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                                                                  EXHIBIT 10.1

                                  PRINVEST CORP

                        FINANCING AND SECURITY AGREEMENT


THIS FINANCING AND SECURITY AGREEMENT (the " Financing Agreement") is made as of
this 8th day of June, 2000, between PrinVest Financial Corp, a New Jersey
corporation, whose principal business address is 3 Princess Road, Lawrenceville,
NJ 08648 ("Lender"); and Penn-Akron Corporation, a Nevada corporation, whose
principal business address is 1355 Terrell Mill Road, Marietta, Georgia 30067
("Borrower").

In consideration for loans to be made pursuant to the Promissory Note(s) to be
given to Lender by Borrower hereunder, pursuant to the more specific terms as
outlined on the attached Term Sheet, Exhibit A, incorporated herein and made a
part hereof, and to secure the Liabilities (as such term is hereinafter
defined), Borrower hereby grants Lender a security interest in all present and
future contracts and/or purchase orders with both governmental and
non-governmental entities ("Contracts"), accounts, accounts receivable,
instruments, documents, contract rights, chattel paper, inventory in all stages
of manufacture, equipment, fixtures, goods, money deposit accounts, securities,
insurance policies, reserves, reserve accounts, general intangibles, and
proceeds thereof presently existing or hereafter arising, either now owned or
hereafter acquired by Borrower, and whether or not relating to the Contracts,
and the interest of Borrower in any goods, products, and proceeds thereof, and
all books and records pertaining to security and agrees to cooperate fully with
Lender with respect to filing appropriate financing statements to perfect and
evidence same. Further, Borrower hereby irrevocably sells assigns, sets over,
and transfers to PrinVest Corp, a New Jersey corporation, located at 3 Princess
Road, Lawrenceville, NJ 08648 ("Assignee"), as agent for the Lender for others,
all rights to and interests in all moneys presently due or to become due,
including modifications, extensions and renewals thereof, and any and all
amendments thereof and supplements thereto, from the aforementioned Borrower
accruing under the aforementioned Contracts, as well as any additional work done
and/or materials and supplies furnished thereunder, or any modification,
amendment, change order, or other arrangement relating to any Contracts.

The parties hereto, for good and valuable consideration the receipt of which is
hereby acknowledged, and intending to be legally bound hereby, further agree as
follows:

1.   As a material inducement to Lender to enter into this Financing Agreement,
     Borrower warrants and represents that:

     a)  The Borrower is the sole and absolute owner of the Contracts
         and all other collateral in which the Borrower is or has
         granted the Lender a security interest, has full legal right
         to execute, deliver, and perform the pledge and assignment of
         its rights under the Contracts for monies due or to become
         due, and has not made any prior assignment of the Contracts,
         other than as specifically detailed in Exhibit B, incorporated
         herein and made part hereof.

     b)  Neither the Contracts nor any of the other collateral pledged
         or previously pledged hereunder are subject to any lien,
         encumbrance or security interest other than in favor of
         Lender, except as specifically detailed in Exhibit B,
         incorporated herein and made part hereof.

     c)  All open invoices on the Contracts are due and owing to
         Borrower without allowance, discount, return, defense,
         counterclaim or offset, and the payment of said invoices as
         issued is not, and will not be, contingent upon any work to be
         performed in the future. Borrower has no reason to believe
         that the said invoices will not be paid in full.

     d)  Borrower will execute Instruments of Assignments of Claim in
         favor of Lender for all Contracts as requested from time to
         time by the Lender, in a form acceptable to the Lender, so
         that Lender may be designated as the Assignee.

     e)  The information in the Application submitted by Borrower to
         Lender was true and correct when given, and all other
         representations made, either before or after the signing of
         this Financing Agreement, both written and oral in nature,
         with respect to Borrower's financial condition, Contracts
         herein assigned and other collateral in which the Borrower has
         granted the Lender a security interest, provided, still
         provide and will continue to provide an accurate depiction of
         Borrower's financial condition, the Borrower's Contracts or
         the Borrower's performance under said Contracts and were not,
         are not and will not be erroneous or misleading when given and
         are true as of the date hereof. In addition, as of the date of
         execution of this Financing Agreement, there have been no
         material, undisclosed adverse changes with respect to such
         financial condition of Borrower, the


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         Borrower's Contracts or other collateral in which the Borrower has
         granted or is granting the Lender a security interest.

     f)  Borrower understands that the security interest granted herein secures
         Borrower's performance and payment of all of its obligations to Lender
         whether now existing or hereinafter incurred, however such obligations
         may be evidenced by, including without limitation, all principal,
         interest, servicing and other fees, attorney fees and costs and/or any
         other out-of-pocket expenses now or becoming due to Lender
         (collectively the "Liabilities" or "Liability").

     g)  Other than execution of an Assignment of Claim with respect to
         Contracts and the execution and filing of the UCC-1 Financing
         Statements in the following location(s), Georgia; no consent, approval,
         filing or registration is necessary for the valid execution, delivery
         or performance by Borrower of this Financing Agreement or with respect
         to any of the Liabilities.

     h)  Borrower's chief executive office and place where Borrower keeps its
         books and records relating to the collateral is 1355 Terrell Mill Road,
         Marietta, Georgia and Borrower's state of incorporation is Nevada.

     i)  Borrower maintains inventory in the following states (enter "None" if
         not applicable): None.

     j)  Borrower maintains equipment in the following states (enter "None" if
         not applicable): Georgia.

     k)  Borrower maintains deposit accounts in the following states:
         Georgia.

     l)  Borrower is in compliance with all applicable statutes, regulations,
         ordinances, court decrees, or other directives of the United States of
         America, and all states, counties, municipalities, and agencies with
         respect to the manufacture and sales of its goods, the rendition of its
         services and/or its conduct of business and, without limiting the
         foregoing, Borrower has filed all federal, state, and local tax returns
         and other reports it is required to file and has paid or made adequate
         provisions for payment of all such taxes, assessments and other
         government charges; except as otherwise may have been disclosed in
         writing to and acknowledged by the Lender on or before the date first
         set forth above.

2. The following terms mean:

     a)  "ADVANCE" - A Draw made by a Borrower representing some
         percentage of the total value of an approved invoice or a borrowing
         base or collateral certification which is being used as collateral for
         such loan.

     b)  "COLLATERAL SUMMARY REPORT" - A summary of the collateral supporting
         individual Draws in such form and detail as is satisfactory to the
         Lender.

     c)  "DISBURSEMENT SUMMARY" - A summary of each borrowing detailing the
         actual disbursement of funds to and on behalf of the Borrower in such
         form and detail as is satisfactory to the Lender.

     d)  "DRAW" - An advance or individual loan made to the Borrower under a
         Promissory Note between the Borrower as Maker and the Lender as Payee.

     e)  "DRAW CERTIFICATES" - A certification, in such form and detail as is
         satisfactory to the Lender, signed by an officer of the Borrower who
         has been specifically authorized by a Resolution (as hereinafter
         defined) to execute loan documents on behalf of the Borrower. These
         certifications are composed of three sections:

            1.   A certification of the Borrower attesting to the value of the
                 collateral supporting the Draw;
            2.   A Collateral Summary Report, if appropriate; and
            3.   A Disbursement Summary.

     f)  "OID PERIOD" (original issue discount) - That minimum period of time on
         which interest charges and servicing fees will be charged, irrespective
         of how soon after a Draw by the Borrower a payment is received by and
         credited to the Lender's bank account.

     g)  "RESIDUALS" - That portion of a payment received by the Lender on
         behalf of a Borrower which remains after the application of the payment
         as set forth in the Term Sheet.

3.   The following procedures must be adhered to any time a new Promissory Note
     is necessary. Borrower must make a clean, hard copy of each Promissory Note
     (signed, sealed and witnessed); and then return an executed copy to the
     Lender by air express or first class mail; to guaranty receipt by the
     Lender within a maximum of five (5) business days.

4.   The following procedures must be adhered to at the time of each Advance/
     Draw.


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     a)  The Borrower must make a clean, hard copy of each Draw Certificate
         and/or Disbursement Summary (signed); and then return an executed copy
         to the Lender by air express or first class mail; to guaranty receipt
         by the Lender within a maximum of five (5) business days.

     b)  A failure to return signed originals of any Draw Certificate and/or
         Disbursement Summary can delay future fundings.

     c)  The Lender will only recognize the Borrower's use of a signature stamp
         (a "Signature Stamp") as a temporary substitution for an actual
         signature on the copies of a Draw Certificate being faxed back to the
         Lender if: (i) the Borrower has previously provided authorization for
         the use of such a Signature Stamp by a resolution of the Borrower's
         Board of Directors (the "Resolution"), including the name of the
         authorized signor whose signature will be represented by the Signature
         Stamp, (ii) the Resolution indicates all individuals authorized to use
         the Signature Stamp, (iii) a signature specimen for each individual
         authorized to use the Signature Stamp is provided together with the
         Resolution and (iv) whenever the Signature Stamp is used, it is
         countersigned by an authorized user of the Signature Stamp. The
         foregoing notwithstanding, the Borrower shall still be required to
         provide the Lender a copy of each Draw Certificate with an actual
         signature by an authorized signor within the above indicated five
         business days. The failure to provide such actual signature within the
         prescribed time period can delay future fundings. Promissory Notes and
         other loan documentation may NOT be executed by use of a Signature
         Stamp.

5.   Lender shall have the right to charge Borrower for the amount of any
     default, or of any allowance, discount, return, defense, recoupment, setoff
     or offset taken or claimed by any payors on the Contracts. Lender shall
     have the right to deduct said amount from any other monies due to Borrower,
     whether included under the terms of this Financing Agreement, subsequent
     amendments to this Financing Agreement, or any other similar agreement,
     past or future, between Borrower and Lender.

6.   Contracts shall be the property of Borrower and shall be collected by
     Lender but, if for any reason any payments assigned to the Lender should be
     paid to the Borrower, other than if deposited in to a lockbox or lockbox
     account of the Borrower which is under the dominion and control of the
     Lender, the Borrower shall promptly notify the Lender of such payment,
     shall hold any check, draft, or monies ("Payments") so received in trust
     and for the benefit of the Lender and shall pay over such Payments to the
     Lender on the same business day without charge or setoff. Borrower
     acknowledges that any failure to pay over such Payments immediately to
     Lender shall be an Event of Default hereunder and may constitute
     misappropriation of funds and may subject the Borrower to criminal
     liability. The forgoing notwithstanding, Borrower and Lender agree that any
     failure of the Borrower to remit Payments to the Lender within five (5)
     business days after receipt by Borrower will result in the Lender
     assessing, at its sole option, a Conversion Charge equal to five percent
     (5%) of the amount of face value of such Payments. Demand or collection of
     such conversion charges shall not constitute a waiver by the Lender of
     rights it may have to declare an Event of Default and exercise remedies as
     a result of Borrower's failure to immediately pay such Payments to the
     Lender. Exercise of these rights by Lender shall in no way limit or
     restrict any other rights accruing to Lender hereunder or at law.

7.   Borrower shall, within one (1) business day, advise Lender, in writing if:

     a)  The Borrower's place of business and record keeping is changed or a new
         place is added or Borrower changes its state of incorporation;

     b)  The Borrower adds to or changes any locations in which inventory,
         equipment, deposit accounts or other material assets in which the
         Lender has been granted a security interest are maintained;

     c)  There occurs any circumstance or situation, including without
         limitation any customer disputes and/or supplier/subcontractor lien
         filings, related to or which may impact upon full payment of any
         invoices submitted or to be submitted for financing under the
         Contracts;

     d)  There are any changes, modifications, amendments or terminations of any
         Contracts;

     e)  There are any changes in the senior management or of the officers of
         the Borrower or should any person previously authorized to execute
         loans documents on behalf of the Borrower be terminated or relieved
         of their authority to execute such documents;

     f)  There is any change of greater that five percent (5%) in the stock
         ownership of the company within any thirty-day period. If the Borrower
         is a public company whose stock is publicly traded, this reporting
         requirement is waived.


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     g)  There is, or is threatened, any attachment or other legal process
         levied against Borrower including without limitation, (i) any
         assessment made concerning any tax liability, (ii) if any taxing
         authority provides any notice of an intent to place a levy or lien,
         or (iii) if any tax lien or levy is actually recorded;

     h)  There are any previously, undisclosed adverse changes with respect to
         Borrower's financial condition, the Borrower's Contracts or the
         Borrower's performance under said Contracts or any other collateral
         in which the Borrower has granted the Lender a security interest;

     i)  Borrower dissolves, merges or consolidates with or into any
         corporation or otherwise changes its identity, including without
         limitation the use of a new trade name, or corporate or business
         structure; and/or

     j)  Borrower changes its corporate name or uses any trade name not
         previously disclosed in writing to the Lender.

8.   Upon payment in full of the Liabilities and, at Borrower's written request,
     and subject to the Borrower's execution of the Lender's release waiver,
     Lender agrees to release its security interest under this Financing
     Agreement. Borrower shall be responsible for preparing and filing any
     termination statements reasonably required in connection therewith;
     provided that Lender shall cooperate with Borrower and shall not
     unreasonably withhold its consent and acknowledgment of the same.

9.   Lender will not be held responsible for funds that are not properly
     addressed to the appropriate lockbox or lockbox account reflected in the
     notice of assignment. Credit for such misdirected funds will be given only
     when such funds are credited to Lender's account. Borrower is urged to
     make sure that Account Debtors properly identify all checks and wires sent
     to the Lender's Lockbox or Lockbox Account on behalf of the Borrower.
     Should funds received by Lender not be adequately marked so as to enable
     Lender to identify the proper Borrower, Borrower's contract number or
     Borrower's invoice number, Lender will credit the Borrower as soon as
     these funds are properly identified, to reflect the date said funds were
     credited to Lender's account.

     The Borrower hereby waives any and all right to add any "paid-in-full"
     notations to any payments being made to the Lender which would have the
     effect of binding the Lender to accept an amount of less than full payment
     for any of the Liabilities due to the Lender.

10.  In the event any Liabilities become due and still remain unpaid in part or
     in their entirety, Lender, at its sole option, may do one or more of the
     following:

     a)  Require the Borrower to pledge additional collateral to secure the
         Liabilities;

     b)  Allow any matured Liability to continue to age, with Interest,
         Servicing Fees and the Surcharge, as hereinafter defined, accruing
         until the obligation(s) thereunder is paid in full or sufficient
         collateral acceptable to the Lender is provided; or

     c)  Declare an Event of Default under paragraph 11 and exercise its
         rights and remedies hereunder or otherwise available to it.

11.  If any of the following events ("Events of Default") shall occur and be
     continuing:

     a)  Any Liability is not paid in a timely manner, with respect to Draw
         Certificates defined as the earlier of any scheduled payment date or
         on or before the maturity date of the Draw Certificate, by or on behalf
         of the Borrower.

     b)  The filing of any petition by or against the Borrower or any guarantor
         or surety for any Liability (each an "Obligor"), or the commencement
         of any proceedings for the relief or readjustment of the indebtedness
         of the Obligor, either through reorganization, composition, extension
         or otherwise, under any law relating to bankruptcy, insolvency or
         reorganization or relief of debtors.

     c)  The general nonpayment by any Obligor of their respective debts as
         such debts become due, or the admission in writing by an Obligor of
         its inability to pay its debts generally, the making by an Obligor of
         a general assignment for the benefit of creditors or the taking
         advantage by any Obligor of any insolvency law.

     d)  Any seizure, vesting or intervention by or under authority of a
         government, by which the management of an Obligor is displaced or its
         authority in the conduct of its business is curtailed.

     e)  The appointment of a receiver or conservator of any property of an
         Obligor.

     f)  The assertion of any defense, recoupment, setoff, counterclaim or
         reduction in the projected payment from the amount shown on the
         original invoice by any Account Debtor under any Contract.


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     g)  If the Borrower fails to perform any of its covenants and/or reporting
         obligations to the Lender under this Financing Agreement when and as
         required herein, time being of the essence.

     h)  If there occurs any Event of Default under any other document executed
         in connection with any of the Liabilities.

     i)  If the Borrower submits any invoice(s) for financing on which Borrower
         has already received payment or on which Borrower otherwise has
         knowledge full payment(s) will not be properly made to Lender.

     j)  If the Borrower submits any (i) receivables aging reports, inventory
         reports or certifications from which collateral eligibility and/or
         loan amounts are to be calculated, (ii) financial statements, (iii)
         balance sheets, (iv) accounts payable reports or (v) any other report
         containing material misrepresentations, whether intentional or
         unintentional.

     k)  If Borrower fails to comply in a timely manner with any federal, state
         or local tax or other reporting requirements (including without
         limitation requirements relating to the filing of payroll tax returns),
         or fails to make timely payment of all tax or municipal obligations,
         or if any federal, state or local government asserts or files any tax
         or other statutory lien or levy on, or claim of set-off against, any
         assets of the Borrower, or otherwise claims or asserts in writing
         that the Borrower has failed to comply with its tax or other payment
         obligation or otherwise states in writing its intention to file any
         lien against the Borrower's assets for failure to pay any or all
         required tax or other obligations.

     l)  Any change in ownership of the Borrower under which more than five
         percent (5%) of the stock changes hands, unless the Lender, in its
         sole discretion, determines to waive this specific Event of Default.

     m)  Any change in the senior management of the company, specifically
         including without limitation its president, chief executive officer
         and/or chief financial officer, unless the Lender, in its sole
         discretion, determines to waive this specific Event of Default.

     n)  If any representation or warranty contained herein or any information,
         report, financial statement, exhibit, certificate or schedule
         furnished by or on behalf of the Borrower or any Obligor of this
         Financing Agreement or in connection with this Financing Agreement
         whether provided prior to, simultaneous with or after the execution
         of this Financing Agreement, contains any material misstatement of
         fact or omitted or omits to state any material fact necessary to make
         the statements herein or therein not misleading or in the Borrower
         provides information to the Lender which is inconsistent with the
         information provided by the Borrower to any Account Debtor or
         received by the Borrower from any Account Debtor pursuant to any
         Contract or if the Borrower takes any action, whether intentional or
         unintentional, which has the effect of diverting from the Lender any
         of the payments receivable or to be receivable under any Contract
         which has been assigned to the Lender, except as expressly set forth
         in this Financing Agreement or otherwise in writing by the Lender.

     o)  Any Event of Default contained in the Term Sheet or subsequent
         Amendments to this Financing Agreement.

     Upon the occurrence of an Event of Default hereunder, a surcharge of four
     (4%) per annum (a "Surcharge"), in addition to other interest and servicing
     charges, payable on the principal amounts of all outstanding Draws made by
     the Lender to the Borrower shall immediately be charged without notice and
     thereafter shall be payable until and inclusive of the date the Event of
     Default has been cured, or in the event that the then outstanding Principal
     Amounts of all Draws under any Note have been accelerated, until all
     balances arising under all Draws and/or Liabilities have been paid in full,
     including the period following entry of any judgment on or relating to any
     Draw, the Financing Agreement or any other loan document. The Surcharge on
     any such judgment shall accrue and be payable, after judgment, any
     execution thereon, and until actual receipt by the Lender in full of the
     Liabilities under all Draws and said judgment The Surcharge shall be
     collectible as part of any judgment hereunder and shall be secured by the
     collateral pledged for all Draws.

     After the occurrence of an Event of Default, Lender shall be entitled to
     apply any payments or proceeds received by it against the Liabilities,
     whether interest, fees, principal, attorney fees and costs, costs of
     collection or otherwise, in such manner and order as Lender may, at its
     sole discretion, determine.

     At the time of an Event of Default or at any time after the happening of
     any such Event of Default, the Lender may seek any and all remedies
     available for the enforcement of this Financing Agreement at law or in
     equity, and without limitation, the Lender may also, in its sole
     discretion, but shall not be obligated to:

     a)   Advance any further funds to Borrower, and/or

     b)   Declare all Liabilities payable by the Borrower to be forthwith due
          and payable and/or


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     c)  Exercise any or all of its rights to collect on the collateral
         hereunder.

12.  Borrower agrees to give the Lender the right of first refusal, including
     without limitation the right to match any competitive offers, with respect
     to the financing of any Contracts for so long as the security interests
     granted under this Financing Agreement remain in effect unless otherwise
     permitted in writing by the Lender.

13.  In addition to other reporting requirements as detailed herein or in any
     Term Sheet or Amendment hereto, Borrower will provide the Lender with
     copies of its:

     a)  Annual audited financial statements, if available, and otherwise
         in-house prepared annual financial statements within seventy-five (75)
         days of the end of its fiscal year;

     b)  Monthly financial statements, including an aged accounts receivable
         and accounts payable aging reports within thirty (30) days after the
         end of each calendar month; and

     c)  IRS 940 and 941 within thirty-one (31) days after the end of each
         calendar quarter. Further, upon any request by the Lender, within five
         (5) business days, provide the Lender with a detailed inventory of all
         collateral encumbered by the security interest granted to the Lender.

14.  If the Lender requires the Borrower to provide insurance with respect to
     any collateral in which the Lender has a security interest, the Borrower
     agrees to provide such insurance and to ensure that the Lender is a named
     loss-payee and a certificate holder of such policy or policies. The
     Borrower agrees that if it does not timely provide such insurance as
     required by the Lender, the Lender will have the right to to obtain the
     necessary insurance on the Borrower's collateral and the Borrower agrees
     to pay to the Lender all out-of-pocket expenses of such insurance,
     including without limitation all premiums as paid, plus five percent (5%)
     of such cost.

15.  Should any of the Contracts being financed by the Lender be construction
     projects or otherwise contain provisions under which Borrower's
     subcontractors and/or suppliers have the right to petition the issuer or
     owner of the Contracts for direct payment, Borrower agrees that all such
     payments will be made to such suppliers and/or subcontractors in a timely
     manner; as Borrower agrees that its failure to make such payments could
     impair the Lender's ability to collect in full on invoices financed by the
     Lender. Borrower's failure to make such timely payments shall be an Event
     of Default hereunder and may constitute misappropriation of funds.

16.  Lender may, at its sole option, use all reasonable efforts, including
     direct contact with the Borrower's Account Debtor(s), to collect amounts
     due under this Financing Agreement at the earlier of any time an Event of
     Default has occurred or if requested to do so by the Borrower. Accordingly,
     the Lender is authorized to notify all contracting entities and/or its
     designated payors ("Account Debtors") of Borrower that all future
     payment(s) on Contracts shall be made directly to Lender without
     endorsement.

17.  Borrower hereby grants a limited power of attorney to Lender to execute
     and file financing statements pursuant to the Uniform Commercial Code in
     Borrower's name, to file Assignments of Claims, Notices of Assignment,
     Notices of Releases of Assignment and Releases of Assignment with Account
     Debtors in Borrower's name; to sign and file with the Internal Revenue
     Service IRS Form 8821 on behalf of the Borrower; and to endorse Borrower's
     name, and to negotiate or to deposit, any and all checks, notes, drafts,
     or other orders for payment of money payable or endorsed to Borrower which
     come into Lender's possession hereunder or to record this Financing
     Agreement as a Financing Statement.

18.  Borrower understands that Draws contemplated by this Financing Agreement,
     the Term Sheet, amendments hereto and thereto, and other documents
     executed in connection with this Financing Agreement will be made to, or
     on behalf of, the Borrower only after receipt and approval of properly
     executed copies (without limitation) of the (a) Financing and Security
     Agreement; (b) UCC-1 Financing Statements, subordination agreements if the
     Lender does not otherwise have a first priority lien on the Borrower's
     collateral in which the Lender is being granted a security interest; (c)
     Promissory Notes and Draw Certificates; (d) where applicable (i)
     Assignments of Claim, Notices of Assignment, Notices of Release of
     Assignment and Releases of Assignment; (ii) complete copies of the
     Assigned Contracts, duplicate copies of the Borrower's invoices under
     Contracts identical to those submitted to respective Account Debtors;
     (iii) related invoice acceptances/acknowledgments from the respective
     Account Debtors; (iv) Landlord Waivers; (v) current accounts receivable
     aging report where required; (vi) detailed equipment and/or


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     inventory schedules and (e) such other documents as may be required by
     Lender to secure proper collateral for Lender and ensure the Lender's
     first security position as a lender to the Borrower.

19.  Borrower further understands that funding any such loans or Draws are
     always conditional upon Lender's completion of its due diligence with
     respect to Borrower's collateral, Account Debtors' creditworthiness,
     verification of the value of the collateral supporting each Draw, the
     absence of any material adverse changes in the finances, business
     operations, business prospects of the Borrower or performance by either
     Borrower or Accounts Debtor(s) under any Contracts and is subject to the
     absolute right of the Lender, in its sole discretion, to finance any
     invoice or other collateral submitted for financing. The Borrower agrees
     that the Lender may authorize transfers of proceeds of loans or Draws
     and/or final settlements of invoices under the Contracts either directly
     to the Borrower or to designated third parties upon the mutual written
     agreement of the Lender and the Borrower or, at Lender's sole option, to
     pay off shortfalls on existing invoice payment under one or more Draws or
     to reduce Borrower's obligations under various types of loan facilities as
     provided for in the Term Sheet.

20.  The term of this Financing Agreement shall extend until the payment in full
     by Borrower of all Liabilities due to the Lender. However, this does not
     affect the right of the Borrower to prepay Liabilities, in whole or in
     part, without penalty, at any time, subject to the restrictions of
     prepayment during the OID Period.

21.  The Borrower affirms that its hardware and software are designed, or will
     be modified prior to December 31, 1999, to be used prior to, during and
     after the calendar year 2000 A.D. and such hardware and software will
     operate during such time period without error, including errors relating
     to date data, century recognition, leap year calculations, calculations
     which accommodate same century and multi century formulas and date values,
     and date data interface values that reflect the century. The Borrower also
     agrees to hold the Lender harmless for any transfers of funds occasioned
     by the inability of any banks, other financial institutions and/or the
     federal reserve system to properly accommodate dates after December 31,
     1999.

22.  Borrower acknowledges that any reports, audits, credit checks or similar
     investigations which have been or will be performed by or for Lender's own
     purposes are not for the benefit of Borrower, and Borrower agrees that it
     has no right to rely thereon. Borrower further agrees that any lockbox or
     other procedure established by Lender to collect payment under the
     Contracts are intended for Lender's benefit and not for the benefit of
     Borrower, and Lender shall have no duty or obligation to Borrower for any
     loss or damage to Borrower as a result thereof except for Lender's willful
     misconduct.

23.  Borrower agrees that this Financing Agreement and its terms and conditions
     are confidential and may not be released or divulged to any third party
     without the written consent of the Lender.

24.  Lender and Borrower acknowledge that this Financing Agreement shall not
     create any (a) agency, (b) partnership or (c) joint venture relationship
     between Lender and Borrower.

25.  Amendments to this Financing Agreement shall be made in writing and must be
     signed by both parties, and shall be subject to all the terms and
     conditions described herein and in the Term Sheet, except where
     specifically noted under the terms of said amendment(s).

26.  Borrower hereby submits to jurisdiction in the State of New Jersey for the
     enforcement of this Financing Agreement or any claim(s) hereunder, and
     hereby waives any and all rights under the laws of any foreign
     jurisdiction to object to such jurisdiction. Any claim by Borrower against
     Lender shall be brought in the Superior Court for the State of New Jersey
     only. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY in
     any action, suit, counterclaim or cross claim arising in connection with,
     out of or otherwise relating to this Financing Agreement, the other loan
     documents, the obligations, the collateral in any transaction arising
     therefrom and/or related thereto. This Financing Agreement shall be
     construed in accordance with the laws of the State of New Jersey.

27.  Borrower agrees to indemnify and hold the Lender, its officers, directors,
     employees, principals and shareholders, harmless from and against any
     loss, liability, expense, damage or injury suffered or sustained resulting
     from third-party claims and arising from (a) acts or omissions of the
     Borrower, (b) acts or omissions of any agent, assignee,


                                    Page 7
<PAGE>   8

     broker or delegee of the Borrower or (c) otherwise in connection with the
     financing provided hereby or any of the activities of Borrower so funded.
     Borrower's obligations to provide such indemnification shall survive the
     term of this Financing Agreement and shall continue in full force and
     effect for a period of sixty (60) months from the date of such
     termination.

28.  Whenever, by the terms of this Financing Agreement, notice shall be given,
     such notice shall be in writing and sent by facsimile transmission
     (provided evidence of transmission is maintained), or national overnight or
     courier delivery service, addressed to the respective addresses of the
     parties set forth on the first page of this Financing Agreement, or at such
     other telephone numbers or addresses as have, from time to time, been
     designated by like notice.

                  Borrower:          Fax No. 770-541-0001
                  Lender:            Fax No. (609) 844-0449

29.  The provisions of this Financing Agreement are severable. Should any
     provisions herein be found to be invalid or unenforceable by a court of
     competent jurisdiction, the other provisions shall remain in full force and
     effect as though the invalid or unenforceable provision were never a part
     hereof.

30.  No waiver of or failure to enforce any provisions of this Financing
     Agreement shall be deemed, or shall constitute, a waiver of any other
     provision of this Financing Agreement, nor shall such waiver or failure to
     enforce constitute a continuing waiver of any provision of this Financing
     Agreement.

31.  The parties hereby represent that each has caused, and will cause, the
     proper corporate or individual actions to be taken by each respectively, to
     effectuate the rights and obligations granted under this Financing
     Agreement.

32.  In connection with any disagreement or litigation arising out of, or in
     connection with, this Financing Agreement, Borrower agrees to reimburse
     Lender for all of its expenses in connection therewith, including without
     limitation reasonable attorneys' fees, at the trial and appellate levels,
     unless Borrower prevails in a final judgment which is unappealable or
     unappealed.

33.  The Borrower promises to pay and agrees Lender may deduct from monies
     otherwise due to Borrower all costs and out-of-pocket expenses of
     obtaining performance under this Financing Agreement, performance and/or
     collection under any Note, any Draw, in any restructuring of the
     Liabilities or in any bankruptcy proceeding, including reasonable attorney
     fees and expenses, whether incurred by the Lender or by any agent, or
     other party acting on behalf of the Lender as well as any other costs
     incurred by the Lender in the exercise of its rights and remedies
     hereunder. In addition, in the event it should become necessary for the
     Lender to enforce its rights hereunder the Lender is authorized to notify
     all of the Borrower's contracting entities and/or designated payors
     ("Account Debtors") that all future payment(s) on Contracts shall be made
     directly to the Lender without endorsement.

34.  All the terms and provisions of this Financing Agreement shall be binding
     upon and inure to the benefit and be enforceable by the successors in
     interest of the respective parties hereto. Nothing contained herein,
     expressed or implied is intended nor shall it be construed to confer to or
     give to any person, firm, or corporation other than the parties hereto any
     rights or remedies under or by reason of this Financing Agreement.

35.  The Lender and any subsequent assignee or transferee, at its sole option
     and with out the Borrower's consent, may assign (i) its rights and
     obligations under this Financing Agreement, (ii) all or any portion of the
     Liabilities incurred under this Financing Agreement or any loan or lease
     document between the Borrower and the Lender and/or (iii) participation
     interests in all or any portion of the Liabilities. Pursuant to this
     section, any assignee or purchaser shall have a beneficial interest in the
     collateral pledged herein. Borrower agrees that in no event shall it have
     or acquire any rights or claims with respect to or against any such
     persons.

36.  Reference to the masculine shall include the feminine and neuter, and vice
     versa. Reference to the singular shall include the plural, and vice versa.


                                    Page 8
<PAGE>   9

37.  This Financing Agreement sets forth the entire agreement and understanding
     between the parties as to the subject matter hereof, and merges and
     amends, supersedes and replaces and all prior discussions, Financing
     Agreements (and Amendments thereto), Term Sheets other agreements,
     correspondence and understandings of every and any nature between them. No
     party shall be bound by any condition, definition, warranty, or
     representation, other than as expressly set forth or provided for in this
     Financing Agreement, or as may be, on or subsequent to the date hereof,
     set forth in writing and signed by the parties hereto.

38.  This Financing Agreement may be executed in any number of counterparts,
     each of which shall be an original but all of which shall constitute the
     entire instrument. Signature pages may be exchanged by telefacsimile to
     expedite the closing, with original signatures to be exchanged as soon as
     possible thereafter. In any event, Borrower must provide a copy of this
     Financing Agreement with original signatures to the Lender within three (3)
     business days.

39.  By executing this Financing Agreement, the parties acknowledge that they
     have been fully advised by independent counsel as to the ramifications of
     the terms and provisions of this Financing Agreement, and the signatories
     have authority to act on behalf of the respective entities in executing
     this Financing Agreement, for the purposes herein contained.

40.  The execution, delivery of this Financing Agreement, and the performance by
     Borrower of its obligations hereunder, do not conflict with any provision
     of law applicable to Borrower or of any agreement binding on it.

41.  This Financing Agreement is only valid when received at the Lender's New
     Jersey office and executed and delivered by an officer of the Lender.


IN WITNESS WHEREOF, the parties have executed this Financing Agreement and
affixed their signatures on the date first above written.

         LENDER:     PRINVEST FINANCIAL CORP

                  By: /s/ Pamela K. Wilson                    6/8/2000
                     ---------------------------      -----------------------
                     Officer's Signature                                 Date

ACCEPTED AND AGREED TO:

         BORROWER:   PENN-AKRON CORPORATION

                  By:/s/ Christopher J. S. Baker              6/8/2000
                     ---------------------------      -----------------------
                     Officer's Signature                                 Date

                     Christopher J.S. Baker, Chief Financial Officer
                     -----------------------------------------------
                     Print Name & Title



                                    Page 9
<PAGE>   10

                                   Exhibit A

                                   TERM SHEET

Borrower acknowledges that at the time of execution hereof Lender has agreed,
subject to final due diligence on a Draw-by-Draw basis, to extend credit,
pursuant to the issuance of Draw Certificates, to Borrower in accordance with
this Term Sheet and the Financing Agreement to which it is attached (as either
may be subsequently amended), each executed by Borrower and Lender in connection
herewith, and provided that the conditions contained therein and herein are
satisfied. It is understood that the attachment of this Term Sheet to the
Financing Agreement hereto is not intended to limit the obligations to be
secured by the security interests granted in the Financing Agreement.

In consideration of the services being rendered by PrinVest Financial Corp (the
"Lender") in providing the contract financing to Penn-Akron Corporation
("Borrower") certain administrative procedures with respect to such financing
will be necessary and the Borrower agrees to pay Lender as follows:

   All interest rates are based on a 360-day year, but charged on the number
                          of days or periods elapsed.
      All Prime-based interest calculations are based on the Prime Rate as
   published in "The Wall Street Journal" on the date of the Draw; although,
  with respect to any Draws with maturity periods of greater than 90-days, the
  Lender reserves the right to reset the interest rate at the end of any month
                 during which the Prime Rate changes to reflect
                                 such changes.
  Interest charges and Servicing Fees are calculated from the date of funding
  through, and inclusive of the date verified funds are received and properly
                       credited to the Lender's Account.

                            BORROWER'S CREDIT LIMIT

THE LENDER HAS APPROVED AN OVERALL CREDIT LIMIT OF $3,500,000.00 FOR THE
BORROWER; SAID LIMIT REPRESENTING THE AGGREGATE MAXIMUM OUTSTANDING BALANCE,
UNDER ALL CREDIT FACILITIES, BORROWER WILL BE PERMITTED AT ANY ONE TIME. In the
event, either by consent or circumstances, the Borrower's outstanding balance
exceeds the aforementioned Credit Limit, such event shall not be considered a
waiver or change to the Credit Limit; and Lender reserves the right to limit
future advances so that Borrower does not exceed its Credit Limit. Upon demand
by the Lender, if Borrower's outstanding principal loan balance exceeds its
Credit Limit, Borrower will pay Lender sufficient funds to reduce its
outstanding balance below its Credit Limit. The foregoing Credit Limit is
subject to the absolute right of the Lender, in its sole discretion, to finance
or not finance any invoice submitted for funding or otherwise approve or deny
any request for financing; although absent the occurrence of an Event of Default
such requests will not be unreasonably denied. Said Credit Limit is not a line
of credit.

The Lender also reserves the right to set limits on the maximum credit to be
extended to any of Borrower's customers ("Account Debtor Credit Limits")
Borrower agrees that Account Debtor Credit Limits may be unilaterally changed by
the Lender, at it sole discretion without notice.

Although under no obligation to do so, if the Lender agrees to provide any
financing in excess of the a Borrower's Credit Limit (an "Over-Advance"), the
Borrower understands and agrees that such Over-Advance will be on an
"exception-only basis" and the Borrower will pay to the Lender a Waiver Fee on
the Over-Advance. Borrower further agrees that should any Over-Advance be made
at any time, it is not an implicit or explicit extension or increase in the
Borrower's Credit Limit as herein stated.

                                  GENERAL FEES

An Enrollment Processing Fee of 1,500.00, paid.

A Credit Line Fee of 1.0% of the Borrower's authorized credit limit will be
assessed annually; to be paid on the Borrower's then authorized credit limit at
the time of Borrower's second year of financing, and annually thereafter on each
anniversary date of the Borrower's execution of its original Financing and
Security Agreement with the Lender. This fee is non-refundable.


                                    Page 10
<PAGE>   11

Federal Tax Lien Fee. The Lender will conduct periodic Federal Tax Lien searches
of state and county records. The average cost of such searches is $45.00 [the
actual fee being determined by the location of the Borrower's recording
jurisdiction(s)] that will be charged to the Borrower.

A Processing Fee of one $1.00 for each non-financed "pass through" payments will
be assessed.

A Waiver Fee of 0.5% of any amounts financed in excess of the then authorized
Credit Limit and/or 0.5% per 30-days or fraction thereof for any collateral the
Lender agrees to finance which does not meet the Lender's standard eligibility
requirements.

An Origination Fee of 3.0% of the existing credit facility, as a one time
charge deducted from the first funding.

A Pre-Approval Audit Fee of at the time of the initial funding if such fee was
not paid during the enrollment process or otherwise prior to any releases being
issued if no fundings are ever made.

An Unutilized Facility Fee will be assessed in arrears for any PrinVest fiscal
month in which a Borrower's average daily outstanding loan balance is less than
$100,000. This fee will be equal to the difference between $100,000 less the
average daily outstanding loan balance times two percent.

                                      TERM

The Borrower agrees that it will finance its receivables with the Lender for a
period of 2 years, beginning with the date of the first Draw from the Lender
(the "Term")

An Early Termination Fee equal to 2.0% of the Borrower's Credit Line if the
Borrower's financing is terminated within the first year of the initial funding
date. A 1.0% Exit Fee, of the prevailing Credit Line, will be assessed if
financing terminates between the 12th and 24th months. Such Early Termination
Fee must be paid prior to the Lender issuing any releases.

The foregoing notwithstanding, if the Borrower seeks to terminate its financing
relationship with the Lender prior to the end of its Term in order to obtain
funding from another lender, the Borrower shall provide the Lender with a copy
of any competing proposal after which the Lender reserves the right to match
such proposal within three (3) business days. Upon matching said proposal, the
Borrower's commitment to finance with the Lender shall continue for the balance
of the Term or one year, whichever is longer.

                                 O.I.D. PERIOD

Unless otherwise indicated in this Term Sheet or any Amendment thereto, the OID
Period for all loans or Draws will be five (5) days.

                         ACCOUNTS RECEIVABLE FINANCING

"ACCOUNTS RECEIVABLES FINANCING" refers to Draws authorized by Lender and made
to Borrower which are backed by receivables due on specific invoices submitted
to Account Debtors under Contracts whose proceeds have been assigned to the
Lender. Financing under this program is contingent on the Lender obtaining
invoice verifications which in its sole judgment are deemed satisfactory.

                               PROGRAM PARAMETERS
This section outlines the parameters of the Lender's Accounts Receivable
Financing for which the Borrower has been approved.

     a)   The Lender will rely on the following criteria to determine whether
          an invoice submitted for financing qualifies under its Accounts
          Receivable Financing ("Qualified Account"). Such Qualified Accounts:


                                    Page 11
<PAGE>   12

          (i)     must be created by the Borrower in arm's length
                  transactions in the ordinary course of the Borrower's
                  business;

          (ii)    must be lawfully owned by the Borrower free and clear of
                  all liens, security interests and assignments other than
                  those in favor of the Lender;

          (iii)   must be assigned to the Lender and subject to the Lender's
                  first priority security interest;

          (iv)    must be valid and enforceable, representing an undisputed
                  indebtedness of the Account Debtor;

          (v)     must not be subject to any defense, recoupment, setoff,
                  counterclaim, credit, allowance or adjustment;

          (vi)    if for services, must be for services performed in full;

          (vii)   if for the sale of goods, must have been for a final sale
                  and not made on consignment, on approval or on a
                  sale-or-return basis nor subject to any other repurchase or
                  return agreements and such goods must have been shipped to
                  and accepted by the Account Debtor, no part of which having
                  been returned, rejected lost or damaged;

          (viii)  must not be for a contra Account, an international Account
                  (defined as an account for which the payment decisions and
                  issuance of payments are made and controlled by entities
                  operating outside the United States) or owed by a
                  subsidiary or affiliate of the Borrower;

          (ix)    must be payable by an Account Debtor deemed to be credit
                  worthy by the Lender in its sole discretion;

          (x)     must have arisen pursuant to an invoice which was
                  originally issued and dated NOT more than sixty (60) days
                  prior to the determination date of the Borrower's Borrowing
                  Base;

          (xi)    must be financed by the Lender within the payment terms of
                  the invoice;

          (xii)   must have arisen pursuant to an invoice which was or will
                  be delivered to the Account Debtor within ten days after
                  completion of the services or delivery of the goods or
                  materials;

          (xiii)  must represent an obligation of an Account Debtor which has
                  not submitted a medium of payment therefor which has been
                  returned uncollected for any reason; and

          (xiv)   must otherwise be acceptable to the Lender.

     (b)  The Borrower must submit copies of all invoices it wishes to finance
          together with the agreed upon verifications, if available.

     (c)  The Lender will, at its sole option, undertake any additional
          collateral verifications it deems necessary.

     (d)  Each Draw Certificate and accompanying Disbursement Summary must
          signed and faxed to the Lender prior to funding.

     (e)  Thereafter an original copy of the Draw Certificate and Disbursement
          Summary must be sent to the Lender as detailed in section 3 of the
          Financing Agreement.

                                 COST OF FUNDS
Borrower will pay an Interest Rate on Accounts Receivable Financing of Prime
plus 2.0% per annum calculated on a per diem basis, subject to the OID period
calculation, on the net outstanding balance of monies advanced to, or on behalf
of, Borrower, for all eligible invoices, plus any accrued fees and/or charges
incurred in providing such financing (other than previous interest charges).

Borrower will pay a Servicing Fee of 1.0% per 30-day period (or fraction
thereof, based on a 360-day year), the first period being deducted from each
funding, with subsequent period Servicing Fees collected at the time payments
are received and processed; with a minimal fee of $50 being assessed per period.
Such fee is charged to compensate PrinVest for its costs of administering the
Borrower's account, processing funding requests, handling and applying payment
receipts and such other clerical, administrative and bookkeeping functions as
are necessary to properly service the Borrower.

                                 ADVANCE RATES
Advance Rates on Accounts Receivable Financing will be as indicated below:

     a)   80% on acknowledged and/or approved invoices.

     b)   Said advances are to solely be for the use of vendor, Lynxus,
          payments. Any other advance, solely for use by Borrower, must be
          individually approved and documented by a detailed "use of proceeds"
          statement.


                                    Page 12
<PAGE>   13

                        APPLICATION OF PAYMENT RECEIPTS
Prior to an Event of Default, the Lender shall apply payments in the following
order and manner unless otherwise agreed to in writing between the parties.

     a)   First, to accrued interest and/or servicing fees on the amount of the
          invoice funded, if applicable;

     b)   Second, to any other outstanding fee due by Borrower to Lender in
          accordance with the terms of the Term Sheet,

     c)   Third, to the principal balance of the invoice funded, if applicable;

     d)   Fourth, to satisfy any previously agreed upon third party payments,
          including those made pursuant to a Third Party Agreement to which
          both Lender and Borrower are parties;

     e)   Fifth, to accrued interest and/or servicing fees on advances on any
          other financed invoices on which payment shortfalls have occurred;

     f)   Sixth, to the principal balance(s) with respect to any other invoices
          on which payment shortfalls have occurred;

     g)   Seventh, to reduce outstanding balances of any Mobilization, Overhead
          or Purchase Order loans owed by Borrower on which payments are due,
          if applicable;

     h)   Eighth, to retire any other outstanding Liabilities then due and
          payable to Lender by Borrower; and

     i)   Ninth, with any remaining monies being paid by Lender to Borrower,
          less applicable deductions pursuant to the provisions of Paragraph 4
          of the Financing Agreement.

     Borrower will be provided with a weekly report detailing all receipts and
     applications for the preceding week, together with copies of all check
     stubs and wire advices.

Residual payments, as and if applicable will be forwarded to the Borrower:

     a)   Within three (3) business days after funds are credited to the
          Lender's account.

The Borrower is responsible for indicating the appropriate payment instructions
on all invoices submitted for financing:
      REMIT PAYMENT TO:    PRINVEST FINANCIAL CORP
                           FBO:     PENN-AKRON CORPORATION
INDICATE THE APPROPRIATE LOCKBOX INSTRUCTIONS AS INDICATED ON THE ASSIGNMENT OF
CLAIMS
                               OTHER TERMS AND CONDITIONS

The following terms and conditions must be met prior to the first funding:

-    First security position evidenced by a filed and recorded UCC-1 Financing
     Statement on all Borrower's assets

-    Satisfactory search results

-    Satisfactory verbal verification of SLD invoices confirming that Lender is
     reflected as "remit to" party and that payment has been approved

-    Satisfactory Notice of Assignment for Schools and Libraries Division
     (USAC/SLD)

-    Receipt of properly executed loan documents

The following terms and conditions must be met prior to any subsequent fundings:

-    Borrower to provide Lender with Internal Revenue Service contact for
     satisfactory tax verification. Tax identification number previously
     provided is not recognized by the I.R.S.

-    Borrower to provide current financial statements, post-merger, including
     Balance Sheet, Income Statement and detailed Accounts Receivable and
     Payable Agings

In the event Lender determines that there are reasonable grounds to believe
Borrower has experienced material financial, contract or other changes, Lender
reserves the right to undertake an on-site audit of Borrower's financial and
related records at Borrower's expense.

Bank wire and lock box fees, UCC search and filing fees, messenger costs, postal
and/or overnight mail, third-party payment fees and other costs incurred by
Lender (including, but not limited to, reasonable attorneys' fees and insurance
bonding premiums) will be charged to Borrower as they are incurred.


                                    Page 13
<PAGE>   14

In the event any court of competent jurisdiction rules that any fee hereunder is
actually an interest rate and when added to the Interest Rate the total exceeds
the jurisdiction's usury rate, it is hereby agreed among the parties hereto that
the total interest rate payable will be the highest permitted under such
jurisdiction.

The Lender, in its sole discretion, reserves the right to set and revise (i)
maximum limits on the amount of credit to be extended with respect to any
account debtor and (ii) the maximum advance rates for other collateral against
which loans will be made to the Borrower. These account debtor credit limits and
collateral advance rates will be communicated, as appropriate, under separate
cover from the Lender.

In the event any payments received on behalf of the Borrower are subsequently
returned by the Borrower's bank or the Borrower's customer's bank for
insufficient funds or any other reason which was not caused by a mistake on the
part of the Lender, Borrower acknowledges a return check charge of the greater
of $50.00, or the maximum allowed under law, will be assessed.

Borrower agrees that after termination of its financing relationship with the
Lender, Residuals will be held a sufficient time, at Lender's sole discretion,
to reasonably assure full collectability on the payor's accounts prior to
releasing such funds to or for the benefit of the Borrower.

As the Lender will provide the Borrower with ongoing receipt and application
information as detailed in this Term Sheet, the Lender reserves the right to
charge the Borrower for time and materials should the Borrower request the
Lender to provide additional detailed reconciliations and/or copies of materials
previously provided.

The interest rates, fees and other charges; authorized advance rates; credit
limits and other terms and conditions contained herein are subject to change
with a 30-day advance written notice by the Lender. This Term Sheet, and any
amendments thereto, commits Lender to the financing against collateral in which
the Lender has (i) a first priority, perfected security interest, (ii) been
assigned the proceeds therefrom and (iii) in its sole discretion, accepted for
financing in a specific written acknowledgement delivered to the Borrower or, if
no written acknowledgment is so delivered, for which the Lender has actually
advanced loan proceeds. Borrower acknowledges that the Lender is under no
obligation to make any Advances or provide any Draws hereunder and Lender, at
its sole discretion, reserves the right to fund or decline to fund any such
request for any reason or for no reason.

ACCEPTED AND EXECUTED

         LENDER:     PRINVEST FINANCIAL CORP

                  By:  /s/ Pamela K. Wilson                  6/8/2000
                     ---------------------------      -----------------------
                     Officer's Signature                                 Date

ACCEPTED AND AGREED TO:

         BORROWER:   PENN-AKRON CORPORATION

                  By: /s/ Christopher J.S. Baker             6/8/2000
                     ---------------------------      -----------------------
                     Officer's Signature                                 Date

                     Christopher J.S. Baker, Chief Financial Officer
                     -----------------------------------------------
                     Print Name & Title


                                    Page 14
<PAGE>   15

                                   Exhibit B

                   SCHEDULE OF PREVIOUSLY ASSIGNED CONTRACTS


Pursuant to section 1(a) of the Agreement, Borrower hereby warrants that no
Contracts other than those listed below are presently assigned to any third
party other than the Lender.

                                   CONTRACTS

<TABLE>
<CAPTION>
         CONTRACTING ENTITY                 CONTRACT NUMBER          CONTRACT DATE        INDICATE ASSIGNEE CURRENT IF
                                                                                           CURRENTLY UNDER ASSIGNMENT
         ------------------                 ---------------          -------------        ----------------------------
         <S>                                <C>                      <C>                  <C>
</TABLE>

Pursuant to section 1(b) of the Agreement, Borrower hereby warrants that there
are no liens, encumbrances or other security interests presently in filed with
respect to any of the Contracts or other collateral being pledged to the Lender
other than as listed below.

                          OTHER ENCUMBERED COLLATERAL
<TABLE>
<CAPTION>
            SECURED PARTY                         DESCRIPTION OF ENCUMBERED COLLATERAL                  DATE OF SECURITY
                                                                                                         INTEREST FILING
            -------------                         ------------------------------------                  ----------------
            <S>                                   <C>                                                   <C>
</TABLE>

                                   FINAL PAGE


                                    Page 15