THIS NOTE AND THE SERIES B REDEEMABLE  PREFERRED  STOCK ISSUABLE UPON CONVERSION
HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED
(THE "ACT"),  OR ANY STATE  SECURITIES LAWS AND NEITHER THIS NOTE, SUCH SERIES B
REDEEMABLE  PREFERRED  STOCK,  NOR ANY  INTEREST  THEREIN MAY BE OFFERED,  SOLD,
PLEDGED,  ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION  STATEMENT
WITH  RESPECT  THERETO  IS  EFFECTIVE  UNDER  THE ACT AND ANY  APPLICABLE  STATE
SECURITIES  LAWS, OR (2) ANY SUCH  TRANSACTION  IS EXEMPT FROM THE  REGISTRATION
REQUIREMENTS OF THE ACT AND SUCH STATE SECURITIES LAWS.

                             ONSITE VENTURES, L.L.C.
                       15% Senior Secured Promissory Note
                         and Loan and Security Agreement

$4,000,000.00                                                  February 10, 1999
(Maximum Loan Amount)                                         New York, New York


                  ONSITE VENTURES,  L.L.C., a Delaware limited liability company
(the "Company"),  for value received,  hereby unconditionally promises to pay to
the order of

                  RSI-OSA HOLDINGS, INC., a Delaware corporation with an address
                  at  225  Broadhollow  Road,  Melville,   New  York  11747-0983
                  ("RSI"), and JAH Realties, L.P., a limited partnership with an
                  address at Two Manhattanville  Road, Suite 205, Purchase,  New
                  York,  10579  ("Veritech"  and  together  with  RSI and  their
                  respective successors, assignees and transferees, collectively
                  referred  to herein  as the  "Holders"),  or their  respective
                  permitted assigns, as provided herein,

the aggregate  outstanding  principal  amount of all loans (each, a "Loan") made
from time to time by the Holders or any Holder to the Company in accordance with
the terms and provisions of this 15% Senior Secured Promissory Note and Loan and
Security  Agreement  (this "Note"),  which  initially is an amount not to exceed
FOUR MILLION and 00/00 DOLLARS  ($4,000,000.00),  each such Loan being evidenced
by this Note by an endorsement on Schedule A attached  hereto and made a part of
this Note, including additional pages, if any, on the date (the "Maturity Date")
that  occurs no later than eleven (11) months and three (3) weeks after the date
(the "Initial  Funding Date") first written above or to the extent  provided for
herein,  by way of  acceleration,  and to pay  interest  accruing  on the unpaid
balance of the aggregate  principal  amount of each such Loan from and including
the date of such Loan to such  original or  accelerated  maturity date at a rate
per annum  initially  equal to FIFTEEN PERCENT (15%),  compounded  monthly,  and
increasing  from and after  April 1, 1999 as set forth on  Schedule  B  attached
hereto and made a part of this Note; provided,  however,  that the interest rate
for any period  shall not exceed the maximum  rate  permitted  by law.  Interest
shall be  calculated  on the basis of a 360-day  year and actual  number of days
elapsed (but in no event in excess of the maximum rate  permitted by  applicable
law). In addition to and not in limitation of the foregoing, the Company further
agrees  to pay all  expenses,  including  reasonable  attorney's  fees and legal
expenses,  incurred by the Holders in  collecting  or  attempting to collect any
amounts payable  hereunder which are not paid when due,  whether by acceleration
or  otherwise.  Interest  from and after the  maturity of such Loan  (whether as
originally stated or by acceleration) shall be at the rate

                                      - 1 -





<PAGE>



per annum equal to TWENTY-FOUR  PERCENT (24%) per annum,  and if such rate shall
not be lawful with  respect to the Company,  at the highest  lawful rate then in
effect.  In the event  that any  amounts  paid as  interest  shall  exceed  such
applicable  law, such  payments  shall be deemed to have  constituted  principal
payments in reduction of the Obligations  hereunder.  Any interest not paid when
due hereunder shall be added to the principal amount of this Note and shall bear
interest from its due date at the applicable interest rate specified herein.

     1. Payments. Subject to the terms and provisions herein:

          (a)  Principal  of each Loan  shall be due and  payable in full on the
Maturity Date or, if earlier, on the Conversion Date (as defined below).

          (b)  Interest  on each Loan shall be paid in full on the date which is
the earlier to occur of (i) the Maturity Date, or (ii) the Conversion Date.

          (c) Subject to Section 3 hereof,  all payments hereunder shall be made
in lawful money of the United States and in immediately  available funds. If the
Maturity Date or the Conversion  Date would fall on a day that is not a Business
Day (as hereinafter  defined),  the payment due on such date will be made on the
next  succeeding  Business  Day with the same force and effect as if made on the
Maturity Date or the Conversion  Date, as the case may be.  "Business Day" means
any day  which is not a  Saturday  or Sunday  and is not a day on which  banking
institutions are generally closed in the City of New York, New York.

          (d) The Company may prepay all or any part of the principal  amount of
any  Loan  evidenced  by this  Note on or  prior to the  Maturity  Date  without
penalty.

          (e) The  obligations of the Company to make the payments  provided for
in this Note are  absolute  and  unconditional  and not subject to any  defense,
setoff, counterclaim, rescission, recoupment or adjustment whatsoever other than
a breach of or default  hereunder by the Holders.  The Company hereby  expressly
waives  demand and  presentment  for payment,  notice of  nonpayment,  notice of
dishonor,  protest, notice of protest,  bringing of suit and diligence in taking
any action to collect any amount called for hereunder, and shall be directly and
primarily  liable  for the  payment  of all sums  owing and to be owing  hereon,
regardless of and without any notice, diligence, act or omission with respect to
the collection of any amount called for hereunder.

     2. Ranking of this Note.

          (a) The  Company  covenants  and agrees that the  Indebtedness  of the
Company  represented  by this Note and the payment of principal  and interest by
the Company on each Loan  evidenced by this Note shall be of first  priority and
expressly  senior to any and all  Indebtedness of the Company and any Subsidiary
including,  without  limitation,  the RSI  Subordinated  Note (as defined by the
amended and restated limited liability company agreement of the Company) and any
and all other loans made by members in the Company to the Company.

          (b) Nothing  contained in this Note is intended to or shall impair, as
between the Company,  its  creditors,  and the Holders,  the  obligation  of the
Company,  which  is


                                      -2-
<PAGE>


absolute and unconditional,  to pay to the Holders the principal of and interest
on this Note as and when the same  shall  become due and  payable in  accordance
with its terms,  or affect the relative  rights of the Holders and the creditors
of the Company,  nor shall anything  herein or therein  prevent the Holders from
exercising all remedies otherwise permitted by applicable law upon default under
this Note.

          (c) Upon any payment or distribution of assets of the Company referred
to in this Note,  the Holders shall be entitled to rely upon any order or decree
made by any  court of  competent  jurisdiction  in which  any such  dissolution,
winding up,  liquidation or reorganization  proceeding  affecting the affairs of
the Company is pending,  or upon a  certificate  of the  liquidating  trustee or
agent or other person making any payment or  distribution to the Holders for the
purpose of ascertaining  the persons  entitled to participate in such payment or
distribution,  the holder of any other  Indebtedness of the Company,  the amount
thereof or payable thereon, the amount paid or distributed thereon and all other
facts pertinent thereto or to this Note.

          (d) Subject to the provisions of Section 8, upon any  distribution  of
the assets of the  Company  upon any  dissolution,  winding up,  liquidation  or
reorganization   of   the   Company,   whether   in   bankruptcy,    insolvency,
reorganization,  arrangement or receivership proceedings, or upon any assignment
for the  benefit  of  creditors,  or any  other  marshaling  of the  assets  and
liabilities of the Company or otherwise: (i) the Holders shall first be entitled
to receive cash payment in full of the principal thereof and interest  (whenever
arising)  due  thereon,  or  provision  shall be made for such  payment in cash,
before the holders of Junior Debt are entitled to receive any payment on account
of the principal of, or interest on the Indebtedness evidenced by this Note; and
(ii) any payment by, or  distribution  of the assets of, the Company of any kind
or  character,  whether in cash,  property or  securities,  to which the Holders
would be entitled, except for the provisions of this Section 2, shall be paid or
delivered by the person making such payment or  distribution,  whether a trustee
in bankruptcy,  a receiver or liquidating trustee or otherwise,  directly to the
Holders or their  respective  agents;  or other  representatives,  to the extent
necessary to make payment in full of this Note  remaining  unpaid,  after giving
effect to any  concurrent  payment or  distribution  (or provision  therefor) so
required.

          (e) The Company, for itself, its successors and assigns, covenants and
agrees that all  Indebtedness of the Company  evidenced by this Note (including,
without  limitation,  the  payment of the  principal  of and  accrued and unpaid
interest  on each  Loan) is senior in right of  payment  to the  payment  of all
Junior Debt (as hereinafter defined).

          (f) The Company  covenants and agrees to use its best efforts to cause
any current  holder of Junior Debt and to cause any future holder of Junior Debt
to  execute  such  subordination  agreements,  instruments  or waivers as may be
necessary  to reflect the terms set forth  herein.

          (g) Upon an Event of  Default  (as  hereinafter  defined),  until  the
payment in full of all amounts of principal  of and  interest on the Loans,  and
all other  amounts  due and owing  under this Note,  no payment may be made with
respect to the  principal of or interest on other  amounts owing with respect to
any Junior Debt or any membership  interest in the Company, or in




                                      -3-

<PAGE>


respect of any  redemption,  retirement  purchase or other  acquisition  thereof
except as provided herein.

          (h)  Subject  to the  provisions  of  Section  8, upon any  payment or
distribution of the assets of the Company to creditors upon  dissolution,  total
or partial  liquidation or reorganization of or similar  proceeding  relating to
the  Company,  the Holders of this Note will be  entitled to receive  payment in
full of the entire principal amount and all accrued interest on the Loans before
any holder of Junior Debt is entitled to receive any payment.

     3.  Conversion  of this Note into  Series B  Preferred  Units and  Series C
Preferred Units.

          (a) All, but not less than all, of the outstanding  principal balance,
but not the  accrued  and  unpaid  interest  on the  Loans or any part  thereof,
evidenced  by this Note shall be  converted  (the  "Conversion")  by the Company
without  notice by the  Company to any of the  Holders  and  without any further
action by the  Company or any of the  Holders  except as may be  required by the
amended and restated limited  liability  company agreement of the Company on the
date and prior to the time that the Subsequent Transaction (as defined below) is
consummated (the  "Conversion  Date") into the number Units specified in Section
3(b) hereof of Series B Preferred  Units (the "Series B Shares") and of Series C
Preferred  Units (the "Series C Shares") in the Company which shall be issued by
the Company in connection with the proposed equity  investment in the Company by
Spectrum  Equity  Investors and others or any other similar  significant  equity
investment in the Company or its  successor or a sale of the Company  whether by
merger,  sale of all or  substantially  all of the Company's assets or otherwise
(each,  a  "Subsequent   Transaction")  and  shall  have  the  powers,   rights,
preferences,  limitations and obligations determined by the Board of Managers in
accordance with the amended and restated limited  liability company agreement of
the Company.

          (b) The number of Series B Shares or Series C Shares,  as the case may
be, to be issued by the Company  (such  Series B Shares or Series C Shares being
referred to herein as, the "Conversion Shares") to each Holder shall equal:

               (i) the  aggregate  number of Series B Shares or Series C Shares,
          as the case may be,  to be  issued by the  Company  in the  Subsequent
          Transaction  (in each  case,  the  "Total B or C  Shares"),  including
          without  limitation,  the total number of such Conversion  Shares,  as
          determined  conclusively by the definitive  documentation with respect
          to such transaction executed and delivered by the Company;

               (ii) multiplied by the Conversion Ratio;

               (iii)  multiplied  by a fraction  (x) the  numerator  of which is
          equal to the Total B or C Shares,  including without  limitation,  the
          total number of such Conversion Shares, as determined  conclusively by
          the definitive documentation with respect to such transaction executed
          and delivered by the Company; (y) the denominator of which is equal to
          the  aggregate  number  of Series B Shares  AND  Series C Shares to be
          issued by the Company in the Subsequent Transaction, including without
          limitation,  the total number of


                                      -4-
<PAGE>


          such Conversion  Shares, as determined  conclusively by the definitive
          documentation with respect to such transaction  executed and delivered
          by the Company;

               (iv) multiplied by a fraction (x) the numerator of which is equal
          to the aggregate  principal amount of outstanding Loans funded by such
          Holder  hereunder  immediately  prior  to the  Conversion  and (y) the
          denominator  of which is equal to the  aggregate  principal  amount of
          outstanding Loans funded by both of the Holders hereunder  immediately
          prior to the Conversion.

          (c) The Company covenants and agrees that all of the Conversion Shares
to be issued by the Company to the Holders  pursuant to this  Section 3 shall be
validly issued,  fully paid,  non-accessible and free and clear of any Liens (as
hereinafter defined).

          (d) The  issuance  of the  Conversion  Shares in the  Company  and the
delivery of certificates or other instruments  representing  such, shall be made
without  charge to the  Holders  for any tax or other  charge in respect of such
issuance.  The Company shall not, however,  be required to pay any tax which may
be payable in respect of any transfer  involved in the issue and delivery of any
certificate  in a name other than that of the Holders and the Company  shall not
be required to issue or deliver any such  certificate  or instrument  unless and
until the person or persons  requesting the issue thereof shall have paid to the
Company the amount of such tax or shall have  established to the satisfaction of
the Company that such tax has been paid.

     4. Security.

          (a) All obligations of the Company under this Note, including, without
limitation,  payment of  principal  and  accrued  interest  hereunder,  shall be
secured by a pledge of the  Company of all of the assets of the  Company and the
Company  hereby  assigns,  pledges,  and grants to RSI for its  benefit  and the
ratable  benefit of the  Holders a  security  interest  in all of the  Company's
right, title, and interest in and to the following (the "Collateral"):

          (1) all of the Company's now owned and hereafter acquired, present and
     future,  accounts,  chattel paper, documents,  and instruments,  including,
     without limitation all obligations to the Company for the payment of money,
     whether arising out of the Company's sale of goods or rendition of services
     or otherwise (all hereinafter called "Accounts, Etc.");

          (2) all of the Company's rights, remedies,  security and liens, in, to
     and in  respect of the  Accounts,  Etc.,  present  and  future,  including,
     without limitation,  rights of stoppage in transit, replevin,  repossession
     and reclamation  and other rights and remedies of an unpaid vendor,  lienor
     or secured party,  guaranties or other contracts of suretyship with respect
     to the Accounts, Etc., deposits or other security for the obligation of any
     debtor  or  obligor  in any way  obligated  on or in  connection  with  any
     Accounts, Etc., and credit and other insurance;

          (3) all of the  Company's  right,  title  and  interest,  present  and
     future,  in, to and in respect of all goods  relating  to, or which by sale
     have resulted in, Accounts, Etc.,


                                      -5-


<PAGE>

     including,  without  limitation,  all goods  described in invoices or other
     documents or  instruments  with respect to, or  otherwise  representing  or
     evidencing any Accounts,  Etc., and all returned,  reclaimed or repossessed
     goods;

     (all of the assets described in paragraphs "(1)", "(2)" and "(3)" above are
     hereinafter called "Receivables")

          (4) all inventory of whatsoever name, nature,  kind or description now
     owned and hereafter acquired,  present and future, by the Company, wherever
     located,  including,  without limitation,  all contract rights with respect
     thereto and  documents  representing  the same,  all goods held for sale or
     lease or to be furnished under contracts of service,  finished goods,  work
     in process,  raw  materials,  materials  used or  consumed by the  Company,
     parts,  supplies,  and all wrapping,  packaging,  advertising  and shipping
     materials  and any  documents  relating  thereto,  and all labels and other
     devices,  names and marks affixed or to be affixed  thereto for purposes of
     selling or of identifying the same or the seller or  manufacturer  thereof,
     and all right,  title and interest of the Company  therein and thereto (all
     hereinafter called "Inventory");

          (5) all machinery,  equipment,  furniture,  fixtures, tools, parts and
     supplies  (excluding  motor  vehicles)  now owned and  hereafter  acquired,
     present and future,  by the Company of  whatsoever  name,  nature,  kind or
     description, wherever located, and all additions and accessions thereto and
     replacements   or   substitutions    therefor   (all   hereinafter   called
     "Equipment");

          (6) all of the  Company's  right,  title  and  interest,  present  and
     future,  in and to (i) all letters patent of the United States or any other
     country,  all  right,  title and  interest  therein  and  thereto,  and all
     registrations  and  recordings  thereof,  including,   without  limitation,
     applications,  registrations and recordings in the United States Patent and
     Trademark  Office or in any similar  office or agency of the United States,
     and  State  thereof  or any  other  country  or any  political  subdivision
     thereof,  all whether now owned or hereafter  acquired by the Company,  and
     (ii)  all  reissues,  continuations,  continuations-in-part  or  extensions
     thereof and all  licenses  thereof  ("(i)" and "(ii)"  collectively  called
     "Patents");

          (7) all of the  Company's  right,  title  and  interest,  present  and
     future, in and to (i) all trademarks,  trade names,  trade styles,  service
     marks,  prints and  labels on which said  trademarks,  trade  names,  trade
     styles and  service  marks have  appeared  or appear,  designs  and general
     intangibles of like nature,  now existing or hereafter adopted or acquired,
     all right,  title and interest therein and thereto,  and all  registrations
     and  recordings  thereof,  including,  without  limitation,   applications,
     registrations  and  recordings  in the United  States  Patent and Trademark
     Office or in any similar office or agency of the United  States,  any State
     thereof,  or any other country or any political  subdivision  thereof,  all
     whether now owned or hereafter acquired by the Company,  (ii) all reissues,
     extensions  or renewals  thereof and all  licenses  thereof,  and (iii) the
     goodwill of the  business  symbolized  by each of the  Trademarks,  and all
     customer   lists  and  other  records  of  the  Company   relating  to  the
     distribution of products  bearing the Trademarks  ("(i)" "(ii)" and "(iii)"
     collectively called "Trademarks");


                                      -6-
<PAGE>


          (8) all other general intangibles of every kind and description of the
     Company, including, without limitation, Federal, State and local tax refund
     claims of all kinds,  and any present or future  right of the Company to or
     in its  employee  or other  pension,  retirement  or similar  plans and any
     assets  thereof,  or any  portion  thereof,  including  but not  limited to
     refunds for overpayment,  distributions upon termination,  reversion of any
     surplus assets or otherwise, whether now existing or hereafter arising;

          (9) all of the  Company's  deposit  accounts,  whether  now  owned  or
     hereafter created, wherever located;

          (10) all monies, securities,  instruments,  cash and other property of
     the Company and the proceeds thereof, now or hereafter held or received by,
     or in transit  to, the  Holders  (or any of them) from or for the  Company,
     whether for  safekeeping,  pledge,  custody,  transmission,  collection  or
     otherwise, and all of the Company's deposits (general or special, balances,
     sums, proceeds and credits of the Company with the Holders (or any of them)
     at any time existing);

          (11) all  books,  records,  customer  lists,  ledger  cards,  computer
     programs,  computer tapes,  disks or other electronic media,  printouts and
     records,  and other property and general intangibles at any time evidencing
     or relating to any of the foregoing,  whether now in existence or hereafter
     created;

          (12) all contract  rights  (whether  such contract is written or oral,
     including,  without limitation,  license and  telecommunications and wiring
     agreements, management, employment and operator agreements and referral fee
     arrangements), whether now in existence or hereafter created;

          (13) any and all products and proceeds of any of the foregoing, in any
     form,  including,  without limitation,  any insurance proceeds or claims by
     the Company  against third parties for loss or damage to or  destruction of
     any and all of the  foregoing  collateral  and any  claims  by the  Company
     against third parties for  infringement  of the  Trademarks or the Patents.


     (all of the assets  described in  paragraphs  "(8)",  "(9)",  "(10)" "(11)"
     "(12)" and "(13)" hereinafter called "Additional Collateral")

          (14) All of the following (the "Security Collateral"):

               (i) one hundred (100%) of the membership interests (collectively,
          the  "Pledged  Shares") in each of: (x) OnSite  Access LLC, a New York
          limited  liability  company with an address at 680 Fifth  Avenue,  New
          York,  NY 10019  ("OSA");  (y) On Site  Access  Local  LLC, a New York
          limited  liability  company with an address at 680 Fifth  Avenue,  New
          York, NY 10019 ("OSL"); and (z) Glass Circuits LLC, a New York limited
          liability  company with an address at 680 Fifth  Avenue,  New York, NY
          10019 ("GC");



                                      -7-
<PAGE>

               (ii) All additional shares of stock, any security  convertible or
          exchangeable  to shares of stock of, or any other equity  interest in,
          any  issuer  of the  Pledged  Shares  or  any  right  (whether  or not
          contingent)  to acquire  any such stock,  security or equity  interest
          from time to time  acquired  by the  Company  in any  manner,  and the
          certificates  representing such additional  shares, and all dividends,
          cash,  instruments,  and other  property  from time to time  received,
          receivable,  or otherwise distributed in respect to or in exchange for
          any or all of such shares; and

               (iii) All additional  Indebtedness  from time to time owed to the
          Company  by any  issuer  of the  Pledged  Shares  and the  instruments
          evidencing such Indebtedness, and all interest, cash, instruments, and
          other  property from time to time received,  receivable,  or otherwise
          distributed  in  respect  of or in  exchange  for  any or all of  such
          Indebtedness;

          (15)  All  proceeds  of  any  and  all  of  the  foregoing  Collateral
     (including,  without limitation,  proceeds which constitute property of the
     types described in clauses (1)- (14) of this Section 4), and, to the extent
     not otherwise  included,  all (a) payments under insurance  (whether or not
     any of the Holders is the loss payee thereof), or any indemnity,  warranty,
     or  guaranty,  payable  by reason of loss or  damage to or  otherwise  with
     respect to any of the foregoing Collateral, and (b) cash.

          (b) This instrument shall constitute a security agreement for purposes
of the Uniform  Commercial Code and this  instrument and the Collateral  secures
the payment of all obligations (collectively,  the "Obligations") of the Company
now or hereafter  existing under (i) this Note or (ii) all future obligations of
the Company to the Holders or any of them,  whether any of the aforesaid are for
principal,  interest, fees, charges,  expenses, or otherwise,  whether direct or
indirect, joint or several, due or to become due, whether or not contemplated by
the parties at the time of execution of this Note.

          (c) Anything herein to the contrary  notwithstanding,  (i) the Company
shall  remain  liable  under  the  contracts  and  agreements  included  in  the
Collateral  to the  extent set forth  therein  to perform  all of its duties and
obligations thereunder to the same extent as if this Note had not been executed;
(ii) the  exercise by the Holders or any of them of any rights  hereunder  shall
not  release  the  Company  from any of its  duties  or  obligations  under  the
contracts and agreements  included in the  Collateral;  and (iii) neither of the
Holders  shall  have  any  obligation  or  liability  under  the  contracts  and
agreements  included  in the  Collateral  by reason of this Note,  nor shall the
Holders or any of them be obligated to perform any of the  obligations or duties
of the Company  thereunder or to take any action to collect or enforce any claim
for payment assigned hereunder.

          (d) All  certificates  or instruments  representing  or evidencing the
Security  Collateral  shall be delivered to and held by the Holders and shall be
in suitable  form for  transfer by  delivery,  or shall be  accompanied  by duly
executed  instruments  of  transfer  or  assignment  in  blank,  all in form and
substance  satisfactory to the Holders. The Holders shall have the right, at any
time in their sole and absolute discretion and without notice to the Company, to
transfer to or to  register in the name of the Holders or any of their  nominees
any or all of the Security Collateral.  The



                                      -8-
<PAGE>

Holders shall have the right,  at any time in its  discretion and without notice
to the Company,  to cause a legend to be placed on any certificate  representing
Pledged  Shares or  Security  Collateral  and/or  cause the issuer of any of the
Pledged Shares or Security  Collateral to mark the official books and records of
such issuer,  in each case, to appropriately  note the security  interest of the
Holders to the effect that such  security is subject to the  provisions  of this
Note. In addition,  the Holders shall have the right,  after the  occurrence and
continuance  of an Event of  Default,  at any time to exchange  certificates  or
instruments  representing or evidencing  Security Collateral for certificates or
instruments of smaller or larger denominations.

          (e) Upon the occurrence of an Event of Default, the Holders shall have
all rights and remedies  under the Uniform  Commercial  Code with respect to the
Collateral.

               5. Covenants.

               The Company  covenants  and agrees with each of the Holders that,
so long as any Loan and the accrued  interest thereon remains unpaid the Company
shall not without the prior Consent of the Holders:

          (a) incur or take any action to incur Indebtedness  senior in right or
priority of payment to the Obligations hereunder;

          (b) assign or transfer any of the Collateral to any Person;

          (c)  pledge  any   security   interest  in  any  assets  or  otherwise
collateralize  any Indebtedness of the Company or any of its subsidiaries  other
than to the  extent  required  in  purchase  money  obligations  related  to the
acquisition of Equipment;

          (d)  permit   any  of  the   Company's   subsidiaries   to  incur  any
Indebtedness,  or take any action with respect to their respective  assets which
are not  permitted  to be taken by the  Company  hereunder  with  respect to the
Company's  assets,  unless such  transaction  has been  approved by the Board of
Managers of the Company;

          (e) permit any lien or  encumbrance  on the  Collateral,  unless  such
transaction has been approved by the Board of Managers of the Company;

          (f) dissolve,  terminate,  liquidate,  merge with or consolidate  into
another Person or sell or transfer any of the Company's  subsidiaries  or all or
substantially all of its assets, whether accomplished by an issuance or transfer
of Units  in the  Company  or any  subsidiary,  or in any  other  manner  in any
transaction or series of related transactions,  unless such transaction has been
approved by the Board of Managers of the Company;

          (g) make any change in the nature or scope of its business objectives,
purposes or operations,  or undertake  activities  other than the continuance of
its present business, unless such transaction or change has been approved by the
Board of Managers of the Company;


                                      -9-


<PAGE>


          (h) enter into any material  transactions with any affiliate of any of
the Members, unless such transaction or type of transaction has been approved by
the Board of Managers of the Company;

          (i) enter into, amend, extend,  expand or cancel any material contract
or agreement, unless such transaction has been approved by the Board of Managers
of the Company; or

          (j)  except for the  payment of wages and  salaries  to  employees  in
accordance  with rates in effect on the date hereof and payment of  Indebtedness
existing on the date hereof in accordance with its terms, spend,  whether in one
transaction or a series of related transactions,  more than $100,000 unless such
transaction has been approved by the Board of Managers of the Company.

     6. Events of Default.  The occurrence of any of the following  events shall
constitute  an event of default  (an "Event of  Default")  at any time while any
Indebtedness under this Note remains unpaid:

          (a) A default in the payment of the principal on any Loan, when and as
the same shall become due and payable;

          (b) A default in the payment of any interest on any Loan,  when and as
the same shall become due and payable, which default shall continue for ten (10)
days after the date fixed for the making of such interest payment;

          (c) The  entry of a decree  or  order by a court  having  jurisdiction
adjudging the Company or any Subsidiary a bankrupt or insolvent,  or approving a
petition seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company or any Subsidiary,  under federal  bankruptcy law, as now
or hereafter  constituted,  or any other applicable federal or state bankruptcy,
insolvency or other similar law, and the continuance of any such decree or order
unstayed  and in effect  for a period  of 60 days;  or the  commencement  by the
Company or any  Subsidiary of a voluntary  case under federal  bankruptcy law (a
"Voluntary  Bankruptcy"),   as  now  or  hereafter  constituted,  or  any  other
applicable federal or state bankruptcy, insolvency, or other similar law, or the
consent by it to the institution of bankruptcy or insolvency proceedings against
it,  or  the  filing  by  it  of  a  petition  or  answer  or  consent   seeking
reorganization  or relief under federal  bankruptcy law or any other  applicable
federal or state law, or the consent by it to the filing of such  petition or to
the appointment of a receiver,  liquidator,  assignee, trustee,  sequestrator or
similar  official of the Company or any Subsidiary or of any substantial part of
its property, or the making by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay its debts generally as
they  become  due,  or the  taking of  corporate  action by the  Company  or any
Subsidiary in furtherance of any such action;

          (d) The sale or  transfer  by the  Company or any of its  subsidiaries
whether in one transaction or a series of transactions,  of all or substantially
all of  their  respective  business,  whether  accomplished  by an  issuance  or
transfer of the  membership


                                      -10-


<PAGE>


interests  in the Company or any such  subsidiary,  equity  interests  or assets
thereof,  or any change in control  thereof,  or by lease,  license,  franchise,
contract,  merger,  consolidation,   reorganization,  dissolution,  liquidation,
foreclosure, by operation of law or otherwise;

          (e) The failure of the Company to own, beneficially and of record, one
hundred percent (100%) of the membership interests and any other equity interest
or right to acquire any equity  interest in any of OSA, OSL and GL or any future
subsidiary of the Company;

          (f) Except as otherwise  addressed in this Section 6, a default in the
performance,  or a breach,  of any  covenant or agreement of the Company in this
Note and  continuance  of such  default  or breach for a period of 15 days after
receipt of notice  from RSI on behalf of the  Holders as to such breach or after
the Company had or should have had knowledge of such breach;

          (g) (A) Any  failure of the Company or any  subsidiary  thereof to pay
any  Indebtedness  for  borrowed  money or  otherwise or any interest or premium
thereon,   when  due  (whether  by  scheduled  maturity,   required  prepayment,
acceleration,  demand or  otherwise) if such failure  shall  continue  after the
applicable  grace  period,  if any,  specified in the  agreement  or  instrument
relating to such Indebtedness, or (B) any other breach of, or default under, any
agreement or instrument relating to any such Indebtedness, if any such breach or
default shall continue after the applicable grace period,  if any,  specified in
such agreement or instrument; and

          (h)  Any  event  which  has  caused  the  sum  of  (A)  the  Company's
consolidated  cash  balance as  determined  in  accordance  with  United  States
generally accepted accounting principles and (B) the available remaining undrawn
portion of the Maximum Loan Amount of this Note is less than $250,000.

     7. Remedies Upon Default.

          (a) Upon the occurrence of an Event of Default  referred to in Section
6(a), (b), (c), (d), (e) or (h) above, the principal amount then outstanding of,
and  the  accrued   interest  on,  each  Loan   evidenced  by  this  Note  shall
automatically  become immediately due and payable without  presentment,  demand,
protest or other  formalities  of any kind,  all of which are  hereby  expressly
waived by the Company.  Upon the  occurrence of any other Event of Default,  the
Holders, by the Consent of the Holders,  may declare the entire principal amount
then  outstanding  of, and the accrued  interest on and, each Loan  evidenced by
this Note to be due and payable  immediately,  and upon any such declaration the
same shall become and be due and  payable,  immediately,  without  presentation,
demand,  protest or other  formalities  of any kind,  all of which are expressly
waived by the Company.  From and after the date that pursuant to the  provisions
of this  Section  7(a) the  principal  amount and  accrued  and unpaid  interest
thereon becomes due and payable  because of an Event of Default,  the applicable
interest rate on such amounts shall be increased  without  presentment,  demand,
protest or other  formalities  of any kind,  all of which are  hereby  expressly
waived by the Company to the greater of (i) the highest interest rate chargeable
under Schedule B hereto or (ii) the maximum interest rate allowable by law.


                                      -11-
<PAGE>


          (b)  Subject to the  provisions  of Section 15 hereof,  either or both
Holders may institute  such actions or  proceedings in law or equity as it shall
deem expedient for the protection of their  respective  rights and may prosecute
and  enforce  its claims  against  all assets of the  Company  and or any of its
subsidiaries,  and in  connection  with  any such  action  or  proceeding  shall
together be entitled to receive from the Company payment of the principal amount
of each Loan then outstanding  under this Note plus accrued interest to the date
of payment  plus all  reasonable  expenses  of  collection,  including,  without
limitation, attorneys' fees and expenses.

     8. Obligation of the Holders to Make Loans.

          (a) Subject to fulfillment  of the  conditions  precedent set forth in
Section 10 hereof,  for the period (the "Loan  Period"),  from and including the
date hereof,  and  terminating on the earlier of (i) the Conversion Date or (ii)
the  Maturity  Date,  the  Holders  agree  from  time to time,  on the terms and
conditions of this Note, to make Loans to the Company in an aggregate  principal
amount at any one time  outstanding  up to but not  exceeding  the maximum  loan
amount by the  Holders to the Company of FOUR  MILLION  and 00/100  ($4,000,000)
DOLLARS (the "Maximum Loan  Amount"),  each Holder being  obligated to fund such
Holder's  Pro Rata  Participation  (as defined in Section  14) of the  aggregate
principal  amount of each Loan,  unless  otherwise  agreed by such  Holders  and
subject  to  the   provisions   of  Section   8(b)  hereof   (each  a  "Required
Participation").

          (b) In the event that one Holder (the "Defaulting  Holder") shall fail
to fund a Loan hereunder in the amount of such Holder's  Required  Participation
(an  "Unfunded  Participation")  on the Initial  Funding Date or any  Subsequent
Funding Date, the other Holder (the  "Non-Defaulting  Holder") shall, subject to
fulfillment  of the  conditions  precedent  set forth in Section  10 hereof,  be
obligated  to fund a Loan in the  aggregate  amount of the  Defaulting  Holder's
Unfunded Participation on or prior to two (2) Business Days after the applicable
Initial Funding Date or Subsequent Funding Date.

     9. Procedure for Borrowing.

          (a) The Company may request a borrowing  of a Loan  hereunder,  on any
Business Day during the Loan Period, by delivering to the Holders an irrevocable
written  notice  requesting  such borrowing (a "Funding  Notice"),  which notice
shall state the amount to be borrowed  (which  shall be not less than the lesser
of  $1,000,000.00  or the then  unborrowed  amount of the Maximum Loan Amount or
greater  than the  lesser of  $1,500,000  or the then  unborrowed  amount of the
Maximum Loan  Amount),  signed by a duly  authorized  and specify the  requested
funding date other than the Initial Funding Date (the "Subsequent Funding Date")
which date shall not be earlier than three (3) nor later than ten (10)  Business
Days after the date the Funding Notice is delivered to the Holders.

          (b) Upon the  Company's  request for a  borrowing  pursuant to Section
9(a) hereof, the Holders shall,  assuming all conditions  precedent set forth in
Section 10 hereof have been and continue to be  satisfied  and provided no Event
of Default shall have occurred and be  continuing,  fund the Loan to the Company
on the Initial Funding Date or the Subsequent  Funding Date, as the

                                      -12-


<PAGE>

case may be, in the amount so requested in the Funding Notice in accordance with
the terms and provisions hereof.

     10.  Conditions to Holders Making Any Loans. The making of each Loan to the
Company on any  Business  Day is subject to the  satisfaction  of the  following
conditions precedent, both immediately prior to the making of such Loan and also
after giving effect thereto and to the intended use thereof:

          (a) That no Event of Default shall have occurred and be continuing;

          (b) That the  amount  requested  for each Loan  shall be an amount not
less than the lesser of (x) $1,000,000 or (y) the then unborrowed  amount of the
Maximum Loan Amount and not greater than the lesser of (x) $1,500,000 or (g) the
then unborrowed amount of the Maximum Loan Amount and, except for the last Loan,
be in multiples of $1,000,000.

     11. Successor Company.

          (a) It is acknowledged and agreed that in connection with the proposed
Subsequent Transaction, the Company intends that OnSite Ventures Incorporated, a
newly organized Delaware corporation ("Newco"), will succeed to the business and
affairs of the Company by any such transaction (a "Successor  Transaction")  and
that as a result  thereof:  (i) the  holders of the Common  Units in the Company
will receive the same  percentage  of the total number of shares of Common Stock
of Newco;  (ii) the holders of the Series A  Preferred  Units in the Company (if
the RSI  Subordinated  Note has been converted to Series A Preferred Units) will
receive the same  percentage of the total number of shares of Series A Preferred
Stock in Newco and that such securities shall enjoy the same powers,  rights and
preferences  and be subject to the same  limitations and obligations in Newco as
the Series A Preferred  Stock enjoy in the  Company;  and (iii) that Newco shall
authorize  the  issuance  of the same  number of  shares of Series B  Redeemable
Preferred Stock and Series C Convertible  Preferred Stock as the Company intends
to issue upon the Conversion of this Note as provided  hereunder and the closing
of the  Subsequent  Transaction  and that such  securities  shall enjoy the same
powers,  rights and  preferences,  and be subject  to the same  limitations  and
obligations in Newco as the Series B Preferred  Units and the Series C Preferred
Units enjoy in the Company.

          (b)  From  and  after  the  date of any  Successor  Transaction,  each
reference  herein to any of the following terms shall mean and be a reference to
the term set forth opposite such term as follows:


Term                                     Revised Meaning and Reference
----                                     -----------------------------

Common Units                             Common Stock of Newco

Company                                  Newco

Series A Preferred Units                 Series A Preferred Stock of Newco



                                      -13-


<PAGE>


Series B Preferred Units                 Series B Redeemable Preferred Stock
                                         of Newco

Series C Preferred Units                 Series C Convertible Preferred Stock
                                         of Newco

         (c)  The  Company  covenants  and  agrees  with  each  Holder  that in
connection  with any Successor  Transaction  the Company will cause Newco or any
other  successor to the business and affairs of the Company to  irrevocably  and
unconditionally  assume  all of the  Obligations  hereunder,  including  without
limitation,  the  obligations  set forth in Section 3 to convert  the  aggregate
amount of the Loans to Series B Preferred  Stock and Series C Preferred Stock of
Newco (or the  applicable  security of any other  successor  to the business and
affairs of the Company).

     12. Amendments, Waivers and Consents.

          (a) Any term, covenant,  agreement or condition contained in this Note
may, with the consent of the Company, be amended or compliance  therewith may be
waived (either generally or in a particular instance and either retroactively or
prospectively),  if the Company  shall have  obtained  the consent in writing of
each of the Holders.

     13.  Transfer.  This  Note  shall  be  binding  upon  the  Company  and its
successors  and assigns and may not be  transferred  by the Company  without the
prior written  consent of both Holders.  Neither Holder may transfer,  pledge or
otherwise  encumber its interest in this Note without the prior written  consent
of the other Holder;  provided,  that nothing in this Note shall prevent  either
Holder from transferring any direct or indirect  ownership interest in this Note
to any  transferee or assignee,  if any person who was a  controlling  person in
such Holder  immediately  before such  transfer or  assignment  is a controlling
person of such  transferee  or  assignee  immediately  after  such  transfer  or
assignment.

     14.  Definitions.  For the purposes of this Note the following  terms shall
have the meaning ascribed thereto in this Section 14.

          (a)  "Affiliate"  means with respect to any person:  (i) any person at
the time  directly or indirectly  controlling,  controlled by or under direct or
indirect common control (whether by ownership of voting securities,  contract or
otherwise) with such person; and (ii) any executive officer,  senior employee or
director (or a person with similar responsibilities) of such person.

          (b) "Consent of the  Holders"  means the  affirmative  vote or written
consent of all of the Non-Defaulting Holders.

          (c)  "Conversion  Ratio"  means the amount  expressed  as a percentage
equal to a fraction (x) the numerator of which is equal to the aggregate  dollar
amount of the Loans  outstanding on the Conversion  Date and (y) the denominator
of which is the  aggregate  dollar  amount of the  investment  being made in the
Subsequent  Transaction,  including  the  aggregate  dollar  amount of the Loans
outstanding on the Conversion Date.


                                      -14-


<PAGE>


          (d)  "Indebtedness"  means:  (i) any  liability of the Company (x) for
borrowed money, (y) evidenced by a note, debenture,  bond or other instrument of
indebtedness  (including,  without  limitation,  a purchase  money  obligation),
including any given in connection  with the  acquisition of property,  assets or
service, or (z) for the payment of rent or other amounts relating to capitalized
lease obligations; (ii) any liability of others which the Company has guaranteed
or which is otherwise its legal liability; and (iii) any modification,  renewal,
extension,  replacement or refunding of any such liability;  provided,  however,
that Indebtedness shall not include unsecured trade debt.

          (e)  "Holder's Pro Rata  Participation"  shall mean (i) in the case of
RSI,  an amount  equal to (A) the total RSI Units  divided by (B) the sum of the
total RSI Units, plus the total Veritech Units, plus the total Hornig Units; and
(ii) in the case of Veritech, an amount equal to (A) the sum of the total number
of Veritech  Units plus the total number of Hornig Units  divided by (B) the sum
of the total RSI Units,  plus the total  Veritech  Units,  plus the total Hornig
Units, in each case, at the time of determination.

          (f)  "Hornig  Units"  shall  mean the  number  of Common  Units  which
Veritech  Ventures LLC may  transfer to Daren Hornig (or any of his  affiliates)
pursuant to Section 5(a) of the amended and restated limited  liability  company
agreement of the Company.

          (g)  "Junior  Debt"  means  all  present  future  Indebtedness  of the
Company,  if any,  which by its  terms is  junior  in  right of  payment  to the
Indebtedness represented by this Note and any Indebtedness of the Company to any
of its members or any of their respective Affiliates other than the Indebtedness
hereunder.

          (h) "Liens" means any lien, encumbrance,  claim, charge or restriction
on or with respect to the membership interests in the Company other than a lien,
encumbrance,  claim,  charge or  restriction  imposed  by this Note or which was
granted in order to secure any  obligation of the Company or any guaranty of any
obligation of the Company at the request of the Company.

          (i)  "Person"   means  any  entity  or   individual,   including   any
corporation,   limited  liability  company,   partnership,   trust,  foundation,
government, government agency or authority.

          (j) "RSI Units" shall mean the total number of Common Units and Series
A Units which RSI owns or would own upon the conversion of the RSI  Subordinated
Note, in each case, at the time of determination.

          (k) "Veritech Units" shall mean the total number of Common Units which
Veritech  Ventures  LLC  ( a  member  in  the  Company)  owns  at  the  time  of
determination less the number of the Hornig Units.

     15. Intercreditor Agreement.

          (a) Except as  otherwise  provided  in this  Section  15,  each Holder
covenants and agrees that neither  Holder shall  exercise its right to foreclose
on any of the Collateral


                                      -15-
<PAGE>


or any of the collateral  provided  under the  Subsidiary  Guaranty and Security
Agreement  (the  "Subsidiary  Collateral")  pursuant  to Section  4(e) hereof or
otherwise or institute any  proceeding to so foreclose on such property  without
the Consent of the Holders. At any time from and after the date that an Event of
Default  has  occurred  and is  continuing  and the  Holders  have the  right to
foreclose on the Collateral  and/or the Subsidiary  Collateral,  if both Holders
are  required  to vote in favor of or consent to such  action in order to obtain
the Consent of the  Holders,  then either  Holder may request the Consent of the
Holders by giving a notice to such effect to the other Holder.

          (b) On or prior to five (5)  Business  Days  after  the date  that the
notice described in the immediately  preceding  subsection is given to the other
Holder,  each Holder shall give a notice to the other Holder specifying  whether
the party  giving  such  notice  elects to have both  Holders  foreclose  on the
Collateral and the Subsidiary Collateral (a "Foreclosure Election") or elects to
have all, but not less than all, of the Obligations  owed to the Holders paid in
full by the  Company  issuing  Common  Units to the Holders in  accordance  with
Section  15(d)  hereof (a  "Conversion  Election").  If a Holder does not make a
Foreclosure  Election or a Conversion  Election on or prior to the expiration of
such five (5)  Business  Day period,  then such  Holder  shall be deemed to have
elected a Conversion Election.

          (c) If both the  Holders  shall  have  elected  (or is  deemed to have
elected) a  Foreclosure  Election,  then each  Holder  shall  promptly  take all
commercially  reasonable actions requested by the other Holder to foreclose upon
the  Collateral  and the  Subsidiary  Collateral in accordance  with the Uniform
Commercial Code.

          (d) If both of the Holders  shall have  elected (or are deemed to have
elected) a Conversion Election,  then all of the Obligations owed to each of the
Holders  under this Note  shall be paid in full by the  Company  issuing  Common
Units to the Holders as provided below, and each of the Holders agrees to accept
such  Common  Units as payment in full of all  Obligations  owed to such  Holder
hereunder:

          The  aggregate  number of Common  Units (the "Pay Off Units") to be so
issued to both Holders shall equal:

               (i) the sum of total  number of (x) Common  Units in the  Company
          and (y) the total  number of  Series A Units of the  Company,  in each
          case, on a fully  diluted  basis  assuming all Common Units subject to
          options  have been  issued  and  assuming  the  conversion  of the RSI
          Subordinated  Note  into  Series  A  Preferred  Units  in the  Company
          accordance with its terms;

               (ii) multiplied by a fraction (x) the numerator of which is equal
          to the aggregate  principal amount of outstanding  Loans funded by the
          Holders  hereunder  and the then accrued and unpaid  interest  thereon
          immediately  prior to such issuance,  and (y) the denominator of which
          is equal to TEN MILLION EIGHT HUNDRED THOUSAND and 00/00 DOLLARS.

          The  aggregate  number of Pay Off Units to be issued to a Holder shall
equal the aggregate number of the Pay Off Units multiplied by a fraction (x) the
numerator of which is equal to the  aggregate  principal  amount of  outstanding
Loans funded by such Holder hereunder


                                      -16-
<PAGE>


immediately  prior to the issuance of the Pay Off Units and (y) the  denominator
of which is equal to the aggregate  principal amount of outstanding Loans funded
by both of the Holders  hereunder  immediately  prior to the issuance of the Pay
Off Units.

          (e) If one Holder  shall have elected a  Foreclosure  Election and the
other  Holder  shall have  elected (or is deemed to have  elected) a  Conversion
Election,  then the Holder which  elected the  Conversion  Election (the "Opt In
Holder")  shall have three (3) Business Days from the date of the  expiration of
the five (5)  Business  Day period  described  in Section  15(b) to rescind  its
Conversion Election and elect a Foreclosure  Election by giving a notice to such
effect to the other  Holder.  If the Opt In Holder so changes its election for a
Conversion Election to a Foreclosure Election within such three (3) Business Day
period,  then the Holders shall  foreclose on the  Collateral and the Subsidiary
Collateral in accordance with Section 15(c) hereof.

          (f) If the Opt In Holder does not change its Conversion  Election to a
Foreclosure  Election as provided in Section 15(e) hereof,  then the Obligations
hereunder  to both of the Holders  shall be paid in full by the  issuance of the
Pay Off Units to the Holders in accordance  with the provisions of Section 15(d)
hereof and each Holder shall accept such Pay Off Units in full  satisfaction  of
the Obligations owed to such Holder hereunder;

          (g) Upon the  payment  in full of this Note  pursuant  to  Section  15
(either by the  issuance and sale of the Pay Off Units or  otherwise,  this Note
shall be canceled by the Holders and delivered by the Holders to the Company.

          (h) Upon the  issuance of the Pay Off Units  pursuant to this  Section
15, the  Company  shall  deliver to the Holder or Holders  receiving  such Units
evidence of such issuance in form and substance reasonably  satisfactory to such
Holder or Holders in accordance with the terms and conditions of the amended and
restated limited liability company agreement of the Company.

          (i) Each of the Holders acknowledge and agree that the issuance of the
Pay Off Units  pursuant  to this  Section 15 has been  approved  by the Board of
Managers of the Company by all necessary action.

          (j) Subject to the  provisions of Section  15(k)  hereof,  the Company
covenants  and agrees to make all  payments  of  principal  and  interest to the
Holders on a pro rata basis based on the aggregate  amount of Loans then made by
each such Holder to the Company as conclusively  evidenced by Schedule A hereto.
Subject to the  provisions of Section  15(k),  each of the Holders  covenant and
agree that they shall only  receive  payments of  principal  and interest of the
aggregate  amount of the Loans or any proceeds from the exercise of any security
rights or any other rights under this Note or the  Unconditional and Irrevocable
Guarantee of Payment and Security  Agreement  attached  hereto (the  "Subsidiary
Guaranty and  Security  Agreement")  on a pro rata basis based on the  aggregate
amount of Loans then made by each such  Holder to the  Company  as  conclusively
evidenced by Schedule A hereto.

          (k) The  Non-Defaulting  Holder shall receive first priority as to all
payments by the Company or its subsidiaries and proceeds from the Collateral and
the Subsidiary


                                      -17-
<PAGE>


Collateral  required to be made to the Holders under the terms and conditions of
this Note and/or the Subsidiary  Guaranty and Security  Agreement to the extent,
and  until  payment  in  full,  of the  net  aggregate  amount  of the  Unfunded
Participation loaned by the Non-Defaulting Holder to the Company hereunder.  All
payments of such principal, interest and/or collateral after the payment in full
of such priority shall be made or received by the Holders as provided in Section
15(j) after taking into effect (and  therefore  reducing) the amount of Loans of
the Non-Defaulting Holder paid pursuant to this Section 15(k).

          (l) If any Holder (a "recipient  Holder")  shall receive any amount of
principal,  interest  and/or  proceeds  from the  Collateral  and/or  Subsidiary
Collateral  from any  obligor  under this Note or the  Subsidiary  Guaranty  and
Security  Agreement that is in excess of the amountsuch  recipient  Holder has a
right to receive  under the  provisions  of Section  this  Section  15, then the
recipient  Holder shall promptly  remit to the other Holder (the  "non-recipient
Holder") an amount equal to such excess;  provided,  however, that if all or any
portion of such  excess  amount is  thereafter  recovered  by the  non-recipient
Holder  from any  obligor  under the Note  and/or the  Subsidiary  Guaranty  and
Security  Agreement,  the non-recipient  Holder shall immediately  return to the
recipient  Holder the portion of such excess  amount  received by it,  provided,
that if such excess shall not be turned over to the non-recipient  Holder within
five  (5)  business  days of its  receipt  by the  recipient  Holder,  then  the
non-recipient  Holder may sue the  recipient  Holder for  damages.  Any windfall
(that is, any amounts  received by both Holders in excess of the amount that the
Company is obligated to pay under this Note) shall be shared by the Holders on a
pro rata basis in  accordance  with each  Holder's  total amount of Loans funded
under this Note.

          (m) Each Holder  covenants and agrees that neither Holder shall extend
any additional loans or other Indebtedness to the Company except as provided for
under the terms of this Note.

          (n) Each of the Company and each Holder  covenant and agree to endorse
or otherwise amend,  modify or revise Schedule A attached hereto to reflect each
Loan and each permitted  transfer  and/or  assignment or payment  thereof on the
date of any such transaction and to take all further action necessary to validly
issue and deliver free and clear of any liens or encumbrances the Pay Off Units.

          (o) Veritech  represents  and warrants that it is a direct or indirect
wholly owned  subsidiary  of JAH  Realties,  L.P. or Jon  Halpern,  and Veritech
acknowledges  and  agrees  that its  right to  participate  in the  transactions
contemplated by this Note are solely contingent upon the Veritech being a direct
or indirect wholly owned  subsidiary of JAH Realties,  L.P. or Jon Halpern as of
the date hereof.

          (p) If Pay Off Units are issued to the Holders in accordance with this
Section 15 in  satisfaction  of the  Obligations  under  this Note and  Veritech
Ventures LLC (a member in the Company) or any of its Affiliates sells, transfers
or assigns to Daren Hornig ("Hornig") or any Affiliate of Hornig,  any or all of
the Hornig  Units (or any other  securities  issued with  respect to such Common
Units in  accordance  with the amended and restated  limited  liability  company
agreement of the Company), then on the date of such sale, transfer or assignment
Veritech  shall  transfer and assign to RSI that number of Pay Off Units that is
equal to:


                                      -18-
<PAGE>



               (i)  the  total  number  of Pay  Off  Units  issued  to  Veritech
          hereunder;

               (ii) multiplied by the percentage equal to:

          (A) the  percentage  represented  by the fraction (x) the numerator of
     which is equal to the aggregate  number of Veritech Units and Horning Units
     and (y) the  denominator  of which is equal to the aggregate  number of RSI
     Units, Veritech Units and Hornig Units; less

          (B) the  percentage  represented  by the fraction (x) the numerator of
     which  is equal to the  aggregate  number  of  Veritech  Units  and (y) the
     denominator  of which is equal to the  aggregate  number  of RSI  Units and
     Veritech Units,

     in each case, on the date that the Pay Off Units are issued by the Company.

On the date of such transfer and assignment of Pay Off Units by Veritech to RSI,
Veritech  shall  execute and deliver an  instrument  of  assignment  in form and
substance reasonably satisfactory to RSI.

          (q) Upon any  transfer  and  assignment  of Pay Off Units  pursuant to
Section  15(q)  hereof,  RSI shall pay to Veritech an amount  equal to the total
principal amount of Loans multiplied by a fraction (x) the numerator of which is
equal to the number of Pay Off Units actually  transferred  and assigned and (y)
the  denominator of which is equal to the total number of Pay Off Units.  On the
date that such Pay Off Units are  transferred  and  assigned by Veritech to RSI,
RSI shall pay such amount by wire transfer to the account previously  designated
by  Veritech  or, if no account is  designated  by  Veritech on or prior to such
date, by mailing a check to the address of Veritech specified above.

          (r) Each  Holder  covenants  and  agrees  that  neither  Holder  shall
exercise its rights  provided  under  Section 4(d) hereof or Section 4(d) of the
Subsidiary  Guaranty and Security  Agreement without the Consent of the Holders,
which  approval  or  consent  shall not be  unreasonably  withheld,  delayed  or
conditioned.  Each of the  Holders  hereby  consents  to the  filing  of the UCC
Financing  Statements executed by the Company and/or any of its subsidiaries and
the notation in the official books and records of each subsidiary of the Company
to the effect that all of the membership  interests therein are pledged pursuant
to the terms and conditions of this Note.

     16. Miscellaneous.

          (a)  Notices.  All  notices  given  pursuant  to this Note shall be in
writing and shall be made by  hand-delivery,  first-class  mail  (registered  or
certified,  return  receipt  requested),  telex,  telecopier,  or overnight  air
courier guaranteeing next day delivery to the address specified below or to such
other  address  specified  by any such  Person in writing to the Company and the
Holders:



                                      -19-
<PAGE>


               (i)   if to the Company,
                     to the principal office of the Company:

                     680 Fifth Avenue
                     New York, New York  10019
                     Attention:  Scott Jarus
                     Tel:    (212) 324-1500
                     Fax:    (212) 324-1550

                  ii) if, to any of the Holders:

                      RSI-OSA Holdings,  Inc.
                      225 Broadhollow Road
                      Melville, New York  11747
                      Tel:  (516)  719-7400
                      Fax:  (516)  719-7405
                      Attention: Jeffrey Neumann and Jason Barnett, Esq.

                      JAH Realties, L.P.
                      2 Manhattanville Road
                      Suite 205
                      Purchase, New York  10577
                      Tel:  (914) 460-0660
                      Fax:  (914) 460-0661
                      Attention:  Jon Halpern and Michael Kaplan, Esq.

                      with a copy of each notice provided to the Company or any
                      Holder to:

                      Herrick, Feinstein LLP
                      2 Park Avenue
                      New York, New York  10016
                      Tel:  (212) 592-1400
                      Fax:  (212) 889-7577
                      Attention:  Richard Morris, Esq.

                                and

                      Battle Fowler LLP
                      75 East 55th Street
                      New York, New York 10022
                      Tel: (212) 856-6848
                      Fax: (212) 856-7811
                      Attention: Michael A. Mishaan, Esq.

              iii) Except as  otherwise  provided in this  Agreement,  each such
          notice  shall  be  deemed  given  at the time  delivered  by hand,  if
          personally delivered;  five business days after being


                                      -20-
<PAGE>


deposited in the mail,  postage  prepaid,  if mailed;  when  answered  back,  if
telexed;  when receipt  acknowledged,  if telecopied;  and the next business day
after  timely  delivery  to the  courier,  if  sent  by  overnight  air  courier
guaranteeing next business day delivery.

          (b)  Jurisdiction.  All  actions  and  proceedings  arising out of, or
relating  to,  this  Agreement  shall be heard  and  determined  in any state or
federal  court  sitting in New York.  The Company,  by execution and delivery of
this  Note,  expressly  and  irrevocably  consent  and  submit  to the  personal
jurisdiction  of any of such  courts  in any such  action  or  proceeding;  (ii)
consent  to the  service  of any  complaint,  summons,  notice or other  process
relating to any such action or proceeding  by delivery  thereof to such party by
hand or by certified mail,  delivered or addressed as set forth in this Section;
and (iii) waive any claim or defense in any such action or  proceeding  based on
any  alleged  lack  of  personal  jurisdiction,  improper  venue  or  forum  non
conveniens or any similar basis.

          (c) Specific  Performance and Injunctive  Relief. The Company and each
of the Holders  recognize and acknowledge that the Conversion Shares and Pay Off
Units shall be closely held and that,  accordingly,  in the event of a breach or
default by one or more of the Holders or the Company of the terms and conditions
of  Sections  3  and/or  8  and/or  15,  the  damages  to  the  Holders  or  the
Non-Defaulting  Holder or the Opt In Holder,  the case may be, may be impossible
to ascertain  and such  parties will not have an adequate  remedy at law. In the
event  of any such  breach  or  default  in the  performance  of the  terms  and
provisions  of  Sections 3 or 8 or 15 hereof  the  Holder or the  Non-Defaulting
Holder  or the Opt In Holder  aggrieved  thereby,  as the case may be,  shall be
entitled  to  institute  and  prosecute  proceedings  in any court of  competent
jurisdiction, either at law or in equity, to enforce the specific performance of
the terms and  conditions  of this Note,  to enjoin  further  violations  of the
provisions of this Note and/or to obtain damages. Such remedies shall however be
cumulative  and not  exclusive  and shall be in addition  to any other  remedies
which any  party may have  under  this  Note or at law  (including  the right to
receive  Conversion Shares as provided in Section 8 and/or receive Pay Off Units
as provided in Section 15, in each case, as partial "liquidated damages").  Each
party hereby waives any  requirement  for security or the posting of any bond or
other surety and proof of damages in connection  with any temporary or permanent
award of injunctive,  mandatory or other equitable  relief and further agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.

          (d)  Attorneys'  Fees. In any action or proceeding  brought to enforce
any provision of this Note, or where any provision hereof is validly asserted as
a  defense,  the  successful  party  shall be  entitled  to  recover  reasonable
attorneys' fees and all disbursements in addition to any other available remedy.

          (e)  Severability.  If any  provision of this Note or the  application
thereof to any party or circumstance  shall be held invalid or  unenforceable to
any extent, the remainder of this Note and the application of such provisions to
the other parties or  circumstances  shall not b e affected thereby and shall be
enforced to the greatest extent permitted by applicable law.

          (f)  Counterparts.  This  Note  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  and all of  which  shall
together constitute one agreement.



                                      -21-


<PAGE>

          (g)  Interpretation.  Any word or term  used in this  Note in any form
shall be masculine,  feminine,  neuter,  singular or plural,  as proper  reading
requires. The words "herein", "hereof", "hereby" or "hereto" shall refer to this
Note unless otherwise expressly  provided.  Any reference herein to a Section or
any exhibit or schedule  shall be a reference to a Section of, and an exhibit or
schedule to, this Note unless the context otherwise requires.

          (h) Replacement of the Note. Upon receipt of evidence  satisfactory to
the Company of the loss, theft, destruction or mutilation of this Note (and upon
surrender of this Note if mutilated),  and upon  reimbursement  of the Company's
reasonable  incidental  expenses,  the Company  shall execute and deliver to the
Holders a new Note of like date, tenor and denomination.

          (i) No  Waivers.  No course of dealing and no delay or omission on the
part of the Holders in exercising  any right or remedy shall operate as a waiver
thereof or otherwise  prejudice  the  Holders'  rights,  powers or remedies.  No
right,  power  or  remedy  conferred  by this  Note  upon the  Holders  shall be
exclusive  of any  other  right,  power or remedy  referred  to herein or now or
hereafter  available at law, in equity,  by statute or  otherwise,  and all such
remedies may be exercised singly or concurrently.

          (j) Amendments.  This Note may be amended only by a written instrument
executed by the Company and the Holders hereof.  Any amendment shall be endorsed
upon this Note, and all future Holders shall be bound thereby.

          (k) Jurisdiction. This Note has been negotiated and consummated in the
State of New York and shall be governed by and construed in accordance  with the
laws of the State of New York,  without  giving effect to  principles  governing
conflicts of law.

     17.  Consents and  Approvals.  Any action to be taken by the Company or any
Holder  under this Note which  requires the consent or approval of, or notice to
or filing with, a  governmental  agency or authority  shall not be taken without
such  consent or approval  having been  received and in full force and effect or
such notice or filing  having  been made and in full force and  effect,  in such
case, in accordance with applicable law rule and regulation.

                      [THE NEXT PAGE IS THE SIGNATURE PAGE]


                                      -22-
<PAGE>


                  IN WITNESS  WHEREOF,  each of the Company and the Holders have
caused this Note to be executed and dated the day and year first above written.

                                        THE COMPANY:

                                        ONSITE VENTURES, L.L.C.

                                        By:_____________________________________
                                           Name:    Jon Halpern
                                           Title:   Manager


                                        THE HOLDERS:

                                        RSI-OSA HOLDINGS, INC.

                                        By:_____________________________________
                                           Name:
                                           Title:

                                        JAH REALTIES, L.P.

                                        By: JLH Realty Management Service, Inc.,
                                            its general partner

                                        By:  ___________________________________

                                             Name:    Jon Halpern
                                             Title:   President


                                      -23-
<PAGE>


    UNCONDITIONAL AND IRREVOCABLE GUARANTEE OF PAYMENT AND SECURITY AGREEMENT


     1.  Preamble.  Reference  is hereby  made to that  certain  Senior  Secured
Promissory  Note and Loan and  Security  Agreement  to which this  agreement  is
affixed (the "Note").  All Capitalized terms used in this agreement that are not
otherwise  defined shall have the respective  meanings  ascribed  thereto in the
Note.

     2.   Guarantee.   Each  of  OSA,   OSL  and  GC  hereby   irrevocably   and
unconditionally, jointly and severally, guarantee that the Company shall pay the
Obligations hereunder at the times and in the manner provided in the Note to the
extent such  payment(s)  would not have been excused were any such guarantor the
direct obligor thereunder.  This guarantee shall be an absolute,  unconditional,
present and continuing  guaranty of payment and not of collectability  and is in
no way  conditioned  or  contingent  upon any  attempt to collect  from any such
guarantor or the Company.

     3.  Consideration  Received  by each  Guarantor.  Each  of the  undersigned
guarantors of the Obligations hereby represents and warrants to the Holders that
the business and affairs of such  guarantors  constitute the entire business and
affairs of the Company, that the proceeds of each Loan made under the Note shall
benefit the business of each such guarantor,  that such guarantors  would not be
able to continue their  respective  business and affairs without the proceeds of
the Loans made under the Note,  that this  guarantee  and the security  interest
granted  hereunder to secure such  obligations were made and incurred by each of
the  undersigned  guarantors  for fair  consideration  pursuant to a  bona-fide,
arms-length  transaction,  and that approval of this Endorsement was made in the
good faith upon  judgment of each such  guarantor and is for the benefit of each
such guarantor.

     4. Grant of Security  Interest.  Each of OSA, OSL and GC (each  referred to
herein as the "Grantor")  hereby grant to the Holders a first priority  security
interest in and agree and covenant to the following:

          (a) All obligations of the Grantor under the Note, including,  without
limitation,  payment of  principal  and  accrued  interest  hereunder,  shall be
secured by a pledge of the  Grantor of all of the assets of the  Grantor and the
Grantor  hereby  assigns,  pledges,  and grants to RSI for its  benefit  and the
ratable  benefit of the  Holders a  security  interest  in all of the  Grantor's
right, title, and interest in and to the following (the "Collateral"):

                  (1) all of the  Grantor's  now owned and  hereafter  acquired,
present  and  future,  accounts,  chattel  paper,  documents,  and  instruments,
including,  without limitation all obligations to the Grantor for the payment of
money,  whether  arising  out of the  Grantor's  sale of goods or  rendition  of
services or otherwise (all hereinafter called "Accounts, Etc.");

     (2) all of the Grantor's rights,  remedies,  security and liens, in, to and
in respect  of the  Accounts,  Etc.,  present  and  future,  including,  without
limitation,   rights  of  stoppage  in  transit,   replevin,   repossession  and
reclamation and other rights and remedies of an unpaid vendor, lienor or secured
party, guaranties or other contracts of suretyship with respect to the Accounts,
Etc., deposits

                Subsidiary Guaranty and Security Agreement Page I



<PAGE>



or other  security  for the  obligation  of any  debtor  or  obligor  in any way
obligated on or in  connection  with any  Accounts,  Etc.,  and credit and other
insurance;

     (3) all of the Grantor's right, title and interest, present and future, in,
to and in respect of all goods  relating to, or which by sale have  resulted in,
Accounts, Etc., including,  without limitation,  all goods described in invoices
or other documents or instruments with respect to, or otherwise  representing or
evidencing any Accounts, Etc., and all returned, reclaimed or repossessed goods;

     (all of the assets described in paragraphs "(1)", "(2)" and "(3)" above are
     hereinafter called "Receivables")

     (4) all inventory of whatsoever name, nature, kind or description now owned
and hereafter  acquired,  present and future, by the Grantor,  wherever located,
including,  without  limitation,  all contract  rights with respect  thereto and
documents  representing  the  same,  all  goods  held for sale or lease or to be
furnished  under  contracts of service,  finished  goods,  work in process,  raw
materials,  materials used or consumed by the Grantor,  parts, supplies, and all
wrapping,  packaging,  advertising  and  shipping  materials  and any  documents
relating thereto,  and all labels and other devices,  names and marks affixed or
to be affixed  thereto for purposes of selling or of identifying the same or the
seller or manufacturer thereof, and all right, title and interest of the Grantor
therein and thereto (all hereinafter called "Inventory");

     (5)  all  machinery,  equipment,  furniture,  fixtures,  tools,  parts  and
supplies  (excluding motor vehicles) now owned and hereafter  acquired,  present
and future,  by the Grantor of whatsoever  name,  nature,  kind or  description,
wherever located,  and all additions and accessions  thereto and replacements or
substitutions therefor (all hereinafter called "Equipment");

     (6) all of the Grantor's right, title and interest,  present and future, in
and to (i) all letters  patent of the United  States or any other  country,  all
right,  title and  interest  therein  and  thereto,  and all  registrations  and
recordings thereof, including, without limitation,  applications,  registrations
and  recordings  in the  United  States  Patent and  Trademark  Office or in any
similar  office or agency of the United  States,  and State thereof or any other
country or any political subdivision thereof, all whether now owned or hereafter
acquired   by   the   Grantor,    and   (ii)   all   reissues,    continuations,
continuations-in-part  or extensions thereof and all licenses thereof ("(i)" and
"(ii)" collectively called "Patents");

     (7) all of the Grantor's right, title and interest,  present and future, in
and to (i) all trademarks,  trade names, trade styles, service marks, prints and
labels on which said  trademarks,  trade names,  trade styles and service  marks
have appeared or appear,  designs and general  intangibles  of like nature,  now
existing or hereafter adopted or acquired, all right, title and interest therein
and thereto,  and all registrations and recordings thereof,  including,  without
limitation,  applications,  registrations  and  recordings  in the United States
Patent and  Trademark  Office or in any  similar  office or agency of the United
States,  any State  thereof,  or any other country or any political  subdivision
thereof,  all whether now owned or hereafter  acquired by the Grantor,  (ii) all
reissues, extensions or renewals thereof and all licenses thereof, and (iii) the
goodwill of the business symbolized by each of the Trademarks,  and all customer
lists and other records of the Grantor  relating to the distribution of products
bearing  the   Trademarks   ("(i)"  "(ii)"  and  "(iii)"   collectively   called
"Trademarks");


               Subsidiary Guaranty and Security Agreement Page II


<PAGE>


     (8) all other  general  intangibles  of every kind and  description  of the
Grantor,  including,  without  limitation,  Federal,  State and local tax refund
claims of all kinds, and any present or future right of the Grantor to or in its
employee or other pension,  retirement or similar plans and any assets  thereof,
or any portion  thereof,  including but not limited to refunds for  overpayment,
distributions  upon  termination,  reversion of any surplus assets or otherwise,
whether now existing or hereafter arising;

     (9) all of the Grantor's deposit  accounts,  whether now owned or hereafter
created, wherever located;

     (10) all monies,  securities,  instruments,  cash and other property of the
Grantor and the proceeds  thereof,  now or hereafter  held or received by, or in
transit to, the Holders  (or any of them) from or for the  Grantor,  whether for
safekeeping, pledge, custody, transmission,  collection or otherwise, and all of
the Grantor's deposits (general or special, balances, sums, proceeds and credits
of the Grantor with the Holders (or any of them) at any time existing);

     (11) all books,  records,  customer lists, ledger cards, computer programs,
computer tapes,  disks or other  electronic  media,  printouts and records,  and
other property and general intangibles at any time evidencing or relating to any
of the foregoing, whether now in existence or hereafter created;

     (12) all  contract  rights  (whether  such  contract  is  written  or oral,
including,  without  limitation,   license  and  telecommunications  and  wiring
agreements,  management,  employment  and operator  agreements  and referral fee
arrangements), whether now in existence or hereafter created;

     (13) any and all  products  and  proceeds of any of the  foregoing,  in any
form,  including,  without  limitation,  any insurance proceeds or claims by the
Grantor  against third parties for loss or damage to or  destruction  of any and
all of the  foregoing  collateral  and any claims by the Grantor  against  third
parties for infringement of the Trademarks or the Patents.

         (all of the assets described in paragraphs "(8)",  "(9)", "(10)" "(11)"
         "(12)" and "(13)" hereinafter called "Additional Collateral")

     (14) All of the following (the "Security Collateral"):

               (i) All shares of stock, any security convertible or exchangeable
          to shares of stock of, or any other equity  interest in, any entity or
          any right  (whether  or not  contingent)  to acquire  any such  stock,
          security or equity  interest from time to time acquired by the Grantor
          in any  manner,  and the  certificates  representing  such  additional
          shares, and all dividends, cash, instruments,  and other property from
          time to time received, receivable, or otherwise distributed in respect
          to or in exchange for any or all of such shares; and

               (ii) All  additional  Indebtedness  from time to time owed to the
          Grantor   by  any   issuer  and  the   instruments   evidencing   such
          Indebtedness,  and all interest, cash, instruments, and other property
          from time to time received,  receivable,  or otherwise  distributed in
          respect of or in exchange for any or all of such Indebtedness;


               Subsidiary Guaranty and Security Agreement Page III


<PAGE>



     (15) All proceeds of any and all of the  foregoing  Collateral  (including,
without limitation, proceeds which constitute property of the types described in
clauses (1)-(14) of this Section 4), and, to the extent not otherwise  included,
all (a) payments under insurance  (whether or not any of the Holders is the loss
payee thereof), or any indemnity,  warranty,  or guaranty,  payable by reason of
loss or damage to or otherwise with respect to any of the foregoing  Collateral,
and (b) cash.

          (b) This instrument shall constitute a security agreement for purposes
of the Uniform  Commercial Code and this  instrument and the Collateral  secures
the payment of all obligations (collectively,  the "Obligations") of the Grantor
now or hereafter  existing under (i) this Note or (ii) all future obligations of
the Grantor to the Holders or any of them,  whether any of the aforesaid are for
principal,  interest, fees, charges,  expenses, or otherwise,  whether direct or
indirect, joint or several, due or to become due, whether or not contemplated by
the parties at the time of execution of this Note.

          (c) Anything herein to the contrary  notwithstanding,  (i) the Grantor
shall  remain  liable  under  the  contracts  and  agreements  included  in  the
Collateral  to the  extent set forth  therein  to perform  all of its duties and
obligations thereunder to the same extent as if this Note had not been executed;
(ii) the  exercise by the Holders or any of them of any rights  hereunder  shall
not  release  the  Grantor  from any of its  duties  or  obligations  under  the
contracts and agreements  included in the  Collateral;  and (iii) neither of the
Holders  shall  have  any  obligation  or  liability  under  the  contracts  and
agreements  included  in the  Collateral  by reason of this Note,  nor shall the
Holders or any of them be obligated to perform any of the  obligations or duties
of the Grantor  thereunder or to take any action to collect or enforce any claim
for payment assigned hereunder.

          (d) All  certificates  or instruments  representing  or evidencing the
Security  Collateral  shall be delivered to the Holders and shall be in suitable
form  for  transfer  by  delivery,  or  shall be  accompanied  by duly  executed
instruments  of  transfer  or  assignment  in blank,  all in form and  substance
satisfactory  to the Holders.  The Holders shall have the right,  at any time in
their  sole and  absolute  discretion  and  without  notice to the  Grantor,  to
transfer to or to  register in the name of the Holders or any of their  nominees
any or all of the Security Collateral.  The Holders shall have the right, at any
time in its discretion  and without notice to the Grantor,  to cause a legend to
be placed on any certificate  representing Pledged Shares or Security Collateral
and/or cause the issuer of any of the Pledged  Shares or Security  Collateral to
mark  the  official  books  and  records  of  such  issuer,  in  each  case,  to
appropriately  note the security interest of the Holders to the effect that such
security is subject to the  provisions  of this Note.  In addition,  the Holders
shall  have the  right,  after the  occurrence  and  continuance  of an Event of
Default,  at any time to exchange  certificates  or instruments  representing or
evidencing  Security  Collateral for  certificates  or instruments of smaller or
larger denominations.

       (e) Upon the occurrence of an Event of Default, the Holders shall have
all rights and remedies  under the Uniform  Commercial  Code with respect to the
Collateral.

     5. Effective Time. This Subsidiary Guaranty and Security Agreement shall be
effective  immediately upon the receipt of all necessary  consents and approvals
under any and all  applicable  laws and upon the filing of all notices  required
under any and all applicable laws.


               Subsidiary Guaranty and Security Agreement Page IV


<PAGE>


                  IN WITNESS WHEREOF,  each of the undersigned has duly executed
and delivered this Endorsement to the above referenced instrument as of this 4th
day of February, 1999


                               ONSITE ACCESS LLC

                               By:      OnSite Ventures, L.L.C., its sole member


                               By:   ___________________________________________
                                     Name:
                                     Title:




                               ONSITE ACCESS LOCAL LLC

                               By:      OnSite Ventures, L.L.C., its sole member


                               By:    __________________________________________
                                      Name:
                                      Title:



                               GLASS CIRCUITS LLC

                               By:      OnSite Ventures, L.L.C., its sole member


                               By:    __________________________________________
                                      Name:
                                      Title:













                Subsidiary Guaranty and Security Agreement Page V




<PAGE>



                                   SCHEDULE A

   (ATTACHED TO CONVERTIBLE SENIOR SECURED LOAN AGREEMENT AND PROMISSORY NOTE)

               IN THE INITIAL MAXIMUM LOAN AMOUNT OF $4,000,000.00

                           FOR ONSITE VENTURES, L.L.C.


<TABLE>
<CAPTION>
<S>        <C>                     <C>                    <C>                       <C>     
DATE       AMOUNT OF LOAN              AMOUNT OF          TOTAL OUTSTANDING         AGGREGATE     ENDORSEMENT
                                       REPAYMENT                                    OUTSTANDING     MADE BY
----       --------------              ---------          -----------------         ---------     -----------
          RSI      VERITECH       RSI       VERITECH       RSI     VERITECH
          ---      --------       ---       --------       ---     --------

</TABLE>



















               Subsidiary Guaranty and Security Agreement Page VI

<PAGE>


                                   SCHEDULE B

Interest Rate Schedule


                                                            Annual Interest Rate
Applicable Period                                           (compounded monthly)
-----------------                                           --------------------
January 1, 1999 to January 31, 1999                                 15%
-----------------------------------                                 ---
February 1, 1999 to February 28, 1999                               15%
-------------------------------------                               ---
March 1, 1999 to March 31, 1999                                     15%
-------------------------------                                     ---
April 1, 1999 to April 30, 1999                                     16%
-------------------------------                                     ---
May 1, 1999 to May 31, 1999                                         17%
---------------------------                                         ---
June 1, 1999 to June 30, 1999                                       18%
-----------------------------                                       ---
July 1, 1999 to July 31, 1999                                       19%
-----------------------------                                       ---
August 1, 1999 to August 31, 1999                                   20%
---------------------------------                                   ---
September 1, 1999 to September 30, 1999                             21%
---------------------------------------                             ---
October 1, 1999 to October 31, 1999                                 22%
-----------------------------------                                 ---
November 1, 1999 to November 30, 1999                               23%
-------------------------------------                               ---
From and after December 1, 1999                                     24%
-------------------------------                                     ---


               Subsidiary Guaranty and Security Agreement Page VII