Committed Revolving Facility
                                                    ----------------------------
                                                with Letter of Credit Provisions
                                                --------------------------------


                          CREDIT AND SECURITY AGREEMENT
                          Dated as of February 21, 1997

         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"),  hereby
agree as follows:

                                    ARTICLE I

                                   Definitions
                                   -----------

         Section 1.1 Definitions.  For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

                  (a) the  terms  defined  in this  Article  have  the  meanings
assigned  to  them  in this  Article,  and  include  the  plural  as well as the
singular; and

                  (b) all accounting terms not otherwise defined herein have the
meanings  assigned to them in  accordance  with  generally  accepted  accounting
principles.

                  "Accounts" means the aggregate unpaid obligations of customers
         and other  account  debtors to the Borrower  arising out of the sale or
         lease of goods or  rendition  of  services  by the  Borrower on an open
         account or deferred payment basis.

                  "Advance" means an advance to the Borrower by the Lender under
         the Credit Facility.

                  "Affiliate" or  "Affiliates"  means any Person  controlled by,
         controlling  or  under  common  control  with the  Borrower,  including
         (without  limitation)  any Subsidiary of the Borrower.  For purposes of
         this  definition,  "control",  when used with respect to any  specified
         Person,  means the power to direct the  management and policies of such
         Person, directly or indirectly, whether through the ownership of voting
         securities, by contract or otherwise.

                  "Agreement" means this Credit and Security Agreement.

                  "Banking Day" means a day other than a Saturday on which banks
         are generally open for business in Phoenix, Arizona.
<PAGE>
                  "Base Rate" means the rate of interest publicly announced from
         time to time by Norwest Bank  Minnesota,  National  Association  as its
         "base rate" or, if such bank  ceases to announce a rate so  designated,
         any similar successor rate designated by the Lender.

                  "Borrowing Base" means, at any time and subject to change from
         time to time in the Lender's sole discretion, the lesser of

                  (a)  the Commitment, or

                  (b)  the sum of

                           (i)      the lesser of (A) 80% of Eligible  Accounts,
                                    or (B) Three Million  Dollars  ($3,000,000),
                                    plus

                           (ii)     the lesser of (A) 50% of Eligible Inventory,
                                    or (B) Two Hundred  Fifty  Thousand  Dollars
                                    ($250,000).

         The  dollar  amount in section  (b)(ii)(B)  above may be  increased  by
         Lender to Five Hundred Thousand Dollars  ($500,000) if Borrower obtains
         a  signed  written  agreement  with  International   Business  Machines
         Corporation  ("IBM"),  satisfactory  to Lender in its sole  discretion,
         providing in substance  that IBM  terminates  any and all claims it may
         have to a security interest in any of the Collateral.

                  "Collateral" means all of the Equipment,  General Intangibles,
         Inventory  and  Receivables,   together  with  all   substitutions  and
         replacements for and products of any of the foregoing and together with
         proceeds  of any  and  all of the  foregoing  and,  in the  case of all
         tangible Collateral, together with all accessions and together with (i)
         all  accessories,  attachments,  parts,  equipment  and  repairs now or
         hereafter  attached or affixed to or used in  connection  with any such
         goods,  and (ii) all  warehouse  receipts,  bills of  lading  and other
         documents of title now or hereafter covering such goods.

                  "Collateral  Account"  has the  meaning  specified  in Section
         4.1(d) hereof.

                  "Commitment"  means  Three  Million  Dollars  ($3,000,000.00),
         unless said amount is reduced  pursuant to Section  2.9(b)  hereof,  in
         which event it means the amount to which said amount is reduced.

                  "Credit   Facility"  means  the  credit  facility  being  made
         available to the Borrower by the Lender pursuant to Article II hereof.

                  "Default"  means an event  that,  with  giving  of  notice  or
         passage of time or both, would constitute an Event of Default.

                  "Default  Rate" means at any time three  percent (3%) over the
         Floating Rate, which Default Rate shall change when and as the Floating
         Rate changes.
                                       2
<PAGE>
                  "Eligible  Accounts"  means all  unpaid  Accounts,  net of any
         credits, except the following shall not in any event be deemed Eligible
         Accounts:

                           (1) That  portion of  Accounts  over Ninety (90) days
                  past  invoice  date  except  as  to  those  Accounts  owed  by
                  Hagemeyer North America,  Inc., Just for Feet,  Inc.,  Guess?,
                  Inc.,  Factory Card Outlet of America LTD.,  Inc. and Illinois
                  Consolidated  which  shall be deemed  eligible  until over 120
                  days past invoice date;

                           (2) That  portion of  Accounts  that are  disputed or
                  subject to a claim of offset or a contra account;

                           (3) That  portion of  Accounts  not yet earned by the
                  final   delivery  of  goods  or  rendition  of  services,   as
                  applicable, by the Borrower to the customer;

                           (4) Accounts owed by any unit of government,  whether
                  foreign or domestic  (provided,  however,  that there shall be
                  included in Eligible Accounts that portion of Accounts owed by
                  such units of  government  with  respect to which the Borrower
                  has provided evidence  satisfactory to the Lender that (A) the
                  Lender has a first priority  perfected  security  interest and
                  (B) such  Accounts  may be  enforced  by the  Lender  directly
                  against such unit of government under all applicable laws);

                           (5)  Accounts  owed  by  an  account  debtor  located
                  outside  the  United  States  which  are not  backed by a bank
                  letter of credit assigned to the Lender,  in the possession of
                  the Lender and  acceptable to the Lender in all  respects,  in
                  its sole discretion;

                           (6)  Accounts  owed by an account  debtor that is the
                  subject of bankruptcy proceedings or has gone out of business;

                           (7) Accounts owed by Cyclone Software Corporation, an
                  Arizona   corporation,   or   any   shareholder,   subsidiary,
                  Affiliate, officer or employee of the Borrower;

                           (8) Accounts not subject to a duly perfected security
                  interest  in favor of the  Lender or which are  subject to any
                  lien,  security interest or claim in favor of any Person other
                  than the Lender;

                           (9)  That   portion  of   Accounts   that  have  been
                  restructured, extended, amended or modified;

                           (10)  That  portion  of  Accounts  that   constitutes
                  finance charges, service charges or sales or excise taxes;
                                       3
<PAGE>
                           (11)  That  portion  of  Accounts  that   constitutes
                  deferred revenue or customer deposits;

                           (12) Accounts owed by an account  debtor,  regardless
                  of  whether  otherwise  eligible,  if 15% or more of the total
                  amount due under Accounts from such debtor is ineligible under
                  clauses (1), (2) or (9) above; and

                           (13) Accounts, or portions thereof,  otherwise deemed
                  ineligible by the Lender in its sole discretion.

                  "Eligible  Inventory" means all inventory of the Borrower,  at
         the lower of cost or market  value as  determined  in  accordance  with
         generally accepted accounting principles;  provided,  however, that the
         following shall not in any event be deemed Eligible Inventory:

                           (1)  Inventory  that is:  in-transit;  located at any
                  warehouse  or other  premises  not  approved  by the Lender in
                  writing;  located  outside of the states,  or  localities,  as
                  applicable, in which the Lender has filed financing statements
                  to  perfect  a  first  priority   security  interest  in  such
                  inventory;   covered  by  any  negotiable  or   non-negotiable
                  warehouse receipt,  bill of lading or other document of title;
                  on  consignment  to or from any other person or subject to any
                  bailment;

                           (2) Supplies, packaging or parts inventory;

                           (3) Work-in-process inventory;

                           (4) Inventory that is damaged, slow moving,  obsolete
                  or  not  currently  saleable  in  the  normal  course  of  the
                  Borrower's operations;

                           (5)  Inventory  that  Borrower has received in trade,
                  that is used or that the Borrower has returned,  has attempted
                  to return, is in the process of returning or intends to return
                  to the vendor thereof;

                           (6) Inventory that is subject to a security  interest
                  in favor of any Person other than the Lender;

                           (7) Software, category 000 (miscellaneous) Inventory,
                  manuals and publications,  services,  and inventory located at
                  IBM Consolidation Centers; and

                           (8)  Inventory  otherwise  deemed  ineligible  by the
                  Lender in its sole discretion.

                  "Environmental Laws" has the meaning specified in Section 5.12
         hereof.

                  "Equipment"  means all of the  Borrower's  equipment,  as such
         term is defined in the UCC,  whether now owned or  hereafter  acquired,
         including  but  not  limited  to  all
                                       4
<PAGE>
         present   and  future   machinery,   vehicles,   furniture,   fixtures,
         manufacturing  equipment,  shop  equipment,  office  and  recordkeeping
         equipment,  parts, tools, supplies, and including specifically (without
         limitation)  the goods  described  in any  equipment  schedule  or list
         herewith or hereafter furnished to the Lender by the Borrower.

                  "ERISA" means the Employee  Retirement  Income Security Act of
         1974, as amended.

                  "Event of Default"  has the meaning  specified  in Section 8.1
         hereof.

                  "Floating  Rate"  means an annual rate equal to the sum of the
         Base Rate plus one and one-half  percent  (1.50%),  which Floating Rate
         shall change when and as the Base Rate changes.

                  "General  Intangibles"  means  all of the  Borrower's  general
         intangibles,  as such term is defined in the UCC,  whether now owned or
         hereafter  acquired,  including  (without  limitation)  all present and
         future  patents,  patent  applications,   patent  rights,   copyrights,
         licenses,   trademarks  (including  without  limitation  the  trademark
         "MARKETBUILDER"),  trade  names,  trade  secrets,  customer or supplier
         lists  and  contracts,   manuals,   operating  instructions,   permits,
         franchises,  the right to use the Borrower's  name, and the goodwill of
         the Borrower's business.

                  "Inventory"  means all of the  Borrower's  inventory,  as such
         term is defined in the UCC,  whether now owned or  hereafter  acquired,
         whether consisting of whole goods, spare parts or components,  supplies
         or materials,  whether acquired,  held or furnished for sale, for lease
         or under  service  contracts  or for  manufacture  or  processing,  and
         wherever located.

                  "Issuer" means the issuer of any Letter of Credit.

                  "L/C Amount" means the sum of (i) the aggregate face amount of
         any issued and outstanding Letters of Credit and (ii) the unpaid amount
         of the Obligation of Reimbursement.

                  "L/C  Application"  means an  application  and  agreement  for
         letters of credit in a form acceptable to the Issuer and the Lender.

                  "Letter of Credit"  has the meaning  specified  in Section 2.3
         hereof.

                  "Lockbox" has the meaning specified in Section 4.1(e) hereof.

                  "Loan Documents" means this Agreement,  the Note, the Security
         Documents, and all other documents relating to any of the foregoing.

                  "Minimum Interest Charge" has the meaning specified in Section
         2.8(c) hereof.
                                       5
<PAGE>
                  "Net Income" has the meaning specified in Section 6.12 hereof.

                  "Net Worth" has the meaning specified in Section 6.13 hereof.

                  "Note" means the Revolving Note of the Borrower payable to the
         order of the  Lender  in  substantially  the form  attached  hereto  as
         Exhibit A.

                  "Obligations" has the meaning specified in Section 3.1 hereof.

                  "Obligation  of  Reimbursement"  has the meaning  specified in
         Section 2.4 hereof.

                  "Person" means any individual, corporation, partnership, joint
         venture, limited liability company,  association,  joint-stock company,
         trust,  unincorporated  organization  or  government  or any  agency or
         political subdivision thereof.

                  "Plan" means an employee benefit plan or other plan maintained
         for employees of the Borrower and covered by Title IV of ERISA.

                  "Premises" means all premises where the Borrower  conducts its
         business  and  has  any  rights  of  possession,   including   (without
         limitation)  the  premises  legally  described  in  Exhibit E  attached
         hereto.

                  "Receivables" means all of Borrower's  accounts,  as such term
         is  defined  in the UCC,  together  with  each and  every  right of the
         Borrower  to the  payment of money,  whether  such right to payment now
         exists or hereafter arises, whether such right to payment arises out of
         a sale, lease or other disposition of goods or other property, out of a
         rendering of services,  out of a loan, out of the  overpayment of taxes
         or other  liabilities,  or  otherwise  arises  under  any  contract  or
         agreement,  whether  such  right to payment is  created,  generated  or
         earned  by the  Borrower  or by  some  other  person  who  subsequently
         transfers such person's interest to the Borrower, whether such right to
         payment is or is not already earned by performance,  and howsoever such
         right to payment may be  evidenced,  together with all other rights and
         interests  (including  all  liens  and  security  interests)  which the
         Borrower may at any time have by law or  agreement  against any account
         debtor or other  obligor  obligated to make any such payment or against
         any property of such account debtor or other obligor; all including but
         not limited to all present and future accounts,  contract rights, loans
         and obligations receivable, chattel papers, bonds, notes and other debt
         instruments, tax refunds and rights to payment in the nature of general
         intangibles.

                  "Reportable  Event"  shall have the  meaning  assigned to that
         term in Title IV of ERISA.

                  "Security  Documents" means the Collateral  Account  Agreement
         and the Lockbox Agreement, each as described in Section 4.1 hereof, and
         the UCC-1 Financing Statement.

                  "Security  Interest" has the meaning  specified in Section 3.1
         hereof.
                                       6
<PAGE>
                  "Special  Account" means a specified cash  collateral  account
         maintained  by a  financial  institution  acceptable  to the  Lender in
         connection with Letters of Credit,  as contemplated by Sections 2.5 and
         3.6 hereof.

                  "Subsidiary"  means any  corporation of which more than 50% of
         the  outstanding  shares of capital stock having  general  voting power
         under  ordinary  circumstances  to  elect a  majority  of the  board of
         directors of such  corporation,  irrespective  of whether or not at the
         time  stock of any other  class or  classes  shall  have or might  have
         voting power by reason of the happening of any  contingency,  is at the
         time directly or indirectly owned by the Borrower,  by the Borrower and
         one or more other Subsidiaries, or by one or more other Subsidiaries.

                  "Termination Date" means February 21, 2000.

                  "UCC" means the Uniform Commercial Code as in effect from time
         to time in the state  designated  in Section  9.12  hereof as the state
         whose laws shall  govern  this  Agreement,  or in any other state whose
         laws are held to govern this Agreement or any portion hereof.

                                   ARTICLE II

                     Amount and Terms of the Credit Facility
                     ---------------------------------------

         Section 2.1 Advances.  The Lender  agrees,  on the terms and subject to
the conditions  herein set forth,  to make Advances to the Borrower from time to
time  during the period from the date hereof to and  including  the  Termination
Date,  or the  earlier  date of  termination  in  whole of the  Credit  Facility
pursuant to Sections  2.9(a) or 8.2 hereof,  in an aggregate  amount at any time
outstanding not to exceed the Borrowing Base less the L/C Amount, which Advances
shall be secured by the Collateral as provided in Article III hereof. The Credit
Facility shall be a revolving  facility and it is contemplated that the Borrower
will request Advances,  make prepayments and request  additional  Advances.  The
Borrower agrees to comply with the following  procedures in requesting  Advances
under this Section 2.1:

                  (a) The Lender  shall not make any Advance  under this Section
2.1  if,  after  giving  effect  to  such  requested  Advance,  the  sum  of the
outstanding and unpaid Advances under this Section 2.1 or otherwise would exceed
the Borrowing Base less the L/C Amount.

                  (b) Each  request for an Advance  under this Section 2.1 shall
be made to the Lender prior to 11:00 a.m.  Mountain  Standard Time of the day of
the requested  Advance by the Borrower.  Each request for an Advance may be made
in writing or by telephone, specifying the date of the requested Advance and the
amount  thereof,  and shall be by (i) any officer of the  Borrower;  or (ii) any
person  designated as the  Borrower's  agent by any officer of the Borrower in a
writing delivered to the Lender; or (iii) any person reasonably  believed by the
Lender to be an officer of the Borrower or such a designated agent.
                                       7
<PAGE>
                  (c) Upon fulfillment of the applicable conditions set forth in
Article IV hereof, the Lender shall disburse loan proceeds by crediting the same
to the Borrower's demand deposit account maintained with Norwest Bank,  Arizona,
National Association,  unless the Lender and the Borrower shall agree in writing
to another  manner of  disbursement.  Upon  request of the Lender,  the Borrower
shall promptly  confirm each telephonic  request for an Advance by executing and
delivering an appropriate  confirmation  certificate to the Lender. The Borrower
shall be obligated to repay all Advances under this Section 2.1  notwithstanding
the failure of the Lender to receive such confirmation and  notwithstanding  the
fact that the person  requesting  the same was not in fact  authorized to do so.
Any  request  for  an  Advance  under  this  Section  2.1,  whether  written  or
telephonic,  shall be deemed to be a representation by the Borrower that (i) the
condition  set  forth  in  Section  2.1(a)  hereof  has been  met,  and (ii) the
conditions set forth in Section 4.2 hereof have been satisfied as of the time of
the request.

         Section 2.2 Note. All Advances made by the Lender under this Article II
shall be evidenced by and repayable  with interest in accordance  with the Note.
The principal of the Note shall be payable as provided herein and on the earlier
of the  Termination  Date or  acceleration by the Lender pursuant to Section 8.2
hereof, and shall bear interest as provided herein.

         Section 2.3 Issuance of Letters of Credit.

                  (a)  The  Lender  agrees,  on the  terms  and  subject  to the
conditions  herein set forth, to issue or cause to be issued by an Issuer one or
more  letters  of credit  for the  account  of the  Borrower  (each a "Letter of
Credit")  from time to time  during the period  from the date  hereof  until the
earlier of the Termination  Date or date the Credit Facility has been terminated
pursuant  to  Section  8.2(a)  hereof,  in  an  aggregate  amount  at  any  time
outstanding  not to exceed the lesser of $500,000 or the Borrowing Base less the
sum of (i) all  outstanding  and unpaid  Advances  hereunder and (ii) the unpaid
amount of the Obligation of Reimbursement.  Each Letter of Credit, if any, shall
be issued  pursuant  to a separate  L/C  Application  entered  into  between the
Borrower  and the  Lender  as  co-applicants  for  the  benefit  of the  Issuer,
completed in a manner  satisfactory to the Lender and the Issuer.  The terms and
conditions set forth in each such L/C Application shall supplement the terms and
conditions  hereof,  but in the event of inconsistency  between the terms of any
such L/C Application and the terms hereof, the terms hereof shall control.

                  (b) No Letter of Credit shall be issued under this Section 2.3
if, after the issuance of such requested  Letter of Credit,  the sum of the face
amounts of all issued and outstanding  Letters of Credit would exceed the lesser
of $500,000 or the Borrowing Base less the sum of (i) all outstanding and unpaid
Advances   hereunder   and  (ii)  the  unpaid   amount  of  the   Obligation  of
Reimbursement.

                  (c) No Letter of Credit  shall be issued  with an expiry  date
later than the Termination Date in effect as of the date of issuance.

                  (d) Any request for the  issuance of a Letter of Credit  under
this Section 2.3 shall be deemed to be a representation by the Borrower that (i)
the  condition  set forth in Section
                                       8
<PAGE>
2.3(b)  hereof has been met,  and (ii) the  statements  set forth in Section 4.2
hereof are correct as of the time of the request.

         Section  2.4  Payment of Amounts  Drawn  Under  Letters of Credit.  The
Borrower  acknowledges that the Lender,  as co-applicant,  will be liable to the
Issuer of any Letter of Credit for reimbursement of any and all draws thereunder
and all other amounts  required to be paid under the applicable L/C Application.
Accordingly,  the  Borrower  agrees  to pay to the  Lender  any and all  amounts
required to be paid under the applicable L/C  Application,  when and as required
to be paid thereby, and the amounts designated below, when and as designated:

                  (a) The Borrower  hereby agrees to pay the Lender on the day a
draft is  honored  under any Letter of Credit a sum equal to all  amounts  drawn
under such Letter of Credit  plus any and all  reasonable  charges and  expenses
that the  Issuer or the  Lender may pay or incur  relative  to such  draw,  plus
interest on all such amounts,  charges and expenses as set forth below (all such
amounts  are  hereinafter  referred  to,  collectively,  as the  "Obligation  of
Reimbursement").

                  (b) The  Borrower  hereby  agrees to pay the  Lender on demand
interest on all  amounts,  charges and  expenses  payable by the Borrower to the
Lender under this Section 2.4,  accrued from the date any such draft,  charge or
expense  is paid by the Issuer  until  payment  in full by the  Borrower  at the
Default Rate.

If the Borrower fails to pay to the Lender promptly the amount of its Obligation
of  Reimbursement  in accordance  with the terms hereof and the L/C  Application
pursuant  to which  such  Letter  of Credit  was  issued,  the  Lender is hereby
irrevocably authorized and directed, in its sole discretion,  to make an Advance
in an amount sufficient to discharge the Obligation of Reimbursement,  including
all interest  accrued  thereon but unpaid at the time of such Advance,  and such
Advance  shall be evidenced  by the Note and shall bear  interest as provided in
Section 2.8 hereof.

         Section  2.5  Special  Account.  If the  Lender  terminates  the Credit
Facility  pursuant  to Section  8.2(a),  or the  Credit  Facility  is  otherwise
terminated for any reason whatsoever, while any Letter of Credit is outstanding,
the Borrower shall  thereupon pay the Lender in immediately  available funds for
deposit in the Special Account an amount equal to the maximum  aggregate  amount
available  to be drawn under all Letters of Credit  then  outstanding,  assuming
compliance with all conditions for drawing thereunder. The Special Account shall
be  maintained  for the Lender by any  financial  institution  acceptable to the
Lender. Any interest earned on amounts deposited in the Special Account shall be
credited to the Special  Account.  Amounts on deposit in the Special Account may
be  applied  by the  Lender at any time or from  time to time to the  Borrower's
Obligation  of  Reimbursement  or any other  Obligations,  in the Lender's  sole
discretion,  and shall not be subject to  withdrawal  by the Borrower so long as
the Lender maintains a security interest therein.  The Lender agrees to transfer
any balance in the Special Account to the Borrower at such time as the Lender is
required  to  release  its  security  interest  in  the  Special  Account  under
applicable law. 
                                       9
<PAGE>
         Section 2.6 Increased Costs and Reduced Return.

                  (a) If the Lender shall determine that, after the date hereof,
the adoption of any applicable  law, rule or regulation,  or any change therein,
or  any  change  in  the   interpretation  or  administration   thereof  by  any
governmental  authority,  central  bank or  comparable  agency  charged with the
interpretation  or  administration  thereof,  or compliance by the Issuer or the
Lender or its parent  corporation with any requirement or directive  (whether or
not having the force of law) of any such  authority,  central bank or comparable
agency:

                           (i) shall  subject  the  Issuer or the  Lender or its
parent  corporation to any tax, duty or other similar charge with respect to any
Letter of Credit, the Advances or the Note or shall change the basis of taxation
of  payments  to the  Issuer or the  Lender  or its  parent  corporation  of the
Reimbursement  Obligation, of the principal of or interest on the Advances or of
any other  amounts due under this  Agreement in respect of any Letter of Credit,
the Advances or the Note (except for any change in respect of any tax imposed on
the overall income of the Issuer or the Lender or its parent corporation); or

                           (ii)  shall  impose,  modify or deem  applicable  any
reserve, special deposit or similar requirement (including,  without limitation,
any such  requirement  imposed by the Board of Governors of the Federal  Reserve
System)  against  assets  of,  deposits  with or for the  account  of, or credit
extended by, the Issuer or the Lender or its parent  corporation or shall impose
on the  Issuer  or the  Lender or its  parent  corporation  any other  condition
affecting any Letter of Credit, the Advances or the Note;

and the result of any of the  foregoing is to increase the cost to the Issuer or
the Lender or its parent  corporation  of issuing or  maintaining  any Letter of
Credit or of making or maintaining any Advances,  or to reduce the amount of any
sum received or receivable by the Issuer or the Lender or its parent corporation
under the application  and agreement  pursuant to which the Letter of Credit was
issued,  this Agreement or the Note with respect thereto, by an amount deemed by
the Lender or its parent  corporation  to be  material,  then upon demand by the
Lender,  the Borrower shall pay to the Lender such additional  amount or amounts
as will  compensate the Issuer or the Lender or its parent  corporation for such
increased cost or reduction.

                  (b) If the Lender shall  determine that the adoption after the
date  hereof  of any  applicable  law,  rule  or  regulation  regarding  capital
adequacy, or any change therein after the date hereof, any change after the date
hereof in the  interpretation  or  administration  thereof  by any  governmental
authority,  central bank or comparable agency charged with the interpretation or
administration  thereof,  or compliance by the Lender or its parent  corporation
with any  guideline or request  issued after the date hereof  regarding  capital
adequacy  (whether  nor not  having  the  force of law) of any  such  authority,
central bank or comparable  agency, has or would have the effect of reducing the
rate of return on the Lender's or the Lender's parent corporation's capital as a
consequence  of any  Letters of Credit,  Advances  or the  Lender's  obligations
hereunder to a level below that which the Lender or its parent corporation could
have  achieved  but  for  such  adoption,  change  or  compliance  (taking  into
consideration  the Lender's  policies with respect to capital adequacy and those
of the Lender's  parent  corporation)  by an amount  deemed to the Lender or its
parent  corporation  to be  material,  then  from  time to time
                                       10
<PAGE>
on demand by the Lender,  the Borrower  shall pay to the Lender such  additional
amount or amounts as will  compensate the Lender or its parent  corporation  for
such reduction.

                  (c)  Certificates of the Lender sent to the Borrower from time
to time claiming  compensation  under this Section,  stating the reason therefor
and setting forth in reasonable  detail the calculation of the additional amount
or  amounts  to be paid to the  Lender  hereunder  shall  be  conclusive  absent
manifest  error.  In  determining  such  amounts,   the  Lender  or  its  parent
corporation may use any reasonable averaging and attribution methods.

         Section 2.7  Obligations  Absolute.  The  obligations  of the  Borrower
arising under this Agreement shall be absolute,  unconditional  and irrevocable,
and shall be paid strictly in accordance with the terms of this Agreement, under
all  circumstances  whatsoever,  including  (without  limitation)  the following
circumstances:

                  (a) any lack of  validity or  enforceability  of any Letter of
Credit or any other  agreement  or  instrument  relating to any Letter of Credit
(collectively the "Related Documents");

                  (b) any  amendment  or waiver of or any  consent to  departure
from all or any of the Related Documents;

                  (c) the existence of any claim, setoff, defense or other right
which  the  Borrower  may  have at any  time,  against  any  beneficiary  or any
transferee of any Letter of Credit (or any persons or entities for whom any such
beneficiary or any such  transferee  may be acting),  or other person or entity,
whether in connection with this Agreement, the transactions  contemplated herein
or in the Related Documents or any unrelated transactions;

                  (d) any statement or any other  document  presented  under any
Letter of Credit proving to be forged,  fraudulent,  invalid or  insufficient in
any respect or any  statement  therein being untrue or inaccurate in any respect
whatsoever;

                  (e) payment by or on behalf of the Issuer or the Lender  under
any Letter of Credit against  presentation of a draft or certificate  which does
not strictly comply with the terms of such Letter of Credit; or

                  (f) any other circumstance or happening whatsoever, whether or
not similar to any of the foregoing.

         Section 2.8 Interest.

                  (a) The  principal  of the Advances  outstanding  from time to
time during any month shall bear interest  (computed on the basis of actual days
elapsed in a 360-day year) at the Floating Rate;  provided,  however,  that from
the first day of any month during  which any Default or Event of Default  occurs
or exists at any time, in the Lender's discretion and without waiving any of its
other rights and remedies,  the principal of the Advances  outstanding from time
to time shall bear interest at the Default Rate; and provided,  further, that in
any event no rate change  shall be put into effect  which would result in a rate
greater  than the  highest  rate
                                       11
<PAGE>
permitted by law.  Interest  accruing on the  principal  balance of the Advances
outstanding  from  time to time  shall be  payable  on the first day of the next
succeeding  month and on the  Termination  Date or prepayment in full.  Borrower
agrees that the interest  rate  contracted  for  includes the interest  rate set
forth  herein  plus any other  charges  or fees set forth  herein  and costs and
expenses  incident to this  transaction  paid by Borrower to the extent same are
deemed interest under applicable law.

                  (b) If any Person shall  acquire a  participation  in Advances
under this  Agreement  and shall elect to accept  interest  with respect to such
participation  at a lesser  rate than the  Floating  Rate,  the rate of interest
payable by the Borrower with respect to such participation  shall be such lesser
rate of  interest,  if, to the extent that and so long as such Person shall hold
such  participation.  The Lender shall not be  obligated  to request,  induce or
permit any Person to  acquire  or to retain any  participation  at all or in any
particular  amount or at any  particular  rate of interest or on any  particular
terms.

                  (c)  Notwithstanding  the interest payable pursuant to Section
2.8(a) hereof, the Borrower shall be liable to the Lender for interest hereunder
of not less than  $5,000.00 per calendar month (the "Minimum  Interest  Charge")
during the term of this  Agreement,  and the Borrower  shall pay any  deficiency
between  the  Minimum  Interest  Charge  and the  amount of  interest  otherwise
calculated under Sections 2.8(a) and 2.8(b) hereof on the date and in the manner
provided in Section 2.8(a) hereof.

         Section 2.9  Voluntary  Prepayment;  Termination  of  Agreement  by the
Borrower; Permanent Reduction of the Commitment.

                  (a) Except as otherwise  provided herein, the Borrower may, in
its discretion, prepay the Advances in whole at any time or from time to time in
part.  The  Borrower may  terminate  this  Agreement at any time,  so long as no
Letter of Credit has been  issued and is  outstanding  with an  expiration  date
after such date, and, subject to payment and performance of all Obligations, may
obtain any release or termination of the Security Interest to which the Borrower
is  otherwise  entitled  by law by (i)  giving at least 30 days'  prior  written
notice to the Lender of the Borrower's  intention to terminate  this  Agreement;
and (ii) paying the Lender a prepayment  fee, due and payable on the  prepayment
date, in an amount equal to (A) three percent (3%) of the  Commitment  amount if
prepayment is made on or before  February 21, 1998;  or, (B) two percent (2%) of
the  Commitment  amount if prepayment is made after  February 21, 1998 and on or
before  February 21, 1999; or (C) one percent (1%) of the  Commitment  amount if
prepayment is made after February 21, 1999 and before  February 21, 2000, if the
Borrower  terminates  this  Agreement  effective  as of any date  other than the
Termination Date.  However, no prepayment fee shall be due if prepayment is made
directly from the cash flow generated from the Borrower's  business  operations,
or, if the Credit  Facility is repaid through a refinancing  from a Norwest Bank
facility.

                  (b) The Borrower  may at any time and from time to time,  upon
at least 30 days' prior written notice to the Lender, permanently reduce in part
the Commitment; provided, however, that no reduction shall reduce the Commitment
to an amount less than the then-aggregate amount of the Advances;  and provided,
further,  that if the  Borrower  shall elect  
                                       12
<PAGE>
permanently  to  reduce  in part  the  Commitment  at any  time  other  than the
Termination  Date,  the  Borrower  shall pay to the  Lender a  premium,  due and
payable  simultaneously with the giving of the notice, in an amount equal to (A)
three percent (3%) of the reduction amount if the reduction is made on or before
February  21,  1998;  or, (B) two percent  (2%) of the  reduction  amount if the
reduction is made after February 21, 1998 and on or before February 21, 1999; or
(C) one percent  (1%) of the  reduction  amount if the  reduction  is made after
February 21, 1999 and before February 21, 2000.

         Section 2.10 Mandatory Prepayment. Without notice or demand, if the sum
of the outstanding  principal  balance of the Advances plus the L/C Amount shall
at any time exceed the Borrowing Base, the Borrower shall (i) first, immediately
prepay the Advances to the extent  necessary to eliminate such excess;  and (ii)
if prepayment in full of the Advances is  insufficient to eliminate such excess,
pay to the Lender in  immediately  available  funds for  deposit in the  Special
Account an amount equal to the  remaining  excess.  Any payment  received by the
Lender  under  this  Section  2.10 or under  Section  2.9 may be  applied to the
Obligation of Reimbursement or the Advances,  including interest thereon and any
fees,  commissions,   costs  and  expenses  hereunder  and  under  the  Security
Documents,  in such order and in such amounts as the Lender,  in its discretion,
may from time to time  determine.  In addition to the foregoing,  Borrower shall
pay to Lender a daily  overadvance  charge of One Hundred Dollars  ($100.00) per
day for any period of time  during  which the sum of the  outstanding  principal
balance of the Advances plus the L/C Amount exceeds the Borrowing  Base.  During
any time  period  when there is an Event of Default  under this  Agreement,  the
daily overadvance charge will be Two Hundred Dollars ($200.00) per day.

         Section 2.11 Payment.  All payments of principal of and interest on the
Advances,  the Obligation of  Reimbursement,  the commissions and fees hereunder
and amounts required to be paid to the Lender for deposit in the Special Account
shall be made to the Lender in immediately  available funds. The Borrower hereby
authorizes  the Lender,  in its  discretion at any time or from time to time and
without request by the Borrower,  to make an Advance to the extent  necessary to
pay any such  amounts  and any fees,  costs or expenses  hereunder  or under the
Security Documents.

         Section 2.12 Payment on  Non-Banking  Days.  Whenever any payment to be
made  hereunder  shall be stated to be due on a day which is not a Banking  Day,
such payment may be made on the next succeeding  Banking Day, and such extension
of time shall in such case be  included  in the  computation  of interest on the
Advances or the fees hereunder, as the case may be.

         Section 2.13 Use of Proceeds.  The proceeds of Advances and each Letter
of  Credit  issued  or caused  to be  issued  shall be used by the  Borrower  to
refinance the Borrower's existing  obligations to Concord Growth Capital and for
ordinary working capital purposes.

         Section 2.14 Liability  Records.  The Lender may maintain from time  to
time, at its  discretion,  liability  records as to any and all Advances made or
repaid,  interest accrued or paid under this Agreement,  outstanding  Letters of
Credit and fees thereon and the  Borrower's  Obligation  of  Reimbursement.  All
entries made on any such record shall be presumed correct 
                                       13
<PAGE>
until the  Borrower  establishes  the  contrary.  On demand by the  Lender,  the
Borrower will admit and certify in writing the exact principal  balance that the
Borrower then asserts to be  outstanding  to the Lender for Advances  under this
Agreement  and the amount of any  Letters  of Credit  outstanding.  Any  billing
statement or  accounting  rendered by the Lender shall be  conclusive  and fully
binding on the Borrower unless specific  written notice of exception is given to
the Lender by the Borrower within 30 days after its receipt by the Borrower.

         Section  2.15 Setoff.  The  Borrower  agrees that the Lender may at any
time or from time to time, at its sole discretion and without demand and without
notice to anyone,  setoff any  liability  owed to the  Borrower  by the  Lender,
whether or not due, against any indebtedness  owed to the Lender by the Borrower
(for Advances,  the Obligation of  Reimbursement  or the amounts  required to be
paid  to the  Lender  for  deposit  in the  Special  Account  or for  any  other
transaction  or  event),  whether or not due.  In  addition,  each other  Person
holding a  participating  interest in any  Advances  made to the Borrower by the
Lender  shall  have the right to  appropriate  or setoff  any  deposit  or other
liability  then owed by such  Person to the  Borrower,  whether or not due,  and
apply the same to the  payment of said  participating  interest,  as fully as if
such Person had lent  directly to the Borrower the amount of such  participating
interest.

         Section 2.16 Fees.

                  (a) The  Borrower  hereby  agrees  to pay the  Lender  a fully
earned  and   non-refundable   origination  fee  of  fifteen   thousand  dollars
($15,000.00), due and payable upon the execution of this Agreement.
Lender hereby acknowledges it has previously received said amount.

                  (b) The Borrower  agrees to pay to the Lender a commitment fee
at the rate of  twenty-five  one  hundredths  percent  (.25%)  per  annum on the
average  daily  unused  portion of the  Commitment  from the date  hereof to and
including the Termination  Date, due and payable monthly in arrears on the first
day of each month, commencing March, 1997, provided that any such commitment fee
remaining  unpaid on the  termination of the Credit  Facility or acceleration of
the Note by the Lender  pursuant to Section 8.2 hereof  shall be due and payable
on the date of such termination or acceleration. Such fee shall be calculated on
the basis of actual days elapsed in a 360-day year. If the total in any month of
(i) the amount of interest  calculated  under Sections  2.8(a) and 2.8(b) hereof
plus (ii) the  commitment  fee under this  Section  2.16(b),  is $5,000 or less,
Borrower's  timely  payment of the Minimum  Interest  Charge for said month will
also satisfy Borrower's obligation under this Section 2.16(b) for that month.

                  (c) The Borrower  agrees to pay the Lender a  commission  with
respect to each Letter of Credit, if any, accruing on a daily basis and computed
at the annual rate of three percent (3%) of the available  amount of such Letter
of Credit (as it may be changed from time to time) from and  including  the date
of issuance  of such  Letter of Credit  until such date as such Letter of Credit
shall terminate by its terms,  payable annually in advance, and prorated for any
part of a full calendar year in which such Letter of Credit remains outstanding.
The foregoing  commission shall be in addition to any and all fees,  commissions
and charges of any Issuer of a Letter of Credit with respect to or in connection
with such Letter of Credit.
                                       14
<PAGE>
                  (d) The Borrower agrees to pay the Lender,  on written demand,
the administrative fees charged by the Issuer in connection with the honoring of
drafts under any Letter of Credit, amendments thereto, transfers thereof and all
other activity with respect to the Letters of Credit.

                  (e) The Borrower  hereby agrees to pay the Lender,  on demand,
audit  fees of $50.00  per hour per  auditor  in  connection  with any audits or
inspections by the Lender of any collateral or the operations or business of the
Borrower,  together with all actual out-of-pocket costs and expenses incurred in
conducting any such audit or inspection.

                                   ARTICLE III

                                Security Interest
                                -----------------

         Section 3.1 Grant of Security Interest. The Borrower hereby assigns and
grants  to the  Lender a  security  interest  (collectively  referred  to as the
"Security  Interests")  in the  Collateral,  as  security  for the  payment  and
performance  of each and every debt,  liability and obligation of every type and
description  which  the  Borrower  may now or at any time  hereafter  owe to the
Lender  (whether such debt,  liability or obligation  now exists or is hereafter
created or incurred,  whether it arises in a  transaction  involving  the Lender
alone or in a transaction involving other creditors of the Borrower, and whether
it is direct or indirect, due or to become due, absolute or contingent,  primary
or secondary,  liquidated or unliquidated,  or sole, joint, several or joint and
several,  and  including  specifically,  but not limited to, the  Obligation  of
Reimbursement and all indebtedness of the Borrower arising under this Agreement,
the Note,  any L/C  Application  completed  by the Borrower or any other loan or
credit agreement or guaranty between the Borrower and the Lender, whether now in
effect or hereafter  entered into; all such debts,  liabilities  and obligations
are herein collectively referred to as the "Obligations").

         Section 3.2  Notification  of Account  Debtors and Other  Obligors.  In
addition to the rights of the Lender under Section 6.10 hereof,  with respect to
any and all rights to payment constituting Collateral the Lender may at any time
(either  before or after  the  occurrence  of an Event of  Default)  notify  any
account  debtor or other person  obligated to pay the amount due that such right
to payment has been assigned or transferred to the Lender for security and shall
be paid directly to the Lender.  The Borrower will join in giving such notice if
the Lender so requests.  At any time after the Borrower or the Lender gives such
notice to an account debtor or other  obligor,  the Lender may, but need not, in
the Lender's name or in the  Borrower's  name, (a) demand,  sue for,  collect or
receive any money or property at any time payable or  receivable  on account of,
or  securing,  any such right to payment,  or grant any  extension  to, make any
compromise  or settlement  with or otherwise  agree to waive,  modify,  amend or
change the obligations  (including  collateral  obligations) of any such account
debtor or other obligor;  and (b) as agent and attorney in fact of the Borrower,
notify the United  States  Postal  Service to change the address for delivery of
the Borrower's mail to any address designated by the Lender, otherwise intercept
the  Borrower's  mail,  and receive,  open and dispose of the  Borrower's  mail,
applying all Collateral as permitted  under this Agreement and holding all other
mail for the Borrower's  account or forwarding  such mail to the Borrower's last
known address. 
                                       15
<PAGE>
         Section 3.3  Assignment  of Insurance.  As additional  security for the
payment and performance of the  Obligations,  the Borrower hereby assigns to the
Lender any and all monies (including, without limitation,  proceeds of insurance
and  refunds of  unearned  premiums)  due or to become due under,  and all other
rights of the Borrower with respect to, any and all policies of insurance now or
at any time  hereafter  covering the  Collateral or any evidence  thereof or any
business records or valuable papers pertaining thereto,  and the Borrower hereby
directs  the issuer of any such  policy to pay all such  monies  directly to the
Lender.  At any time,  whether  before or after the  occurrence  of any Event of
Default,  the  Lender  may  (but  need  not),  in the  Lender's  name  or in the
Borrower's  name,  execute and deliver proof of claim,  receive all such monies,
endorse checks and other instruments  representing  payment of such monies,  and
adjust, litigate, compromise or release any claim against the issuer of any such
policy.

         Section 3.4 Occupancy.

                  (a) The Borrower hereby  irrevocably  grants to the Lender the
right to take  possession of the Premises at any time after the  occurrence  and
during the continuance of an Event of Default.

                  (b) The Lender  may use the  Premises  only to hold,  process,
manufacture,  sell, use, store, liquidate,  realize upon or otherwise dispose of
goods that are  Collateral  and for other  purposes  that the Lender may in good
faith deem to be related or incidental purposes.

                  (c) The right of the Lender to hold the  Premises  shall cease
and  terminate  upon the  earlier of (i)  payment in full and  discharge  of all
Obligations,  and (ii)  final  sale or  disposition  of all  goods  constituting
Collateral and delivery of all such goods to purchasers.

                  (d) The Lender  shall not be  obligated  to pay or account for
any rent or other  compensation  for the possession,  occupancy or use of any of
the  Premises;  provided,  however,  in the event  that the  Lender  does pay or
account for any rent or other compensation for the possession,  occupancy or use
of any of the Premises, the Borrower shall reimburse the Lender promptly for the
full amount thereof. In addition, the Borrower will pay, or reimburse the Lender
for, all taxes, fees, duties, imposts, charges and expenses at any time incurred
by or imposed upon the Lender by reason of the execution,  delivery,  existence,
recordation,  performance  or enforcement of this Agreement or the provisions of
this Section 3.4.

         Section  3.5  License.  The  Borrower  hereby  grants  to the  Lender a
non-exclusive,  worldwide and royalty-free  license to use or otherwise  exploit
all trademarks  (including  without  limitation the trademark  "MARKETBUILDER"),
franchises,  trade names, copyrights and patents of the Borrower for the purpose
of selling, leasing or otherwise disposing of any or all Collateral following an
Event of Default.

         Section  3.6  Security  Interest  in  Special  Account  and  Collateral
Account.  The  Borrower  hereby  pledges,  and  grants to the  Lender a security
interest in, all funds held in the Special Account and in the Collateral Account
from time to time and all proceeds  thereof,  as security for the payment of all
present and future Obligations of Reimbursement and all other Obligations. 
                                       16
<PAGE>
                                   ARTICLE IV

                              Conditions of Lending
                              ---------------------

         Section 4.1 Conditions  Precedent and  Conditions  Subsequent to Making
the Initial Advance or Issuing the Initial Letter of Credit.

Conditions  Precedent.  The obligation of the Lender to make the initial Advance
or  issuing  or  causing  to be issued  any  Letter of Credit  under the  Credit
Facility shall be subject to the condition  precedent that the Lender shall have
received all of the following,  each in form and substance  satisfactory  to the
Lender:

                  (a)  This  Agreement,  properly  executed  on  behalf  of  the
Borrower.

                  (b) The Note, properly executed on behalf of the Borrower.

                  (c) A true and correct copy of any and all leases  pursuant to
which  the  Borrower  is  leasing  the  Premises,  together  with  a  landlord's
subordination, disclaimer and consent with respect to each such lease.

                  (d) A  Collateral  Account  Agreement,  duly  executed  by the
Borrower and Norwest Bank, Arizona, National Association,  pursuant to which the
Borrower and the  institution  establish a depository  account (the  "Collateral
Account") in the name of and under the sole and exclusive control of the Lender,
from which such institution  agrees to transfer  finally  collected funds to the
Lender for application to the Advances.

                  (e) A Lockbox  Agreement,  duly  executed by the  Borrower and
Norwest  Bank  Arizona,  National  Association,  pursuant to which the  Borrower
agrees to maintain and direct  account  debtors to make payment to a lockbox for
the benefit of the Lender (the  "Lockbox"),  from which Lockbox such institution
shall transfer funds to the Collateral Account.

                  (f) Current  searches of appropriate  filing  offices  showing
that (i) no state or  federal  tax liens  have been  filed and  remain in effect
against the Borrower, (ii) no financing statements have been filed and remain in
effect against the Borrower, except those financing statements relating to liens
permitted pursuant to Section 7.1 hereof and those financing statements filed by
the  Lender,  and (iii) the  Lender  has duly  filed  all  financing  statements
necessary to perfect the Security Interests granted hereunder, to the extent the
Security  Interests are capable of being perfected by filing.  Without  limiting
the  foregoing,  the Lender  shall  have also  received,  in form and  substance
satisfactory to the Lender, termination of: (i) that certain financing statement
in favor of secured party Concord Growth  Corporation  filed  September 21, 1995
with the Arizona  Secretary of State as document  number  847410;  and (ii) that
certain financing statement in favor of secured party Sundance Venture Partners,
L.P.  filed  January 10, 1996 with the  Arizona  Secretary  of State as document
number 861997.

                  (g) A certificate  of the Secretary or an Assistant  Secretary
of the Borrower,  certifying as to (i) the  resolutions of the directors and, if
required, the shareholders of the
                                       17
<PAGE>
Borrower,  authorizing the execution, delivery and performance of this Agreement
and the Security Documents, (ii) the articles of incorporation and bylaws of the
Borrower,  and (iii) the  signatures  of the  officers or agents of the Borrower
authorized  to execute and deliver this  Agreement,  the Security  Documents and
other instruments,  agreements and certificates,  including Advance requests, on
behalf of the Borrower.

                  (h) A current  certificate issued by the Secretary of State of
the state of the Borrower's  incorporation,  certifying  that the Borrower is in
compliance with all corporate organizational requirements of such state.

                  (i) Evidence  that the Borrower is duly  licensed or qualified
to transact  business in all  jurisdictions  where the character of the property
owned or  leased or the  nature  of the  business  transacted  by it makes  such
licensing or qualification necessary.

                  (j) A certificate of an officer of the Borrower confirming, in
his personal capacity, the representations and warranties set forth in Article V
hereof.

                  (k) An opinion of counsel to the  Borrower,  addressed  to the
Lender.

                  (l) Certificates of the insurance required hereunder, with all
hazard insurance  containing a loss payee endorsement in favor of the Lender and
with all liability insurance naming the Lender as an additional insured.

                  (m) Payment of the fees and  commissions  due through the date
of the  initial  Advance  or Letter of Credit  under  Section  2.16  hereof  and
expenses incurred by the Lender through such date and required to be paid by the
Borrower under Section 9.7 hereof.

                  (n) Such other  documents as the Lender in its sole discretion
may require.

Conditions  Subsequent.  On or before  the 60th day  following  the date of this
Agreement, the Lender shall have received, in form and substance satisfactory to
the  Lender,  termination  of:  that  certain  Notice of Federal  Tax Lien Under
Internal Revenue Laws,  filed April 8, 1992 with the Arizona  Secretary of State
as  document  number  700990.  Default in the  performance  of these  conditions
subsequent shall be an Event of Default under Section 8.1 (d) of this Agreement.

         Section 4.2 Conditions Precedent to All Advances. The obligation of the
Lender to make each  Advance  or to issue or cause to be  issued  any  Letter of
Credit shall be subject to the further conditions precedent that on such date:

                  (a) the representations and warranties  contained in Article V
hereof are  correct on and as of the date of such  Advance or issuance of Letter
of Credit as though made on and as of such date,  except to the extent that such
representations and warranties relate solely to an earlier date; and
                                       18
<PAGE>
                  (b) no event has occurred and is  continuing,  or would result
from such Advance or the issuance of such Letter of Credit,  as the case may be,
which constitutes a Default or an Event of Default.

                                    ARTICLE V

                         Representations and Warranties
                         ------------------------------

         The Borrower represents and warrants to the Lender as follows:

         Section  5.1  Corporate  Existence  and Power;  Name;  Chief  Executive
Office;  Inventory and  Equipment  Locations;  Tax  Identification  Number.  The
Borrower  is a  corporation  duly  incorporated,  validly  existing  and in good
standing  under  the  laws of the  State of  Arizona,  and is duly  licensed  or
qualified to transact business in all  jurisdictions  where the character of the
property  owned or leased or the nature of the business  transacted  by it makes
such licensing or qualification  necessary. The Borrower has all requisite power
and  authority,  corporate or  otherwise,  to conduct its  business,  to own its
properties  and to execute and  deliver,  and to perform all of its  obligations
under, the Loan Documents. During its corporate existence, the Borrower has done
business  solely  under  the names  set  forth in  Exhibit  B hereto.  The chief
executive  office and principal  place of business of the Borrower is located at
the address  set forth in Exhibit B hereto,  and all of the  Borrower's  records
relating  to its  business  or the  Collateral  are kept at that  location.  All
Inventory  and  Equipment  is  located at that  location  or at one of the other
locations  set forth in  Exhibit B hereto.  The  Borrower's  tax  identification
number is correctly set forth in Section 9.4.

         Section  5.2  Authorization  of  Borrowing;  No  Conflict  as to Law or
Agreements. The execution,  delivery and performance by the Borrower of the Loan
Documents  and the  borrowings  from  time  to time  hereunder  have  been  duly
authorized by all necessary corporate action and do not and will not (a) require
any consent or approval of the  stockholders  of the  Borrower,  (b) require any
authorization,  consent or approval by, or  registration,  declaration or filing
with, or notice to, any  governmental  department,  commission,  board,  bureau,
agency or instrumentality,  domestic or foreign, or any third party, except such
authorization, consent, approval, registration, declaration, filing or notice as
has been obtained,  accomplished or given prior to the date hereof,  (c) violate
any  provision of any law, rule or regulation  (including,  without  limitation,
Regulation X of the Board of Governors of the Federal  Reserve System) or of any
order,  writ,  injunction or decree presently in effect having  applicability to
the Borrower or of the Articles of Incorporation or Bylaws of the Borrower,  (d)
result in a breach of or  constitute  a default  under any  indenture or loan or
credit agreement or any other material  agreement,  lease or instrument to which
the  Borrower  is a party  or by  which  it or its  properties  may be  bound or
affected,  or (e) result in, or  require,  the  creation  or  imposition  of any
mortgage,  deed of trust,  pledge,  lien,  security  interest or other charge or
encumbrance  of any nature  (other  than the  Security  Interests)  upon or with
respect  to any  of the  properties  now  owned  or  hereafter  acquired  by the
Borrower.
                                       19
<PAGE>
         Section 5.3 Legal Agreements.  This Agreement constitutes and, upon due
execution by the Borrower,  the other Loan Documents will  constitute the legal,
valid and binding obligations of the Borrower,  enforceable against the Borrower
in accordance with their respective terms.

         Section  5.4  Subsidiaries.  Except as set forth in  Exhibit B attached
hereto, the Borrower has no Subsidiaries.

         Section 5.5 Financial  Condition;  No Adverse Change.  The Borrower has
heretofore  furnished to the Lender audited financial statements of the Borrower
for its fiscal year ended January 31, 1996 and unaudited financial statements of
the Borrower for the months ended October 31, 1996, and those statements  fairly
present the  financial  condition of the  Borrower on the dates  thereof and the
results of its  operations  and cash flows for the  periods  then ended and were
prepared in accordance with generally accepted accounting principles.  Since the
date of the most recent financial statements, there has been no material adverse
change in the business,  properties or condition (financial or otherwise) of the
Borrower.

         Section  5.6  Litigation.  There are no actions,  suits or  proceedings
pending or, to the  knowledge of the Borrower,  threatened  against or affecting
the Borrower or any of its  Affiliates or the  properties of the Borrower or any
of its  Affiliates  before  any court or  governmental  department,  commission,
board,  bureau,  agency or  instrumentality,  domestic  or  foreign,  which,  if
determined  adversely  to the  Borrower or any of its  Affiliates,  would have a
material adverse effect on the financial condition,  properties or operations of
the Borrower or any of its Affiliates.

         Section 5.7  Regulation  U. The Borrower is not engaged in the business
of  extending  credit for the purpose of  purchasing  or carrying  margin  stock
(within the meaning of  Regulation  U of the Board of  Governors  of the Federal
Reserve  System),  and no part of the  proceeds of any  Advance  will be used to
purchase or carry any margin stock or to extend credit to others for the purpose
of purchasing or carrying any margin stock.

         Section 5.8 Taxes.  To Borrower's and its  Affiliates'  knowledge,  the
Borrower  and its  Affiliates  have  paid  or  caused  to be paid to the  proper
authorities when due all federal,  state and local taxes required to be withheld
by each of them. The Borrower and its Affiliates  have filed all federal,  state
and local tax returns  which to the knowledge of the officers of the Borrower or
any  Affiliate,  as the case may be, are required to be filed,  and the Borrower
and its  Affiliates  have  paid or caused  to be paid to the  respective  taxing
authorities all taxes as shown on said returns or on any assessment  received by
any of them to the extent such taxes have become due.

         Section 5.9 Titles and Liens.  The Borrower has good and absolute title
to all Collateral described in the collateral reports provided to the Lender and
all other  Collateral,  properties  and assets  reflected in the latest  balance
sheet referred to in Section 5.5 hereof and all proceeds thereof, free and clear
of all mortgages,  security  interests,  liens and encumbrances,  except for (i)
mortgages,  security  interests and liens  permitted by Section 7.1 hereof,  and
(ii)  in the  case  of any  such  property  which  is not  Collateral  or  other
collateral described in the Security Documents, covenants, restrictions, rights,
easements and minor  irregularities  in title which do not materially  interfere
with the  business or  operations  of the Borrower as  presently  conducted.
                                       20
<PAGE>
No  financing  statement  naming the Borrower as debtor is on file in any office
except to perfect only security interests permitted by Section 7.1 hereof.

         Section 5.10 Plans.  Except as disclosed to the Lender in writing prior
to the date hereof,  neither the Borrower nor any of its Affiliates maintains or
has maintained any Plan. Neither the Borrower nor any Affiliate has received any
notice or has any knowledge to the effect that it is not in full compliance with
any of the  requirements  of  ERISA.  No  Reportable  Event  or  other  fact  or
circumstance which may have an adverse effect on the Plan's tax qualified status
exists  in  connection  with  any  Plan.  Neither  the  Borrower  nor any of its
Affiliates has:

                  (a) Any accumulated  funding  deficiency within the meaning of
ERISA; or

                  (b) Any liability or knows of any fact or circumstances  which
could result in any liability to the Pension Benefit Guaranty  Corporation,  the
Internal  Revenue  Service,  the  Department  of  Labor  or any  participant  in
connection with any Plan (other than accrued  benefits which or which may become
payable to participants or beneficiaries of any such Plan).

         Section 5.11 Default. To the Borrower's  knowledge,  the Borrower is in
compliance  with all  provisions  of all  agreements,  instruments,  decrees and
orders  to  which  it is a party  or by  which  it or its  property  is bound or
affected, the breach or default of which could have a material adverse effect on
the financial condition, properties or operations of the Borrower.

         Section 5.12  Environmental  Protection.  The Borrower has obtained all
permits,  licenses and other  authorizations  which are required  under federal,
state and local laws and regulations relating to emissions, discharges, releases
of  pollutants,  contaminants,  hazardous  or toxic  materials,  or wastes  into
ambient air, surface water,  ground water or land, or otherwise  relating to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport  or  handling  of  pollutants,  contaminants  or  hazardous  or  toxic
materials or wastes  ("Environmental  Laws") at the Borrower's  facilities or in
connection  with the  operation of its  facilities.  The Borrower  shall provide
copies of all such permits, licenses and other authorizations to the Lender upon
the Lender's  request.  The Borrower  also shall provide to the Lender copies of
all environmental investigation and inspection reports available to the Borrower
that pertain to  Borrower's  facilities,  upon the Lender's  request.  Except as
previously  disclosed to the Lender in writing,  the Borrower and all activities
of the Borrower at its facilities  comply with all  Environmental  Laws and with
all terms and conditions of any required  permits,  licenses and  authorizations
applicable to the Borrower with respect thereto.  Except as previously disclosed
to the  Lender  in  writing,  the  Borrower  is  also  in  compliance  with  all
limitations,  restrictions,  conditions, standards, prohibitions,  requirements,
obligations,  schedules  and  timetables  contained  in  Environmental  Laws  or
contained in any plan, order,  decree,  judgment or notice of which the Borrower
is aware. Except as previously  disclosed to the Lender in writing, the Borrower
is not  aware  of,  nor  has  the  Borrower  received  notice  of,  any  events,
conditions,  circumstances,  activities,  practices, incidents, actions or plans
which may interfere with or prevent continued compliance with, or which may give
rise to any  liability  under,  any  Environmental  Laws.  Except as  previously
disclosed  to the Lender in writing,  the  Borrower has received no inquiry from
any  federal,  state or local agency  concerning  Borrower's  facilities  or any
adjacent properties involving possible environmental contamination or violations
of any Environmental 
                                       21
<PAGE>
Laws,  and  has no  knowledge  of any  such  inquiry  to  any  party  concerning
Borrower's  facilities  or any adjacent  properties.  Borrower  agrees to notify
Lender  promptly  in writing of any  inquiries  by third  parties or  regulatory
agencies  concerning the possible  presence of  environmental  contamination  on
Borrower's  facilities or any adjacent  properties  or  concerning  any possible
violations of Environmental Laws involving Borrower's facilities or any adjacent
properties.  The Lender shall have the right to enter Borrower's  facilities for
the purpose of conducting  environmental  investigations,  including taking soil
and water samples, during Borrower's normal business hours of operation.

         Section 5.13 Submissions to Lender. All financial and other information
provided to the Lender by or on behalf of the  Borrower in  connection  with the
Borrower's  request for the credit  facilities  contemplated  hereby is true and
correct in all material respects and, as to projections,  valuations or proforma
financial  statements,  present a good  faith  opinion  as to such  projections,
valuations and proforma condition and results.

         Section  5.14  Financing  Statements.  The Borrower has provided to the
Lender signed financing statements sufficient when filed to perfect the Security
Interests and the other security  interests  created by the Security  Documents.
When such  financing  statements  are filed in the offices  noted  therein,  the
Lender will have a valid and perfected first security interest in all Collateral
and all other collateral described in the Security Documents which is capable of
being perfected by filing financing statements.  None of the Collateral or other
collateral covered by the Security Documents is or will become a fixture on real
estate, unless a sufficient fixture filing is in effect with respect thereto.

         Section  5.15  Rights  to  Payment.  Each  right  to  payment  and each
instrument,   document,  chattel  paper  and  other  agreement  constituting  or
evidencing  Collateral or other collateral  covered by the Security Documents is
(or, in the case of all future Collateral or such other collateral, will be when
arising or issued)  the  valid,  genuine  and  legally  enforceable  obligation,
subject to no defense,  setoff or  counterclaim,  of the account debtor or other
obligor named therein or in the Borrower's  records  pertaining thereto as being
obligated to pay such obligation.

         Section  5.16  Borrower's  Relationship  With IBM.  Borrower  purchases
computer  equipment  and  related  goods from  International  Business  Machines
Corporation ("IBM"), for resale or lease to Borrower's customers.  Borrower does
not receive any credit terms from IBM,  and Borrower has no payment  obligations
to IBM pursuant to any credit terms.  Further,  Borrower does not intend to seek
or receive any credit terms from IBM during the term of this Credit Facility.
                                       22
<PAGE>
                                   ARTICLE VI

                      Affirmative Covenants of the Borrower
                      -------------------------------------

         So long as the Note shall remain unpaid,  the Credit  Facility shall be
outstanding  or any Letter of Credit shall be  outstanding,  the  Borrower  will
comply  with the  following  requirements,  unless  the Lender  shall  otherwise
consent in writing:

         Section 6.1 Reporting Requirements. The Borrower will deliver, or cause
to be delivered, to the Lender each of the following, which shall be in form and
detail acceptable to the Lender:

                  (a) as soon as available,  and in any event within ninety (90)
days  after  the end of each  fiscal  year of the  Borrower,  audited  financial
statements of the Borrower with the unqualified opinion of independent certified
public accountants  selected by the Borrower and acceptable to the Lender, which
annual  financial  statements shall include the balance sheet of the Borrower as
at the end of such fiscal year and the related  statements  of income,  retained
earnings  and  cash  flows of the  Borrower  for the  fiscal  year  then  ended,
prepared,  if the Lender so requests,  on a consolidating and consolidated basis
to include any Affiliates,  all in reasonable  detail and prepared in accordance
with generally accepted accounting principles applied on a basis consistent with
the  accounting  practices  applied in the financial  statements  referred to in
Section  5.5  hereof,  together  with (i) a report  signed  by such  accountants
stating  that in making  the  investigations  necessary  for said  opinion  they
obtained no knowledge, except as specifically stated, of any Default or Event of
Default hereunder and all relevant facts in reasonable  detail to evidence,  and
the  computations  as to, whether or not the Borrower is in compliance  with the
requirements  set forth in Sections  6.12  through 6.13 and Section 7.10 hereof;
and (ii) a certificate of the chief  financial  officer of the Borrower  stating
that such financial  statements  have been prepared in accordance with generally
accepted accounting principles applied on a basis consistent with the accounting
practices  reflected in the annual financial  statements  referred to in Section
5.5 hereof and whether or not such officer has  knowledge of the  occurrence  of
any  Default or Event of Default  hereunder  and, if so,  stating in  reasonable
detail the facts with respect thereto;

                  (b) as soon as available  and in any event within  twenty (20)
days  after  the end of each  month,  an  unaudited/internal  balance  sheet and
statements of income and retained  earnings of the Borrower as at the end of and
for such month and for the year to date  period  then  ended,  prepared,  if the
Lender so requests,  on a consolidating  and  consolidated  basis to include any
Affiliates, in reasonable detail and stating in comparative form the figures for
the  corresponding  date and  periods in the  previous  year,  all  prepared  in
accordance  with generally  accepted  accounting  principles  applied on a basis
consistent with the accounting  practices reflected in the financial  statements
referred to in Section 5.5 hereof,  subject to year-end audit  adjustments;  and
accompanied  by a certificate  of the chief  financial  officer of the Borrower,
substantially  in the form of Exhibit D hereto  stating (i) that such  financial
statements have been prepared in accordance with generally  accepted  accounting
principles applied on a basis consistent with the accounting practices reflected
in the  financial  statements  referred  to in Section  5.5  hereof,  subject to
year-end  audit  adjustments,  (ii) whether or not such officer has
                                       23
<PAGE>
knowledge of the  occurrence  of any Default or Event of Default  hereunder  not
theretofore  reported and remedied and, if so, stating in reasonable  detail the
facts with respect  thereto,  (iii) all relevant  facts in reasonable  detail to
evidence,  and  the  computations  as to,  whether  or not  the  Borrower  is in
compliance  with the  requirements  set forth in Sections  6.12 through 6.13 and
Section  7.10  hereof,  and (iv) that  Borrower  has not sought or received  any
credit terms from IBM and does not  contemplate or intend to seek or receive any
credit terms from IBM.

                  (c)  within  fifteen  (15) days  after the end of each  month,
agings of the Borrower's  accounts  receivable  and its accounts  payable and an
inventory certification report as at the end of such month;

                  (d) at least  thirty  (30) days before the  beginning  of each
fiscal year of the Borrower,  the projected balance sheets and income statements
for each month of such year, each in reasonable  detail,  representing  the good
faith  projections  of  the  Borrower  and  certified  by the  Borrower's  chief
financial officer as being the most accurate projections available and identical
to the projections used by the Borrower for internal planning purposes, together
with  such  supporting  schedules  and  information  as  the  Lender  may in its
discretion require;

                  (e)  immediately  after the  commencement  thereof,  notice in
writing of all  litigation and of all  proceedings  before any  governmental  or
regulatory  agency  affecting the Borrower of the type  described in Section 5.6
hereof or which seek a monetary  recovery  against the Borrower in excess of Ten
Thousand Dollars ($10,000.00);

                  (f) as  promptly  as  practicable  (but in any event not later
than five business days) after an officer of the Borrower  obtains  knowledge of
the  occurrence  of any breach,  default or event of default  under any Security
Document or any event which constitutes a Default or Event of Default hereunder,
notice of such occurrence,  together with a detailed  statement by a responsible
officer of the  Borrower of the steps  being  taken by the  Borrower to cure the
effect of such breach, default or event;

                  (g) as soon as possible  and in any event within 30 days after
the Borrower knows or has reason to know that any Reportable  Event with respect
to any Plan has occurred,  the statement of the chief  financial  officer of the
Borrower  setting forth details as to such Reportable Event and the action which
the Borrower proposes to take with respect thereto,  together with a copy of the
notice of such Reportable Event to the Pension Benefit Guaranty Corporation;

                  (h) as soon as possible, and in any event within 10 days after
the Borrower fails to make any quarterly  contribution  required with respect to
any Plan under Section 412(m) of the Internal  Revenue Code of 1986, as amended,
the  statement  of the chief  financial  officer of the Borrower  setting  forth
details as to such failure and the action  which the  Borrower  proposes to take
with  respect  thereto,  together  with a copy of any  notice  of  such  failure
required to be provided to the Pension Benefit Guaranty Corporation;
                                       24
<PAGE>
                  (i)  promptly  upon  knowledge  thereof,  notice  of  (i)  any
disputes or claims by customers of the Borrower;  (ii) any goods  returned to or
recovered by the Borrower;  and (iii) any change in the persons constituting the
officers and directors of the Borrower;

                  (j) promptly upon knowledge thereof,  notice of any loss of or
material  damage to any Collateral or other  collateral  covered by the Security
Documents or of any  substantial  adverse change in any Collateral or such other
collateral or the prospect of payment thereof;

                  (k) promptly upon their distribution,  copies of all financial
statements,  reports and proxy  statements which the Borrower shall have sent to
its stockholders;

                  (l) promptly  after the sending or filing  thereof,  copies of
all regular and periodic  financial  reports which the Borrower  shall file with
the Securities and Exchange Commission or any national securities exchange;

                  (m) promptly upon knowledge  thereof,  notice of the violation
by the Borrower of any law, rule or regulation,  the  non-compliance  with which
could materially and adversely  affect its business or its financial  condition;
and

                  (n) from time to time, with reasonable promptness, any and all
receivables schedules, collection reports, deposit records, equipment schedules,
copies of invoices to account debtors,  shipment documents and delivery receipts
for goods sold, and such other material,  reports, records or information as the
Lender may request.

         Section 6.2 Books and Records; Inspection and Examination. The Borrower
will keep  accurate  books of record and  account for itself  pertaining  to the
Collateral and pertaining to the Borrower's business and financial condition and
such other matters as the Lender may from time to time request in which true and
complete entries will be made in accordance with generally  accepted  accounting
principles consistently applied and, upon request of the Lender, will permit any
officer, employee,  attorney or accountant for the Lender to audit, review, make
extracts from or copy any and all  corporate and financial  books and records of
the Borrower at all times during  ordinary  business  hours, to send and discuss
with account  debtors and other obligors  requests for  verification  of amounts
owed to the Borrower, and to discuss the affairs of the Borrower with any of its
directors,  officers,  employees or agents. The Borrower will permit the Lender,
or its employees,  accountants,  attorneys or agents, to examine and inspect any
Collateral,  other  collateral  covered by the  Security  Documents or any other
property of the Borrower at any time during ordinary business hours.

         Section 6.3 Account  Verification.  The  Borrower  will at any time and
from time to time upon request of the Lender send requests for  verification  of
accounts or notices of assignment to account debtors and other obligors.

         Section 6.4 Compliance with Laws; Environmental Indemnity. The Borrower
will (a) comply with the  requirements of applicable laws and  regulations,  the
non-compliance  with which would materially and adversely affect its business or
its financial condition,  (b) comply with all applicable  Environmental Laws and
obtain any permits, licenses or similar approvals 25
<PAGE>
required by any such  Environmental  Laws, and (c) use and keep the  Collateral,
and will  require  that  others  use and keep the  Collateral,  only for  lawful
purposes,  without  violation  of any  federal,  state or local law,  statute or
ordinance. The Borrower will indemnify, defend and hold the Lender harmless from
and against any claims, loss or damage to which the Lender may be subjected as a
result of any  past,  present  or  future  existence,  use,  handling,  storage,
transportation  or  disposal  of any  hazardous  waste  or  substance  or  toxic
substance  by the Borrower or on property  owned,  leased or  controlled  by the
Borrower.  This indemnification  agreement shall survive the termination of this
Agreement and payment of the indebtedness hereunder.

         Section 6.5 Payment of Taxes and Other Claims. The Borrower will pay or
discharge,  when due, (a) all taxes, assessments and governmental charges levied
or imposed upon it or upon its income or profits,  upon any properties belonging
to it (including,  without  limitation,  the  Collateral) or upon or against the
creation, perfection or continuance of the Security Interests, prior to the date
on which  penalties  attach  thereto,  (b) all  federal,  state and local  taxes
required to be withheld  by it, and (c) all lawful  claims for labor,  materials
and  supplies  which,  if unpaid,  might by law become a lien or charge upon any
properties of the Borrower; provided, that the Borrower shall not be required to
pay any such tax,  assessment,  charge or claim whose amount,  applicability  or
validity is being contested in good faith by appropriate proceedings and so long
as the Collateral and Lender's lien thereon is not in any manner impaired by any
enforcement remedy available to the tax levying entity during the period of such
contest.

         Section 6.6 Maintenance of Properties.

                  (a) The Borrower  will keep and maintain the  Collateral,  the
other  collateral  covered  by the  Security  Documents  and  all  of its  other
properties  necessary  or useful in its business in good  condition,  repair and
working order (normal wear and tear excepted) and will from time to time replace
or repair any worn, defective or broken parts;  provided,  however, that nothing
in this Section 6.6 shall prevent the Borrower from  discontinuing the operation
and  maintenance  of any of its  properties  if such  discontinuance  is, in the
judgment of the Lender,  desirable in the conduct of the Borrower's business and
not disadvantageous in any material respect to the Lender.

                  (b) The Borrower will defend the Collateral against all claims
or demands of all persons (other than the Lender) claiming the Collateral or any
interest therein.

                  (c) The Borrower will keep all Collateral and other collateral
covered by the  Security  Documents  free and clear of all  security  interests,
liens  and  encumbrances  except  the  Security  Interests  and  other  security
interests permitted by Section 7.1 hereof.

         Section  6.7  Insurance.  The  Borrower  will  obtain  and at all times
maintain  insurance with insurers believed by the Borrower to be responsible and
reputable,  in such  amounts and against  such risks as may from time to time be
required by the Lender, but in all events in such amounts and against such risks
as is usually  carried by  companies  engaged  in  similar  business  and owning
similar  properties  in the same general  areas in which the Borrower  operates.
Without limiting the generality of the foregoing, the Borrower will at all times
keep all tangible 
                                       26
<PAGE>
Collateral   insured  against  risks  of  fire  (including   so-called  extended
coverage),  theft,  collision (for Collateral  consisting of motor vehicles) and
such other risks and in such amounts as the Lender may reasonably request,  with
any loss payable to the Lender to the extent of its  interest,  and all policies
of such  insurance  shall  contain a lender's loss payable  endorsement  for the
benefit of the Lender.  All policies of liability  insurance  required hereunder
shall name the Lender as an additional insured.

         Section 6.8  Preservation  of Corporate  Existence.  The Borrower  will
preserve and maintain its corporate existence and all of its rights,  privileges
and franchises  necessary or desirable in the normal conduct of its business and
shall conduct its business in an orderly, efficient and regular manner.

         Section 6.9 Delivery of  Instruments,  etc. Upon request by the Lender,
the  Borrower  will  promptly  deliver to the Lender in pledge all  instruments,
documents and chattel papers constituting Collateral,  duly endorsed or assigned
by the Borrower.

         Section  6.10  Lockbox;  Collateral  Account.  (a)  The  Borrower  will
irrevocably  direct all present  and future  Account  debtors and other  Persons
obligated  to  make  payments  constituting  Collateral  to make  such  payments
directly to the Lockbox. All of the Borrower's invoices,  account statements and
other  written  or oral  communications  directing,  instructing,  demanding  or
requesting  payment of any Account or any other amount  constituting  Collateral
shall  conspicuously  direct that all  payments be made to the Lockbox and shall
include the  Lockbox  address.  All  payments  received in the Lockbox  shall be
processed to the Collateral Account.

                  (b) The Borrower  agrees to deposit in the Collateral  Account
or, at the  Lender's  option,  to  deliver to the  Lender,  all  collections  on
Accounts,   contract   rights,   chattel  paper  and  other  rights  to  payment
constituting  Collateral,  and all  other  proceeds  of  Collateral,  which  the
Borrower may receive directly  notwithstanding  its direction to Account debtors
and other  obligors to make  payments to the Lockbox,  immediately  upon receipt
thereof, in the form received, except for the Borrower's endorsement when deemed
necessary. Until delivered to the Lender or deposited in the Collateral Account,
all proceeds or collections of Collateral shall be held in trust by the Borrower
for and as the property of the Lender and shall not be commingled with any funds
or property of the Borrower.  Amounts deposited in the Collateral  Account shall
not bear interest and shall not be subject to withdrawal by the Borrower, except
after full payment and discharge of all Obligations.  All such collections shall
constitute  proceeds  of  Collateral  and shall not  constitute  payment  of any
Obligation.  Collected funds from the Collateral Account shall be transferred to
the Lender's general account,  and the Lender may deposit in its general account
or in the  Collateral  Account any and all  collections  received by it directly
from the Borrower.  The Lender may commingle  such funds with other  property of
the Lender or any other person.  The Lender from time to time at its  discretion
may,  after  allowing:  (i) two (2) Banking Days after deposit in the Collateral
Account;  and (ii) one (1) Banking  Day after  deposit in the  Lender's  account
(Account  number  00-28695 at Norwest Bank,  Minnesota,  National  Association),
apply such  funds to the  payment  of any and all  Obligations,  in any order or
manner of application  satisfactory  to the Lender.  All items  delivered to the
Lender or deposited in the Collateral Account shall be subject to final payment.
If any such item is returned uncollected,  the Borrower will immediately pay the
Lender, or, for items deposited
                                       27
<PAGE>
in the Collateral Account, the bank maintaining such account, the amount of that
item,  or such bank at its  discretion  may charge any  uncollected  item to the
Borrower's  commercial account or other account. The Borrower shall be liable as
an endorser on all items deposited in the Collateral Account,  whether or not in
fact endorsed by the Borrower.

         Section  6.11  Performance  by the Lender.  If the Borrower at any time
fails to perform or observe any of the  foregoing  covenants  contained  in this
Article VI or elsewhere herein,  and if such failure shall continue for a period
of ten calendar days after the Lender gives the Borrower  written notice thereof
(or in the  case of the  agreements  contained  in  Sections  6.5,  6.7 and 6.10
hereof, immediately upon the occurrence of such failure, without notice or lapse
of time),  the Lender may,  but need not,  perform or observe  such  covenant on
behalf and in the name,  place and stead of the  Borrower  (or, at the  Lender's
option,  in the  Lender's  name) and may,  but need not,  take any and all other
actions which the Lender may  reasonably  deem necessary to cure or correct such
failure (including,  without limitation,  the payment of taxes, the satisfaction
of security  interests,  liens or  encumbrances,  the performance of obligations
owed to account  debtors or other  obligors,  the procurement and maintenance of
insurance,  the  execution of  assignments,  security  agreements  and financing
statements,  and  the  endorsement  of  instruments);  and  the  Borrower  shall
thereupon pay to the Lender on demand the amount of all monies  expended and all
costs and expenses  (including  reasonable  attorneys'  fees and legal expenses)
incurred by the Lender in connection  with or as a result of the  performance or
observance  of such  agreements  or the  taking of such  action  by the  Lender,
together  with  interest  thereon  from the date  expended  or  incurred  at the
Floating Rate. To facilitate the performance or observance by the Lender of such
covenants of the Borrower,  the Borrower hereby irrevocably appoints the Lender,
or the  delegate of the Lender,  acting  alone,  as the  attorney in fact of the
Borrower (which appointment is coupled with an interest) with the right (but not
the duty)  from time to time to create,  prepare,  complete,  execute,  deliver,
endorse  or  file  in the  name  and on  behalf  of the  Borrower  any  and  all
instruments,  documents, assignments, security agreements, financing statements,
applications  for insurance  and other  agreements  and writings  required to be
obtained,  executed,  delivered or endorsed by the  Borrower  under this Section
6.11.

         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.  Borrower will for the fiscal quarter ending January 31,
1997  achieve a minimum  Net  Income of Five  Hundred  Thirty  Thousand  Dollars
($530,000). Thereafter, Borrower will, as of the last day of each fiscal quarter
beginning with the quarter  ending April 30, 1997,  achieve a minimum Net Income
as follows:

          $500,000  for the fiscal  quarter  ending  April 30;  
          $550,000 for the fiscal quarter ending July 31;
          $550,000 for the fiscal quarter ending October 31; and
          $600,000 for the fiscal quarter ending January 31.

         Section  6.13 Net  Worth  Covenant.  "Net Worth" means the net worth of
Borrower determined in accordance with generally accepted accounting  principles
consistent with those used in preparing Borrower's most recent consolidating and
consolidated  audited  financial  
                                       28
<PAGE>
statement.  Subject to periodic increases as listed below,  Borrower will at all
times from and after January 31, 1997 maintain a minimum book Net Worth of Seven
Million Two Hundred  Thousand  Dollars  ($7,200,000)  as of the last day of each
calendar month. So long as this Agreement  remains in effect,  such 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 $500,000 for the fiscal quarter ending April 30;
          Increase of $550,000 for the fiscal quarter ending July 31;
          Increase of $550,000 for the fiscal quarter ending October 31; and
          Increase of $600,000 for the fiscal quarter ending January 31.

                                   ARTICLE VII

                               Negative Covenants
                               ------------------

         So long as the Note shall remain unpaid,  the Credit  Facility shall be
outstanding or any Letter of Credit shall be  outstanding,  the Borrower  agrees
that, without the prior written consent of the Lender:

         Section 7.1 Liens.  The  Borrower  will not create,  incur or suffer to
exist any mortgage,  deed of trust, pledge, lien, security interest,  assignment
or transfer upon or of any of its assets,  now owned or hereafter  acquired,  to
secure  any  indebtedness;   excluding,  however,  from  the  operation  of  the
foregoing:

                  (a)  mortgages,  deeds  of  trust,  pledges,  liens,  security
interests and  assignments in existence on the date hereof and listed in Exhibit
C hereto,  securing  indebtedness for borrowed money permitted under Section 7.2
hereof;

                  (b)      the Security Interests; and

                  (c)  purchase  money  security   interests   relating  to  the
acquisition  of machinery  and equipment of the Borrower so long as the Borrower
is in, and maintains,  compliance  with every other provision of this Agreement.
Notwithstanding any contrary provision in this Agreement, Borrower will not seek
or receive any credit terms from IBM or permit any perfected  security  interest
in the Collateral in favor of IBM.

         Section 7.2 Indebtedness.  The Borrower will not incur, create,  assume
or permit to exist any  indebtedness  or  liability  on account of  deposits  or
advances or any  indebtedness  for borrowed money, or any other  indebtedness or
liability evidenced by notes, bonds, debentures or similar obligations, except:

                  (a)      indebtedness arising hereunder;

                  (b)  indebtedness  of the  Borrower in  existence  on the date
hereof and listed in Exhibit C hereto; and
                                       29
<PAGE>
                  (c)  indebtedness  relating to liens  permitted in  accordance
with Section 7.1(c) hereof.

         Section  7.3  Guaranties.  The  Borrower  will not  assume,  guarantee,
endorse or otherwise  become directly or contingently  liable in connection with
any obligations of any other Person, except:

                  (a) the endorsement of negotiable  instruments by the Borrower
for deposit or  collection  or similar  transactions  in the ordinary  course of
business; and

                  (b)  guaranties,  endorsements  and other direct or contingent
liabilities in connection  with the obligations of other Persons in existence on
the date hereof and listed in Exhibit C hereto.

         Section 7.4 Investments and Subsidiaries.

                  (a) The Borrower  will not purchase or hold  beneficially  any
stock or other  securities  or evidences of  indebtedness  of, make or permit to
exist any loans or advances to, or make any  investment  or acquire any interest
whatsoever in, any other Person,  including  specifically but without limitation
Cyclone Software Corporation, an Arizona corporation or any partnership or joint
venture, except:

                           (1)  investments in direct  obligations of the United
States of America or any agency or  instrumentality  thereof  whose  obligations
constitute  full faith and credit  obligations  of the United  States of America
having  a  maturity  of one  year  or  less,  commercial  paper  issued  by U.S.
corporations  rated "A-1" or "A-2" by Standard & Poors  Corporation  or "P-1" or
"P-2" by Moody's  Investors  Service  or  certificates  of  deposit or  bankers'
acceptances  having a  maturity  of one year or less  issued by  members  of the
Federal  Reserve  System  having  deposits  in  excess  of  $100,000,000  (which
certificates of deposit or bankers' acceptances are fully insured by the Federal
Deposit Insurance Corporation);

                           (2)  travel   advances  or  loans  to  officers   and
employees  of the  Borrower  not  exceeding  at any one time an aggregate of Ten
Thousand Dollars ($10,000.00); and

                           (3)  advances  in  the  form  of  progress  payments,
prepaid rent or security deposits.

                  (b) The  Borrower  will not  create  or  permit  to exist  any
Subsidiary, other than any Subsidiary in existence on the date hereof and listed
in Exhibit B hereto.

         Section  7.5  Dividends.  The  Borrower  will  not  declare  or pay any
dividends (other than dividends  payable solely in stock of the Borrower) on any
class of its stock or make any payment on account of the purchase, redemption or
other retirement of any shares of such stock or make any distribution in respect
thereof, either directly or indirectly;  provided, however, that if the Borrower
is an S Corporation  within the meaning of the Internal Revenue Code of 1986, as
amended,  or shall become such an S Corporation  with the Lender's consent under
Section 
                                       30
<PAGE>
7.16 hereof,  and after first  providing such  supporting  documentation  as the
Lender may request,  the  Borrower  may pay  dividends in an amount equal to the
amount of state and federal  income tax which  would be due by each  shareholder
with  respect  to income  deemed to be  received  by such  shareholder  from the
Borrower as a result of the Borrower's status as an S Corporation at the highest
marginal income tax rate for federal and state (for the state or states in which
each  shareholder is liable for income taxes with respect to such income) income
tax purposes,  after taking into account any deduction for state income taxes in
calculating the federal income tax liability.

         Section  7.6  Sale  or  Transfer  of  Assets;  Suspension  of  Business
Operations.  The Borrower will not sell,  lease,  assign,  transfer or otherwise
dispose of (i) the stock of any  Subsidiary,  (ii) all or a substantial  part of
its assets,  or (iii) any  Collateral  or any interest  therein  (whether in one
transaction or in a series of  transactions)  to any other Person other than the
sale of  Inventory in the  ordinary  course of business and will not  liquidate,
dissolve or suspend  business  operations.  The Borrower  will not in any manner
transfer  any  property  without  prior or present  receipt of full and adequate
consideration.

         Section 7.7 Consolidation and Merger; Asset Acquisitions.  The Borrower
will not consolidate  with or merge into any Person,  or permit any other Person
to merge into it, or acquire (in a transaction analogous in purpose or effect to
a  consolidation  or merger)  all or  substantially  all the assets of any other
Person.

         Section 7.8 Sale and  Leaseback.  The Borrower  will not enter into any
arrangement,  directly or indirectly, with any other Person whereby the Borrower
shall sell or  transfer  any real or  personal  property,  whether  now owned or
hereafter acquired, and then or thereafter rent or lease as lessee such property
or any part thereof or any other property which the Borrower  intends to use for
substantially  the same  purpose  or  purposes  as the  property  being  sold or
transferred.

         Section 7.9  Restrictions on Nature of Business.  The Borrower will not
engage in any line of business materially  different from that presently engaged
in by the Borrower and will not purchase,  lease or otherwise acquire assets not
related to its business.

         Section 7.10  Capital  Expenditures.  The  Borrower  will not expend or
contract  to  expend  more  than One  Million  Three  Hundred  Thousand  Dollars
($1,300,000.00)  in the  aggregate  during  any  fiscal  year,  or more than One
Million Three Hundred Thousand Dollars  ($1,300,000.00)  in any one transaction,
for the lease,  purchase or other  acquisition of any capital asset,  or for the
lease of any other asset, whether payable currently or in the future.

         Section  7.11  Accounting.  The  Borrower  will not adopt any  material
change in  accounting  principles  other than as required by generally  accepted
accounting  principles.  The Borrower  will not adopt,  permit or consent to any
change in its fiscal year.

         Section 7.12  Discounts,  etc. The Borrower will not, after notice from
the Lender,  grant any  discount,  credit or  allowance  to any  customer of the
Borrower or accept any return of goods sold, or at any time  (whether  before or
after notice from the Lender) modify, amend, 
                                       31
<PAGE>
subordinate,  cancel or terminate the  obligation of any account debtor or other
obligor of the Borrower.

         Section 7.13  Defined  Benefit  Pension  Plans.  The Borrower  will not
adopt,  create,  assume or become a party to any defined  benefit  pension plan,
unless disclosed to the Lender pursuant to Section 5.10 hereof.

         Section 7.14 Other  Defaults.  The Borrower will not permit any breach,
default or event of default to occur under any note, loan agreement,  indenture,
lease,  mortgage,  contract for deed,  security  agreement or other  contractual
obligation binding upon the Borrower.

         Section 7.15 Place of Business;  Name.  The Borrower  will not transfer
its chief executive  office or principal place of business,  or move,  relocate,
close or sell any business  location.  The Borrower will not permit any tangible
Collateral  or any records  pertaining  to the  Collateral  to be located in any
state or area in which,  in the event of such  location,  a financing  statement
covering  such  Collateral  would be  required  to be, but has not in fact been,
filed in order to perfect the Security  Interests.  The Borrower will not change
its name.

         Section  7.16  Organizational  Documents;  S  Corporation  Status.  The
Borrower  will  not  amend  its  certificate  of   incorporation,   articles  of
incorporation  or bylaws.  The Borrower will not become an S Corporation  within
the  meaning  of the  Internal  Revenue  Code of 1986,  as  amended,  or, if the
Borrower  already is such an S  Corporation,  it shall not change or rescind its
status as an S Corporation.

         Section 7.17 Salaries. If the Borrower is not in compliance with any of
the following sections of this Agreement: 6.5, 6.10, 6.12, 6.13, 7.1 through and
including  7.13,  and  7.19,  then  the  Borrower  will  not  pay  excessive  or
unreasonable   salaries,   bonuses,   commissions,   consultant  fees  or  other
compensation;  or increase the salary,  bonus,  commissions,  consultant fees or
other  compensation  of any director,  officer or  consultant,  or any member of
their  families,  by more than twenty  percent (20%) in any one fiscal year, for
all such  persons in the  aggregate,  or pay any such  increase  from any source
other than profits earned in the year of payment. Notwithstanding the foregoing,
the Borrower may pay bonuses which have been approved by the Borrower's Board of
Directors.

         Section 7.18 Change in  Ownership.  The Borrower will not issue or sell
any  stock  of the  Borrower  so as to  change  the  percentage  of  voting  and
non-voting stock owned by each of the Borrower's shareholders,  and the Borrower
will not  permit or suffer to occur the sale,  transfer,  assignment,  pledge or
other disposition of any or all of the issued and outstanding shares of stock of
the Borrower.

         Section 7.19  Obtaining  Credit From IBM.  The Borrower  will not seek,
receive  or accept any  credit  terms  from IBM  during the term of this  Credit
Facility. 
                                       32
<PAGE>
                                  ARTICLE VIII

                     Events of Default, Rights and Remedies
                     --------------------------------------

         Section  8.1  Events of  Default.  "Event of  Default",  wherever  used
herein, means any one of the following events:

                  (a) Default in the payment of any  interest on or principal of
the Note when it becomes due and payable; or

                  (b)  Failure to pay when due any amount  specified  in Section
2.4 hereof relating to the Borrower's Obligation of Reimbursement, or failure to
pay immediately  when due or upon termination of the Credit Facility any amounts
required to be paid for deposit in the Special Account under Section 2.5 or 2.10
hereof; or

                  (c) Default in the payment of any fees, commissions,  costs or
expenses required to be paid by the Borrower under this Agreement; or

                  (d) Default in the performance,  or breach, of any covenant or
agreement of the Borrower contained in this Agreement; or

                  (e) The  Borrower  shall be or become  insolvent,  or admit in
writing  its  inability  to pay  its or his  debts  as they  mature,  or make an
assignment  for the benefit of  creditors;  or the  Borrower  shall apply for or
consent to the appointment of any receiver,  trustee,  or similar officer for it
or him or for  all or any  substantial  part  of its or his  property;  or  such
receiver,  trustee or similar officer shall be appointed without the application
or consent of the  Borrower;  or the  Borrower  shall  institute  (by  petition,
application,   answer,   consent  or  otherwise)  any  bankruptcy,   insolvency,
reorganization,  arrangement,  readjustment of debt, dissolution, liquidation or
similar  proceeding  relating to it under the laws of any  jurisdiction;  or any
such  proceeding  shall be instituted  (by petition,  application  or otherwise)
against the Borrower; or any judgment, writ, warrant of attachment,  garnishment
or execution or similar  process shall be issued or levied against a substantial
part of the property of the Borrower; or

                  (f) A petition shall be filed by or against the Borrower under
the United States Bankruptcy Code naming the Borrower as debtor; or

                  (g) Any  representation  or warranty  made by the  Borrower in
this  Agreement,  or by the Borrower (or any of its officers) in any  agreement,
certificate,  instrument or financial statement or other statement  contemplated
by or made or delivered  pursuant to or in connection  with this Agreement shall
prove  to  have  been  incorrect  in any  material  respect  when  deemed  to be
effective; or

                  (h) The  rendering  against the Borrower of a final  judgment,
decree or order for the  payment  of money in excess of Fifty  Thousand  Dollars
($50,000.00) and the continuance of such judgment,  decree or order  unsatisfied
and in effect for any period of 30 consecutive  days
                                       33
<PAGE>
without a stay of  execution  (unless  such  judgment,  decree or order is for a
claim  covered  by  insurance  and  there  is  no  dispute  regarding  insurance
coverage); or

                  (i) A  default  under  any  bond,  debenture,  note  or  other
evidence  of  indebtedness  of the  Borrower  owed to any Person  other than the
Lender, or under any indenture or other instrument under which any such evidence
of indebtedness  has been issued or by which it is governed,  or under any lease
of any of the Premises, and the expiration of the applicable period of grace, if
any, specified in such evidence of indebtedness,  indenture, other instrument or
lease; or

                  (j) Any Reportable Event,  which the Lender determines in good
faith  might  constitute  grounds  for the  termination  of any  Plan or for the
appointment  by the  appropriate  United States  District  Court of a trustee to
administer any Plan, shall have occurred and be continuing 30 days after written
notice to such effect shall have been given to the Borrower by the Lender;  or a
trustee shall have been appointed by an appropriate United States District Court
to administer any Plan; or the Pension Benefit Guaranty  Corporation  shall have
instituted  proceedings  to  terminate  any  Plan or to  appoint  a  trustee  to
administer any Plan; or the Borrower shall have filed for a distress termination
of any Plan under Title IV of ERISA;  or the Borrower  shall have failed to make
any  quarterly  contribution  required  with  respect to any Plan under  Section
412(m) of the  Internal  Revenue  Code of 1986,  as  amended,  which the  Lender
determines in good faith may by itself, or in combination with any such failures
that the Lender may determine  are likely to occur in the future,  result in the
imposition of a lien on the assets of the Borrower in favor of the Plan; or

                  (k) An  event  of  default  shall  occur  under  any  Security
Document  or under  any  other  security  agreement,  mortgage,  deed of  trust,
assignment or other  instrument  or agreement  securing any  obligations  of the
Borrower hereunder or under any note; or

                  (l) The  Borrower  shall  liquidate,  dissolve,  terminate  or
suspend its business operations or otherwise fail to operate its business in the
ordinary  course,  or sell all or substantially  all of its assets,  without the
prior written consent of the Lender; or

                  (m) The Borrower shall fail to pay, withhold, collect or remit
any tax or tax  deficiency  when assessed or due (other than any tax  deficiency
which is being  contested in good faith and by proper  proceedings and for which
it shall have set aside on its books  adequate  reserves  therefor) or notice of
any state or federal tax liens shall be filed or issued; or

                  (n) Default in the payment of any amount owed by the  Borrower
to the Lender other than any indebtedness arising hereunder; or

                  (o) Any breach, default or event of default by or attributable
to any Affiliate under any agreement between such Affiliate and the Lender.

         Section 8.2 Rights and  Remedies.  Upon the  occurrence  of an Event of
Default or at any time  thereafter,  the Lender may  exercise  any or all of the
following rights and remedies: 
                                       34
<PAGE>
                  (a) The Lender  may,  by notice to the  Borrower,  declare the
Credit Facility to be terminated, whereupon the same shall forthwith terminate;

                  (b) The Lender may, by notice to the  Borrower,  declare to be
forthwith  due and payable the entire unpaid  principal  amount of the Note then
outstanding,  all interest accrued and unpaid thereon, all amounts payable under
this Agreement and any other  Obligations,  whereupon the Note, all such accrued
interest and all such amounts and Obligations  shall become and be forthwith due
and payable, without presentment,  notice of dishonor, protest or further notice
of any kind, all of which are hereby expressly waived by the Borrower;

                  (c) The Lender may, without notice to the Borrower and without
further  action,  apply any and all money  owing by the Lender to the  Borrower,
including  without  limitation any funds on deposit with the Lender,  whether or
not matured, to the payment of the Advances, including interest accrued thereon,
and of all other sums then owing by the Borrower hereunder,  including,  without
limitation, the Obligation of Reimbursement;

                  (d)  The  Lender  may  make  demand  upon  the  Borrower  and,
forthwith  upon such demand,  the Borrower will pay to the Lender in immediately
available funds for deposit in the Special Account pursuant to Sections 2.10 and
3.6 hereof an amount equal to the maximum aggregate amount available to be drawn
under all  Letters of Credit  then  outstanding,  assuming  compliance  with all
conditions for drawing thereunder;

                  (e) The Lender may exercise and enforce any and all rights and
remedies  available  upon default to a secured  party under the UCC,  including,
without limitation,  the right to take possession of Collateral, or any evidence
thereof,  proceeding  without judicial process or by judicial process (without a
prior hearing or notice thereof, which the Borrower hereby expressly waives) and
the right to sell,  lease or otherwise  dispose of any or all of the Collateral,
and,  in  connection  therewith,  the  Borrower  will  on  demand  assemble  the
Collateral  and make it available to the Lender at a place to be  designated  by
the Lender which is reasonably convenient to both parties;

                  (f) the  Lender  may  exercise  and  enforce  its  rights  and
remedies under the Loan Documents; and

                  (g) the  Lender may  exercise  any other  rights and  remedies
available to it by law or agreement.

Notwithstanding  the  foregoing,  upon the  occurrence  of an  Event of  Default
described in Section 8.1(f) hereof,  the entire unpaid  principal  amount of the
Note and the Obligation of  Reimbursement  (whether  contingent or funded),  all
interest  accrued  and unpaid  thereon,  all other  amounts  payable  under this
Agreement  and any  other  Obligations  shall  be  immediately  due and  payable
automatically without presentment, demand, protest or notice of any kind.

         Section 8.3 Certain Notices.  If notice to the Borrower of any intended
disposition of Collateral or any other  intended  action is required by law in a
particular instance, such notice 
                                       35
<PAGE>
shall be deemed  commercially  reasonable  if given (in the manner  specified in
Section  9.3)  at  least  ten  calendar  days  prior  to the  date  of  intended
disposition or other action.

                                   ARTICLE IX

                                  Miscellaneous
                                  -------------

         Section 9.1 No Waiver;  Cumulative Remedies. No failure or delay on the
part of the  Lender in  exercising  any  right,  power or remedy  under the Loan
Documents  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise  of any such  right,  power or remedy  preclude  any  other or  further
exercise  thereof or the exercise of any other right,  power or remedy under the
Loan Documents.  The remedies  provided in the Loan Documents are cumulative and
not exclusive of any remedies provided by law.

         Section 9.2 Amendments, Etc. No amendment, modification, termination or
waiver of any  provision of any Loan Document or consent to any departure by the
Borrower  therefrom  or any release of a Security  Interest  shall be  effective
unless  the same shall be in writing  and  signed by the  Lender,  and then such
waiver or consent shall be effective  only in the specific  instance and for the
specific  purpose for which given. No notice to or demand on the Borrower in any
case shall  entitle  the  Borrower  to any other or further  notice or demand in
similar or other circumstances.

         Section 9.3 Addresses for Notices,  Etc. Except as otherwise  expressly
provided  herein,  all  notices,  requests,  demands  and  other  communications
provided  for  under the Loan  Documents  shall be in  writing  and shall be (a)
personally  delivered,  (b) sent by first class United States mail,  (c) sent by
overnight  courier of national  reputation,  or (d) transmitted by telecopy,  in
each case addressed to the party to whom notice is being given at its address as
set forth below and, if telecopied,  transmitted to that party at its telecopier
number set forth below:

         If to the Borrower:

         Gateway Data Sciences Corporation
         3410 East University Drive, Suite 100
         Phoenix, Arizona 85034
         Telecopier:  (602) 437-6493
         Attention: Michael M. Gordon

         and

         Gateway Credit Corporation
         3410 East University Drive, Suite 100
         Phoenix, Arizona 85034
         Telecopier:  (602) 437-6493
         Attention: Michael M. Gordon
                                       36
<PAGE>
         If to the Lender:

         Norwest Business Credit, Inc.
         3300 North Central Avenue, 5th Floor
         Mail Station 9025
         Phoenix, Arizona 85012-2501
         Telecopier: (602) 263-6215
         Attention: Darcy Della Flora

or,  as to each  party,  at such  other  address  or  telecopier  number  as may
hereafter  be  designated  by such party in a written  notice to the other party
complying  as to  delivery  with the terms of this  Section.  All such  notices,
requests, demands and other communications shall be deemed to have been given on
(a) the date received if personally delivered, (b) when deposited in the mail if
delivered by mail,  (c) the date sent if sent by overnight  courier,  or (d) the
date of transmission  if delivered by telecopy,  except that notices or requests
to the Lender  pursuant to any of the  provisions of Article II hereof shall not
be effective until received by the Lender.

         Section  9.4  Financing  Statement.  A  carbon,  photographic  or other
reproduction  of this  Agreement or of any  financing  statements  signed by the
Borrower is sufficient as a financing  statement and may be filed as a financing
statement in any state to perfect the security  interests  granted  hereby.  For
this purpose, the following information is set forth:

         Name and address of Debtor:

         Gateway Data Sciences Corporation
         3410 East University Drive, Suite 100
         Phoenix, Arizona 85034
         Federal Tax Identification No. 86-0527788

         and

         Gateway Credit Corporation
         3410 East University Drive, Suite 100
         Phoenix, Arizona 85034
         Federal Tax Identification No. 86-0602189

         Name and address of Secured Party:

         Norwest Business Credit, Inc.
         3300 North Central Avenue, 5th Floor
         Mail Station 9025
         Phoenix, Arizona 85012-2501

         Section 9.5  Further  Documents.  The Borrower  will from time to  time
execute and deliver or endorse any and all instruments,  documents, conveyances,
assignments,  security agreements, financing statements and other agreements and
writings  that the 
                                       37
<PAGE>
Lender may reasonably  request in order to secure,  protect,  perfect or enforce
the Security Interests or the rights of the Lender under this Agreement (but any
failure to request or assure that the  Borrower  executes,  delivers or endorses
any  such  item  shall  not  affect  or  impair  the  validity,  sufficiency  or
enforceability  of this  Agreement  and the Security  Interests,  regardless  of
whether  any such  item was or was not  executed,  delivered  or  endorsed  in a
similar context or on a prior occasion).

         Section 9.6  Collateral.  This Agreement does not contemplate a sale of
accounts,  contract  rights or chattel  paper,  and,  as  provided  by law,  the
Borrower is entitled to any surplus and shall remain liable for any  deficiency.
The  Lender's  duty of care with respect to  Collateral  in its  possession  (as
imposed by law) shall be deemed  fulfilled  if it exercises  reasonable  care in
physically keeping such Collateral,  or in the case of Collateral in the custody
or possession of a bailee or other third person,  exercises  reasonable  care in
the  selection  of the bailee or other  third  person,  and the Lender  need not
otherwise preserve, protect, insure or care for any Collateral. The Lender shall
not be obligated  to preserve  any rights the  Borrower  may have against  prior
parties,  to realize on the  Collateral  at all or in any  particular  manner or
order or to apply any cash proceeds of the Collateral in any particular order of
application.

         Section 9.7 Costs and  Expenses.  The Borrower  agrees to pay on demand
all costs and expenses, including (without limitation) attorneys' fees, incurred
by the Lender in  connection  with the  Obligations,  this  Agreement,  the Loan
Documents,  any Letters of Credit,  and any other document or agreement  related
hereto or thereto, and the transactions  contemplated hereby,  including without
limitation  all such costs,  expenses and fees incurred in  connection  with the
negotiation,  preparation,  execution, amendment,  administration,  performance,
collection  and  enforcement  of the  Obligations  and all  such  documents  and
agreements and the creation, perfection, protection,  satisfaction,  foreclosure
or enforcement of the Security Interests.

         Section 9.8 Indemnity.  In addition to the payment of expenses pursuant
to Section 9.7 hereof and the  environmental  indemnity  pursuant to Section 6.4
hereof,  the Borrower agrees to indemnify,  defend and hold harmless the Lender,
and  any of its  participants,  parent  corporations,  subsidiary  corporations,
affiliated  corporations,  successor  corporations,  and all  present and future
officers, directors,  employees and agents of the foregoing (the "Indemnitees"),
from and against (i) any and all transfer taxes,  documentary taxes, assessments
or charges made by any  governmental  authority by reason of the  execution  and
delivery of this  Agreement  and the other Loan  Documents  or the making of the
Advances or issuance of any Letter of Credit,  and (ii) any and all liabilities,
losses, damages, penalties,  judgments, suits, claims, costs and expenses of any
kind or nature whatsoever  (including,  without limitation,  the reasonable fees
and   disbursements   of  counsel)  in   connection   with  any   investigative,
administrative or judicial proceedings,  whether or not such Indemnitee shall be
designated  a party  thereto,  which may be imposed on,  incurred by or asserted
against  such  Indemnitee,  in any manner  relating  to or arising  out of or in
connection  with the  making of the  Advances,  the  issuance  of any  Letter of
Credit,  this  Agreement and all other Loan Documents or the use or intended use
of the proceeds of the Advances or any Letter of Credit (the 
                                       38
<PAGE>
"Indemnified  Liabilities").  If any  investigative,  judicial or administrative
proceeding  arising from any of the foregoing is brought against any Indemnitee,
upon request of such  Indemnitee,  the  Borrower,  or counsel  designated by the
Borrower and satisfactory to the Indemnitee, will resist and defend such action,
suit or proceeding to the extent and in the manner  directed by the  Indemnitee,
at the  Borrower's  sole cost and  expense.  Each  Indemnitee  will use its best
efforts to cooperate in the defense of any such action,  suit or proceeding.  If
the foregoing undertaking to indemnify,  defend and hold harmless may be held to
be  unenforceable  because it violates  any law or public  policy,  the Borrower
shall nevertheless make the maximum contribution to the payment and satisfaction
of each of the Indemnified  Liabilities  which is permissible  under  applicable
law. The  obligation  of the Borrower  under this Section 9.8 shall  survive the
termination  of  this  Agreement  and  the  discharge  of the  Borrower's  other
Obligations.

         Section 9.9 Participants.  The Lender and its participants, if any, are
not partners or joint venturers,  and the Lender shall not have any liability or
responsibility  for any obligation,  act or omission of any of its participants.
All rights and powers specifically  conferred upon the Lender may be transferred
or delegated to any of the participants, successors or assigns of the Lender.

         Section 9.10 Execution in  Counterparts.  This Agreement and other Loan
Documents may be executed in any number of  counterparts,  each of which when so
executed  and  delivered  shall be  deemed  to be an  original  and all of which
counterparts, taken together, shall constitute but one and the same instrument.

         Section 9.11 Binding Effect; Assignment; Complete Agreement; Sharing of
Information.  The Loan Documents  shall be binding upon and inure to the benefit
of the  Borrower  and the Lender and their  respective  successors  and assigns,
except  that the  Borrower  shall  not  have the  right  to  assign  its  rights
thereunder  or any interest  therein  without the prior  written  consent of the
Lender. This Agreement, together with the Loan Documents, comprises the complete
and  integrated  agreement  of the  parties  on the  subject  matter  hereof and
supersedes all prior agreements,  written or oral, on the subject matter hereof.
Without  limitation  of the Lender's  right to share  information  regarding the
Borrower and its Affiliates with Lender's participants, accountants, lawyers and
other advisors,  the Lender may share at any time with Norwest Corporation,  and
all  direct  and  indirect  subsidiaries  of  Norwest  Corporation,  any and all
information the Lender may have in its possession regarding the Borrower and its
Affiliates,  and the Borrower  waives any right of  confidentiality  it may have
with respect to such sharing of such information.

         Section 9.12 Governing Law; Jurisdiction,  Venue; Waiver of Jury Trial.
The Loan  Documents  shall be governed by and construed in  accordance  with the
substantive laws (other than conflict laws) of the State of Arizona.  Each party
consents to the personal jurisdiction of the state and federal courts located in
the  State of  Arizona  in  connection  with  any  controversy  related  to this
Agreement,  waives any argument  that venue in any such forum is not  convenient
and agrees that any litigation  initiated by any of them in connection with this
Agreement  shall be venued in either  the  Superior  Court of  Maricopa  County,
Arizona, or the United States District Court, District of Arizona. 
                                       39
<PAGE>
The parties waive any right to trial by jury in any action or  proceeding  based
on or pertaining to this Agreement.

         Section  9.13  Severability  of  Provisions.   Any  provision  of  this
Agreement  which is  prohibited or  unenforceable  shall be  ineffective  to the
extent  of  such  prohibition  or  unenforceability   without  invalidating  the
remaining provisions hereof.

         Section 9.14 Headings.  Article and Section  headings in this Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.


              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
                                       40
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective  officers  thereunto duly authorized as of the date
first above written.


                                        GATEWAY DATA SCIENCES CORPORATION, an
                                         Arizona corporation


                                        By /s/ Michael M. Gordon
                                          ------------------------------
                                        Its    President
                                           -----------------------------


                                        By /s/ Vickie B. Jarvis
                                          ------------------------------
                                        Its    V.P. Finance & Treasurer
                                           -----------------------------

                                        GATEWAY CREDIT CORPORATION, an
                                         Arizona corporation


                                        By /s/ Michael M. Gordon
                                          ------------------------------
                                        Its    President
                                           -----------------------------


                                        By
                                          ------------------------------
                                        Its
                                           -----------------------------


                                        NORWEST BUSINESS CREDIT, INC.,
                                         a Minnesota corporation


                                        By /s/ Darcy Della Flora
                                          ------------------------------
                                        Its    Vice President
                                           -----------------------------
                                       41
<PAGE>
                   Exhibit A to Credit and Security Agreement

                                 REVOLVING NOTE
$3,000,000.00                                                   Phoenix, Arizona
                                                              ____________, 1997

         For value received, the undersigned, GATEWAY DATA SCIENCES CORPORATION,
an Arizona  corporation and GATEWAY CREDIT  CORPORATION,  an Arizona corporation
(jointly,  the  "Borrower"),  hereby  promise to pay on February 21, 2000 to the
order of Norwest Business Credit, Inc., a Minnesota  corporation (the "Lender"),
at its main office in Phoenix,  Arizona, or at any other place designated at any
time by the holder  hereof,  in lawful money of the United States of America and
in immediately  available  funds,  the principal sum of THREE MILLION AND N0/100
DOLLARS  ($3,000,000.00)  or, if less, the aggregate  unpaid principal amount of
all advances made by the Lender to the Borrower  pursuant to that certain Credit
and Security  Agreement  (the "Credit  Agreement")  of even date herewith by and
between the Lender and the  Borrower,  together  with  interest on the principal
amount hereunder  remaining  unpaid from time to time,  computed on the basis of
the actual number of days elapsed and a 360-day year, from the date hereof until
this Note is fully paid at the rate from time to time in effect under the Credit
Agreement.  The principal hereof and interest  accruing thereon shall be due and
payable as provided in the Credit  Agreement.  This Note may be prepaid  only in
accordance with the Credit Agreement.

         This Note is issued pursuant,  and is subject, to the Credit Agreement,
which provides,  among other things, for acceleration  hereof.  This Note is the
Note referred to in the Credit Agreement.

         This Note is  secured,  among  other  things,  pursuant  to the  Credit
Agreement  and  the  Security  Documents  as  therein  defined,  and  may now or
hereafter be secured by one or more other security agreements,  mortgages, deeds
of trust, assignments or other instruments or agreements.

         The Borrower  hereby agrees to pay all costs of  collection,  including
attorneys'  fees and legal expenses in the event this Note is not paid when due,
whether or not legal proceedings are commenced.

         The Borrower  agrees that the interest rate contracted for includes the
interest  rate set forth herein plus any other  charges or fees set forth herein
and costs and expenses  incident to this transaction paid by the Borrower to the
extent the same are deemed interest under applicable law.
                                      A-1
<PAGE>
         Presentment or other demand for payment, notice of dishonor and protest
are expressly waived.

                                        GATEWAY DATA SCIENCES CORPORATION, an
                                         Arizona corporation


                                        By____________________________
                                         Its_________________________

                                        By____________________________
                                         Its_________________________

                                        GATEWAY CREDIT CORPORATION, an
                                         Arizona corporation


                                        By____________________________
                                         Its_________________________

                                        By____________________________
                                         Its_________________________

                                      A-2