FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT


                  This  Amendment  is made as of the 23rd day of April,  1997 by
and between  GATEWAY DATA  SCIENCES  CORPORATION,  an Arizona  corporation,  and
GATEWAY CREDIT CORPORATION,  an Arizona corporation  (jointly,  the "Borrower"),
and NORWEST BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender").


                                    Recitals

                  The  Borrower  and the Lender have entered into the Credit and
Security Agreement dated as of February 21, 1997 (the "Credit Agreement").

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

                  The loan advances under the Credit  Agreement are evidenced by
the  Borrower's  Revolving  Note dated as of February 21,  1997,  in the maximum
principal  amount of  $3,000,000.00  and payable to the order of the Lender (the
"Note").

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

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

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

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

                   2. The Credit Agreement is hereby amended as follows:

                           (a)  In  section  1.1 of the  Credit  Agreement,  the
                  definition of  "Commitment"  is hereby deleted in its entirety
                  and replaced with the following definition:
<PAGE>
                           "'Commitment'   means  Three   Million  Five  Hundred
                           Thousand Dollars ($3,500,000.00),  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."

                  At the  earlier  of May 1,  1997  or the  date  of  Borrower's
                  receipt of payment from CSK,  Inc. of an invoice in the amount
                  of $1,350,000.00,  the replacement  definition of "Commitment"
                  as stated  immediately  above will be deleted in its  entirety
                  and replaced with the following definition:

                           "'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."

                           (b)  In  section  1.1 of the  Credit  Agreement,  the
                  definition  of  "Borrowing  Base"  is  hereby  deleted  in its
                  entirety and replaced with the following definition:

                           "'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 Five Hundred
                                    Thousand Dollars ($3,500,000.00), 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
                           ($500,000.00)  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.

                           "Borrower  acknowledges  and agrees  that,  as of the
                           date of the First Amendment to the Credit  Agreement,
                           the  outstanding  principal  balance of the  Advances
                           plus the L/C Amount  exceeds  the  Borrowing  Base as
                           defined in the Credit  Agreement  prior to this First
                           Amendment. This overadvance will be cured by Borrower
                           by  the  deadlines   specified   below,  by  Borrower
                           reducing the overadvance amount to the amounts stated
                           below:
                                       2
<PAGE>
<TABLE>
<CAPTION>
                           Overadvance amount to be reduced      By this date:
                           to no more than this amount:          -------------
                           ----------------------------

                                    <S>                          <C>                                                      
                                    $900,000.00                  Date of this First Amendment

                                    $500,000.00                  April 28, 1997

                                    $250,000.00                  May 5, 1997

                                            -0-                  May 9, 1997."
</TABLE>

                  At the  earlier  of May 1,  1997  or the  date  of  Borrower's
                  receipt of payment from CSK,  Inc. of an invoice in the amount
                  of  $1,350,000.00,  the  replacement  definition of "Borrowing
                  Base" as  stated  immediately  above  will be  deleted  in its
                  entirety and replaced with the following definition:

                           "'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
                                    ($3,000,000.00), 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
                           ($500,000.00)  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."

                           "Borrower  acknowledges  and agrees  that,  as of the
                           date of the First Amendment to the Credit  Agreement,
                           the  outstanding  principal  balance of the  Advances
                           plus the L/C Amount  exceeds  the  Borrowing  Base as
                           defined in the Credit  Agreement  prior to this First
                           Amendment. This overadvance will be cured by Borrower
                           by  the  deadlines   specified   below,  by  Borrower
                           reducing the overadvance amount to the amounts stated
                           below:
                                       3
<PAGE>
<TABLE>
<CAPTION>
                           Overadvance amount to be reduced      By this date:
                           to no more than this amount:          -------------
                           ----------------------------

                                    <S>                          <C>
                                    $900,000.00                  Date of this First Amendment

                                    $500,000.00                  April 28, 1997

                                    $250,000.00                  May 5, 1997

                                            -0-                  May 9, 1997."
</TABLE>

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

                   4. The  Borrower  agrees  to pay the  Lender a fully  earned,
non-refundable fee in the amount of $15,000.00 in consideration of the execution
by the Lender of this  Amendment.  Said amount  shall be advanced to  Borrower's
account under this Credit Facility with Lender on June 1, 1997.

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

                           (a)  The   Temporary   Replacement   Revolving   Note
substantially  in the form of Exhibit A hereto,  duly  executed on behalf of the
Borrower (the "Temporary Replacement Note").

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

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

                           (a)  The  Borrower  has  all   requisite   power  and
authority to execute this  Amendment and the Temporary  Replacement  Note and to
perform all of its obligations  hereunder,  and this Amendment and the Temporary
Replacement  Note have been duly  executed
                                       4
<PAGE>
and  delivered  by the  Borrower  and  constitute  the legal,  valid and binding
obligation of the Borrower, enforceable in accordance with their terms.

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

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

                   7. All references in the Credit Agreement to "this Agreement"
shall be deemed to refer to the Credit Agreement as amended hereby;  and any and
all references in the Security Documents to the Credit Agreement shall be deemed
to refer to the Credit  Agreement as amended  hereby.  Upon the  satisfaction of
each of the conditions  set forth in section 5 hereof,  the definition of "Note"
and all references  thereto in the Credit  Agreement  shall be deemed amended to
describe the Temporary  Replacement Note, which Temporary Replacement Note shall
be issued by the Borrower to the Lender in  replacement,  renewal and amendment,
but not in repayment,  of the Note. At the earlier of May 1, 1997 or the date of
Borrower's  receipt of  payment  from CSK,  Inc.  of an invoice in the amount of
$1,350,000.00, the definition of "Note" and all references thereto in the Credit
Agreement  shall be deemed  amended to describe the  Revolving  Note dated as of
February 21, 1997, which Revolving Note shall replace,  renew and amend, but not
repay, the Temporary Replacement Note.

                   8. The  execution of this  Amendment  and  acceptance  of the
Temporary  Replacement Note and any documents related hereto shall not be deemed
to be a waiver of any Default or Event of Default under the Credit  Agreement or
breach,  default  or event of  default  under  any  Security  Document  or other
document  held by the Lender,  whether or not known to the Lender and whether or
not existing on the date of this Amendment.

                   9.  The  Borrower  hereby   absolutely  and   unconditionally
releases and forever discharges the Lender, and any and all participants, parent
corporations,   subsidiary  corporations,   affiliated  corporations,  insurers,
indemnitors,  successors and assigns  thereof,  together with all of the present
and former  directors,  officers,  agents and employees of any of the foregoing,
from any and all  claims,  demands  or causes  of action of any kind,  nature or
description,  whether arising in law or equity or upon contract or tort or under
any state or federal law or  otherwise,  which the  Borrower has had, now has or
has made  claim to have  against  any such  person  for or by reason of any act,
omission,  matter,  cause or thing whatsoever arising from the beginning of time
to and including the date of this  Amendment,  whether such claims,  demands and
causes of action are matured or unmatured or known or unknown.
                                       5
<PAGE>
                  10. The Borrower  hereby  reaffirms  its  agreement  under the
Credit  Agreement  to pay or  reimburse  the  Lender on demand for all costs and
expenses  incurred by the Lender in connection  with the Credit  Agreement,  the
Security  Documents  and all other  documents  contemplated  thereby,  including
without  limitation  all  reasonable  fees and  disbursements  of legal counsel.
Without  limiting the  generality of the  foregoing,  the Borrower  specifically
agrees  to pay all fees and  disbursements  of  counsel  to the  Lender  for the
services  performed by such counsel in connection  with the  preparation of this
Amendment and the  documents and  instruments  incidental  hereto.  The Borrower
hereby  agrees that the Lender may, at any time or from time to time in its sole
discretion and without further authorization by the Borrower, make a loan to the
Borrower under the Credit Agreement,  or apply the proceeds of any loan, for the
purpose of paying any such fees,  disbursements,  costs and expenses and the fee
required under section 4 hereof.

                  11.  This   Amendment   may  be  executed  in  any  number  of
counterparts,  each of which when so executed and  delivered  shall be deemed an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.

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

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

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

                                        GATEWAY DATA SCIENCES
                                        CORPORATION, an Arizona corporation

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

                                        Printed Name: Michael M. Gordon
                                                     -----------------------

                                         Its  President
                                             -------------------------------

                                        GATEWAY CREDIT CORPORATION,
                                        an Arizona corporation

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

                                        Printed Name: Michael M. Gordon
                                                     -----------------------

                                         Its  President
                                             -------------------------------
                                       6
<PAGE>
                                        NORWEST BUSINESS CREDIT, INC.,
                                        a Minnesota corporation


                                        By  /s/ Darcy Della Flora
                                           ---------------------------------

                                        Printed Name: Darcy Della Flora
                                                     -----------------------

                                         Its  Vice President
                                             -------------------------------
<PAGE>
                      TEMPORARY REPLACEMENT REVOLVING NOTE

$3,500,000.00                                                   Phoenix, Arizona
                                                                April 23, 1997


                  For value  received,  the  undersigned,  GATEWAY DATA SCIENCES
CORPORATION, an Arizona corporation,  and GATEWAY CREDIT CORPORATION, an Arizona
corporation  (jointly,  the "Borrower"),  hereby promises 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 FIVE HUNDRED  THOUSAND AND NO/100 DOLLARS  ($3,500,000.00)  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")  dated as of  February  21,  1997 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.

                  At the  earlier  of May 1,  1997  or the  date  of  Borrower's
receipt of payment from CSK, Inc. of an invoice in the amount of  $1,350,000.00,
the Revolving Note dated as of February 21, 1997 shall replace, renew and amend,
but not repay, this Temporary Replacement Revolving Note.

                                        GATEWAY DATA SCIENCES CORPORATION,
                                        an Arizona corporation


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

                                        Printed Name: Michael M. Gordon
                                                     -----------------------

                                         Its  President
                                             -------------------------------


                                        GATEWAY CREDIT CORPORATION,
                                        an Arizona corporation


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

                                        Printed Name: Michael M. Gordon
                                                     -----------------------

                                         Its  President
                                             -------------------------------