SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT

                  This Second Amendment to Credit and Security Agreement (the
"Second  Amendment")  is made as of the  10th  day of June  1997 by and  between
GATEWAY DATA SCIENCES  CORPORATION,  an Arizona corporation,  and GATEWAY CREDIT
CORPORATION,  an Arizona  corporation  (jointly,  the  "Borrower"),  and NORWEST
BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender").

                                    Recitals

                  The  Borrower  and the Lender have entered into the Credit and
Security Agreement dated as of February 21, 1997 (the "Credit Agreement"), which
was amended by the First Amendment To Credit and Security  Agreement dated as of
April 23, 1997 (the "First Amendment").

                  The Lender has agreed to make  certain  loan  advances  to the
Borrower  and to issue or cause to be issued  certain  letters of credit for the
account of the Borrower  pursuant to the terms and  conditions  set forth in the
Credit Agreement as previously amended.

                  The loan advances under the Credit  Agreement are evidenced by
the  Borrower's  Revolving  Note dated as of February 21,  1997,  in the maximum
principal  amount of  $3,000,000.00  and payable to the order of the Lender (the
"Note").  (Pursuant to the First  Amendment,  the  Revolving  Note was replaced,
renewed and amended,  but not repaid,  by the Temporary  Replacement Note. As of
May 1, 1997, the  definition of "Note" and all references  thereto in the Credit
Agreement  were  deemed  amended  to  describe  the  Revolving  Note dated as of
February 21, 1997, which Revolving Note replaced,  renewed and amended,  but did
not repay, the Temporary Replacement Note referred to in the First Amendment.)

                  All  indebtedness  of the  Borrower  to the  Lender is secured
pursuant to the terms of the Credit  Agreement and all other Security  Documents
as defined therein (collectively, the "Security Documents").

                  The Borrower has requested that certain  amendments be made to
the Credit Agreement,  which the Lender is willing to make pursuant to the terms
and conditions set forth herein.

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual covenants and agreements herein contained, it is agreed as follows:

                   1. Terms used in this Second  Amendment  which are defined in
the Credit  Agreement,  as previously  amended,  shall have the same meanings as
defined therein, unless 
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otherwise defined herein.

                   2. The  Credit  Agreement  as  previously  amended  is hereby
amended as follows:

                           (a)  In  section  1.1 of the  Credit  Agreement,  the
definition  of  "Floating  Rate" is hereby  deleted in its entirety and replaced
with the following definition:

                  "'Floating  Rate' means an annual rate equal to the sum of the
                  Base Rate plus two percent  (2%),  which  Floating  Rate shall
                  change when and as the Base Rate changes."

                           (b)  In  section  1.1 of the  Credit  Agreement,  the
following definition is added:

                  "'Net  Loss'  has  the  meaning   specified  in  Section  6.14
                  hereof.'"

                           (c) Under section 6.1(a) of the Credit Agreement, the
Borrower failed to deliver to the Lender,  within ninety (90) days after the end
of the  Borrower's  fiscal  year  ending  January 31,  1997,  audited  financial
statements of the Borrower with the unqualified opinion of independent certified
public  accountants,  the report  signed by such  accountants  concerning  their
investigations  and  knowledge  of any  Default  or  Event  of  Default  and the
certificate  of the chief  financial  officer  of the  Borrower  concerning  the
preparation  of said financial  statements  and such officer's  knowledge of any
Default or Event of Default, together with the other materials specified in said
section of the Credit  Agreement.  The Lender  hereby  waives  said  default and
extends the deadline for delivery of such materials to July 31, 1997.

                           (d) Under the Net Income  Covenant of section 6.12 of
the Credit  Agreement,  the  Borrower  failed to achieve  the minimum Net Income
requirement  of $500,000  for the fiscal  quarter  ending  April 30,  1997,  and
therefore is in default. The Lender hereby waives said default.

                           (e)  Section  6.12  ("Net  Income  Covenant")  of the
Credit  Agreement  is hereby  deleted  in its  entirety  and  replaced  with the
following:

                   "Section 6.12 Net Income  Covenant.  'Net Income' means after
                   tax net income of the  Borrower  from  continuing  operations
                   determined  on a  consolidating  and  consolidated  basis  in
                   accordance  with  generally  accepted  accounting  principles
                   consistent  with  those  used in  preparing  Borrower's  most
                   recent   consolidating  and  consolidated  audited  financial
                   statement.  So long  as this  Agreement  remains  in  effect,
                   Borrower  will,  as of the  last day of each  fiscal  quarter
                   beginning  with the quarter  ending July 31, 1997,  achieve a
                   minimum Net Income as follows:

                           $ 0 for the  fiscal  quarter  ending  July 31,  1997;
                           $550,000 for each fiscal  quarter  ending October 31;
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<PAGE>
                           $600,000 for each fiscal  quarter  ending January 31;
                           $500,000 for each fiscal quarter ending April 30; and
                           $550,000 for each fiscal quarter ending July 31."

                           (f) Under the Net Worth  Covenant of section  6.13 of
the Credit  Agreement,  the Borrower failed to maintain a minimum book Net Worth
of Seven Million Two Hundred Thousand Dollars ($7,200,000) as of the last day of
the following  calendar  months:  February,  March,  April and May of 1997;  and
failed to increase  its  minimum  book Net Worth for the fiscal  quarter  ending
April 30, 1997 by $500,000 over the previous fiscal  quarter's  minimum book Net
Worth; and therefore is in default. The Lender hereby waives said defaults.

                           (g) Section 6.13 ("Net Worth Covenant") of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:

                   "Section 6.13 Net Worth  Covenant.  'Net Worth' means the net
                   worth  of the  Borrower  determined  on a  consolidating  and
                   consolidated  basis,  determined in accordance with generally
                   accepted accounting  principles consistent with those used in
                   preparing    Borrower's   most   recent   consolidating   and
                   consolidated  audited  financial  statement.  So long as this
                   Agreement remains in effect,  the Borrower's minimum book Net
                   Worth shall be increased as of the end of each fiscal quarter
                   over the previous fiscal quarter's minimum book Net Worth, as
                   follows:

                           Increase of $0 for the fiscal quarter ending July 31,
                           1997;
                           Increase of $550,000 for each fiscal  quarter  ending
                           October 31;
                           Increaseof  $600,000 for each fiscal  quarter  ending
                           January 31;
                           Increase of $500,000 for each fiscal  quarter  ending
                           April 30; and
                           Increase of $550,000 for each fiscal  quarter  ending
                           July 31."

                           (h) A new section 6.14 "Net Loss  Covenant" is hereby
added as follows:

                   "Section  6.14 Net Loss  Covenant.  'Net Loss' means an after
                   tax  net  loss of the  Borrower  from  continuing  operations
                   determined on a consolidating  and consolidated  basis, to be
                   determined in accordance with generally  accepted  accounting
                   principles consistent with those used in preparing Borrower's
                   most recent  consolidating and consolidated audited financial
                   statement. For the calendar month of May 1997 and thereafter,
                   Borrower  will  not  incur in any  calendar  month a Net Loss
                   greater than Eight Hundred Fifty Thousand Dollars ($850,000),
                   and Borrower will not incur in any two  consecutive  calendar
                   months a  combined  Net Loss  greater  than One  Million  Two
                   Hundred Thousand Dollars ($1,200,000)."

                           (i) Under the  Salaries  Covenant of section  7.17 of
the Credit  Agreement,  the Borrower has during the first  quarter of the fiscal
year beginning  February 1, 1997  increased the salaries of officers  Michael M.
Gordon  (President),  Matthew J. Gordon  
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<PAGE>
(Secretary) and Vickie B. Jarvis (Vice President  Finance and Treasurer) by more
than twenty per cent (20%) in the  aggregate,  and the Borrower  therefore is in
default. The Lender hereby waives said default.

                   3. Except as explicitly amended by this Second Amendment, all
of the terms and conditions of the Credit Agreement as previously  amended shall
remain in full  force and  effect  and shall  apply to any  advance or letter of
credit thereunder.

                   4. The  Borrower  agrees  to pay the  Lender a fully  earned,
non-refundable  fee in the amount of $5,000.00 in consideration of the execution
by the  Lender of this  Second  Amendment.  Said  amount  shall be  advanced  to
Borrower's account under this Credit Facility with Lender on July 1, 1997.

                   5. This Second  Amendment  shall be effective upon receipt by
the Lender of an executed original hereof,  together with each of the following,
each in substance and form acceptable to the Lender in its sole discretion:

                           (a)  Certificate  of the  Secretary of each  Borrower
certifying as to (i) the  resolutions  of the board of directors of the Borrower
approving  the execution  and delivery of this Second  Amendment,  (ii) the fact
that the  Articles  of  Incorporation  and  Bylaws of the  Borrower,  which were
certified  and  delivered  to the  Lender  pursuant  to the  Certificate  of the
Borrower's  Secretary  dated as of February 28, 1997 as to Gateway Data Sciences
Corporation  and as of February 18, 1997 as to Gateway  Credit  Corporation,  in
connection with the execution and delivery of the Credit Agreement,  continue in
full force and effect and have not been amended or otherwise  modified except as
set forth in the  Certificate  to be delivered,  and (iii)  certifying  that the
officers  and agents of the  Borrower  who have been  certified  to the  Lender,
pursuant to the Incumbency  Certificate of the Borrower's  Secretary dated as of
February  18,  1997,  as being  authorized  to sign and to act on  behalf of the
Borrower  continue to be so authorized or setting forth the sample signatures of
each of the  officers  and agents of the  Borrower  authorized  to  execute  and
deliver  this  Second  Amendment  and  all  other   documents,   agreements  and
certificates on behalf of the Borrower; and

                           (b)  Opinion  of  the  Borrower's  counsel  as to the
matters set forth in paragraphs 6(a) and (b) hereof and as to such other matters
as the Lender shall require.

                   6. The Borrower hereby  represents and warrants to the Lender
as follows:

                           (a)  The  Borrower  has  all   requisite   power  and
authority to execute this Second Amendment and to perform all of its obligations
hereunder, and this Second Amendment has been duly executed and delivered by the
Borrower  and  constitutes  the  legal,  valid  and  binding  obligation  of the
Borrower, enforceable in accordance with its terms.

                           (b) The  execution,  delivery and  performance by the
Borrower of this Second  Amendment  has been duly  authorized  by all  necessary
corporate action and does not (i) require any authorization, consent or approval
by  any  governmental   department,   commission,   board,  bureau,   agency  or
instrumentality,  domestic or foreign,  (ii)  violate any  provision of any 
                                       4
<PAGE>
law, rule or regulation or of any order, writ, injunction or decree presently in
effect,  having applicability to the Borrower,  or the articles of incorporation
or by-laws  of the  Borrower,  or (iii)  result in a breach of or  constitute  a
default under any indenture or loan or credit  agreement or any other agreement,
lease or  instrument  to  which  the  Borrower  is a party or by which it or its
properties may be bound or affected.

                           (c)  All  of  the   representations   and  warranties
contained in Article V of the Credit Agreement are correct on and as of the date
hereof as though  made on and as of such date,  except to the  extent  that such
representations and warranties relate solely to an earlier date.

                   7. All references in the Credit Agreement to "this Agreement"
shall be deemed to refer to the Credit  Agreement as  previously  amended and as
amended  hereby;  and any and all  references  in the Security  Documents to the
Credit  Agreement shall be deemed to refer to the Credit Agreement as previously
amended and as amended hereby.

                   8. The  execution of this Second  Amendment and any documents
related  hereto  shall not be deemed to be a waiver of any  Default  or Event of
Default under the Credit Agreement as previously  amended or breach,  default or
event of default  under any  Security  Document  or other  document  held by the
Lender,  whether or not known to the Lender and  whether or not  existing on the
date of this Second Amendment, except as expressly set forth herein.

                   9.  The  Borrower  hereby   absolutely  and   unconditionally
releases and forever discharges the Lender, and any and all participants, parent
corporations,   subsidiary  corporations,   affiliated  corporations,  insurers,
indemnitors,  successors and assigns  thereof,  together with all of the present
and former  directors,  officers,  agents and employees of any of the foregoing,
from any and all  claims,  demands  or causes  of action of any kind,  nature or
description,  whether arising in law or equity or upon contract or tort or under
any state or federal law or  otherwise,  which the  Borrower has had, now has or
has made  claim to have  against  any such  person  for or by reason of any act,
omission,  matter,  cause or thing whatsoever arising from the beginning of time
to and including the date of this Second Amendment, whether such claims, demands
and causes of action are matured or unmatured or known or unknown.

                  10. The Borrower  hereby  reaffirms  its  agreement  under the
Credit  Agreement  to pay or  reimburse  the  Lender on demand for all costs and
expenses  incurred by the Lender in connection  with the Credit  Agreement,  the
Security  Documents  and all other  documents  contemplated  thereby,  including
without  limitation  all  reasonable  fees and  disbursements  of legal counsel.
Without  limiting the  generality of the  foregoing,  the Borrower  specifically
agrees  to pay all fees and  disbursements  of  counsel  to the  Lender  for the
services  performed by such counsel in connection  with the  preparation of this
Second  Amendment and the  documents  and  instruments  incidental  hereto.  The
Borrower  hereby agrees that the Lender may, at any time or from time to time in
its sole discretion and without further  authorization  by the Borrower,  make a
loan to the Borrower  under the Credit  Agreement,  or apply the proceeds of any
loan, for the purpose of paying any such fees, disbursements, costs and expenses
and the fee required under section 4 hereof.
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<PAGE>
                  11.  This  Second  Amendment  may be executed in any number of
counterparts,  each of which when so executed and  delivered  shall be deemed an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.

                  12. Regarding "Eligible Inventory",  Borrower acknowledges and
agrees  that its  inventory  is  currently  ineligible  because  Lender  has not
received a landlord's subordination, disclaimer and consent with respect to each
lease of the  Premises,  a condition  precedent in section  4.1(c) of the Credit
Agreement.

                  13. Any breach by Borrower of the terms and conditions in this
Second  Amendment  shall be an Event of Default  under section 8.1 of the Credit
Agreement. Upon the occurrence of an Event of Default or at any time thereafter,
the Lender may  exercise  any or all of the rights  and  remedies  specified  in
section 8.2 of the Credit Agreement.

                  IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the day and year first above written.

                                         GATEWAY DATA SCIENCES
                                         CORPORATION, an Arizona corporation

                                         By /s/ Michael Gordon
                                           --------------------------------
                                         Printed Name: Michael Gordon
                                                      ---------------------
                                         Its President
                                            -------------------------------

                                         GATEWAY CREDIT CORPORATION,
                                         an Arizona corporation

                                         By /s/ Michael Gordon
                                           --------------------------------
                                         Printed Name: Michael Gordon
                                                      ---------------------
                                         Its President
                                            -------------------------------

                                         NORWEST BUSINESS CREDIT, INC.,
                                         a Minnesota corporation


                                         By /s/ Darcy Della Flora
                                           --------------------------------
                                         Printed Name: Darcy Della Flora
                                                      ---------------------
                                         Its Vice President
                                            -------------------------------
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