - the  consolidation  and  consolidating in
accordance  with  GAAP of the  accounts  or other  items as to which  such  term
applies.

     Current  Liabilities  - at any date  means  the  amount at which all of the
current  liabilities  of a  Person  would  be  properly  classified  as  current
liabilities on a balance sheet at such date in accordance  with GAAP  (including
the  Revolving  Credit  Loans  and  the  current  maturities  of  any  long-term
Indebtedness).

     Default - 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.

     Default Rate - as defined in subsection 2.1.2 of the Agreement.

     Distribution - in respect of any  corporation  means and includes:  (i) the
payment  of any  dividends  or  other  distributions  on  capital  stock  of the
corporation  (except  distributions  in such stock) and (ii) the  redemption  or
acquisition of Securities unless made contemporaneously from the net proceeds of
the sale of Securities.

     Dominion  Account - a special  account of Lender  established  by Borrowers
pursuant to the  Agreement  at Lender and over which  Lender shall have sole and
exclusive access and control for withdrawal purposes.

     EBIT - means the  following,  without  duplication,  for any  period,  each
calculated  for such period:  (a) net income plus (b) any provision for (or less
any benefit from) income taxes and franchise taxes deducted in the determination
of net income;  plus (c) interest expense  deducted in the  determination of net
income  (including  any bank charges,  fees or costs);  plus (d) losses (or less
gains)  from  asset  dispositions  or other  non-cash  items  (excluding  sales,
expenses or losses related to current assets)  included in the  determination of
net  income;  less  (e)  after  tax  extraordinary  gains  (or  plus  after  tax
extraordinary losses), each of the above calculated in accordance with GAAP.

     Effective  Tangible  Net Worth - means the  Tangible Net Worth of Borrowers
plus  Subordinated  Debt plus indebtedness due from Borrowers to shareholders of
Borrowers as of the date hereof.

<PAGE>
     Eligible  Account - an  Account  arising in the  ordinary  course of either
Borrower's  business  from  the sale of goods or  rendition  of  services  which
Lender, in its sole credit judgment,  deems to be an Eligible  Account.  Without
limiting  the  generality  of the  foregoing,  no Account  shall be an  Eligible
Account if:

          (i) it arises out of a sale made by a Borrower to a  Subsidiary  or an
     Affiliate  of a Borrower or to a Person  controlled  by an  Affiliate  of a
     Borrower; or

          (ii) it is due or unpaid more than ninety (90) days after the original
     invoice date; or

          (iii) 50% or more of the  Accounts  from the  Account  Debtor  are not
     deemed Eligible Accounts hereunder; or

          (iv)  any  covenant,  representation  or  warranty  contained  in  the
     Agreement with respect to such Account has been breached; or

          (v) the Account Debtor is also Borrower's creditor or supplier, or the
     Account Debtor has disputed  liability with respect to such Account (to the
     extent of such dispute, as determined by Lender), or the Account Debtor has
     made any claim with  respect  to any other  Account  due from such  Account
     Debtor to a  Borrower  (to the extent of such  dispute,  as  determined  by
     Lender),  or the Account otherwise is or may become subject to any right of
     setoff by the Account Debtor; or

          (vi) the  Account  Debtor has  commenced  a  voluntary  case under the
     federal bankruptcy laws, as now constituted or hereafter  amended,  or made
     an assignment for the benefit of creditors, or a decree or order for relief
     has been entered by a court having  jurisdiction in the premises in respect
     of the Account Debtor in an involuntary  case under the federal  bankruptcy
     laws, as now  constituted  or hereafter  amended,  or any other petition or
     other  application  for relief under the federal  bankruptcy  laws has been
     filed  against the  Account  Debtor,  or if the Account  Debtor has failed,
     suspended  business,  ceased to be Solvent,  or  consented to or suffered a
     receiver,  trustee,  liquidator  or custodian to be appointed for it or for
     all or a significant portion of its assets or affairs; or

          (vii) it arises  from a sale to an Account  Debtor  outside the United
     States and Canada,  unless the sale is on letter of credit,  foreign credit
     insurance,  guaranty or acceptance terms, in each case acceptable to Lender
     in its sole discretion; or

          (viii) it arises from a sale to the Account Debtor on a bill-and-hold,
     guaranteed sale, sale-or-return, sale-on-approval, consignment or any other
     repurchase or return basis; or
<PAGE>
          (ix) the  Account  Debtor  is the  United  States  of  America  or any
     department,  agency or instrumentality thereof, unless Borrower assigns its
     right to payment of such  Account to Lender,  in a manner  satisfactory  to
     Lender,  so as to comply  with the  Assignment  of  Claims  Act of 1940 (31
     U.S.C. 203 et seq., as amended); or

          (x)  the  Account  is  not at  all  times  subject  to  Lender's  duly
     perfected,  first priority security interest and no other Lien other than a
     Permitted Lien; or

          (xi) the goods giving rise to such Account have not been  delivered to
     and  accepted by the  Account  Debtor or the  services  giving rise to such
     Account have not been performed by the applicable  Borrower and accepted by
     the Account  Debtor or the  Account  otherwise  does not  represent a final
     sale; or

          (xii) the Account is evidenced by chattel  paper or an  instrument  of
     any kind, or has been reduced to judgment; or

          (xiii) the applicable Borrower has made any agreement with the Account
     Debtor for any deduction  therefrom,  including,  without  limitation,  any
     rebate offered by such Borrower (to the extent of such deduction or rebate,
     as determined by Lender), except for discounts or allowances which are made
     in the ordinary  course of business for prompt payment and which  discounts
     or allowances  are reflected in the  calculation  of the face value of each
     invoice related to such Account; or

          (xiv) it is otherwise deemed  unacceptable by Lender in its reasonable
     discretion.

          Environmental  Laws  - all  federal,  state  and  local  laws,  rules,
     regulations,  ordinances,  programs,  permits, guidance, orders and consent
     decrees relating to environmental matters.

          Equipment  -  collectively,  all  machinery,   apparatus,   equipment,
     fittings,  furniture,  fixtures, motor vehicles and other tangible personal
     Property  (other  than  Inventory)  of every kind and  description  used in
     either Borrower's operations or owned by either Borrower or in which either
     Borrower has an interest, whether now owned or hereafter acquired by either
     Borrower and wherever located, and all parts, accessories and special tools
     and all increases and accessions thereto and substitutions and replacements
     therefor.

          ERISA - the  Employee  Retirement  Income  Security  Act of  1974,  as
     amended,  and all  rules  and  regulations  from  time to time  promulgated
     thereunder.

          Event of Default - as defined in Section 10.1 of the Agreement.

          Existing Lenders - Crestar Bank, N.A.

<PAGE>
          Financial  Statements - The  consolidated  and  consolidating  balance
     sheets,  income statements,  statements of cash flows and statements of the
     Borrowers,  all prepared in accordance  with GAAP and provided by Borrowers
     pursuant to Section  8.1.3(i)  hereof.  All Financial  Statements shall set
     forth the current Fiscal Year.

          Floating  Rate - a rate of  interest  equal to the Prime Rate plus the
     Applicable Margin.

          Floating Rate Loans - collectively,  all Loans bearing interest at the
     Floating  Rate.  GAAP - generally  accepted  accounting  principles  in the
     United States of America in effect from time to time.

          General Intangibles - collectively, all personal property of Borrowers
     (including  things in action) other than goods,  Accounts,  Chattel  Paper,
     Documents, Instruments, Investment Property and money, whether now owned or
     hereafter created or acquired by Borrowers.

          IEI - Immaculate Eagle, Inc.

          Indebtedness - as applied to a Person means, without duplication

          (i) all items,  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  Indebtedness  is to be
     determined, including, without limitation, Capitalized Lease Obligations,

          (ii)  all   obligations   of  other  Persons  which  such  Person  has
     guaranteed,

          (iii) all  reimbursement  obligations  in  connection  with letters of
     credit or  letter  of credit  guaranties  issued  for the  account  of such
     Person, and

          (iv) in the case of Borrower (without duplication), the Obligations.

          Interest   Coverage  Ratio  -  means  the  ratio  of  Borrowers'  EBIT
     (including any bank charges) to their interest expense  (including any bank
     charges).

          Inventory -  collectively,  all  Inventory of  Borrowers,  whether now
     owned or  hereafter  acquired  including,  without  limitation,  all  goods
     intended for sale or lease by Borrowers,  or for display or  demonstration;
     all work in process;  all raw materials and other materials and supplies of
     every nature and description used or which might be used in connection with
     the manufacture, printing, packing, shipping, advertising, selling, leasing
     or  furnishing  of such goods or otherwise  used or consumed in  Borrowers'
     business;  and all Documents evidencing and General Intangibles relating to
     any of the foregoing, whether now owned or hereafter acquired by Borrowers.

          Investment Property - has the meaning ascribed thereto in the Code.

<PAGE>
          Letter of Credit - any standby letter of credit issued under the terms
     hereof.

          LIBOR Based Rate - a rate of interest on the  Revolving  Credit  Loans
     equal to the Adjusted LIBOR Rate plus the Applicable Margin.

          LIBOR  Interest  Period - a period of 1, 2, 3 and 6 month(s)  duration
     during which the LIBOR Based Rate is applicable.

          LIBOR Rate Loans -  collectively,  all Loans  bearing  interest at the
     LIBOR Based Rate.

          Lien - any interest in Property  securing an obligation  owed to, or a
     claim by, a Person  other  than the  owner of the  Property,  whether  such
     interest is based on common law, statute or contract and including, without
     limitation,  the security  interest,  security title or lien arising from a
     security  agreement,   mortgage,  deed  of  trust,  deed  to  secure  debt,
     encumbrance,  pledge,  conditional  sale  or  trust  receipt,  or a  lease,
     consignment or bailment for security  purposes.  The term "Lien" shall also
     include reservations, exceptions, encroachments,  easements, rights-of-way,
     covenants, conditions,  restrictions, leases and other title exceptions and
     encumbrances   affecting  Property.  For  the  purpose  of  the  Agreement,
     Borrowers  shall be  deemed to be the  owner of any  Property  which it has
     acquired  or  holds  subject  to a  conditional  sale  agreement  or  other
     arrangement pursuant to which title to the Property has been retained by or
     vested in some other Person for security purposes.

          Loan  Account - the loan  account  established  on the books of Lender
     pursuant to Section 3.6 of the Agreement.

          Loan Documents - the Agreement,  the Other Agreements and the Security
     Documents as each of the same may be amended, modified,  renewed, extended,
     replaced, restated or substituted from time to time.

          Loans - all loans and advances of any kind made by Lender  pursuant to
     the Agreement.

          London  Business  Day - any  Business  Day on which  banks in  London,
     England are open for business.

          Material Adverse Effect - any event, condition or occurrence as to any
     one or more Borrowers or any of their Subsidiaries which individually or in
     the aggregate with any other such event,  condition or  occurrence,  in the
     judgment of Lender,  could be expected to materially  and adversely  affect
     the financial  condition,  business,  prospects or Properties of any of the
     Borrowers or the ability of any Borrower to duly and timely perform and pay
     its obligations hereunder and under the other Loan Documents.

          Maturity  Date - the last day of the Original  Term or, if any Renewal
     Term is in effect, then the last day of such Renewal Term.
<PAGE>
          Maximum Revolving Credit Amount - the difference between (i) the Total
     Credit Facility, and (ii) the sum of (a) any outstanding standby letters of
     credit,  and (b) any  reserves  set by Lender  under the  Revolving  Credit
     Facility.

          Money  Borrowed - means (i)  Indebtedness  arising from the lending of
     money by any Person to a Borrower; (ii) Indebtedness, whether or not in any
     such case  arising  from the  lending by any Person of money to a Borrower,
     (A) which is represented by notes payable or drafts  accepted that evidence
     extensions of credit, (B) which constitutes obligations evidenced by bonds,
     debentures,  notes  or  similar  instruments,  or (C) upon  which  interest
     charges are  customarily  paid (other  than  accounts  payable) or that was
     issued  or  assumed  as  full  or  partial  payment  for  Property;   (iii)
     Indebtedness  that  constitutes  a  Capitalized   Lease  Obligation;   (iv)
     reimbursement  obligations  with respect to letters of credit or guaranties
     of letters of credit and (v)  Indebtedness of a Borrower under any guaranty
     of obligations that would constitute  Indebtedness for Money Borrowed under
     clauses (i) through (iii) hereof, if owed directly by a Borrower.

          Multiemployer  Plan - has the meaning set forth in Section  4001(a)(3)
     of ERISA.

          Note - collectively, the Revolving Credit Note.

          Obligations - all Loans and all other  advances,  debts,  liabilities,
     obligations,  covenants and duties,  together  with all interest,  fees and
     other charges  thereon,  owing,  arising,  due or payable from Borrowers to
     Lender of any kind or nature,  present or future,  whether or not evidenced
     by any note,  Letter  of  Credit,  guaranty  or other  instrument,  whether
     arising under the Agreement or any of the other Loan Documents or otherwise
     whether  direct or  indirect  (including  those  acquired  by  assignment),
     absolute or  contingent,  primary or  secondary,  due or to become due, now
     existing  or  hereafter  arising and however  acquired.  The term  includes
     without limitation, all interest, charges, fees, expenses, attorneys' fees,
     and any other sums chargeable to Borrower, under any of the Loan Documents.

          OPSI - Open Plan Systems, Inc.

          Original Term - as defined in Section 4.1 of the Agreement.

          Other Agreements - any and all agreements and instruments  (other than
     the Agreement  and the Security  Documents),  heretofore,  now or hereafter
     executed  by  Borrowers,  any  guarantor,  or any  other  third  party  and
     delivered  to Lender in respect  of the  transactions  contemplated  by the
     Agreement, as each of the same may be amended, modified, renewed, extended,
     replaced, restated or substituted from time to time.

          Overadvance - the amount,  if any, by which the outstanding  principal
     amount of Revolving Credit Loans exceeds the Borrowing Base.

<PAGE>
          Participating  Lender - each  Person who shall be granted the right by
     Lender to  participate  in any of the Loans  described in the Agreement and
     who shall have entered into a participation agreement in form and substance
     satisfactory to Lender.

          Patents,  Trademarks,  Copyrights  and Licenses  Security  Agreement -
     collectively,  the Patents,  Trademarks,  Copyrights and Licenses  Security
     Agreement and Power of Attorney to be executed by Borrowers on or about the
     Closing  Date in favor of Lender,  in form and  substance  satisfactory  to
     Lender.

          Permitted Liens - any Lien of a kind specified in subsection  8.2.5 of
     the Agreement.

          Permitted Purchase Money Indebtedness - Purchase Money Indebtedness of
     Borrowers  incurred  after the date  hereof  which is secured by a Purchase
     Money Lien and which,  when  aggregated  with the  principal  amount of all
     other such  Indebtedness and Capitalized  Lease Obligations of Borrowers at
     the time outstanding,  does not exceed $50,000.00. For the purposes of this
     definition,  the  principal  amount  of  any  Purchase  Money  Indebtedness
     consisting of capitalized  leases shall be computed as a Capitalized  Lease
     Obligation.

          Person - an individual,  partnership,  corporation,  limited liability
     company, joint stock company, land trust, business trust, or unincorporated
     organization, or a government or agency or political subdivision thereof.

          Plan - an  employee  benefit  plan  now or  hereafter  maintained  for
     employees of either Borrower that is covered by Title IV of ERISA.

          Prime Rate - the rate of interest  announced  or quoted by Lender from
     time to time as its prime rate for  commercial  loans,  whether or not such
     rate is the lowest rate charged by Lender to its most preferred  borrowers;
     and, if such prime rate for commercial loans is discontinued by Lender as a
     standard,  a comparable reference rate designated by Lender as a substitute
     therefor shall be the Prime Rate.

          Projections - Borrowers' forecasted Consolidated and Consolidating (if
     applicable) (a) balance  sheets,  (b) profit and loss  statements,  and (c)
     cash flow  statements,  all prepared on a consistent  basis with Borrower's
     historical  financial  statements,  together  with  appropriate  supporting
     details and a statement of underlying assumptions.

          Property - any  interest  in any kind of  property  or asset,  whether
     real, personal or mixed, or tangible or intangible.

          Purchase  Money  Indebtedness  - means and includes  (i)  Indebtedness
     (other  than the  Obligations)  for the  payment  of all or any part of the
     purchase price of any fixed assets,  (ii) any Indebtedness  (other than the
     Obligations)  incurred  at the time of or within  ten (10) days prior to or
     after the  acquisition  of any fixed assets for the purchase price thereof,
     and (iii) any renewals,  extensions or  refinancings  thereof,  but not any
     increases in the principal amounts thereof outstanding at the time.
<PAGE>
          Purchase Money Lien - a Lien upon fixed assets which secures  Purchase
     Money  Indebtedness,  but only if such Lien shall at all times be  confined
     solely to the  fixed  assets,  the  purchase  price of which  was  financed
     through the incurrence of the Purchase Money  Indebtedness  secured by such
     Lien.

          Real Property - the real estate (with buildings,  improvements,  rents
     and profits) described on Exhibit A-2 to this Agreement.

          Regulation  D -  Regulation D of the Board of Governors of the Federal
     Reserve  System,   comprising  Part  204  of  Title  12,  Code  of  Federal
     Regulations, as amended, and any successor thereto.

          Rentals - as defined in subsection 8.2.13 of the Agreement.

          Renewal Terms - as defined in Section 4.1 of the Agreement.

          Reportable  Event - any of the events set forth in Section  4043(b) of
     ERISA.

          Reserve - for any day, that reserve  (expressed as a decimal) which is
     in effect  (whether or not actually  incurred) with respect to Bank on such
     day, as prescribed by the Board of Governors of the Federal  Reserve System
     (or any successor or any other  banking  authority to which Bank is subject
     including any board or governmental or administrative  agency of the United
     States or any other jurisdiction to which Bank is subject), for determining
     the maximum reserve  requirement  (including  without limitation any basic,
     supplemental,  marginal or emergency reserves) for Eurocurrency liabilities
     as defined in Regulation D.

          Reserve  Percentage - for Bank on any day, that percentage  (expressed
     as a decimal)  which is in effect on such day,  prescribed  by the Board of
     Governors  of the Federal  Reserve  System (or any  successor  or any other
     banking  authority  to which  Lender  is  subject,  including  any board or
     governmental  or  administrative  agency of the United  States or any other
     jurisdiction  to which Bank is subject) for determining the maximum reserve
     requirement (including without limitation any basic, supplemental, marginal
     or emergency  reserves) for (i) deposits of United  States  Dollars or (ii)
     Eurocurrency  liabilities  as defined in Regulation D, in each case used to
     fund a LIBOR Rate Loan  subject to an  Adjusted  LIBOR Rate.  The  Adjusted
     LIBOR Rate shall be adjusted  automatically  on and as of the effective day
     of any change in the Reserve Percentage.

          Restricted  Investment - any investment made in cash or by delivery of
     Property to any Person,  whether by acquisition of stock,  Indebtedness  or
     other obligation or Security,  or by loan, advance or capital contribution,
     or otherwise,  or in any Property except the following  (those  investments
     listed in clauses (v) through  (viii) below only  permitted if there are no
     outstanding Revolving Credit Loans):

               (i) investments in one or more Subsidiaries of either Borrower to
          the extent existing on the Closing Date;

<PAGE>
               (ii) Property to be used in the ordinary course of business;

               (iii) Current  assets arising from the sale of goods and services
          in the ordinary course of business of each Borrower;

               (iv) investments in any publically  traded companies which are in
          substantially  the same  line of  business  as  Borrowers  or would be
          considered  by Borrowers to be  competitors  of Borrowers in an amount
          not to exceed $10,000.00 in the aggregate;

               (v)  investments  in direct  obligations  of the United States of
          America, or any agency thereof or obligations guaranteed by the United
          States of America,  provided that such  obligations  mature within one
          year from the date of acquisition thereof;

               (vi)  investments in certificates of deposit  maturing within one
          year from the date of  acquisition  issued by a bank or trust  company
          organized  under the laws of the  United  States or any state  thereof
          having  capital  surplus and undivided  profits  aggregating  at least
          $100,000,000;

               (vii) investments in commercial paper given the highest rating by
          a national credit rating agency and maturing not more than two hundred
          seventy (270) days from the date of creation thereof; and

               (viii) mutual funds that invest in any of the foregoing.

          Revolving  Credit  Loan - a Loan made by Lender as provided in Section
     1.1 of the Agreement.

          Revolving Credit Facility - the credit facility  established by Lender
     for the making of Revolving Credit Loans pursuant to Section 1.1.1 hereof.

          Revolving Credit Note - the secured  promissory note to be executed by
     Borrowers  on the Closing  Date in favor of Lender to  evidence  Borrowers'
     obligation to repay the Revolving Credit Loans,  which shall be in the form
     of Exhibit A-3 to the Agreement.

          Schedule  of  Accounts -  as  defined  in   subsection 6.4.1   of  the
     Agreement.

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

          Security Documents - the Patents, Trademarks,  Copyrights and Licenses
     Security Agreement,  and all other instruments and agreements now or at any
     time hereafter  securing the whole or any part of the Obligations,  as each
     of the same may be amended, modified, renewed, extended, replaced, restated
     or substituted from time to time.
<PAGE>
          Solvent - as to any Person,  such Person (i) owns Property  whose fair
     saleable  value is  greater  than the  amount  required  to pay all of such
     Person's Indebtedness (including contingent debts), (ii) is able to pay all
     of its  Indebtedness  as such  Indebtedness  matures  and (iii) has capital
     sufficient to carry on its business and  transactions  and all business and
     transactions in which it is about to engage.

          Subordinated  Debt -  Unsecured  indebtedness  of  Borrowers  that  is
     subordinated to the  Obligations in a manner,  under terms and subject to a
     written agreement satisfactory to Lender.

          Subsidiary  - any  corporation  of which a Person  owns,  directly  or
     indirectly through one or more intermediaries,  more than 50% of the Voting
     Stock at the time of determination.

          Tangible Capital Funds - as defined in Section 8.3.1.

          Tangible  Net  Worth - means  the  excess of  Borrowers'  assets  over
     liabilities  as will be shown on a balance sheet of Borrowers,  prepared in
     accordance with GAAP, consistently applied, provided, however, such amounts
     are to be net of amounts  carried on the books of Borrowers for any and all
     of the following:  (i) unamortized debt discount and expense, (ii) patents,
     patent  applications,   copyrights,   trademarks,   tradenames,   goodwill,
     experiments or organizational expenses and other like intangible assets and
     other items that would be characterized as intangible  assets in accordance
     with GAAP.


          Termination Charge - as defined in Section 4.2.3.

          Total Credit Facility - $5,000,000.00

          Voting Stock - Securities of any class or classes of a corporation the
     holders of which are ordinarily, in the absence of contingencies,  entitled
     to elect a majority  of the  corporate  directors  (or  Persons  performing
     similar functions).

          Other Terms.  All other terms  contained in the Agreement  shall have,
     when the context so indicates, the meanings provided for by the Code to the
     extent the same are used or defined therein.

          Certain  Matters of  Construction.  The terms  "herein",  "hereof" and
     "hereunder"  and other words of similar  import refer to the Agreement as a
     whole and not to any  particular  section,  paragraph or  subdivision.  Any
     pronoun  used shall be deemed to cover all  genders.  The  section  titles,
     table of contents  and list of exhibits  appear as a matter of  convenience
     only  and  shall  not  affect  the  interpretation  of the  Agreement.  All
     references to statutes and related regulations shall include any amendments
     of same and any successor  statutes and regulations.  All references to any
     of the Loan Documents shall include any and all  modifications  thereto and
     any and all extensions or renewals thereof.
<PAGE>
                                LIST OF EXHIBITS

<TABLE>
<S>               <C>    

Exhibit A-1       Borrowing Base Certificate
Exhibit A-2       Real Property
Exhibit A-3       Revolving Credit Note
Exhibit 6.11      Borrowers' and each Subsidiary's of Borrowers' Business Locations
Exhibit 7.1.1     Jurisdictions in which Borrower and each Subsidiary is Authorized to do Business
Exhibit 7.1.4     Capital Structure of Borrowers
Exhibit 7.1.5     Corporate Names
Exhibit 7.1.13    Existing Sureties
Exhibit 7.1.14    Tax Identification Numbers of Subsidiaries
Exhibit 7.1.16    Patents, Trademarks, Copyrights and Licenses
Exhibit 7.1.17    Contracts Restricting Borrowers' Right to Incur Debts
Exhibit 7.1.18    Compliance with Laws
Exhibit 7.1.20    Litigation
Exhibit 7.1.22(a) Capitalized Leases
Exhibit 7.1.22(b) Operating Leases
Exhibit 7.1.23    Pension Plans
Exhibit 7.1.25    Labor Contracts
Exhibit 8.1.3     Compliance Certificate
Exhibit 8.2       Loans
Exhibit 8.2.5     Permitted Liens
</TABLE>