LOAN AND SECURITY AGREEMENT


            THIS LOAN AND SECURITY  AGREEMENT,  dated as of August __, 1998,  is
entered into between CAPITAL  BUSINESS  CREDIT,  A DIVISION OF CAPITAL  FACTORS,
INC., a Florida  corporation  ("Capital"),  and GOODMAN  FACTORS,  INC., a Texas
corporation ("Borrower").

            The parties agree as follows:

            1.    DEFINITIONS

                  In  addition  to the  defined  terms  contained  in the  first
paragraph and recitals above, as used herein, the following terms shall have the
following definitions:

                  1.1  "Accounts"  means all  presently  existing and  hereafter
arising accounts,  instruments, notes, drafts, chattel paper and all other forms
of  obligations  owing to Borrower  arising out of the sale or lease of goods or
the rendition of services by Borrower, whether or not earned by performance, and
any and all credit insurance, guaranties and other security therefor, as well as
all merchandise returned to or reclaimed by Borrower.

                  1.2 "Agreement"  means this Loan and Security  Agreement,  any
concurrent or subsequent riders or exhibits to this Loan and Security Agreement,
and any extensions, supplements, amendments or modifications to or in connection
with this Loan and Security Agreement and/or to any such riders or exhibits.

                  1.3  "Borrower's  Books"  means  all of  Borrower's  books and
records  including,   but  not  limited  to:  minute  books;  ledgers;   records
indicating,  summarizing or evidencing  Borrower's  assets and liabilities;  all
information  relating to Borrower's business operations or financial  condition;
and all  computer  programs,  disc or tape  files,  printouts,  runs,  and other
computer prepared information and the equipment containing such information.

                  1.4  "Borrowing  Base  Certificate"   means  the  certificate,
substantially  in the form of Exhibit 1.4, with  appropriate  insertions,  to be
submitted to Capital by Borrower  pursuant to this  Agreement  and  certified as
true and  correct  by the Chief  Executive  Officer  of  Borrower  or such other
employee or agent of Borrower who may have specific knowledge of the matters set
forth therein.

                  1.5 "Borrower  Guaranty" means that certain General Continuing
Guaranty,  of even date herewith,  executed by Borrower in favor of Capital with
respect to all present and future obligations of USCF owing to Capital.

                  1.6  "Business  Day"  means  any day  other  than a  Saturday,
Sunday,  the day after  Thanksgiving or any holiday on which banks in the States
of California or Florida are authorized by law to close.

                  1.7 "Capital  Expenses" means all of the following:  (i) costs
or  expenses  (including,  without  limitation,  taxes and  insurance  premiums)
required to be paid by Borrower  under this  Agreement  or any of the other Loan
Documents  which  are paid or  advanced  by  Capital;  (ii)  filing,  recording,
publication and


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search fees paid or incurred by Capital;  and (iii) costs,  fees (including
reasonable  attorneys' and paralegals' fees) and expenses incurred by or charged
to  Capital:  (a) in  connection  with the Lockbox  Agreement;  (b) to audit the
Collateral;  (c) to  correct  any  default  or  enforce  any  provision  of this
Agreement  or any of the other  Loan  Documents  whether  or not  litigation  is
commenced;  (d) in gaining  possession of,  maintaining,  handling,  preserving,
storing,  shipping,  selling,  preparing for sale and/or advertising to sell the
Collateral,  whether  or not a sale is  consummated;  (e) in the event  that the
Security  Documents are being foreclosed,  in collecting the Contracts,  with or
without  suit, or gaining  possession  of,  maintaining,  storing,  selling,  or
preparing for sale and advertising to sell the Property; and (f) in structuring,
drafting, reviewing,  amending, defending or concerning this Agreement or any of
the other Loan Documents.

                  1.8  "CII"  means   Celtic   Investment,   Inc.,   a  Delaware
corporation.

                  1.9 "Code" means the California  Uniform  Commercial Code, and
any and all terms used in this Agreement  which are not defined herein but which
are defined in the Code shall be construed  under this  Agreement in  accordance
with the definition ascribed to such terms under the Code.

                  1.10  "Collateral" means all of the following:

                        A.    The Accounts;

     B. The  Contracts  and all of  Borrower's  rights  and  benefits  under the
Contracts, including, but not limited to, Borrower's right to receive payment in
full of the indebtedness owing to Borrower thereunder,  whether now or hereafter
existing, together with any and all guarantees and/or security therefor, as well
as all of Borrower's Books relating thereto;

     C. The Security  Documents,  together with any and all of Borrower's rights
in and to the Property  covered  thereby and in and to any policies of insurance
relative to such Property;

                        D.    The Equipment;

                        E.    The Financial Assets;

                        F.    The General Intangibles;

     G. Any money, deposit accounts or other assets of Borrower in which Capital
receives  a  security  interest  or which  hereafter  come into the  possession,
custody or control of Capital; and

     H. The  proceeds of any of the  foregoing,  including,  but not limited to,
proceeds of insurance covering the Collateral,  or any portion thereof,  and any
and all Accounts, Equipment,  Financial Assets, General Intangibles,  inventory,
money, deposit accounts or other tangible and intangible property resulting from
the sale or other  disposition  of the  Collateral,  or any  portion  thereof or
interest therein, and the proceeds thereof.


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                  1.11  "Contract  Debtor"  means each person or entity which is
obligated to Borrower to perform any duty under or to make any payment  pursuant
to the terms of a Contract.

                  1.12  "Contract(s)"  means all of Borrower's right,  title and
interest in and to each presently existing and hereafter arising loan agreement,
accounts receivable  financing agreement,  factoring agreement,  contract right,
instrument,  note, chattel paper, and any other agreement creating or evidencing
obligations  owing to  Borrower,  all  rights of  Borrower  to  receive  payment
pursuant to the terms of each of the foregoing, together with all guarantees and
other rights of Borrower  obtained in connection  therewith,  and any collateral
therefor.

     1.13 "Cornerstone" means Cornerstone Partners Limited Partners, a Michigan
limited partnership.

                  1.14 "Daily Balance" means the amount determined by taking the
amount of the  Obligations  owed at the beginning of a given day, adding any new
Obligations  advanced or incurred on such date, and  subtracting any payments or
collections  which are  deemed to be paid on that date under the  provisions  of
this Agreement.

                  1.15  "Eligible  Contract(s)"  means  each of those  Contracts
which satisfy all of the following  conditions:  (i) pursuant to which  Borrower
has loaned or advanced monies to a Contract Debtor,  (ii) which,  along with all
loans, advances and collateral therefor,  have been validly assigned to Capital,
(iii)  which   strictly   comply   with  all  of   Borrower's   warranties   and
representations  to Capital  contained  herein;  (iv) with  respect to which the
Contract Debtor is not more than sixty (60) days delinquent in the making of any
scheduled payment thereunder; (v) are not subject to any defense,  counterclaim,
offset,  discount or allowance;  (vi) the outstanding  advances made by Borrower
under such  Contract do not exceed more than  thirty five  percent  (35%) of the
Tangible  Net Worth;  and (vii) not more than twenty five  percent  (25%) of the
outstanding  accounts  assigned to Borrower under such Contract are subject to a
dispute by the account debtors thereunder.

                  1.16 "Eligible  Underlying  Accounts  Collateral"  means, with
respect to each Eligible  Contract,  those accounts  owing to a Contract  Debtor
which have been validly assigned to Borrower  pursuant to the Contract,  contain
payment terms of net sixty (60) days, or less, from the date of the invoice, are
paid within ninety (90) days from the date of the invoice,  and strictly  comply
with all of the Contract  Debtor's  warranties and  representations  to Borrower
contained in the Contracts and Security Documents;  but excluding the following:
(i)  accounts  with  respect  to which  the goods  are  placed  on  consignment,
guaranteed  sale or other terms by reason of which the  payment by the  customer
may be  conditional;  (ii)  accounts with respect to which the customer is not a
resident of the United States; (iii) accounts as to which the account debtor has
disputed its obligation to make payment  thereof;  (iv) accounts with respect to
which  the  customer  is  the  United  States  or  any  department,   agency  or
instrumentality of the United States;  provided,  however, that an account as to
which the United States is the customer shall not be deemed ineligible by reason
of this clause (iv) if Borrower and the Contract  Debtor have  completed  all of
the steps necessary to comply with the Federal  Assignment of Claims Act of 1940
(31 U.S.C.  '203) with respect to such  account;  (v)  accounts  with respect to
which the customer is a  subsidiary  of,  related to,  affiliated  with,  or has
common  shareholders,  officers or  directors  with the  Contract  Debtor;  (vi)
accounts  with respect to which the Contract  Debtor is or may become  liable to
the customer for goods sold or services rendered by the customer to the


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Contract  Debtor;  (vii) all of the  accounts  owed by a customer  of a Contract
Debtor where  twenty-five  percent  (25%) or more of all of the accounts owed by
that customer are not paid within ninety (90) days from the date of the invoice;
and (viii) all  accounts  owed to a  Contract  Debtor by a customer  that is the
subject of an  Insolvency  Proceeding.  Under  this  section,  an account  which
remains unpaid more than ninety (90) days from its invoice date is not deemed to
be Eligible  Underlying  Accounts  Collateral  even if otherwise  satisfies  the
remaining  requirements of this section.  Upon the request of Borrower,  Capital
shall consider, in Capital's sole and absolute discretion,  extending the ninety
(90) day period to one hundred twenty days (120) for specific accounts, with all
of the remaining requirements of Section 1.16 remaining unchanged. In connection
with Capital's  consideration of Borrower's  request,  Borrower shall deliver to
Capital all  documentation  requested by Capital which Capital deems relevant to
its decision.  The ninety (90) day period shall apply to all accounts unless and
until  Capital has notified  Borrower in writing,  pursuant to Section 13 of the
Loan Agreement, that the ninety (90) day period has been extended to one hundred
twenty (120) days for the accounts  specifically included in Capital's notice to
Borrower.

     1.17 "Eligible  Underlying  Collateral" means,  collectively,  the Eligible
Underlying Accounts  Collateral,  Eligible Underlying  Equipment  Collateral and
Eligible Underlying Inventory  Collateral.

     1.18 "'Eligible  Underlying  Equipment  Collateral"  means, with respect to
each Contract Debtor, the Contract Debtor's  machinery and equipment,  valued as
at any date of determination at the forced  liquidation  value (as determined by
appraisers  and/or  liquidators  acceptable to Capital)  which is located at the
Contract Debtor's place of business in the United States of America,  except the
following:  (a)  machinery  and  equipment  which  is  broken  or in a state  of
disrepair; (b) machinery and equipment which Capital determines, in the exercise
of  reasonable  discretion  and in  accordance  with  Capital's or the customary
business  practices of such Contract  Debtor,  to be unacceptable  for borrowing
purposes due to age,  type,  category  and/or  obsolescence;  (c)  machinery and
equipment with respect to which Capital,  as the assignee of Borrower,  does not
have a valid,  first  priority and fully  perfected  security  interest;  or (d)
machinery  and  equipment  with  respect  to which  there  exists  any  security
interest, lien or encumbrance in favor of any third party other than Capital.

                  1.19 "Eligible  Underlying  Inventory  Collateral" means, with
respect  to  each  Contract  Debtor,  that  portion  of  the  Contract  Debtor's
inventory,  valued at the lower of average  cost or market,  owned by and in the
possession of such Contract Debtor, and located in the United States of America,
except the following: (a) work-in-process;  (b) finished goods which do not meet
the  specifications  of the purchase order for such goods;  (c) inventory  which
Capital determines,  in the exercise of reasonable  discretion and in accordance
with Capital's or the customary  business  practices of such Contract Debtor, to
be  unacceptable  for borrowing  purposes due to age,  quality,  type,  category
and/or quantity including,  without limitation, any inventory which is obsolete,
not in good condition,  or not either currently  usable or currently  salable in
the ordinary  course of the business of such  Contract  Debtor as  determined by
Capital;  (d)  inventory  with  respect to which  Capital,  as the  assignee  of
Borrower,  does not have a valid,  first priority and fully  perfected  security
interest;  (e)  inventory  with  respect  to which  there  exists  any  security
interest,  lien or  encumbrance  in favor of any third party other than Capital;
(f) inventory  produced in violation of the Fair Labor Standards Act and subject
to the so-called "hot goods" provisions contained in Title 29 U.S.C. 215 (a)(i);
and (g) inventory consisting of packaging, shipping materials or supplies.

                  1.20 "Eligible Term Loan" means a term loan made to a Contract
Debtor which


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satisfies  the following  conditions:  (i) such term loan is made pursuant to an
Eligible Contract which also includes an accounts receivable financing facility;
(ii) the  original  principal  amount of the term loan does not  exceed  seventy
percent  (70%) of the  value of the  Eligible  Underlying  Equipment  Collateral
securing  the term loan;  (ii) the  aggregate  outstanding  indebtedness  of the
Contract Debtor for advances based upon Eligible Underlying Inventory Collateral
and term loans does not exceed,  at any time, one hundred  percent (100%) of the
outstanding indebtedness of the Contract Debtor for advances based upon Eligible
Underlying Accounts  Collateral;  (iii) such term loan is fully amortized over a
period of thirty six (36) months or less from the date it is made; and (iv) such
term loan is due and  payable  in full by a date that is no later than the final
maturity and  termination  date of the accounts  receivable  financing  facility
under the Eligible Contract.

                  1.21 "Equipment" means all of Borrower's present and hereafter
acquired machinery,  computers,  equipment,  furniture,  furnishings,  fixtures,
motor vehicles,  tools, goods and any interest in any of the foregoing,  and all
attachments, accessories, accessions, replacements, substitutions, additions and
improvements thereto, wherever located.

     1.22 "Event of Default"  means the  occurrence of any one of the events set
forth in Section 9.

                  1.23  "Facility  Fee"  shall  have the  meaning  set  forth in
Section 2.8A.

                  1.24  "Financial  Assets" means all of Borrower's  present and
future investment property, financial assets, securities, security entitlements,
securities accounts, commodity accounts and commodity contracts.
                  1.25 "General Intangibles" means all of Borrower's present and
future general  intangibles and all other presently owned or hereafter  acquired
intangible personal property of Borrower (including, without limitation, any and
all choses or things in action,  goodwill,  patents,  trade  names,  trademarks,
blueprints, drawings, purchase orders, customer lists, monies due or recoverable
from  pension  funds,  route  lists,  infringement  claims,  computer  programs,
computer discs, computer tapes, literature, reports, catalogs, deposit accounts,
tax refunds and tax refund  claims)  other than goods and  accounts,  as well as
Borrower's Books relating to any of the foregoing.

                  1.26 "GFI" means Goodman Factors, Inc., a Texas corporation.

                  1.27 "Guaranty"  means  individually  and  "Guaranties"  means
collectively the following guaranties:

     A. That certain Validity Guaranty, of even date herewith, executed by
Lucchese in favor of Capital with respect to the present and future Obligations.

     B. That certain Validity Guaranty, of even date herewith,  executed by Meek
in favor of Capital with respect to the present and future Obligations.

     C.  That  certain  General  Continuing  Guaranty,  of even  date  herewith,
executed  by CII in favor of  Capital  with  respect to the  present  and future
Obligations.


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     D.  That  certain  General  Continuing  Guaranty,  of even  date  herewith,
executed  by USCF in favor of Capital  with  respect to the  present  and future
Obligations.

                  1.28  "Initial  Term"  shall  have the  meaning  set  forth in
Section 3.1A.

                  1.29 "Insolvency Proceeding" means any proceeding commenced by
or against any person or entity under any  provision  of the federal  Bankruptcy
Code, as amended,  or under any other  bankruptcy or insolvency law,  including,
but not limited to, assignments for the benefit of creditors, formal or informal
moratoriums, compositions or extensions generally with its creditors.

                  1.30  "Judicial   Officer  or  Assignee"  means  any  trustee,
receiver,  controller,  custodian,  assignee for the benefit of creditors or any
other person or entity having powers or duties like or similar to the powers and
duties of a trustee, receiver, controller, custodian or assignee for the benefit
of creditors.

                  1.31 "Loan Documents" means  collectively this Agreement,  the
Lockbox  Agreement and any other  agreements  entered into between  Borrower and
Capital in connection with this Agreement.

                  1.32 "Lockbox Agreement" means that certain Lockbox Agreement,
of even date herewith,  among Borrower,  Capital and NationsBank of Texas,  N.A.
(the "Depository Bank").

                  1.33 "Lucchese" means Frank Lucchese, an individual.

                  1.34  "Maximum  Credit  Limit"  means Six  Million  and 00/100
Dollars  ($6,000,000.00);  provided,  however,  that upon the written request of
Borrower,  delivered pursuant to Section 13 of this Agreement, and so long as no
Event of Default shall have occurred,  the Maximum Credit Limit may be increased
to Twenty Three Million Dollars  ($23,000,000.00).  Each increase in the Maximum
Credit Limit shall be in increments of One Million Dollars ($1,000,000).
                  1.35 "Meek" means Larry Meek, an individual.

                  1.36 "Net Worth"  means,  as of any date,  the total assets of
Borrower minus the total  liabilities of Borrower  calculated in conformity with
GAAP.

                  1.37 "Obligations" means any and all loans,  advances,  debts,
liabilities  (including,  without  limitation,  any and all  amounts  charged to
Borrower's  account  pursuant  to any  agreement  authorizing  Capital to charge
Borrower's account), obligations, lease payments, guaranties (including, without
limitation,  the Borrower  Guaranty),  covenants and duties owing by Borrower to
Capital of any kind and description  (whether  advanced pursuant to or evidenced
by this Agreement, any of the other Loan Documents, or any other instrument,  or
by any other  agreement  between Capital and Borrower and whether or not for the
payment of money), whether direct or indirect, absolute or contingent, due or to
become  due,  now  existing  or  hereafter  arising,   and  including,   without
limitation,  any debt,  liability or  obligation  owing from  Borrower to others
which  Capital  may have  obtained  by  assignment  or  otherwise,  and  further
including,  without  limitation,  all interest not paid when due and all Capital
Expenses  which Borrower is required to pay or reimburse by this  Agreement,  by
law, or otherwise.


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                  1.38  "Over  Advance"  shall  have the  meaning  set  forth in
Section 2.2.

                  1.39  "Potential  Event of Default"  means an event which with
the passage of time or the giving of notice or both would constitute an Event of
Default under this Agreement.

                  1.40 "Prime  Rate" means the variable  rate of  interest,  per
annum,  published  daily as the "prime  rate" in the Money Rates  Section of the
Wall Street Journal. In the event that such a rate is no longer published,  then
the "Prime  Rate" shall mean the  variable  rate of  interest,  per annum,  most
recently  announced  by Capital  Bank at its  headquarters  office as its "prime
rate," with the  understanding  that Capital  Bank's  "prime rate" is one of its
base  rates and serves as a basis upon which  effective  rates of  interest  are
calculated  for loans  making  reference  thereto  and may not be the  lowest of
Capital Bank's base rates.

                  1.41  "Property"  means all of the personal and real  property
collateral described in the Security Documents.

                  1.42  "Security  Document(s)"  means all security  agreements,
chattel  mortgages,  leases,  deeds  of  trust,  mortgages,  or  other  security
instruments or agreements of every type and nature securing the obligations of a
Contract Debtor under a Contract.

                  1.43 "Subordination" means individually,  and "Subordinations"
means collectively the following subordination agreements:

     A. That certain Subordination  Agreement , of even date herewith,  executed
by  Westpointe  in favor of  Capital  with  respect  to the  present  and future
Obligations, pursuant to Section 5.1L.

     B. That certain Subordination  Agreement , of even date herewith,  executed
by  Cornerstone  in favor of  Capital  with  respect to the  present  and future
Obligations, pursuant to Section 5.1L.

     C. That certain Subordination  Agreement , of even date herewith,  executed
by Vista in favor of Capital with respect to the present and future Obligations,
pursuant to Section 5.1L.


                  1.44   "Subordinating   Creditor"  means   individually,   and
"Subordinating   Creditors"  means  collectively,   the  following  persons  and
entities:

                        A.    Westpointe.

                        B.    Cornerstone.

                        Vista.

                  1.45  "Subordinated  Debt"  means  all  indebtedness  owing by
Borrower to the Subordinating Creditors and any other


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third parties which has been  subordinated  to the  Obligations  pursuant to the
terms of a subordination agreement acceptable to Capital in its sole discretion.

                  1.46  "Tangible  Net Worth"  means an amount  equal to the Net
Worth of Borrower increased by Subordinated Debt and decreased by the following:
patents,  licenses,  leasehold  improvements,   goodwill,   subscription  lists,
organization expenses, monies due from affiliates (including officers, directors
and shareholders), security deposits, and prepaid costs and expenses.

                  1.47  "Unused  Line Fee" shall have the  meaning  set forth in
Section 2.8B.

                  1.48  "USCF" means U.S. Commercial Funding
Corporation, an Illinois corporation.

                  1.49  "Vista" means Vista Income Partners Limited
Partnership, a Michigan limited partnership.

                  1.50  "Westpointe" means Westpointe Partners Limited
Partnership, a Michigan limited partnership.

                  1.51  "Working   Capital"  means  the  amount   determined  by
subtracting  the aggregate  amount of Borrower's  current  liabilities  from the
aggregate amount of Borrower's current assets.  Borrower's  current  liabilities
and current  assets shall be  determined in  accordance  with GAAP  consistently
applied.

                  1.52 Other Definitional Provisions.  References to "Sections",
"subsections",  and "Exhibits" shall be to Sections,  subsections, and Exhibits,
respectively,   of  this  Agreement  unless  otherwise   specifically  provided.
References to "Dollars" means United States Dollars. Any of the terms defined in
Section 1 may, unless the context otherwise requires, be used in the singular or
the plural  depending on the reference.  In this Agreement,  words importing any
gender  include  the  other  genders;  the  words  "including,"  "includes"  and
"include"  shall be deemed to be  followed  by the words  "without  limitation";
references to agreements and other  contractual  instruments  shall be deemed to
include subsequent amendments, assignments, and other modifications thereto, but
only to the extent such amendments,  assignments and other modifications are not
prohibited by the terms of this  Agreement;  references  to any person  includes
their respective  permitted  successors and assigns or people  succeeding to the
relevant  functions of such persons;  and all references to statutes and related
regulations shall include any amendments of same and any successor  statutes and
regulations.

            2.    LOANS AND TERMS OF PAYMENT


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                  2.1   Credit Facilities.

                        A.    Subject to the provisions contained in
Section  2.4,  upon the request of  Borrower,  made at any time and from time to
time  during the term of this  Agreement,  and so long as no Event of Default or
Potential  Event of Default has  occurred,  Capital  shall lend to Borrower with
respect to each  Eligible  Contract the lesser of: (i) eighty seven and one-half
percent  (87.5%) of the  aggregate  amount of all  outstanding  advances made by
Borrower pursuant to such Eligible Contract where such advances are based upon a
percentage of the Contract Debtor's Eligible Underlying Accounts Collateral;  or
(ii)  seventy  percent  (70%)  of the  amount  of the then  qualifying  Eligible
Underlying  Accounts  Collateral  assigned  by the  Contract  Debtor to Borrower
pursuant to such Eligible Contract;  provided,  however,  that in no event shall
Capital be  obligated  to make  advances to  Borrower  under this  Section  2.1A
whenever the  aggregate  amount of the  outstanding  advances  made  pursuant to
Section 2.1, or the amount that would be outstanding if Capital made a requested
advance, exceeds, at any one time, the Maximum Credit Limit.

                        B.    Subject to the provisions contained in
this Section and in Section 2.4, upon the request of Borrower,  made at any time
and from time to time during the term of this Agreement, and so long as no Event
of Default or Potential  Event of Default has  occurred,  Capital  shall lend to
Borrower  with  respect to each  Eligible  Contract  the lesser of: (i)  seventy
percent  (70%) of the  aggregate  amount  of all  outstanding  advances  made by
Borrower pursuant to such Eligible Contract where such advances are based upon a
percentage of the Contract Debtor's Eligible Underlying Inventory Collateral; or
(ii)  fifty  percent  (50%)  of the  amount  of  the  then  qualifying  Eligible
Underlying  Inventory  Collateral  assigned by the  Contract  Debtor to Borrower
pursuant to such Eligible Contract;  provided,  however,  that in no event shall
Capital be  obligated  to make  advances to  Borrower  under this  Section  2.1B
whenever the  aggregate  amount of the  outstanding  advances  made  pursuant to
Section 2.1, or the amount that would be outstanding if Capital made a requested
advance,  exceeds, at any one time, the Maximum Credit Limit. In addition to the
conditions  set forth in Section  1.15,  the following  conditions  must also be
satisfied  for a Contract to be an Eligible  Contract  for the  purposes of this
Section:

                              (1)   The Eligible Contract must include an
accounts  receivable  financing  facility and the inventory  financing  facility
under such Contract must be conterminous with the accounts receivable  financing
facility;

                              (2)   The outstanding indebtedness of the
Contract Debtor for advances based upon Eligible Underlying


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Inventory  Collateral shall not exceed,  at any time, fifty percent (50%) of the
Eligible Underlying Inventory Collateral;

                              (3)   The aggregate outstanding
indebtedness of the Contract Debtor for advances based upon Eligible  Underlying
Inventory  Collateral and for Eligible Term Loans shall not exceed, at any time,
one hundred  percent  (100%) of the  outstanding  indebtedness  of the  Contract
Debtor for advances based upon Eligible Underlying Accounts Collateral;

                              (4)   Borrower shall have obtained an
appraisal of the Eligible  Underlying  Inventory  Collateral pledged to Borrower
pursuant to the Eligible Contract within twelve (12) months prior to the date of
the requested advance under this Section and a copy of such appraisal shall have
been delivered to Capital prior to such request;

                              (5) The Contract Debtor must at all times
maintain a perpetual inventory system; and

                              (6)   The Borrower shall have obtained
landlord's waivers and warehouseman's  lien releases for all locations where the
Contract Debtor maintains inventory.

                        C.    Subject to the provisions contained
Section  2.4,  upon the request of  Borrower,  made at any time and from time to
time  during the term of this  Agreement,  and so long as no Event of Default or
Potential  Event of Default has  occurred,  Capital  shall lend to Borrower with
respect to each Eligible  Term Loan an amount equal to seventy  percent (70%) of
the outstanding principal balance of such Term Loan; provided,  however, that in
no event shall  Capital be  obligated  to make  advances to Borrower  under this
Section 2.1C whenever the aggregate amount of the outstanding  advances pursuant
to this  Section  exceeds ten  percent  (10%) of the Maximum  Credit  Limit.  In
addition,  in no event shall  Capital be obligated to make  advances to Borrower
under  this  Section  2.1C  whenever  the  aggregate  amount of the  outstanding
advances  pursuant to Section  2.1, or the amount that would be  outstanding  if
Capital made a requested advance,  exceeds,  at any one time, the Maximum Credit
Limit.

                  2.2 Over  Advances.  All of the  advances,  made  pursuant  to
Section 2.1 shall be added to and deemed part of the Obligations  when made. If,
at any time and for any  reason,  the amount of any  advance  made  pursuant  to
Section 2.1 exceeds the applicable  percentage  limitations for such advance (or
dollar  limitation  in the  case of the  sub-limit  for  advances  made  against
Eligible Term Loans), or if all of Borrower's  Obligations,  at any time and for
any reason, exceed the Maximum Credit Limit (an "Over Advance"),  then Borrower,
upon Capital's election and demand, shall


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immediately pay to Capital, in cash, the amount of such excess.

                  2.3  Authorizations.  Capital is hereby authorized to make the
advances and the extensions of credit  provided for in this Agreement based upon
telephonic  or  other  instructions  received  from  any  one of the  authorized
personnel  of Borrower  identified  on Exhibit  2.3,  or, at the  discretion  of
Capital,  if such  extensions of credit are necessary to satisfy any Obligations
of Borrower to  Capital.  Although  Capital  shall make a  reasonable  effort to
determine  the  person's   identity,   Capital  shall  not  be  responsible  for
determining  the exact identity of the person calling and Capital may act on the
instructions of anyone it perceives to be one of the authorized personnel.

                  2.4   Borrowing Base Certificate and Required
Documentation.

                        A.    Concurrent with the execution of this
Agreement  by Borrower,  with the request for each  advance  pursuant to Section
2.1,  with each  delivery  of a schedule of Eligible  Underlying  Collateral  by
Borrower to Capital, and, in any event on the fifteenth (15th) day of each month
during the term of this Agreement (the Borrowing Base  Certificate  delivered on
the 15th day of the month  shall be dated as of the last day of the  immediately
preceding  calendar month),  Borrower shall deliver to Capital a fully completed
Borrowing Base Certificate  certified by Chief Executive  Officer of Borrower or
such other employee or agent of Borrower who may have specific  knowledge of the
matters set forth  therein as being true and correct as of the date  thereof and
certifying that to the best of such officer's,  employee's or agent's knowledge,
after reasonable  inquiry,  Borrower is in full compliance with all of the terms
and conditions of this Agreement and that no Event of Default or Potential Event
of Default  currently exists under this Agreement.  If Borrower fails to deliver
to  Capital  the  Borrowing  Base   Certificate  on  the  date  when  due,  then
notwithstanding  any of the provisions  contained in Section 2.1,  Capital shall
have no obligation to make any advances to Borrower until such item is delivered
to Capital.  By no later than 12:00 noon (Los  Angeles  Time) on Tuesday of each
week during the term of this  Agreement,  Borrower  shall  deliver to Capital an
accounts  receivable  aging with respect to each account assigned to Borrower in
connection with each Contract.

                        B.    Prior to the Borrower's request pursuant
to Section 2.1 for the first  advance to be made in  connection  with a Contract
Debtor,  Borrower  shall  deliver to and/or  insure that Capital has each of the
following  documents,  in form  and  content  satisfactory  to  Capital  and its
counsel, pertaining to such Contract Debtor:



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                              (1)   A true and correct copy of any credit
application,  financial statements, and other documents and information obtained
by Borrower  and supplied by such  Contract  Debtor,  which credit  application,
financial  statements,  and other  documents shall be of the type which Borrower
typically obtains from its Contract Debtors;

                              (2)   A true and correct copy of the
Contracts executed by the Contract Debtor;

                              (3) A true and correct copy of the filed
financing  statement(s)  (Form UCC-1) executed by the Contract Debtor,  together
with a UCC-2  assignment  thereof  executed  by  Borrower  as secured  party and
reflecting Capital as the assignee of secured party;

                              (4) A copy of the UCC and tax lien search
conducted  by  Borrower  with  respect  to the  Contract  Debtor,  and all other
documents that Capital may reasonably  request, in form satisfactory to Capital,
to perfect and maintain perfected  Capital's security interest in the Collateral
and in order to fully consummate all of the transactions contemplated under this
Agreement.

                        C.    Upon the request of Capital, Borrower
shall  deliver to and/or insure that Capital has a true and correct copy of each
schedule of Eligible  Underlying  Collateral assigned by each Contract Debtor to
Borrower,  along with a copy of each  invoice  assigned to  Borrower,  a copy of
proofs of delivery or signed acknowledgments of service executed by the customer
of such  Contract  Debtor and any other  information  which Capital may require,
each in form and content  satisfactory to Capital.  In addition,  Borrower shall
immediately  deliver  to  Capital  any  documentation  or  information  which is
supplemental or an update of the items listed in Section 2.4B.

                        D.    Immediately after each advance has been
made by  Borrower to a Contract  Debtor,  and in any event not more that one (1)
Business Day after such advance has been made,  Borrower shall provide  evidence
satisfactory to Capital, in Capital's sole discretion, of the advance, including
evidence  of the  amount  of the  advance  and the  Contract  Debtor to whom the
advance was made.

                  2.5   Interest Rates.

                        A.    The Obligations owed by Borrower to
Capital shall bear interest,  on the average Daily Balance owing,  at a rate one
(1)  percentage  point above the Prime Rate;  provided,  however,  that all Over
Advances shall bear interest, on the


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average Daily Balance  owing,  at a rate three (3)  percentage  points above the
Prime Rate.

                        B.    Notwithstanding the foregoing, at no time
during the term of this  Agreement  shall the rate of interest be less than nine
percent (9%), per annum.  All Obligations owed by Borrower to Capital shall bear
interest,  from and after the  occurrence  of an Event of  Default,  and without
constituting a waiver of any such Event of Default, on the average Daily Balance
owing, at a rate three (3) percentage points above the Prime Rate.

                        C.    All interest chargeable under this
Agreement shall be computed on the basis of a three hundred sixty (360) day year
for actual days elapsed.

                  2.6   Payment of Interest.

                        A.    The Prime Rate as of the date of this
Agreement is  ____________  percent  (_______%) per annum. In the event that the
Prime Rate announced is, from time to time hereafter, changed, adjustment in the
rate of interest payable by Borrower shall be made as of 12:01 a.m. on the first
day of the calendar month  following such change and shall be based on the Prime
Rate prevailing on the last day of the month in which such change occurred.  All
interest on the  Obligations  shall be due and payable on the first (1st) day of
each calendar month during the term of this Agreement and Capital shall,  at its
option, charge such interest and any and all Capital Expenses to Borrower's loan
account with  Capital,  which  amounts shall  thereupon  constitute  Obligations
hereunder  and shall  thereafter  accrue  interest at the  applicable  rate then
provided under Section 2.5.

                        B.    Notwithstanding any provision to the
contrary contained in this Agreement or the other Loan Documents, Borrower shall
not be  required to pay,  and Capital  shall not be  permitted  to collect,  any
amount of interest in excess of the maximum amount of interest  permitted by law
which parties may agree to in a written  contract  ("Excess  Interest").  If any
Excess  Interest  is  provided  for  or  determined  by  a  court  of  competent
jurisdiction  to have been provided for in this Agreement or in any of the other
Loan Documents,  then in such event: (1) the provisions of this subsection shall
govern and control; (2) neither Borrower nor any guarantor shall be obligated to
pay any Excess Interest;  (3) any Excess Interest that Capital may have received
hereunder  shall be, at Capital's  option,  (a) applied as a credit  against the
outstanding  principal  balance of the  Obligations  of  Borrower or accrued and
unpaid  interest  (not to exceed  the  maximum  amount  permitted  by law),  (b)
refunded to the payor thereof, or (c) any combination of the foregoing;  (4) the
interest  rate(s)  provided  for herein  shall be  automatically  reduced to the
maximum lawful rate


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<PAGE>



allowed from time to time under  applicable law (the "Maximum  Rate"),  and this
Agreement  and the other Loan  Documents  shall be deemed to have been and shall
be,  reformed and modified to reflect such reduction;  and (5) neither  Borrower
nor any guarantor  shall have any action against Capital for any damages arising
out of the payment or collection  of any Excess  Interest.  Notwithstanding  the
foregoing,  if for any period of time interest on any Obligations of Borrower is
calculated  at the  Maximum  Rate  rather  than the  applicable  rate under this
Agreement,  and thereafter  such  applicable  rate becomes less than the Maximum
Rate, the rate of interest  payable on such Obligations of Borrower shall remain
at the Maximum  Rate until  Capital  shall have  received the amount of interest
which  Capital  would have received  during such period on such  Obligations  of
Borrower  had the rate of interest  not been  limited to the Maximum Rate during
such period.

                  2.7  Collections.  Unless  and until  Capital  shall  instruct
Borrower to the contrary,  Borrower shall direct all of the Contract Debtors and
their customers to make payments to a post office box established in the name of
Capital pursuant to the Lockbox  Agreement.  The terms of the Lockbox  Agreement
shall  restrict  access to the post office box to only  personnel  and agents of
Capital and the Depository  Bank. All payments made to the post office box shall
be removed from the post office box not less than every  Business Day and,  upon
such payments  constituting  goods funds, shall be promptly wired transferred to
Capital's bank account.  Pursuant to the terms of the Depository Account, within
one (1) Business Day following  the deposit of such  payments to Capital's  bank
account,  the Depository Bank shall provide  Borrower with a copy of the deposit
slip and each check and any other item delivered to the post office box.  Within
one (1) Business  Day of  Borrower's  receipt of the copy of the deposit  slips,
Borrower  shall  provide  Capital  with  a  Borrowing  Base  Certificate  and  a
Collection  Report in the form of Exhibit 2.7.  Following  the  occurrence of an
Event of  Default,  Capital  or  Capital's  designee  may,  at any time,  notify
Contract  Debtors and their  customers or account  debtors that the Accounts and
the  Property  have been  assigned  to Capital  and that  Capital has a security
interest  therein,  collect them directly,  and charge the collection  costs and
expenses to Borrower's loan account; provided, however, that notwithstanding the
foregoing,  Capital  shall be  entitled  to contact  Contract  Debtors and their
customers  and  account  debtors  at any time  for the  purpose  confirming  any
obligations  owing to Borrower or payable to Borrower.  Borrower agrees that all
payments received by Borrower in connection with the Accounts,  Property and any
other  Collateral shall be held in trust for Capital as Capital's  trustee.  The
receipt  of any wire  transfer  of funds,  check,  or other  item of  payment by
Capital shall be applied to conditionally  reduce  Borrower's  Obligations,  but
shall not be  considered  a payment on account  unless such wire  transfer is of
immediately available


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federal  funds and is made to the  appropriate  deposit  account  of  Capital or
unless and until such check or other item of payment is honored  when  presented
for payment. The receipt of any wire transfer, check or other item of payment by
Capital  shall be deemed to have been paid to Capital one (1) business day after
the date Capital  actually  receives  possession of such wire transfer of funds,
check or other item of payment.

                  2.8   Fees.

                        A.    Facility Fee.  Concurrent with each notice
delivered by Borrower to Capital  requesting  an increase in the Maximum  Credit
Limit,  Borrower shall pay to Capital a facility fee (the "Facility  Fee") in an
amount  equal to  one-half  percent  (.5%) of the amount of the  increase in the
Maximum  Credit Limit.  Each increase in the Maximum  Credit Limit must be in an
increment of One Million Dollars ($1,000,000) and the total Maximum Credit Limit
may not  exceed  Twenty  Three  Million  Dollars  ($23,000,000).  Payment of the
Facility  Fee shall be made as of the due date by  charging  Borrower's  account
with the  amount of the  Facility  Fee.  The  Facility  Fee shall  represent  an
unconditional  payment to Capital in  consideration  of  Capital's  agreement to
extend financial accommodations to Borrower pursuant to this Agreement and shall
not reduce or be a deposit on account of the Obligations.

                        B.    Unused Line Fee.  As of the last day of
each month during the term of this  Agreement,  Borrower  shall pay to Capital a
monthly unused line fee (the "Unused Line Fee") equal to (i)  one-quarter of one
percent  (0.25%) of the average daily unused portion of the Maximum Credit Limit
during that month,  divided by (ii) twelve (12).  Payment of the Unused Line Fee
shall be made as of the due date by charging  Borrower's account with the amount
of the Unused Line Fee.  The Unused Line Fee shall  represent  an  unconditional
payment to Capital in consideration  of Capital's  agreement to extend financial
accommodations to Borrower pursuant to this Agreement and shall not reduce or be
a deposit on account of the Obligations.

                  2.9 Payment on Non-Business  Days.  Whenever any payment to be
made  hereunder  shall be stated to be due on a day which is not a Business Day,
such payment shall be made on the next succeeding  Business Day.  Interest shall
continue  to accrue on such  payments  until the date such  payments  are deemed
received by Capital.

                  2.10  Monthly   Statements.   Capital  shall  render   monthly
statements of the Obligations owing by Borrower to Capital, including statements
of  all  principal,  interest,  Capital  Expenses  owing,  outstanding  accounts
receivable assigned to Capital and the amount of any reserve being maintained by
Capital, and such


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statements  shall be  conclusively  presumed  to be  correct  and  accurate  and
constitute an account stated between Borrower and Capital unless,  within thirty
(30) days after receipt thereof by Borrower,  Borrower shall deliver to Capital,
by registered or certified mail, at Capital's  address  indicated in Section 13,
written objection thereto  specifying the error or errors, if any,  contained in
any such statement.

            3.    TERM AND PREPAYMENT

                  3.1 Term.

                        A.    This Agreement shall have an initial term
(the "Initial Term") of three (3) years  commencing on the date hereof and shall
thereafter be automatically renewed (a "Renewal Term") for successive periods of
one (1) year unless  terminated  by either party as set forth  below.  Notice of
such  termination  shall be  effectuated  by the mailing of a certified  letter,
return receipt requested, not less than sixty (60) days immediately prior to the
effective date of such  termination,  which date shall be an anniversary date of
this  Agreement,  addressed to the other party in the manner and the address set
forth in Section 13.

                        B0    Notwithstanding such term, upon the
occurrence of an Event of Default and during the continuation  thereof,  Capital
may terminate this Agreement without notice. In addition,  should either Capital
or Borrower become insolvent or is unable to meet its debts as they mature, then
the other party shall have the right to  terminate  this  Agreement  at any time
without  notice.  On the date of a  termination  by  Borrower  or  Capital,  all
Obligations  shall become  immediately  due and payable without notice or demand
and  shall  be paid to  Capital  in cash or by a wire  transfer  of  immediately
available funds.

                        C0    When Capital has received payment and
performance in full of all Obligations  (whether pursuant to this Section 3.1 or
Section 3.2) and an  acknowledgment  from Borrower that it is no longer entitled
to request any advances from Capital under this Agreement, Capital shall execute
a termination of all security interests given by Borrower to Capital.

                  3.2  Prepayment.  Borrower may at any time on thirty (30) days
prior written  notice,  prepay the  Obligations  and terminate this Agreement by
paying to Capital in cash or by a wire transfer of immediately available federal
funds,  the Obligations  together with an amount equal to the following:  (a) if
prepayment occurs during the first six (6) months of the Initial Term, an amount
equal to two percent (2%) of the then  prevailing  Maximum Credit Limit;  (b) if
prepayment  occurs at any time  during the second six (6) months of the  Initial
Term, an amount equal to one


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and one-half percent (1.5%) of the then prevailing Maximum Credit Limit; and (c)
if  prepayment  occurs at any time after the first year of the Initial  Term, an
amount equal to one-half  percent (0.5%) of the then  prevailing  Maximum Credit
Limit.  When  prepaying the  Obligations,  Borrower  shall also pay the interest
accrued on the principal amount being prepaid to the date of such prepayment.

            40    CREATION OF SECURITY INTEREST

                  4.1 Grant of  Security  Interest.  Borrower  hereby  grants to
Capital a continuing  security interest in all presently  existing and hereafter
acquired or arising  Collateral in order to secure  prompt  repayment of any and
all  Obligations  owed by  Borrower  to  Capital  and in order to secure  prompt
performance by Borrower of each and all of its covenants and  obligations  under
this  Agreement  and  otherwise  created.  Capital's  security  interest  in the
Collateral  shall attach to all  Collateral  without  further act on the part of
Capital or Borrower.

                  4.2  Right to Audit  and  Inspect.  In  order  to  verify  the
validity of any Borrowing Base Certificate,  Borrower shall, upon the request of
Capital,  promptly  furnish  Capital  with copies of  Borrower's  financial  and
business records, as well as any information which has been provided by Contract
Debtors to Borrower,  and Borrower shall warrant the  genuineness  thereof.  For
each twelve (12) month period commencing on the date of this Agreement,  Capital
shall have the right to conduct four (4) periodic  audits of the  Collateral and
Borrower's financial condition at Borrower's expense;  provided,  however,  that
Capital may conduct  additional  audits,  at Capital's own expense so long as no
Event of Default shall have occurred, during each such twelve (12) month period.
Borrower  shall pay to Capital as an audit fee Six Hundred Fifty Dollars  ($650)
per auditor, per day for each audit in connection with the first four (4) audits
during each twelve (12) month period,  as well as in connection  with any audits
conducted  following an Event of Default and the amount  charged shall be deemed
included in the  "Obligations"  when incurred.  The maximum audit fees shall not
apply  to (i)  the  preliminary  audit  conducted  prior  to the  date  of  this
Agreement;  and (ii) the  travel  expenses  reasonably  incurred  by  Capital in
connection with each audit. Borrower shall reimburse Capital for all such travel
expenses.  Capital will invoice Borrower for such audit fees and travel expenses
and  Borrower  shall pay to Capital the full  amount of such costs and  expenses
within fifteen (15) calendar days from the date of invoice.

                  4.3 Continuation of Security Interest.  Until all Obligations,
contingent or  otherwise,  have been fully repaid and  performed,  Capital shall
retain its security interest in all existing  Collateral and Collateral  arising
thereafter.


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                  4.4  Perfection of Security  Interest.  Borrower shall execute
and deliver to Capital,  concurrent with Borrower's execution of this Agreement,
and at any time or times  hereafter  at the  request of Capital,  all  financing
statements,   continuation  financing  statements,   fixture  filings,  security
agreements,  chattel  mortgages,  assignments,  endorsements  of certificates of
title,  applications  for titles,  affidavits,  reports,  notices,  schedules of
accounts,  letters  of  authority  and all  other  documents  that  Capital  may
reasonably  request,  in form  satisfactory to Capital,  to perfect and maintain
perfected  Capital's  security interests in the Collateral and in order to fully
consummate  all  of the  transactions  contemplated  under  this  Agreement.  In
connection  with the  foregoing,  Borrower  agrees to cause to be  delivered  to
Capital the consent on any  computer  software  licensor  to the  assignment  by
Borrower to Capital of those  rights of  Borrower  in such  software in order to
enable Capital to obtain any computer  information  which Capital requires which
is accessible utilizing such software.

                  4.5 Access to Borrower's  Books.  Capital  (through any of its
officers,  employees  or  agents)  shall  have the  right,  at any time or times
hereafter,  during Borrower's usual business hours, or during the usual business
hours of any third party having control over the records of Borrower, to inspect
and verify  Borrower's  Books in order to verify the amount or condition  of, or
any other matter relating to, the Collateral and Borrower's financial condition.
Capital  (through any of its officers,  employees or agents) shall also have the
right, at any time or times hereafter,  to confirm with the Contract Debtors the
amount of their indebtedness owing to Borrower,  the assignment of all or any of
the  Property  to  Borrower,  the value and  amount of the  Property  (including
contacting  any  customers  or  account  debtors  thereunder),   and  any  other
information relating to the Collateral.

                  4.6  Additional   Documentation.   With  each   assignment  of
Collateral  hereunder  Borrower shall deliver to and/or insure that Capital has,
in form  satisfactory  to  Capital  and its  counsel,  such  other  instruments,
financing  statements,   continuation  financing  statements,  fixture  filings,
security agreements, mortgages, assignments,  certificates of title, affidavits,
reports,  documents,  notices, schedules of Contracts,  letters of authority and
all other documents that Capital may reasonably request, in form satisfactory to
Capital,  to perfect and maintain  perfected  Capital's security interest in the
Collateral and in order to fully consummate all of the transactions contemplated
under this Agreement.

                  4.7 Retention of Security  Interest.  Capital shall retain its
security  interest in all Collateral  until all of Borrower's  Obligations  have
been fully repaid as required  hereunder and this Agreement has been terminated.
Capital may, after the


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occurrence of an Event of Default, settle or adjust disputes and claims directly
with  Contract  Debtors and  customers of Contract  Debtors for such amounts and
upon such terms as Capital considers advisable,  and in such cases, Capital will
credit  Borrower's  account  with only the net  amounts  received  by Capital in
payment of such  disputed  Contracts or Property,  after  deducting  all Capital
Expenses incurred or expended in connection therewith.

                  4.8 Power of  Attorney.  Borrower  hereby  irrevocably  makes,
constitutes and appoints  Capital (and any of Capital's  officers,  employees or
agents designated by Capital) as Borrower's true and lawful attorney with power:

                        A0    Upon Borrower's failure or refusal to
comply  with its  undertakings  contained  in Section  4.4,  to sign the name of
Borrower  on any of the  documents  described  in that  section  or on any other
similar  documents which need to be executed,  recorded and/or filed in order to
perfect or continue perfected Capital's security interest in the Collateral;

                        B0    To endorse Borrower's name on any checks,
notes,  acceptances,  money orders, drafts or other forms of payment or security
that  may  come  into  Capital's  possession  and  to  execute  UCC  Termination
Statements on behalf of Borrower;

                        C0    After the occurrence of an Event of
Default  and so long as such Event of Default  has not been  waived of cured (to
the extent  there is an  applicable  cure  period),  to notify  the post  office
authorities to change the address for delivery of Borrower's  mail to an address
designated by Capital,  to receive and open all mail addressed to Borrower,  and
to retain  all mail  relating  to the  Collateral  and  forward,  within two (2)
business days of Capital's receipt thereof, all other mail to Borrower;

                        D0    After the occurrence of an Event of
Default  and so long as such Event of Default  has not been  waived of cured (to
the extent there is an applicable cure period), to compromise and settle any and
all  Accounts,   indebtedness  owing  to  Borrower  under  Contracts,   Eligible
Underlying Accounts Collateral, and other obligations owing to Borrower or which
have been assigned to Borrower,  to enter into settlement  agreements and mutual
general releases on Borrower's behalf and to execute any notices,  reconveyances
or other documentation in connection with any such settlement; and

                        E0    To do all things reasonably necessary to
carry out this Agreement.

                  The appointment of Capital as Borrower's attorney,
and each and every one of Capital's rights and powers, being


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coupled with an interest, are irrevocable until all of the Obligations have been
fully paid and performed and payments  received by Capital are no longer subject
to avoidance.  Borrower  ratifies and approves all acts of Capital as Borrower's
attorney  taken  in  connection  with  the  transactions  contemplated  by  this
Agreement  and neither  Capital nor its  employees,  officers or agents shall be
liable for any acts or omissions or for any error in judgment or mistake of fact
or law made in good faith except for gross negligence or willful misconduct.

            50    CONDITIONS PRECEDENT

                  5.1 As  conditions  precedent to Capital's  obligation to make
the advances and extend the financial accommodations  hereunder,  Borrower shall
execute and deliver, or cause to be executed and delivered,  to Capital, in form
and substance satisfactory to Capital and its counsel, the following:

                        A0    Financing statements (form UCC-1) and
fixture filings in form satisfactory for filing and recording with
the appropriate governmental authorities;

                        B0    Certified extracts from the minutes of the
meetings of board of directors of Borrower  authorizing  the  borrowings and the
granting of the security interest  provided for herein and authorizing  specific
officers to execute and deliver the Loan Documents;

                        C0    A certified copy of Borrower's Articles of
Incorporation and any amendments  thereto,  a certificate of status showing that
Borrower  is in good  standing  under  the  laws of the  State of  Illinois  and
certificates  indicating that Borrower has qualified to transact business and is
in good  standing in any other state in which the conduct of its business or its
ownership of property requires that it be so qualified;
                        D0    UCC searches, tax lien and litigation
searches, fictitious business statement filings, insurance certificates, notices
or other similar documents which Capital may require and in such form as Capital
may require,  in order to reflect,  perfect or protect the priority of Capital's
security interests in the Collateral and in order to fully consummate all of the
transactions contemplated under this Agreement;

                        E0    Evidence satisfactory to Capital that
Borrower has obtained insurance  policies or binders,  with such insurers and in
such amounts as may be acceptable to Capital,  respecting  the Equipment and any
other tangible personal property comprising the Collateral and naming Capital as
a loss payee on a 438-BFU endorsement;



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                        F0    The Facility Fee (if Borrower has
requested an increase in the Maximum Credit Limit);

                        G0    The Loan Documents;

                        H0    A fully completed Borrowing Base
Certificate, dated as of the effective date of this Agreement;

                        I0    The original Contracts properly endorsed
in favor of and assigned to Capital;

                        J0    The Guaranties prepared on Capital's
standard form and duly executed;

                        K0    Certified extracts from the minutes of the
meetings of CII's and GFI's board of  directors  authorizing  the  execution  of
their  respective   General   Continuing   Guaranties  of  the  Obligations  and
authorizing specific officers to execute and deliver such guaranties;

                        L0    The Subordination Agreements  prepared on
Capital's standard form and duly executed by Westpointe,
Cornerstone and Vista and acknowledged by Borrower;

                        M0    Certified extracts from the minutes of the
meetings of Cornerstone's, Westpointe's and Vista=s general partners authorizing
the  execution of their  respective  Subordination  Agreements  and  authorizing
specific partners to execute and deliver such Subordination Agreements;

                        N0    A disbursement letter from Borrower
authorizing and directing Capital to make the initial advances
hereunder.

            60    BORROWER'S REPRESENTATIONS AND WARRANTIES

                  Borrower  makes the following  representations  and warranties
which shall be deemed to be continuing representations and warranties so long as
any credit  hereunder  shall be available  and until the  Obligations  have been
repaid in full:

                  6.1   Existence and Rights.

                        A0    The chief executive office of Borrower is
located at 3003 LBJ Freeway, Suite 200, Dallas, Texas 75234.

                        B0    Borrower is duly organized and existing
under  the laws of the  State of  Texas  and is  qualified  and  licensed  to do
business  and is in good  standing  in any  state in which  the  conduct  of its
business or its ownership of property requires that


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it be so qualified;

                        C0    Borrower has the right and power to enter
into this Agreement and each of the other Loan Documents;

                        D0    Borrower has the power, authority, rights
and franchises to own its property and to carry on its business as
now conducted;

                        E0    Borrower has no investment in any business
entity except as previously disclosed to Capital in writing.

                  6.2  Agreement   Authorized.   The  execution,   delivery  and
performance by Borrower of this Agreement and each of the other Loan  Documents:
(a) have been duly  authorized and do not require the consent or approval of any
governmental body or other regulatory authority;  and (b) shall not constitute a
breach of any provision  contained in Borrower's  Articles of  Incorporation  or
Bylaws.

                  6.3 Binding  Agreement.  This Agreement is the valid,  binding
and legally enforceable obligation of Borrower in accordance with its terms.

                  6.4 No Conflict.  The execution,  delivery and  performance by
Borrower of this Agreement and each of the other Loan  Documents:  (a) shall not
constitute an event of default under any agreement, indenture or undertakings to
which  Borrower is a party or by which it or any of its property may be bound or
affected;  (b)  are  not in  contravention  of or in  conflict  with  any law or
regulation;  and (c) do not cause any lien,  charge or other  encumbrance  to be
created or imposed upon any such property by reason thereof.

                  6.5 Litigation. There are no actions or proceedings pending by
or  against   Borrower  or  any  guarantor  of  Borrower  before  any  court  or
administrative  agency,  and Borrower has no knowledge or belief of any pending,
threatened  or  imminent  litigation,  governmental  investigations  or  claims,
complaints,  actions or  prosecutions  involving  Borrower or any  guarantor  of
Borrower,  except  for  ongoing  collection  matters  in which  Borrower  is the
plaintiff and except as heretofore disclosed,  in writing, to Capital.  Borrower
is not in default with respect to any order, writ, injunction,  decree or demand
of any court or any governmental or regulatory authority.

                  6.6  Financial   Condition.   All  financial   statements  and
information  relating  to  Borrower  which have been  delivered  by  Borrower to
Capital have been  prepared in accordance  with  generally  accepted  accounting
principles consistently applied, unless


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otherwise stated therein, and fairly and reasonably present Borrower's financial
condition.  There has been no material adverse change in the financial condition
of  Borrower  since  the date of the most  recent of such  financial  statements
submitted to Capital.  Borrower has no knowledge of any liabilities,  contingent
or  otherwise,  which  are  not  reflected  in  such  financial  statements  and
information,  and  Borrower  has not  entered  into any special  commitments  or
contracts  which are not reflected in such  financial  statements or information
which may have a materially adverse effect upon Borrower's  financial condition,
operations or business as now conducted.

                  6.7 Tax Status.  Borrower has no liability nor have any claims
been asserted against Borrower for any delinquent state, local or federal taxes.

                  6.8 Title to Assets. Other than the security interests granted
to  Cornerstone  and Westpointe and  subordinated  to the security  interests of
Capital,  Borrower  has good title to its assets and the same are not subject to
any liens or encumbrances.

                  6.9 Trademarks and Patents.  Borrower,  as of the date hereof,
possesses all necessary trademarks,  trade names,  copyrights,  patents,  patent
rights and licenses to conduct its business as now  operated,  without any known
conflict with the valid trademarks, trade names, copyrights, patents and license
rights of others.

                  6.10  Environmental  Quality.  Borrower has in the past and is
currently in compliance with any and all federal, state and local statutes, laws
and regulations  concerning the  preservation of the environment and the use and
disposal of hazardous and toxic materials and substances.  Borrower is not aware
that it is under  investigation  by any  state or  federal  agency  designed  to
enforce any of such laws or regulations.

                  6.11  Equipment.

                        A0    All of the Equipment is currently located
at Borrower's address set forth in Section 6.1A;

                        B0    The Equipment is and shall remain free
from all liens, claims, encumbrances,  and security interests (except as held by
Capital,  except for the subordinate  security  interests granted to Cornerstone
and Westpointe,  and except as may be specifically  consented to, in advance and
in writing, by Capital).

                  6.12  Contracts and Security Documents.



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                        A0    Each Contract is a bona fide, good, valid,
enforceable  and subsisting  obligation of the Contract Debtor  thereunder,  and
Borrower  does not know of any fact which impairs or will impair the validity of
any such Contract.

                        B0    Each Contract and the Security Documents
are free of any  claim  for  credit,  deduction,  discount,  allowance,  defense
(including the defense of usury), dispute, counter-claim or setoff.

                        C0    Each Contract is wholly free of any prior
assignment,  superior security interest,  lien, claim or encumbrance in favor of
any person other than Capital.

                        D0    The Security Documents properly and
reasonably describe the subject personal property collateral.

                        E0    Each Contract correctly sets forth the
terms between Borrower and the Contract Debtor,  including,  without limitation,
the interest rate and/or fees applicable thereto.

                        F0    All state and federal laws have been
complied with in  conjunction  with the Contracts  and Security  Documents,  the
non-compliance   with  which  would  have  an  adverse   impact  on  the  value,
enforceability or collectability of the Contracts or Security Documents.

                        G0    Borrower has good and valid title to, and
full  right and  authority  to pledge  and assign  the  Contracts  and  Security
Documents to Capital and no payment is past due under any Eligible Contract.

                        H0    The signatures of officers of the Contract
Debtor on each Contract and Security Documents related thereto are genuine, and,
to the best  knowledge of Borrower,  such officers were  authorized  and had the
legal capacity to enter into and execute such documents on the date thereof.


            70    BORROWER'S AFFIRMATIVE COVENANTS

                  Borrower  covenants  and  agrees  that so  long as any  credit
hereunder shall be available and until the Obligations have been repaid in full,
unless Capital shall otherwise consent in writing,  Borrower shall do all of the
following:

                  7.1  Rights  and  Facilities.   Borrower  shall  maintain  and
preserve all rights,  franchises and other authority adequate for the conduct of
its  business.  Borrower  shall also  maintain  its  properties,  equipment  and
facilities in good order and repair and


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conduct its business in an orderly manner  without  voluntary  interruption  and
maintain and preserve its existence.

                  7.2   Records and Servicing of Contracts.

                        A0    Borrower shall keep or will cause to be
kept in a safe place, at its chief executive office, copies (or the originals if
Capital  determines  in its sole  discretion  to allow  Borrower  to retain such
originals) of the Contracts and Security  Documents,  all necessary,  proper and
accurate  books,  records,  ledgers,   correspondence  and  other  documents  or
instruments  related to or concerning the Contracts and the Security  Documents.
Capital  shall,  at all  reasonable  times,  have the right to inspect,  verify,
check,  make  abstracts  from  and  photocopies  of  Borrower's  Books,  and any
correspondence  and  other  papers  pertaining  to the  Contracts  and  Security
Documents.

                        B0    In consideration of the advances to be
made  by  Capital  pursuant  hereto,  and at no  expense  to  Capital,  Borrower
covenants and agrees to diligently and faithfully perform the following services
relating to the Contracts and Security  Documents,  unless and until notified by
Capital that it does not desire  Borrower to continue to perform any or all such
services:

                              (1)   Borrower will use commercially
reasonable  efforts to collect  all  payments  due under the  Contracts.  On the
fifteenth  (15th) day of each  month,  Borrower  shall  provide  Capital  with a
written report identifying each Contract, if any, under which scheduled payments
are thirty (30) days or more past due and shall inform Capital,  in writing,  of
all decisions  regarding  collection  efforts  concerning  any such Contract and
concerning repossession of Property.

                              (2)   Borrower will perform customary
insurance  follow-up  with  respect to each  policy of  insurance  covering  the
Property,  if any. If required or prudent insurance on any Property is canceled,
terminated  or  lapses,  Borrower  shall  immediately,  and at its sole cost and
expense, obtain replacement insurance coverage.

                              (3)   Borrower will promptly notify Capital
if and  when  any of the  following  shall  come  to its  attention:  (a) if any
material default arises under the terms of a Contract and/or Security  Document,
which default shall not be waived by Borrower  without the prior written consent
of  Capital;  (b) if any  material  item of Property  should be  damaged,  lost,
destroyed  or  stolen,  and such item or items of  Property  shall not have been
repaired,  replaced or cured by the Contract Debtor within a reasonable time; or
(c) if any Property is moved from the location or locations where it is required
to be kept under the terms of the Security


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Document.

                              (4)   Borrower acknowledges that it is not
authorized  or  empowered to waive or vary the terms of any Contract or Security
Document in a way that would be adverse to  Capital's  interests,  and  Borrower
agrees  that it will not,  at any time,  waive or consent to a  postponement  of
strict  compliance on the part of a Contract Debtor with respect to any material
term, provision or covenant contained in any Contract or Security Document,  nor
forbear or grant any material indulgence to a Contract Debtor, without the prior
written consent of Capital.

                  7.3 Location of Equipment. The Equipment shall be located only
at Borrower's  chief executive office or such other locations as shall have been
approved by Capital, which approval shall not be unreasonably withheld.

                  7.4   Insurance.

                        A0    Borrower, at its expense, shall insure the
Equipment against loss or damage by fire, theft,  explosion,  sprinklers and all
other hazards and risks ordinarily  insured against by other owners who use such
properties in similar businesses for the full insurable value thereof.  Borrower
shall  deliver to Capital  certified  copies of such  policies of insurance  and
evidence of the payments of all premiums therefor.  Borrower shall also keep and
maintain business interruption,  public liability, and property damage insurance
relating to Borrower's  ownership and use of the Equipment and its other assets.
All such policies of insurance shall be in such form,  with such companies,  and
in such  amounts  as may be  satisfactory  to  Capital.  All  such  policies  of
insurance  (except those of public  liability and property damage) shall contain
an endorsement in a form satisfactory to Capital showing Capital as a loss payee
thereof, with a waiver of warranties on a 438-BFU endorsement,  and all proceeds
payable  thereunder  shall be payable to Capital  and,  upon receipt by Capital,
shall be applied on account of the Obligations  owing to Capital.  To secure the
payment of the Obligations,  Borrower grants Capital a security  interest in and
to all such policies of insurance (except those of public liability and property
damage) and the proceeds  thereof,  and Borrower shall direct all insurers under
such policies of insurance to pay all proceeds thereof directly to Capital.

                        B0    Prior to an Event of Default under this
Agreement,  Borrower shall have the exclusive  right to make,  settle and adjust
any and all claims under such policies of  insurance;  provided,  however,  that
Borrower shall not legally conclude the settlement or adjustment of any claim in
excess of Ten Thousand and 00/100 Dollars  ($10,000.00)  without first obtaining
the written


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consent of Capital.

                        C0    Borrower hereby irrevocably appoints
Capital  (and any of  Capital's  officers,  employees  or agents  designated  by
Capital) as Borrower's  attorney following the occurrence of an Event of Default
for the purpose of making, settling and adjusting all claims under such policies
of insurance,  endorsing the name of Borrower on any check, draft, instrument or
other item of payment for the proceeds of such  policies of  insurance,  and for
making  all  determinations  and  decisions  with  respect to such  policies  of
insurance.

                        D0    Borrower will not cancel any of such
policies without Capital's prior written consent.  Each such insurer shall agree
by endorsement upon the policy or policies of insurance issued by it to Borrower
as required above, or by independent  instruments  furnished to Capital, that it
will give Capital at least ten (10) days written  notice  before any such policy
or policies of insurance will be altered or canceled, and that no act or default
of Borrower,  or any other person,  shall affect the right of Capital to recover
under such policy or policies of  insurance or to pay any premium in whole or in
part relating thereto.  If Borrower fails to comply with its covenants contained
in this Section 7.4,  Capital may, but shall have no  obligation  to, obtain and
maintain  such  policies of insurance  and pay such premiums and take such other
action with respect to such policies which Capital deems prudent.

                  7.5 Notice of  Litigation.  If at any time  during the term of
this  Agreement  any   litigation,   governmental   investigations   or  claims,
complaints,  actions or  prosecutions  involving  Borrower or any  guarantor  of
Borrower shall be commenced or threatened,  Borrower  shall  immediately  notify
Capital in writing of such event.

                  7.6   Submission of Records and Reports.

                        A0    Borrower agrees to use its best efforts to
deliver to Capital,  on a daily  basis,  a  collateral  and loan  status  report
summarizing  the status of each  Contract by  indicating,  with  respect to each
Contract,  the  amount of  outstanding  advances  made by  Borrower  under  such
Contract,  the amount of all outstanding accounts and other Property assigned to
Borrower  thereunder,  the amount of loan availability  under the Contract,  the
amount  of  collections  received  since the last  report,  the date of the last
accounts  receivable  aging with respect to such Contract Debtor, a copy of each
invoice  assigned  to  Borrower  (together  with a copy of proofs of delivery or
signed  acknowledgments  of service  executed by the  customer of such  Contract
Debtor), and any other information required by Capital.


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                        B0    Borrower shall deliver to Capital on first
Business Day of each week during the term of this Agreement a detailed report of
all outstanding  accounts assigned to Borrower by the Contract Debtors which, as
of the last Business Day of the  immediately  preceding  week, do not constitute
Eligible Underlying Accounts Collateral.

                        C0    Borrower shall execute and deliver to
Capital  by the  fifteenth  (15th)  day of each  month  during  the term of this
Agreement, a report containing the following information regarding each Contract
as of the last day of the immediately  preceding calendar month: (i) a statement
reflecting all of the advances,  repayments, other loan activity, and the status
of the Property  securing  the  obligations  of the  Contract  Debtor under that
Contract;  (ii) an accounts  receivable status report setting forth, among other
information,  an aging of the  accounts  receivable,  the amount of the Eligible
Underlying   Accounts   Collateral,   the  amount  of  the  ineligible  accounts
receivable,  and the  percentage  determined by dividing the total amount of all
obligations  of a Contract  Debtor  arising  under the Contract by the aggregate
amount of all  obligations  owing to Borrower from all of its Contract  Debtors;
and (iii) a summary of the Contracts which shall set forth,  among other things,
the  delinquency  rate  of the  obligations  arising  under  the  Contracts  and
indicating under which Contracts, if any, Property is in foreclosure;

                        D0    Borrower shall promptly supply Capital
with such other  information  concerning its affairs as Capital may request from
time to time  hereafter,  and shall  promptly  notify  Capital  of any  material
adverse change in Borrower's  financial  condition and of any condition or event
which constitutes a breach of, or an event which constitutes an Event of Default
or Potential Event of Default under, this Agreement.

                  7.7  Acquisition of Assets.  Borrower  shall  promptly  notify
Capital in writing of its  acquisition  by  purchase,  lease or otherwise of any
after-acquired  tangible property having a value greater than Fifty Thousand and
00/100 Dollars ($50,000.00) and of the type included in the Collateral.

                  7.8 Taxes. All assessments and taxes,  whether real,  personal
or otherwise, due or payable by, or imposed, levied or assessed against Borrower
or any of its property shall be paid in full,  before  delinquency or before the
expiration of any extension  period.  Borrower shall make due and timely payment
or deposit of all federal,  state and local taxes,  assessments or contributions
required of it by law,  and will  execute  and  deliver to  Capital,  on demand,
appropriate  certificates attesting to the payment or deposit thereof.  Borrower
will make timely  payment or deposit of all F.I.C.A.  payments  and  withholding
taxes required of


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it by  applicable  laws,  and will,  upon  request,  furnish  Capital with proof
satisfactory  to Capital  indicating  that  Borrower  has made such  payments or
deposits.




                  7.9   Financial Statements.

                        A0    Borrower shall maintain a standard and
modern system of accounting in accordance  with  generally  accepted  accounting
principles  consistently  applied with ledger and account cards and/or  computer
tapes, discs, printouts,  and records pertaining to the Collateral which contain
information as may from time to time be requested by Capital. Borrower shall not
modify or change its method of accounting or enter into, modify or terminate any
agreement  presently  existing,  or at any time hereafter  entered into with any
third party  accounting  firm and/or service bureau for the  preparation  and/or
storage of Borrower's  accounting  records  without said  accounting firm and/or
service  bureau  agreeing  to  provide  to  Capital  information  regarding  the
Collateral and Borrower's financial condition. Borrower agrees to permit Capital
and any of its employees,  officers or agents,  upon demand,  during  Borrower's
usual  business  hours,  or the usual  business  hours of third  persons  having
control thereof,  to have access to and examine all of Borrower's Books relating
to the  Collateral,  the  Obligations,  Borrower's  financial  condition and the
results of Borrower's operations,  and, in connection therewith,  permit Capital
or any of its agents, employees or officers to copy and make extracts therefrom.

                        B0 Borrower shall deliver to Capital:

                              (1)   within forty five (45) days after the
end of  each of the  first  three  fiscal  quarters  of  Borrower,  for  each of
Borrower's  fiscal years,  a company  prepared  consolidated  and  consolidating
statement of the  financial  condition of Borrower and its  affiliates  for such
quarterly period,  including,  but not limited to, a balance sheet, a profit and
loss  statement,  and a cash flow statement,  and any other report  requested by
Capital relating to the Collateral and the financial condition of Borrower,  and
a certificate  signed by the Chief Executive Officer of Borrower,  to the effect
that all statements  and reports  delivered or caused to be delivered to Capital
under this subsection,  fairly and thoroughly present the financial condition of
Borrower  and its  affiliates  and that there  exists on the date of delivery to
Capital no condition or event which constitutes an Event of Default or Potential
Event of Default;

                              (2) within forty five (45) days after the


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end of each of the first three fiscal  quarters of CII, for each of CII's fiscal
years,  a copy of the Form 10Q  filed by CII with the  Securities  and  Exchange
Commission for such period;

                              (3) within ninety (90) days after the end
of each of  CII's  fiscal  years,  an  audited  consolidated  and  consolidating
statement of the financial  condition of CII and its subsidiaries and affiliates
for such fiscal  year,  prepared by  independent  certified  public  accountants
acceptable to Capital,  including, but not limited to, a balance sheet, a profit
and loss statement, and a cash flow statement, and any other report requested by
Capital relating to the Collateral and the financial condition of Borrower,  and
a certificate  signed by the Chief  Executive  Officer of Borrower to the effect
that all reports,  statements,  computer disc or tape files, printouts, runs, or
other  computer  prepared  information  of any kind or  nature  relating  to the
foregoing or documents delivered or caused to be delivered to Capital under this
subsection,  fairly and thoroughly  present the financial  condition of Borrower
and its  affiliates  and that there exists on the date of delivery to Capital no
condition or event which  constitutes an Event of Default or Potential  Event of
Default.

                  7.10 Tax Returns.  Borrower shall deliver to Capital copies of
each of CII's and, if Borrower  files a separate tax return,  Borrower's  future
federal  income tax returns,  and any  amendments  thereto,  within  thirty (30)
calendar days following the filing thereof.  Borrower further agrees to promptly
deliver to Capital copies of all receipts  issued to Borrower for the payment of
federal withholding taxes required of it.

                  7.11  Payment  of  Debts.  Borrower  shall  be  at  all  times
hereafter  solvent  and able to pay its debts  (including  trade  debts) as they
mature.

                  7.12 Financial Covenants. Borrower shall maintain at all times
during the term of this Agreement each of the following:

                        A0    A ratio of Obligations to Tangible Net
Worth of not more than 5.0 to 1.0.

                        B0    Positive Working Capital.

                        C0    Positive Tangible Net Worth.

                  7.13 Compliance with Environmental Laws. Borrower shall comply
with any and all  federal,  state  and  local  statutes,  laws  and  regulations
concerning  the  preservation  of the  environment  and the use and  disposal of
hazardous and toxic materials and


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substances.

                  7.14 Notice of  Reportable  Event.  Borrower  shall furnish to
Capital:  (a) as soon as  possible,  but in no event later than thirty (30) days
after  Borrower  knows or has  reason to know  that any  reportable  event  with
respect to any deferred compensation plan has occurred, a statement of the Chief
Financial  Officer  of  Borrower  setting  forth  the  details  concerning  such
reportable  event and the action  which  Borrower  proposes to take with respect
thereto,  together with a copy of the notice of such  reportable  event given to
the Pension Benefit Guaranty Corporation,  if a copy of such notice is available
to Borrower;  (b) promptly  after the filing  thereof with the Internal  Revenue
Service,  the United States  Secretary of Labor or the Pension Benefit  Guaranty
Corporation,  copies  of each  annual  report  with  respect  to  each  deferred
compensation  plan together with  certified  financial  statements and actuarial
statements  for such plan;  (c) promptly  after receipt  thereof,  a copy of any
notice Borrower may receive from the Pension Benefit Guaranty Corporation or the
Internal  Revenue  Service  with  respect  to any  deferred  compensation  plan;
provided,  however,  this  subparagraph  shall not  apply to  notice of  general
application  issued by the Pension Benefit Guaranty  Corporation or the Internal
Revenue Service;  (d) at least ten (10) days prior to the filing by the Borrower
or the administrator of any deferred  compensation plan of a notice of intent to
terminate such plan, a copy of such notice;  (e) when the same is made available
to participants in the deferred  compensation  plan, all notices and other forms
of  information  from  time  to time  disseminated  to the  participants  by the
administrator  of the  deferred  compensation  plan;  and (f) promptly and in no
event more than ten (10) days after  receipt  thereof by  Borrower,  each notice
received by Borrower concerning the imposition of any withdrawal liability under
Section 4202 of the Employee  Retirement  Income Security Act ("ERISA") of 1974,
as amended.

                  7.15  Reimbursement for Capital  Expenses.  Upon the demand of
Capital,  Borrower shall  immediately  reimburse Capital for all sums reasonably
incurred and expended by Capital which constitute Capital Expenses, and Borrower
hereby  authorizes  and  approves all advances and payments by Capital for items
constituting such Capital Expenses.

            80    BORROWER'S NEGATIVE COVENANTS

                  Borrower  covenants  and  agrees  that so  long as any  credit
hereunder shall be available and until the Obligations have been repaid in full,
unless Capital shall otherwise consent in writing,  Borrower shall not do any of
the following:

                  8.1   Relocate of Chief Executive Office.  Borrower


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will not,  without  thirty  (30) days prior  written  notification  to  Capital,
relocate its chief executive office.

                  8.2 Business  Structure and  Operations.  Borrower  shall not,
without Capital's prior written consent:

                        A0    Sell, lease, or otherwise dispose of,
move,  relocate  (except in connection with a relocation of Borrower's  business
facility) or transfer,  whether by sale or otherwise,  any of Borrower's assets;
provided,  however,  that during each of Borrower's fiscal years,  Borrower does
not need to obtain the prior written  consent of Capital in connection  with the
sale or disposal of assets in the ordinary course of Borrower's  business unless
and until the aggregate amount of such assets sold or disposed of, or to be sold
or disposed of,  during such fiscal year  exceeds an  aggregate  value of Twenty
Five Thousand and 00/100 Dollars ($25,000.00);

                        B0    Use the proceeds of any advance made under
Section 2.1 for any purpose other than the daily  financing needs of Borrower in
funding advances to the Contract Debtors;

                        C0    Change Borrower's name or form of entity,
or add any new fictitious name;

                        D0    Acquire, merge or consolidate with or into
any other business organization;

                        E0    Enter into any transaction not in the
ordinary and usual course of Borrower's business;

                        F0    Guarantee or otherwise become in any way
liable with respect to the  obligations of any third party except by endorsement
of  instruments  or items of  payment  for  deposit  to the  general  account of
Borrower or which are transmitted or turned over to Capital;

                        G0    Make any change in the Borrower's
financial structure or in any of its business objectives, purposes or operations
which could adversely affect the ability of Borrower to repay the Obligations;

                        H0    Incur any debts outside the ordinary and
usual course of Borrower's business, except for renewals or
extensions of existing debts;

                        I0    Make any advance or loan except in the
ordinary course of business; provided, however, that the
outstanding amount of term loans made in the ordinary course of


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business shall not exceed, at any one time, fifteen percent (15%)
of the then existing Tangible Net Worth;

                        J0    Prepay any existing indebtedness owing to
any third party;

                        K0    Cause, permit or suffer any change, direct
or indirect, in Borrower's capital ownership;

                        L0    Make any advance to any Contract Debtor
where the making of such advance would cause the total amount of the outstanding
indebtedness  of such Contract Debtor to exceed thirty five percent (35%) of the
Tangible Net Worth;

                        M0    Make any plant or fixed capital expendi
ture, or any commitment therefor, in any fiscal year, in an
aggregate amount in excess of Fifty Thousand and 00/100 Dollars
($50,000.00);

                        N0    Enter into any lease, or any commitment
therefor,  in any fiscal  year,  requiring  aggregate  payments in such any such
fiscal year in excess of Seventy Five Thousand and 00/100 Dollars ($75,000.00);

                        O0    Borrower will not, without Capital's prior
written consent, make any distribution to its shareholders (in cash or in stock)
on, or  purchase,  acquire,  redeem or retire any of its capital  stock,  of any
category thereof, whether now or hereafter outstanding;  provided, however, that
Borrower shall be permitted to make  distributions  to CII in order to reimburse
CII  for  reasonable  costs  and  expenses  actually  incurred  by  CII  in  the
administration of Borrower's business;

                        P0    Suspend or go out of business.

                  8.3   ERISA.

                        A0    Borrower shall not withdraw from partici
pation in,  permit the  termination  or  partial  termination  of, or permit the
occurrence  of any other event with  respect to any deferred  compensation  plan
maintained  for the benefit of Borrower's  employees  under  circumstances  that
could result in liability to the Pension Benefit Guaranty Corporation, or any of
its  successors  or  assigns,  or to any entity  which  provides  funds for such
deferred compensation plan.

                        B0    Borrower shall not withdraw from any
multi-employer  plan  described  in Section  4001(a)(3)  of ERISA  which  covers
Borrower's employees.


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            90    EVENTS OF DEFAULT

                  Any one or more of the  following  events shall  constitute an
Event of Default by Borrower under this Agreement:

                  9.1 Failure to Pay Obligations.  If Borrower fails to pay when
due and  payable or when  declared  due and  payable  all or any  portion of the
Obligations   owing  to  Capital   (whether  of  principal,   interest,   taxes,
reimbursement of Capital Expenses, or otherwise);

                  9.2  Failure to  Perform.  If  Borrower  fails or  neglects to
perform, keep or observe any term, provision,  condition,  covenant,  agreement,
warranty or representation contained in this Agreement, in any of the other Loan
Documents,  or in any other  present or future  agreement  between  Borrower and
Capital  and such  failure  continues  for twenty one (21)  calendar  days after
written notice thereof from Capital to Borrower or, if such failure is one which
cannot be cured  within  twenty one (21)  calendar  days,  then if Borrower  has
commenced  curing  such  failure  by means  acceptable  to  Capital  in its sole
discretion, then such failure shall not be deemed an Event of Default under this
Section so long as in the sole and  exclusive  opinion of  Capital,  Borrower is
diligently attempting to cure the failure;

                  9.3   Inaccurate Information.  If any material
representation, statement, report, or certificate made or delivered
by Borrower, or any of its officers, employees or agents, to
Capital is not true and correct;

                  9.4  Third  Party  Claim.  If any  or a  material  portion  of
Borrower's assets are attached, seized, subjected to a writ or distress warrant,
or are levied  upon,  or come into the  possession  of any  Judicial  Officer or
Assignee;

                  9.5  Impairment.  If there  is a  material  impairment  of the
prospect of repayment of all or any portion of the Obligations  owing to Capital
or a  material  impairment  of the  value  or  priority  of  Capital's  security
interests in the Collateral;

                  9.6   Voluntary Insolvency Proceeding.  If an
Insolvency Proceeding is commenced by Borrower;

                  9.7   Involuntary Insolvency Proceeding.  If an
Insolvency Proceeding is commenced against Borrower;

                  9.8  Interruption  of  Business.   If  Borrower  is  enjoined,
restrained or in any way prevented by court order from continuing to conduct all
or any material part of its business affairs;


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                  9.9 Governmental Lien. If a notice of lien, levy or assessment
is filed of record with respect to any or all of Borrower's assets by the United
States Government,  or any department,  agency or instrumentality thereof, or by
any state, county, municipal or other governmental agency, or if any tax or debt
owing at any time hereafter to any one or more of such entities  becomes a lien,
whether choate or otherwise,  upon any or all of the  Borrower's  assets and the
same is not paid on the payment date thereof;

                  9.10 Liens.  If a judgment  or other  claim  becomes a lien or
encumbrance upon all or a material portion of Borrower's assets;

                  9.11  Default in  Agreement  with Third  Party.  If there is a
default in any loan agreement,  mortgage,  indenture or other agreement to which
Borrower is a party with third parties which is not cured during any  applicable
cure  period  and  where  the   obligations  of  Borrower  under  such  contract
individually  or in the aggregate with any other  contracts under which Borrower
is then in default equals or exceeds Fifty Thousand Dollars ($50,000);

                  9.12  Payment on  Subordinated  Debt.  If  Borrower  makes any
payment  to any third  party  which  would  violate  the terms of any  agreement
pursuant to which such third party has  subordinated  indebtedness  owed to him,
her or it to Borrower's Obligations to Capital;

                  9.13 Misrepresentation. If any misrepresentation exists now or
hereafter in any warranty or  representation  made to Capital by Borrower or any
officer or director of Borrower,  or if any such warranty or  representation  is
withdrawn by Borrower or by any officer or director of Borrower;

                  9.14  Impairment  of Guaranty.  If any guarantor of Borrower's
indebtedness to Capital dies,  terminates its guaranty,  defaults in the payment
or performance of any obligations of guarantor owing to Capital,  or becomes the
subject of an Insolvency Proceeding;

                  9.15 Reportable  Event Under ERISA.  If any reportable  event,
which Capital  determines  will have a material  adverse effect on the financial
condition of Borrower or which Capital  determines  constitutes  grounds for the
termination of any deferred  compensation  plan by the Pension Benefit  Guaranty
Corporation or for the  appointment by the  appropriate  United States  District
Court of a trustee to  administer  any such plan,  shall  have  occurred  and be
continuing  thirty (30) days after written  notice of such  determination  shall
have been given to  Borrower by  Capital,  or any such Plan shall be  terminated
within the meaning of Title IV of


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ERISA, or a trustee shall be appointed by the appropriate United States District
Court to administer any such plan, or the Pension Benefit  Guaranty  Corporation
shall  institute  proceedings  to  terminate  any plan and in case of any  event
described in this Section 9.15, the aggregate amount of the Borrower's liability
to the Pension Benefit Guaranty Corporation under Sections 4062, 4063 or 4064 of
ERISA shall exceed five percent (5%) of Borrower's tangible net worth;

                  9.16 Withdrawal from Multi-Employer  Plan. Borrower shall have
withdrawn from a  multi-employer  plan described in Section  4001(a)(3) of ERISA
and Capital determines that such withdrawal would have a material adverse effect
on the financial condition of Borrower.

                  9.17 Cure Periods.  Notwithstanding anything contained in this
Section 9 to the contrary,  Capital shall refrain from exercising its rights and
remedies and an Event of Default  shall not be deemed to have occurred by reason
of the  occurrence  of: (i) an event set forth in Section 9.7 if,  within  forty
five  (45)  calendar  days  from the date  thereof,  the same is  discharged  or
dismissed, or (ii) any of the events set forth in Sections 9.4, 9.8, 9.9 or 9.10
if, within  twenty one (21)  calendar  days from the date  thereof,  the same is
released, discharged, dismissed, bonded against or satisfied; provided, however,
if the event is the  institution  of Insolvency  Proceedings  against  Borrower,
Capital  shall not be  obligated to make  advances to Borrower  during such cure
period.

            10.   CAPITAL'S RIGHTS AND REMEDIES

                  10.1  Remedies.  Upon the occurrence of an Event of Default by
Borrower under this Agreement,  Capital may, at its election,  without notice of
its election and without  demand,  do any one or more of the  following,  all of
which are authorized by Borrower:

                        A.    Declare all Obligations, whether evidenced
by this Agreement or otherwise, immediately due and payable;

                        B.    Cease advancing money or extending credit
to or for the benefit of Borrower under this Agreement or under any
other agreement between Borrower and Capital;

                        C.    Terminate this Agreement and any of the
other Loan  Documents as to any future  liability or obligation of Capital,  but
without  affecting  Capital's rights and security interest in the Collateral and
without affecting the Obligations owing by Borrower to Capital;



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                        D.    Capital or Capital's designee may notify
each  Contract  Debtor  that its  Contract,  Security  Documents  and all rights
thereunder  have been  assigned  to  Capital  and that  Capital  has a  security
interest  therein,  collect the  indebtedness  of such Contract  Debtor owing to
Borrower  directly  if Capital  has not already  been  authorized  to do so, and
charge the collection costs and expenses to Borrower's loan account.

                        E.    Without notice to or demand upon Borrower
or any  guarantor,  make such  payments  and do such acts as  Capital  considers
necessary  or  reasonable  to protect its security  interest in the  Collateral.
Borrower  agrees to assemble the Collateral if Capital so requires,  and to make
the  Collateral  available  to  Capital  as  Capital  may  designate.   Borrower
authorizes  Capital to enter the premises where the Collateral is located,  take
and  maintain  possession  of the  Collateral,  or any  part of it,  and to pay,
purchase,  contest or compromise  any  encumbrance,  charge or lien which in the
opinion of Capital appears to be prior or superior to its security  interest and
to pay all expenses incurred in connection therewith;

                        F.    Capital is hereby granted a license or
other right to use,  without charge,  Borrower's  labels,  patents,  copyrights,
rights  of  use  of  any  name,  trade  secrets,  trade  names,  trademarks  and
advertising  matter,  or any property of a similar nature, as it pertains to the
Collateral,  in completing  production of,  advertising for sale and selling any
Collateral  and  Borrower's  rights  under  all  licenses,   and  all  franchise
agreements shall insure to Capital's benefit;

                        G.    Ship, reclaim, recover, store, finish,
maintain, repair, prepare for sale, advertise for sale and sell (in
the manner provided for herein) the Collateral;

                        H.    Sell the Collateral at either a public or
private sale, or both, by way of one or more contracts or transactions, for cash
or on terms, in such manner and at such places (including  Borrower's  premises)
as is  commercially  reasonable  in the opinion of Capital.  It is not necessary
that the Collateral be present at any such sale;

                        I.    Capital shall give notice of the
disposition of the Collateral as follows:

                              (1    Capital shall give Borrower and each
holder of a security  interest in the  Collateral  who has filed with  Capital a
written request for notice,  a notice in writing of the time and place of public
sale, or, if the sale is a private sale or some other  disposition  other than a
public  sale is to be made of the  Collateral,  the time on or after  which  the
private sale or


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other disposition is to be made;

                              (2    The notice shall be personally
delivered or mailed,  postage prepaid, to Borrower as provided in Section 13, at
least ten (10) calendar days before the date fixed for the sale, or at least ten
(10)  calendar  days before the date on or after which the private sale or other
disposition  is to be made,  unless the Collateral is perishable or threatens to
decline  speedily in value.  Notice to persons other than  Borrower  claiming an
interest  in the  Collateral  shall  be  sent  to such  addresses  as they  have
furnished to Capital;

                              (3    If the sale is to be a public sale,
Capital  shall also give notice of the time and place by publishing a notice one
time at least ten (10)  calendar days before the date of the sale in a newspaper
of general circulation in the county in which the sale is to be held;

                        J.    Capital may credit bid and purchase at any
public sale;

                        K.    Borrower shall pay all Capital Expenses
incurred in connection  with  Capital's  enforcement  and exercise of any of its
rights and  remedies as herein  provided,  whether or not suit is  commenced  by
Capital;

                        L.    Any deficiency which exists after
disposition  of the  Collateral as provided  above will be paid  immediately  by
Borrower.  Any excess  will be  returned,  without  interest  and subject to the
rights of third parties, to Borrower by Capital.

                  10.2 Cumulative  Rights.  Capital's  rights and remedies under
this Agreement and all other agreements shall be cumulative.  Capital shall have
all other rights and remedies not  inconsistent  herewith as provided  under the
Code, by law, or in equity.  No exercise by Capital of one right or remedy shall
be deemed an  election,  and no waiver by Capital of any  default on  Borrower's
part shall be deemed a continuing waiver. No delay by Capital shall constitute a
waiver, election or acquiescence by it.

            11. TAXES AND EXPENSES  REGARDING THE COLLATERAL.  If Borrower fails
to pay any monies (whether taxes, assessments, insurance premiums, or otherwise)
due to third  persons or entities,  or fails to make any deposits or furnish any
required  proof of payment or deposit,  all as required  under the terms of this
Agreement,  then Capital may, to the extent that it determines that such failure
by Borrower could have a material  adverse change on Capital's  interests in the
Collateral,  in its  discretion  and without prior notice to Borrower,  (i) make
payment of the same or


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any part  thereof;  (ii) set up such  reserves  in  Borrower's  loan  account as
Capital  deems  necessary to protect  Capital from the exposure  created by such
failure;  or  (iii)  both.  Any  amounts  paid or  deposited  by  Capital  shall
constitute  Capital  Expenses,  shall be immediately  charged to Borrower's loan
account and become additional  Obligations owing to Capital, shall bear interest
at the  applicable  rate set forth in Section  2.5,  and shall be secured by the
Collateral.  Any payments made by Capital shall not constitute: (i) an agreement
by Capital to make similar  payments in the future,  or (ii) a waiver by Capital
of any Event of Default under this Agreement. Capital need not inquire as to, or
contest the validity of, any such expense,  tax, security interest,  encumbrance
or lien,  and the receipt of the usual official  notice for the payment  thereof
shall be conclusive evidence that the same was validly due and owing.

            12.   WAIVERS

                  12.1  Application  of Payments.  Borrower  waives the right to
direct the  application  of any and all payments at any time or times  hereafter
received by Capital on account of any  Obligations  owed by Borrower to Capital,
and Borrower  agrees that Capital shall have the continuing  exclusive  right to
apply and reapply  such  payments  in any manner as Capital may deem  advisable,
notwithstanding any entry by Capital upon its books.

                  12.2  Demand,  Protest,  Default,  Etc.  Except  as  otherwise
provided herein,  Borrower waives demand,  protest, notice of protest, notice of
default or dishonor,  notice of payment and  nonpayment,  notice of any default,
nonpayment at maturity, release, compromise, settlement, extension or renewal of
any or all commercial paper, accounts,  documents,  instruments,  chattel paper,
and  guarantees at any time held by Capital on which  Borrower may in any way be
liable.

                  12.3 Confidential  Relationship.  Borrower waives the right to
assert a confidential relationship, if any, it may have with any accounting firm
and/or service bureau in connection  with any  information  requested by Capital
pursuant to or in accordance with this Agreement. So long as no Event of Default
shall  have  occurred,  Capital  agrees  that  prior to  requesting  information
directly from any such  accounting  firm and/or  service  bureau,  Capital shall
first request such information from Borrower.  If Borrower fails to provide such
information to Capital  within four (4) Business Days, the Borrower  agrees that
Capital may contact  directly any such  accounting firm and/or service bureau in
order to obtain such information.

            13. NOTICES.  Unless otherwise  specifically  provided  herein,  all
notices and service of any process shall be in writing


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addressed  to the  respective  party as set forth  below  and may be  personally
served,  telecopied or sent by overnight  courier  service or United States mail
and shall be deemed  to have  been  given:  (a) if  delivered  in  person,  when
delivered;  (b) if  delivered  by  telecopy,  on the  date  of  transmission  if
confirmed  and if  transmitted  on a Business Day before 4:00 p.m.  (Los Angeles
time) or, if not, on the next  succeeding  Business  Day;  (c) if  delivered  by
overnight  courier,  two Business Days after  delivery to such courier  properly
addressed;  or (d) if by U.S. Mail,  four Business Days after  depositing in the
United States mail, with postage prepaid and properly addressed.

            If to Borrower:                     GOODMAN FACTORS, INC.
                                    3003 LBJ Freeway, Suite 200
                                    Dallas, Texas 75234
                                    Attn:       _______________
                                    Telecopier Number (972) 243-6285

            With a Copy to:               ____________________________
                                    ============================
                                    Attn:       _____________________
                                    Telecopier Number ____________

            If to Capital:                CAPITAL BUSINESS CREDIT
                                    700 S. Flower Street, Suite 2001
                                    Los Angeles, California 90017-4101
                                    Attn:       Nathan L. Hugg
                                    Telecopier Number (213) 236-1375

            With a Copy to:               KATZ, HOYT, SEIGEL & KAPOR
                                    11111 Santa Monica Boulevard, Suite
                                    820
                                    Los Angeles, California  90025-3342
                                    Attn:       William Schoenholz, Esq.
                                    Telecopier Number (310) 473-7138

                  The parties hereto may change the address at which they are to
receive  notices  and  the  telecopier  number  at  which  they  are to  receive
telecopies hereunder,  by notice in writing in the foregoing manner given to the
other.

            14. DESTRUCTION OF BORROWER'S DOCUMENTS.  Any documents,  schedules,
invoices or other  papers  delivered  to Capital may be  destroyed  or otherwise
disposed of by Capital four (4) months  after they are  delivered to or received
by  Capital,  unless  Borrower  requests,  in  writing,  the  return of the said
documents,  schedules,  invoices  or other  papers  and makes  arrangements,  at
Borrower's expense, for their return. Capital will notify Borrower not less than
ten (10) days prior to destroying any original Contracts for


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the  purpose  of  allowing  Borrower  to request  the  return of such  Contracts
pursuant to the immediately preceding sentence;  provided, however, that Capital
shall not be liable to Borrower  or any third party if Capital  fails to provide
Borrower with such ten (10) days notice unless  Capital's  failure to notify was
caused by Capital's gross negligence or wilful misconduct.

            15. CHOICE OF LAW. The validity of this Agreement, its construction,
interpretation and enforcement, and the rights of the parties hereunder shall be
determined under,  governed by, and construed in accordance with the laws of the
State of California. The parties agree that all arbitration proceedings shall be
conducted in County of Los Angeles,  State of California,  and all other actions
or  proceedings  arising in connection  with this  Agreement  shall be tried and
litigated  only in the state and  federal  courts  located  in the County of Los
Angeles,  State of California.  Borrower  waives any right it may have to assert
the  doctrine  of forum non  conveniens  or to object to such  venue and  hereby
consents to any court ordered relief.

            16.   GENERAL PROVISIONS

                  16.1  Representations  and  Warranties.  Each  representation,
warranty  and  agreement  contained  in this  Agreement  shall  be  conclusively
presumed to have been relied on by Capital  regardless of any investigation made
or  information  possessed  by  Capital.  The  warranties,  representations  and
agreements  set forth herein shall be cumulative  and in addition to any and all
other warranties,  representations  and agreements which Borrower shall give, or
cause to be given, to Capital, either now or hereafter.

                  16.2 Binding  Agreement.  This Agreement  shall be binding and
deemed effective when executed by Borrower and accepted and executed by Capital.

                  16.3 Right to Grant Participations.  This Agreement shall bind
and inure to the benefit of the respective successors and assigns of each of the
parties;  provided, however , that Borrower may not assign this Agreement or any
rights  hereunder  without  Capital's  prior written  consent and any prohibited
assignment  shall be  absolutely  void.  No consent to an  assignment by Capital
shall release Borrower from its Obligations to Capital.  Capital may assign this
Agreement  and its rights and duties  hereunder.  Capital  reserves the right to
sell, assign, transfer, negotiate or grant participations in all or any part of,
or any  interest in,  Capital's  rights and benefits  hereunder.  In  connection
therewith,  Capital may disclose all documents and information which Capital now
or hereafter may have relating to Borrower or Borrower's business.



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                  16.4 Section  Headings.  Section  headings and section numbers
have  been set forth  herein  for  convenience  only.  Unless  the  contrary  is
compelled by the context,  everything  contained in each section applies equally
to this entire Agreement.

                  16.5   Interpretation.   Neither   this   Agreement   nor  any
uncertainty or ambiguity  herein shall be construed or resolved  against Capital
or  Borrower,  whether  under  any rule of  construction  or  otherwise.  On the
contrary, this Agreement has been reviewed by all parties and shall be construed
and  interpreted  according to the  ordinary  meaning of the words used so as to
fairly accomplish the purposes and intentions of all parties hereto.

                  16.6  Severability.  Each provision of this Agreement shall be
severable  from every  other  provision  of this  Agreement  for the  purpose of
determining the legal enforceability of any specific provision.

                  16.7 Modification and Merger. This Agreement cannot be changed
or terminated  orally.  All prior agreements,  understandings,  representations,
warranties and negotiations, if any, are merged into this Agreement.

                  16.8 Good Faith Requirement. The parties intend and agree that
their  respective  rights,   duties,   powers,   liabilities,   obligations  and
discretions shall be performed, carried out, discharged and exercised reasonably
and in good faith.

                  16.9 WAIVER OF JURY TRIAL.  BORROWER AND CAPITAL  HEREBY WAIVE
THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED
UPON OR ARISING OUT OF THIS  AGREEMENT OR ANY OTHER LOAN  DOCUMENTS  EXECUTED IN
CONNECTION  WITH THIS  AGREEMENT  OR ANY DEALINGS  BETWEEN  BORROWER AND CAPITAL
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION AND THE BUSINESS RELATIONSHIP
THAT IS BEING  ESTABLISHED.  BORROWER  AND CAPITAL  EACH  ACKNOWLEDGE  THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH
OF BORROWER AND CAPITAL HAS ALREADY  RELIED ON THIS WAIVER IN ENTERING INTO THIS
AGREEMENT  AND THAT EACH OF BORROWER AND CAPITAL  WILL  CONTINUE TO RELY ON THIS
WAIVER IN ANY RELATED FUTURE DEALINGS BETWEEN BORROWER AND CAPITAL. BORROWER AND
CAPITAL  FURTHER  WARRANT AND REPRESENT THAT THEY EACH KNOWINGLY AND VOLUNTARILY
WAIVE THEIR  RESPECTIVE  JURY TRIAL  RIGHTS  FOLLOWING  CONSULTATION  WITH LEGAL
COUNSEL.


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            IN  WITNESS  WHEREOF,   Capital  and  Borrower  have  executed  this
Agreement as of the date first set forth above.

                                    GOODMAN FACTORS, INC.,
                                    a Texas corporation


                                    By:_____________________________
                                    Name:___________________________
                                    Title:__________________________


                                    CAPITAL BUSINESS CREDIT, A DIVISION OF
                                    CAPITAL FACTORS, INC.,
                                    a Florida corporation


                                    By:_____________________________
                                    Name:___________________________
                                    Title:__________________________

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