Exhibit 10.32


                      AMENDED AND RE-STATED LOAN AGREEMENT


               THIS  AGREEMENT  made and  entered  into this first day of March,
2000,  by and  between  EXIGENT  INTERNATIONAL,  INC.,  a  Delaware  corporation
("Exigent"),  eXGNT, INC., a Delaware corporation  ("eXGNT"),  FOTOTAG,  INC., a
Delaware  corporation  ("Fototag"),   GEC  ACQUISITION  CORPORATION,   a  Nevada
corporation ("Acquisition"), GEC NORTH AMERICA CORPORATION, a Nevada corporation
("GEC"),  MIDDLEWARE  SOLUTIONS,  INC.,  a  Nevada  corporation  ("Middleware"),
SOFTWARE TECHNOLOGY, INC., a Florida corporation ("Borrower") and THE HUNTINGTON
NATIONAL BANK, whose address is 685 S. Babcock Street, Melbourne,  Florida 32901
(the "Lender"). eXGNT, Fototag,  Acquisition, GEC, and Middleware, are sometimes
referred  to  collectively  as the "Other  Subsidiaries".  Exigent and the Other
Subsidiaries are sometimes referred to collectively as the "Guarantors".


                              W I T N E S S E T H:


                  WHEREAS,  on  December  31,  1998  Borrower  completed  a loan
transaction  with  Lender for a revolving  line of credit loan in the  principal
amount of THREE MILLION DOLLARS  ($3,000,000.00)  (the  "Revolving  Loan") and a
term loan in the principal  amount of FIVE HUNDRED  ELEVEN  THOUSAND ONE HUNDRED
ELEVEN and 22/100 DOLLARS  ($511,111.22) (the "Term Loan").  (The Revolving Loan
and the Term Loan are collectively referred to as the "Loan").

                  WHEREAS,  Borrower,  Guarantors  and Lender wish to enter into
this  Agreement in order to amend and re-state the terms and  conditions  of the
Loan.

                  NOW,  THEREFORE,  in  consideration  of the premises set forth
above and the sum of TEN DOLLARS  ($10.00)  each to the other in hand paid,  the
receipt and sufficiency of which is hereby  acknowledged,  Borrower,  Guarantors
and Lender do hereby agree as follows:


                                    ARTICLE I
                                 LOAN DOCUMENTS


                  Prior  to  any  disbursements,   Borrower  shall  execute  and
deliver,  or cause  to be  executed  and  delivered,  to  Lender  the  following
documents (hereinafter collectively and together with this Agreement referred to
as "Loan Documents"), all in a form satisfactory to Lender:

                  A. Assignment of Loan Documents, Allonge Endorsements to Notes
and UCC-3 Assignments to be executed by SunTrust, N.A. to Lender.

                           1. For Line of Credit in the amount of $l,800,000.00.

                           2. For Term Loan with a current  principal balance of
$66,666.74.

                           3. For Term Loan with  current  principal  balance of
$444,444.48.

                  B.   Notes.

                           1. Interim Promissory Note for Line of Credit of even
date  herewith  payable  to the order of Lender  executed  by  Borrower,  in the
principal amount of ONE MILLION TWO HUNDRED THOUSAND AND 00/100  ($1,200,000.00)
DOLLARS.



<PAGE>



                                                            21

                           2. Consolidation Note for Line of Credit of even date
herewith payable to the order of the
Lender executed by Borrower, in the principal amount of THREE MILLION AND 00/100
($3,000,000.00) DOLLARS.

                           3.  Consolidation  Note for Term  Loans of even  date
herewith payable to the order of the
Lender  executed by Borrower,  in the  principal  amount of FIVE HUNDRED  ELEVEN
THOUSAND ONE HUNDRED ELEVEN AND 22/100 ($511,111.22) DOLLARS.

                           (Each of these notes are collectively  referred to as
"Notes".)

                  C. Uniform  Commercial  Code-Financing  Statements  (Local and
State). Uniform Commercial  Code-Financing Statements (local and state) covering
all of Borrower's  assets  including,  but not limited to: accounts,  inventory,
deposit accounts, general intangibles,  contract rights, leasehold improvements,
machinery,  equipment,  intellectual property,  instruments,  documents, chattel
paper, trade names, trademarks and patents.

                  D. Opinion of  Borrower's  Counsel.  An opinion of counsel for
Borrower and Guarantor (as hereinbelow defined) licensed in the State of Florida
shall be furnished to Lender prior to closing to the effect that: (a) all of the
Loan  Documents  are valid and  enforceable  and  legally  convey to and vest in
Lender all of the  rights  therein  stated and  purported  to be  conveyed;  (b)
Borrower  and  any  Guarantor  are   corporations   in  good  standing  and  all
requirements  of the corporate  documents  governing  Borrower and any Guarantor
have been complied with to authorize and complete the Loan; (c) Borrower and any
Guarantor have the full right and legal authority to carry out the terms of this
Agreement and any documentation to be executed  pursuant to this Agreement;  and
(d) Such opinion  letter shall address such other  matters  included in Lender's
Request for Opinion Letter.

                  E. Guaranties.  The unqualified and unconditional  guaranty of
Exigent, eXGNT, Acquisition, Fototag, Middleware, and GEC.

                  F.  Security  Agreement.   As  security  for  payment  of  the
indebtedness  evidenced by the Notes,  the Borrower shall execute and deliver to
the Lender a Security Agreement of even date herewith (the "Security Agreement")
pursuant to which the Borrower shall grant the Lender a first security  interest
in all of the  assets  of the  Borrower  described  in the  Security  Agreement.
Borrower agrees that all of the  Liabilities of Borrower  arising under the Loan
Agreement shall be secured by the Collateral.  Borrower  further agrees that the
Lender shall have sole discretion as to the manner of application of the sale or
the  disposition  of the Collateral and shall be entitled to conduct one or more
sales of the  Collateral in addition to all other rights and remedies  contained
herein. As additional security for payment of the indebtedness evidenced by this
Loan, the Guarantors  shall execute an  unconditional  guarantee in favor of the
Lender described in Paragraph E. above.

                  G. Other Documents. Such other documents as may be required by
Lender in accordance  with the terms of the Loan  Commitment  dated  December 9,
1998  executed  by  Lender  and  Borrower  in  connection  with the Loan  ("Loan
Commitment").

                  H. Definitions.  Certain definitions of terms utilized in this
Agreement are included in Exhibit 1, Definitions, commencing on page 20 hereof.


                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES


                  In order to induce the Lender to make the Loan,  the  Borrower
and Guarantors make the following representations and warranties:


<PAGE>


                  A. Borrower is a corporation  duly organized,  existing and in
good  standing  under the laws of the State of  Florida,  and has the  corporate
power to own property and to carry out its businesses now being  conducted,  and
is duly qualified as a foreign  corporation to do business in every jurisdiction
in the United  States of America in which the nature of its business  makes such
qualification necessary and is in good standing in such jurisdictions.  Exigent,
eXGNT and Fototag are corporations duly organized, existing and in good standing
under the laws of the State of Delaware.  Middleware,  Acquisition,  and GEC are
corporations duly organized, existing and in good standing under the laws of the
State of Nevada.  Borrower,  Fototag,  eXGNT,  Middleware  and  Acquisition  are
wholly-owned  subsidiaries  of  Exigent.  GEC is a  wholly-owned  subsidiary  of
Acquisition.

                  B. Borrower is duly authorized under all applicable provisions
of law to execute and deliver the Notes and to execute,  deliver and perform the
Loan  Agreement and the Security  Agreement,  all  corporate  action on its part
required for the lawful  execution,  delivery and  performance  thereof has been
duly taken and the Loan Agreement,  the Security  Agreement and the Notes,  upon
the due  execution  and  delivery  thereof,  will be the valid  and  enforceable
instruments and obligations of Borrower in accordance with their terms.  Neither
the execution of the Loan Agreement,  the Security Agreement nor the creation or
issuance  of  the  Notes,  nor  the  fulfillment  of or  compliance  with  their
provisions  and terms will  conflict  with,  or result in a breach of the terms,
conditions or  provisions  of, or constitute a violation of or default under any
applicable law,  regulation,  order,  writ or decree of the charter or bylaws of
the Borrower or any agreement or instrument to which  Borrower is now a party or
create any lien,  charge or  encumbrance  upon any of the  property or assets of
Borrower  pursuant to the terms of any agreement or instrument to which Borrower
is a party or by which it is bound other than the security interest contemplated
hereby.

                  C.  No  written  approval  of  any  federal,  state  or  local
governmental  authority  is  necessary  to  carry  out  the  terms  of the  Loan
Agreement,  the Security  Agreement or the Note and no consents or approvals are
required  in the  making or  performance  of the Loan  Agreement,  the  Security
Agreement or the Notes.

                  D. Except as  previously  disclosed to Lender in writing,  the
audited  consolidated  balance  sheet  of the  Borrower  and  Guarantors,  as of
December 31, 1998,  is true and correct and the  consolidated  balance  sheet of
Borrower and Guarantors,  dated as of September 30, 1999, and related  statement
of income for the quarter then ended,  a copy of which has been  provided to the
Lender, is true and correct,  subject to normal, year end adjustments and fairly
presents  the  financial  condition  of  the  Borrower  and  Guarantors,  all in
accordance with Generally Accepted Accounting  Principles ("GAAP")  consistently
applied and since  September 30, 1999, no material  adverse change in Borrower's
and  Guarantors'   financial  condition  or  business  operation  has  occurred.
Provided,  however,  that  Lender  acknowledges  that  Acquisition  was  not  in
existence  until after  September 30, 1999 and that GEC's  financial  statements
previously have not been prepared in accordance with GAAP.

                  E. Except as previously disclosed to Lender in writing,  there
are no pending or threatened actions or proceedings before any court, arbitrator
or governmental or administrative body or agency which may materially  adversely
affect the  properties,  business  or  condition,  financial  or  otherwise,  of
Borrower or Guarantors or in any way adversely  affect or call into question the
power and the  authority of Borrower or  Guarantors to enter into or perform the
Loan Agreement, the Notes or the Security Agreement.



<PAGE>


                  F. No part of the  proceeds of advances  made  pursuant to the
Loan Agreement  will be or have been used to purchase or carry,  or to reduce or
retire any loan  incurred to purchase or carry,  any margin  stocks  (within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System)
or to extend credit to others for the purpose of purchasing or carrying any such
margin stocks.  Borrower is not engaged in the business of extending  credit for
the purpose of purchasing or carrying  such margin  stocks.  If requested by the
Lender,  Borrower shall furnish to the Lender,  in connection with the loan made
hereunder,  a statement in conformance  with the requirements of Federal Reserve
Form U-l referred to in said Regulation. In addition, no part of the proceeds of
the loan  made  hereunder  will be used for the  purchase  of  commodity  future
contracts  (or margins  therefor for short sales) for any commodity not required
for the normal raw material inventory of the Borrower.

                  G. Borrower and  Guarantors as a  consolidated  entity are now
solvent and able to pay their debts as they mature and Borrower  and  Guarantors
collectively  now own  property  whose fair  salable  value is greater  than the
amount required to pay their Indebtedness.

                  H.  Borrower  has not  incurred  any  material or  accumulated
funding deficiency within the meaning of the Employee Retirement Income Security
Act of  1974 or any  liability  to the  Pension  Benefit  Guarantee  Corporation
established  under  such  Act (or  any  successor  thereto  under  such  Act) in
connection  with any employee  benefit plan  established  or  maintained  by the
Borrower.

                  I. Each of the  representations and warranties of the Borrower
contained in the Security  Agreement are hereby reaffirmed in all respects as of
the date hereof.

                  J.  Neither  this  Loan  Agreement  nor any  other  Agreements
contain any  misrepresentation or untrue statement of fact or omits to state any
material  fact  necessary to make any of such  agreements,  reports,  schedules,
certificates or instruments not misleading.

                  K. Borrower has good,  indefeasible and merchantable  title to
the  Collateral,  free and clear of all liens,  claims,  security  interests and
encumbrances  except as included on the balance sheet or otherwise  disclosed to
Lender in writing.

                  L. Borrower have good and  marketable  title to its properties
and assets,  including the properties and assets  reflected in the balance sheet
described above,  except for such assets as have been disposed of since the date
of said  financial  statements as no longer used or useful in the conduct of its
business or as have been disposed of in the ordinary course of business, and all
such properties and assets are free and clear of all liens, mortgages,  pledges,
encumbrances  or charges  except as included on the balance  sheet or  otherwise
disclosed to Lender in writing.

                  M. Except as disclosed to Lender in writing,  neither Borrower
nor Guarantors are parties to nor are they bound by any contract or agreement or
subject to any charter or other corporate  restrictions  which adversely  affect
the business,  properties or condition,  financial or otherwise,  of Borrower or
Guarantors except as disclosed in the financial statements  referenced above and
notes thereto.

                  N. Borrower and Guarantors  own,  possess or have the right to
use all necessary patents, licenses, trademarks,  trademark rights, trade names,
trade name rights and  copyrights  material to the conduct of its businesses now
conducted,  without known conflict with any patent,  license,  trademark,  trade
name or copyright of any other Person.

                  The  effectiveness  of this Loan Agreement shall be subject to
the continuing  accuracy of all  representations  and warranties of the Borrower
and Guarantors contained herein.  Borrower and Guarantors covenant,  warrant and
represent to the Lender that all  representations and warranties of Borrower and
Guarantors  contained  in this  Loan  Agreement  shall  be  true at the  time of
execution of the Loan  Agreement and the Other  Agreements and shall survive the
execution,  delivery  and  acceptance  thereof by the  parties  thereto  and the
closing of the transactions described therein or related thereto.


<PAGE>



                                   ARTICLE III
                              CONDITIONS OF CLOSING


                  The  effectiveness  of the Loan Agreement  shall be subject to
the fulfillment of the following conditions precedent to the first advance under
the Loan:

                  A. Borrower and Guarantors  shall have delivered to the Lender
the fully executed Security  Agreement,  Notes,  financing  statements and other
letters,  instruments and documents as Lender shall require,  including, but not
limited to, a  Certificate  of good  standing  of the  Borrower  and  Guarantors
certified by the Secretary of State or other appropriate  governmental authority
accompanied  by a  certificate  from the  appropriate  officer of  Borrower  and
Guarantors certifying that the copy attached to such certificate of the Articles
of  Incorporation  is complete and that the Articles of  Incorporation  have not
been amended, annulled,  rescinded or revoked since the date they were certified
by the Secretary of State or other appropriate governmental authority, a copy of
the  bylaws of the  Borrower  and  Guarantors  in effect on the date of the Loan
Agreement  accompanied by a certificate from an appropriate  officer of Borrower
and  Guarantors  that the copy is true and complete and that the Bylaws have not
been amended, annulled, rescinded or revoked since the date of the Bylaws or the
last amendment reflected in the copy, if any, and a certificate of the Secretary
certifying  the  names  and  true  signatures  of the  Borrower  and  Guarantors
authorized to sign the Loan Agreement, the Security Agreement, the Notes and any
Other Agreements to be executed and delivered hereunder.

                  B. The Borrower and Guarantors shall provide the Lender with a
list(s) of all Indebtedness at the time of closing.

                  C. All instruments and documents  incident to the issuance and
delivery of the Notes shall be reasonably  satisfactory in form and substance to
the Lender and Lender's  counsel and the Lender shall have received the executed
Loan  Agreement,  the Security  Agreement and all other  documents  which it may
reasonably request in connection therewith and copies of resolutions of Borrower
and Guarantors authorizing the transactions  contemplated by the Loan Agreement,
such  resolutions  and other  documents,  when  appropriate,  to be certified by
appropriate corporate or governmental authorities.

                  D. The Lender  shall have  received  the  Guaranty  Agreements
executed by the Guarantors.


                                   ARTICLE IV
                              AFFIRMATIVE COVENANTS


                  The Borrower and each  Guarantor  further agrees that, so long
as any  Liabilities  remain unpaid to Lender,  it will comply with the following
requirements:

                  A. As soon as practicable, in any event within forty-five (45)
days after the end of each calendar  quarter of each calendar  year,  deliver or
cause to be delivered to the Lender a consolidated balance sheet of Borrower and
Guarantors as at the last day of such quarter and related consolidated statement
of  income  for  such  quarter  and  cumulative  year to date for  Borrower  and
Guarantors,  setting  forth  in  each  case  comparative  form  figures  for the
corresponding  period in the preceding  calendar Year, all in reasonable  detail
certified  by an  authorized  officer  of  Borrower  to have  been  prepared  in
accordance with Generally Accepted Accounting Principles applied on a consistent
basis, subject to changes resulting from normal year-end adjustments.



<PAGE>


                  B. As soon as practicable  and in any event within ninety (90)
days after the end of each Fiscal Year, deliver to the Lender (i) a consolidated
balance sheet of Borrower and  Guarantors as at the end of such Fiscal Year, and
related  consolidated  statements of income and retained earnings and changes in
financial  position for such Fiscal Year, setting forth in each case comparative
form figures for the  corresponding  period in the preceding Fiscal Year, all in
reasonable  detail and  satisfactory in scope to the Lender and certified by and
containing an unqualified opinion of a nationally recognized firm of independent
certified public accountants,  and (ii) management letters, if any, delivered to
the Borrower by such  independent  certified public  accountants,  in connection
with their examination of such financial statements.

                  C.  Together  with each  delivery of those  items  required by
Paragraphs A. and B., above,  Borrower  shall deliver to the Lender an officer's
certificate setting forth: (i) to the best of his knowledge,  Borrower has kept,
observed,  performed  and  fulfilled  each and every  agreement  binding  on and
contained  in this  Loan  Agreement  and is not at the  time in  default  of the
keeping, observance,  performance or fulfillment of any of the terms, provisions
and conditions hereof, and (ii) that no Default or Event of Default, as has been
specified  below,  has  occurred or  specifying  all such  Defaults or Events of
Default which they may have knowledge.

                  D.  With  reasonable   promptness,   deliver  such  additional
financial  or other  date as the Lender may  reasonably  request.  The Lender is
hereby  authorized  to deliver a copy of any  financial  statements or any other
information  relating to the business  operations or financial  condition of the
Borrower and  Guarantors  which may be furnished to it or come to its  attention
pursuant to this Loan Agreement or otherwise,  to any regulatory  body or agency
having  jurisdiction over the Lender or to any Person which shall, or shall have
the right or obligation,  to succeed to all or any part of the Lender's interest
in the Notes or Other Agreements.

                  E. Promptly pay or cause to be paid all taxes, assessments and
other  governmental  charges  that may  lawfully be levied or assessed  upon the
income or profits of Borrower; provided, however, Borrower shall not be required
to pay any such tax,  assessment,  charge, levy or claim so long as the validity
thereof  shall be actively  contested in good faith by proper  proceedings;  but
provided further that any such tax,  assessment,  charge, levy or claim shall be
paid,  stayed  or bonded  forthwith  upon the  commencement  of  proceedings  to
foreclose any lien securing the same.

                  F. Do or cause to be done all things necessary to preserve and
to keep in full force and effect its corporate existence and rights.



<PAGE>


                  G. At its  sole  cost  and  expense,  keep  and  maintain  the
Collateral  insured for its full insurable  value against loss or damage,  fire,
theft,  explosion and all other hazards and risk  ordinarily  insured against by
other owners or users of such  properties  in similar  businesses,  and maintain
adequate workers' compensation insurance,  and notify the Lender promptly of any
event or  occurrence  causing a  material  loss or  decline  in the value of the
Collateral  and the estimated (or actual,  if available)  amount of such loss or
decline. All policies of insurance shall be in form and with insurers recognized
as adequate by prudent  business  persons and all such policies shall be in such
amounts as may be satisfactory to the Lender. Upon request,  the Lender shall be
delivered  the original  (or  certified  copy) of each policy of  insurance  and
evidence of payment of all premiums  therefor.  Such policies of insurance shall
contain an endorsement,  in form and substance acceptable to the Lender, showing
loss  payable to the Lender.  Such  endorsement,  or an  independent  instrument
furnished to the Lender,  shall provide that the insurance  companies  will give
the Lender at least thirty (30) days prior written notice before any such policy
or policies of insurance shall be altered or canceled and that no act or default
of Borrower or any other  person  shall affect the right of the Borrower to loss
or  damage.  Borrower  and  Guarantors  hereby  direct all  insurers  under such
policies of insurance where loss or damage exceeds $25,000 under any such policy
of insurance to pay all proceeds payable  hereunder  directly to the Lender.  So
long as no Default or Event of Default  exists  hereunder,  at the option of the
Borrower,  in the case of insurance  proceeds arising from the loss or damage of
building and  equipment,  the  proceeds may be used to replace or restore  same.
Should the  Borrower  elect not to replace or  restore  the lost  property,  any
insurance  proceeds  shall be applied  first to any accrued  interest due to the
Lender,  then to the principal  balance of the  liabilities in such order as the
Borrower may direct.  Borrower  irrevocably makes,  constitutes and appoints the
Lender (and all officers,  employees or agents designated by the Lender) as such
Borrower's  true and lawful  attorney (and  agent-in-fact),  effective  from and
after the  occurrence  of a Default  or Event of  Default,  for the  purpose  of
making,  settling  and  adjusting  such claim under the  policies  of  insurance
(providing  that the Lender shall consult with Borrower prior to finally making,
settling or adjusting  claims under such policies of  insurance),  endorsing the
name of Borrower on any check,  draft or instrument or other item or payment for
the proceeds of such policies of insurance and for making all determinations and
decisions with respect to such policies of insurance.  In the event Borrower, at
any time or times  hereafter,  shall fail to  maintain  any of the  policies  of
insurance  required  above or to pay any  premium  in  whole or in part  related
thereto, then the Lender, without waiving or releasing any obligation or default
by Borrower  hereunder,  may (but shall be under no  obligation to do so) at any
time or times  hereafter  obtain and take any other action with respect  thereto
which the Bank deems advisable.  All sums so disbursed by the Lender,  including
reasonably  attorneys'  fees,  court costs,  expenses and other charges relating
thereto,  shall be  payable,  on demand  by  Borrower  and  shall be  additional
Liabilities  hereunder  secured by the  Collateral.  The  Lender  agrees to give
Borrower  notice  of  payment  of each and every  premium  paid by  Borrower  to
insurers as required hereunder.

                  H.  Maintain  its  property  in good order and repair and from
time to time  make all  needful  and  proper  repairs,  renewals,  replacements,
additions and improvements thereto.

                  I. Keep true books of record and account in which  full,  true
and correct entries will be made of all of its dealings and transactions and set
up on its  books  such  reserves  as  may  be  required  by  Generally  Accepted
Accounting Principles.

                  J. Conform to and duly observe all laws, regulations and other
valid  requirements  of any regulatory  authority with respect to the conduct of
its business.

                  K. Upon any officer of the  Borrower or  Guarantors  obtaining
knowledge  of a  Default  or Event of  Default  hereunder  or  under  any  other
obligation of Borrower or Guarantors,  cause such officer or individual,  as the
case may be, to  properly  deliver to the Lender a  certificate  certifying  the
nature  thereof,  the  period of  existence  thereof,  and  whatever  action the
Borrower proposes to take with respect thereto.

                  L. Upon any officer of the  Borrower or  Guarantors  obtaining
knowledge of a material  litigation,  dispute or proceedings being instituted or
threatened against Borrower or Guarantors, or any attachment, levy, execution or
other process  being  instituted  against any assets of Borrower or  Guarantors,
cause such officer or individual,  as the case may be, to promptly give the Bank
written notice of such litigation, dispute, proceeding, levy, execution or other
process.

                  M. Use it best efforts to comply with all of the  requirements
of the Employee  Retirement Income Security Act of 1974 (ERISA) applicable to it
and  furnished to the Lender a statement of the principal  financial  officer of
Borrower  describing in reasonable  detail any  Reportable  Event (as defined in
ERISA).



<PAGE>


                  N.  Continue  at all times to  maintain  its  chief  executive
offices and principal place of business at Melbourne,  Brevard County,  Florida,
except  that  the  principal  place  of  business  of GEC  may be in  Charlotte,
Mecklenburg County, North Carolina.

                  O. Maintain its primary  operating  banking  accounts with the
Lender.

                  P. With respect to the  consolidated  financial  statements of
Borrower and the  Guarantors,  maintain the  following  financial  ratios in the
amounts indicated below:

                           1. Maximum Total Liabilities  divided by Tangible Net
Worth of 3.50:l.00 at December 31, 1999, and quarterly thereafter.

                           2. Maximum Total Liabilities  divided by Tangible Net
Worth of 3.10:l.00 at June 30, 2000, and
quarterly thereafter.

                           3. Maximum Total Liabilities  divided by Tangible Net
Worth of 2.75:l.00 at December 31, 2000,
and quarterly thereafter.

                           4.  Minimum  Working  Capital  of   $2,000,000.00  at
September 30, 1999 and each quarter thereafter.

                           5. Minimum Current Ratio of l.30:l.0 at September 30,
1999 and each quarter thereafter.

                           6. Minimum Debt Service Coverage l.20 times at fiscal
year end December 31, 1999, and annually
thereafter.



                                    ARTICLE V
                               NEGATIVE COVENANTS

                  Borrower and the Other Subsidiaries covenant and further agree
that from the date hereof until payment in full the principal and interest under
the Notes, unless the Lender otherwise consents in writing, they will not:

                  A. Incur,  create,  assume or permit to exist any Indebtedness
in excess of $100,000.00  other than the  Indebtedness to the Lender (except the
$1,000,000.00  subordinated promissory note issued by Acquisition and guaranteed
by Exigent for the benefit of former GEC  shareholders  on or about  December 9,
1999).

                  B.  Incur,  create,  assume or  permit to exist any  mortgage,
pledge,  security interest,  encumbrance,  lien or other charge of any kind upon
any of its  properties or assets of any  character  under  conditional  sales or
other title  retention  agreements  in excess of  $100,000,000.00  (except those
mortgages,  liens and  security  interests  granted  in favor of the  Lender and
except the $1,000,000.00  subordinated promissory note issued by Acquisition and
guaranteed  by Exigent  for the benefit of former GEC  shareholders  on or about
December 9, 1999).

                  C. Lend or  advance  money,  credit or  property  in excess of
$50,000.00 to any employee, officer, director,  stockholder, or affiliate except
in the ordinary course of the Borrower's business.

                  D. Guarantee,  assume,  endorse or otherwise  become or remain
liable in connection  with the obligations  (including the accounts  payable) of
any other  Person,  in excess of  $50,000.00,  other  than the  endorsements  of
negotiable  instruments  in the  ordinary  course of  business  for  deposit  or
collection.

                  E. Enter into any  transaction  that  materially and adversely
affects the Collateral or Borrower's ability to repay the Liabilities or permit,
other  than in the  ordinary  course  of  business,  or agree to any  extension,
compromise  or  settlement  or make any  change or  modification  of any kind or
nature with respect to any account including any terms relating thereto.


<PAGE>


                  F. Merge or  consolidate  with any other  corporation or sell,
lease,  transfer or  otherwise  dispose of all or a  substantial  portion of its
assets, outside of the normal course of business,  except Borrower or any of the
Other Subsidiaries may merge or consolidate with any other of them.

                                   ARTICLE VI
                               SPECIFIC PROVISIONS


                  A.  Revolving  Loan  Amount.   The  maximum  principal  amount
outstanding  under the Revolving Loan at any time shall not exceed the lesser of
the  Borrowing  Base (as  defined in Exhibit 1 below) or Three  Million  Dollars
($3,000,000.00).  On or before the first  business day of each  calendar  month,
Borrower  and the Other  Subsidiaries  shall  furnish to the  Lender,  in a form
satisfactory  to the  Lender,  a current  Borrowing  Base  Certificate  with all
calculations and documentation necessary to determine the current Borrowing Base
and the Borrowing  Base set forth  therein  shall be deemed the  Borrowing  Base
until receipt and approval by Lender of a new Borrowing Base Certificate.

                  B. Revolving  Loan and Term Loan Interest Rate.  Except upon a
Default,  the interest rate for the Revolving Loan and Term Loan may be adjusted
from time to time as follows:

                           1. If Exigent's most recent Form 10Q report furnished
to Lender indicates the following  ratios:  Total Liabilities to Total Net Worth
less than  1.50:1.0  and Working  Capital in excess of  $2,500,000.00,  then the
interest rate  otherwise  stated for the Revolving  Loan (but not the Term Loan)
shall be reduced by 0.50% for the subsequent calendar quarter.

                           2. If Exigent's most recent Form 10Q report furnished
to Lender indicates the following
ratios:  Total  Liabilities  to Total Net Worth less than  1.00:1.0  and Working
Capital in excess of $3,500,000.00,  then the interest rate otherwise stated for
the  Revolving  Loan (but not the Term  Loan)  shall be reduced by 0.75% for the
subsequent calendar quarter.

                           3. For any calendar quarter,  Borrower may elect that
the applicable interest rate under
both the  Revolving  Loan and Term Loan for such  calendar  quarter  will be the
Prime  Rate or the Daily  Fluctuating  LIBO Rate plus  2.50% (as such  terms are
defined in the Notes) by providing  written notice of such election to Lender at
least  fifteen  (l5) days prior to the end of the  preceding  calendar  quarter;
otherwise, the applicable interest rate for the preceding calendar quarter shall
continue to be the applicable interest rate for the subsequent calendar quarter.

                  C. Borrower shall provide to Lender the following:

                           (1)      Quarterly,   10Q   reports  of  Exigent  and
                                    management  reports including balance sheet,
                                    income   statement  and  statement  of  cash
                                    flows,  conforming to GAAP and prepared on a
                                    consolidated basis.

                           (2)      Quarterly,  contract status report detailing
                                    government  and  non-government   contracts,
                                    contract value, estimated profit,  estimated
                                    costs,  costs  to  date,  cost to  complete,
                                    percent  complete,   actual  earnings,   and
                                    amount billed.

                           (3)      Annually, projected financial statements for
                                    the next  fiscal  year  prepared on not less
                                    than a quarterly basis.

                           (4) All borrowing  base reports as normally  reported
for other debt.



<PAGE>


                                   ARTICLE VII
                                     DEFAULT


                  If  any  one or  more  of the  following  events  (hereinafter
referred to as "Events of Default") shall occur:

                  A.       Borrower  defaults in the payment of the  Liabilities
when due and payable or declared  due and payable; or

                  B.  Borrower  defaults in the payment of principal or interest
on any other  Liability,  including  any  guarantee of  indebtedness  of another
Person,  beyond  any period of grace  provided  with  respect  thereto or in the
performance of any other agreement, term or condition contained in any agreement
under which any such  Indebtedness is created,  if the effect of such default is
to cause or permit the holder or holders of such  Indebtedness  (or a trustee on
behalf of such holder or holders) to cause such Indebtedness to become due prior
to its stated maturity; or

                  C. Borrower or any Guarantor  defaults in the  performance  or
observance of any agreement or covenant  contained herein or contained in any of
the Other Agreements; or

                  D. Any  representation  or  warranty  made by  Borrower or any
Guarantor  herein or in any writing  furnished in connection with or pursuant to
this Loan Agreement or any Other  Agreements shall be false or misleading in any
material respect on the date as of which made; or

                  E. The  liquidation or dissolution of Borrower,  or suspension
of the business of Borrower or filing by Borrower of a voluntary  petition or an
answer seeking  reorganization,  arrangement or readjustment of its debts or for
any other  relief  under the  Bankruptcy  Code,  as  amended  or under any other
insolvency act or law, state or federal, now or hereafter existing, or any other
action of Borrower  indicating its consent to,  approval of, or  acquiescence in
any such  petition  or  proceeding  the  application  by  Borrower  for,  or the
appointment by consent or acquiescence  of, a receiver,  trustee or custodian of
Borrower, for all or substantial part of its property; the making by Borrower of
an  assignment  for the benefit of  creditors;  the inability of Borrower or the
admission by Borrower in writing of its ability to pay its debts as they mature;
or

                  F. The filing of an involuntary  petition  against Borrower in
bankruptcy seeking reorganization, arrangement, readjustment of its debts or for
any other  relief  under the  Bankruptcy  Code,  as amended,  or under any other
insolvency  act or law,  state or federal,  now or  hereafter  existing;  or the
involuntary  appointment of a receiver, a trustee or a custodian of Borrower for
all or a  substantial  part  of its  property;  the  issuance  of a  warrant  of
attachment,  execution or a similar process against any substantial  part of the
property of Borrower and the continuance of any such foregoing  events for sixty
(60) days undismissed or undischarged; or

                  G. Any order is entered  in any  proceeding  against  Borrower
decreeing  the  dissolution  or split up of Borrower  and such order  remains in
effect more than sixty (60) days; or

                  H.  Any  report,  certificate,  financial  statement  or other
instrument  delivered  to the  Lender by or in behalf  of  Borrower  is false or
misleading in any material respect at the time given; or



<PAGE>


                  I. An uninsured final judgment,  which with other  outstanding
uninsured  final  judgments  against  Borrower  exceeds an aggregate of $100,000
shall be  rendered  against  Borrower  and within  thirty  (30) days after entry
thereof such judgment shall not have been discharged or executed  thereof stayed
pending  appeal,  or if within thirty (30) days after the expiration of any such
stay such judgment shall not have been discharged,  then at any time thereafter,
the Lender may, at its option, declare the Notes and all other Liabilities owing
by the Borrower to the Lender to be forthwith  due and  payable,  whereupon  the
Notes and any other such  Liabilities  shall  forthwith  become due and payable,
without presentment,  demand,  protest or other notice of any kind, all of which
are expressly  waived,  anything  contained herein or in the Other Agreements to
the contrary notwithstanding, and in addition the Lender may immediately proceed
to foreclose all or part of its liens on or security  interest in the Collateral
and apply the  proceeds  of such  foreclosure  against the  Liabilities  secured
thereby in such manner as it shall elect and exercise its rights under the Other
Agreements  and to do all other things  provided for by law or by this Agreement
or by the Other Agreements.


                                  ARTICLE VIII
                               GENERAL PROVISIONS


                  A. The Borrower further agrees to reimburse the Lender for all
costs  and  out-of-pocket  expenses,  including  fees  of the  Lender's  special
counsel,  incurred in  connection  with the  preparation,  execution,  delivery,
modification,  waiver and amendments of this Loan  Agreement,  the Notes and the
related  documentation,  and also all reasonable expenses incurred by the Lender
(including  reasonable  attorneys'  fees) in the collection of any  Indebtedness
incurred hereunder in the event of default by Borrower.

                  B. Borrower agrees to pay any and all documentary,  intangible
stamp or excise  taxes now or after  payable in  respect of the Loan,  this Loan
Agreement or Other Agreements or any  modifications  thereof and hold the Lender
harmless with respect  thereto.  The Borrower further agrees that the Lender may
deduct from any advance the amount of any such  documentary or intangible  stamp
tax payable with respect to such  advance,  the decision of the Lender as to the
amount  thereof to be  conclusive,  absent  manifest  error.  Borrower gives the
Lender the  authority to debit its accounts  maintained  with the Lender for any
principal, interest, fees or other Liabilities becoming due hereunder.

                  C. This Loan Agreement sets forth the entire understanding and
agreement  of the parties  hereto in relation to the subject  matter  hereof and
supersedes any prior  negotiations  and agreements among the parties relative to
such subject matter. No promise, condition,  representation or warranty, express
or implied,  not herein set forth shall bind any party hereto,  and none of them
has relied on any such promise,  condition,  representation or warranty. Each of
the parties hereto acknowledges that, except as in this Loan Agreement otherwise
expressly  stated,  no  representations,  warranties or commitments,  express or
implied,  have been made by any other  party to the other.  None of the terms or
conditions of this Loan Agreement may be changed,  modified,  waived or canceled
orally or  otherwise,  except by  writing,  signed  by all the  parties  hereto,
specifying  such change,  modification,  waiver or cancellation of such terms or
conditions, or of any preceding or succeeding breach thereof.

                  D.  Notwithstanding  any other provision herein, the aggregate
interest  rate  charged  under  the  Notes,  including  all  charges  or fees in
connection  therewith  deemed in the nature of interest under Florida law, shall
not exceed the maximum  rate  allowed by law.  In the event the stated  interest
rate on the Notes  together with any other charge or fee deemed in the nature of
interest exceeds the maximum legal rate, then the Lender shall have the right to
make such adjustments as are necessary to reduce the aggregate  interest rate to
the maximum  legal rate.  The Borrower  waives any right to prior notice of such
adjustment  and further  agrees that such  adjustment  may be made by the Lender
subsequent to  notification  from Borrower that the aggregate  interest  charged
exceeds the maximum legal rate.



<PAGE>


                  E. This Loan Agreement,  the Security  Agreement and the Notes
issued hereunder shall be governed in all respects by the laws of Florida.

                  F.  Should  any  one or more of the  provisions  of this  Loan
Agreement be determined to be illegal or  unenforceable as to one or more of the
parties, all other provisions nevertheless shall remain effective and binding on
the parties hereto.

                  G. Borrower and Lender  hereby  consent and agree that, in any
actions  predicated  upon this  Agreement,  venue is  properly  laid in  Brevard
County,  Florida,  and that the Circuit Court for Brevard County,  Florida shall
have full  jurisdiction  to determine all issues arising out of or in connection
with the execution and  enforcement of this  Agreement.  Borrower  waives to the
fullest  extent  permitted  under the laws of the State of  Florida,  any right,
power or  privilege  to demand a jury trial  with  respect to any and all issues
arising out of or in connection  with the execution  and/or  enforcement of this
Agreement.

                  H. Borrower  warrants to Lender that, on and after the date of
this  Agreement,  so long as any of the  indebtedness  under the  Notes  remains
unpaid, Borrower and any material subsidiaries of Borrower (hereinafter referred
to as the  "Organization") are Year 2000 Compliant.  As used herein,  "Year 2000
Compliant"  shall  mean  that  all  software,   embedded  microchips  and  other
processing  capabilities  utilized by the Organization or the Organization's key
suppliers,  vendors  and  customers  the  failure of which would have a material
adverse effect on the Organization or the key supplier, vendor or customer, will
correctly process, sequence, and calculate,  without interruption,  all date and
date related data for all dates to, through and after January 1, 2000, including
leap year calculations,  and shall recognize,  store and transmit date data in a
format which clearly  indicates the correct  century.  Borrower shall deliver to
Lender, upon Lender's reasonable request, all periodic internally and externally
prepared  evaluations and progress reports  concerning the  Organization's  Year
2000 plan and Year 2000 readiness and such other information,  documentation and
materials as Lender may reasonably request from time to time in order to confirm
that the  Organization  is Year 2000  Compliant  and the  method(s)  used by the
Organization to become Year 2000 Compliant.

                  IN WITNESS  WHEREOF,  Borrower and Lender have hereunto caused
these presents to be executed on the date first above written.

                        EXIGENT INTERNATIONAL, INC.,
                        a Delaware corporation

                        By:/s/ Jeffery B. Weinress
                           Jeffery B. Weinress,
                            Assistant Secretary

                                 (CORPORATE SEAL)


                        eXGNT, INC., a
                        Delaware corporation

                        By:/s/ Jeffery B. Weinress
                           Jeffery B. Weinress,
                           President and
                           Assistant Secretary
                                 (CORPORATE SEAL)




<PAGE>


                        FOTOTAG, INC., a
                        Delaware corporation

                        By:/s/ Jeffery B. Weinress
                           Jeffery B. Weinress,
                           Assistant Secretary

                                 (CORPORATE SEAL)


                        GEC ACQUISITION CORPORATION, a
                        Nevada corporation

                        By:/s/ Jeffery B. Weinress
                           Jeffery B. Weinress,
                           President

                                 (CORPORATE SEAL)


                        GEC NORTH AMERICA CORPORATION,
                        a Nevada corporation

                        By:/s/ Jeffery B. Weinress
                           Jeffery B. Weinress,
                           President

                                 (CORPORATE SEAL)


                        MIDDLEWARE SOLUTIONS, INC., a
                        Nevada corporation

                        By:/s/ Jeffery B. Weinress
                           Jeffery B. Weinress,
                           Assistant Secretary

                                 (CORPORATE SEAL)


                        SOFTWARE TECHNOLOGY, INC., a Florida corporation


                        By:/s/ Jeffery B. Weinress
                           Jeffrey B. Weinress,
                           Assistant Secretary

                                 (CORPORATE SEAL)


                        THE HUNTINGTON NATIONAL BANK


                        By:/s/ Jeffery B. Weinress
                           Name: Phillip Hayes
                           Title: Vice President




<PAGE>


STATE OF FLORIDA
COUNTY OF BREVARD

                    The foregoing instrument was acknowledged before me this 1st
day of March,  2000, by Jeffery B. Weinress,  as Assistant  Secretary of EXIGENT
INTERNATIONAL, INC., a Delaware corporation, on behalf of said corporation. Said
person  (check  one) |x| is  personally  known to me,  |_|  produced  a driver's
license  (issued by a state of the United States within the last five (5) years)
as    identification,    or    |_|    produced    other    identification,    to
wit:_______________________.




                                      Print Name:
                                      Notary Public /s/ Patricia A. Frank
                                      Commission No.:
                                      My Commission Expires:

STATE OF FLORIDA
COUNTY OF BREVARD

                    The foregoing instrument was acknowledged before me this 1st
day of March, 2000, by Jeffery B. Weinress, as President and Assistant Secretary
of eXGNT,  INC., a Delaware  corporation,  on behalf of said  corporation.  Said
person  (check  one) |x| is  personally  known to me,  |_|  produced  a driver's
license  (issued by a state of the United States within the last five (5) years)
as    identification,    or    |_|    produced    other    identification,    to
wit:_______________________.




                                       Print Name:
                                       Notary Public /s/ Patricia A. Frank
                                       Commission No.:
                                       My Commission Expires:

STATE OF FLORIDA
COUNTY OF BREVARD

                    The foregoing instrument was acknowledged before me this 1st
day of March, 2000, by Jeffery B. Weinress,  as Assistant  Secretary of FOTOTAG,
INC., a Delaware corporation, on behalf of said corporation.  Said person (check
one) |x| is personally known to me, |_| produced a driver's license (issued by a
state of the United States within the last five (5) years) as identification, or
|_| produced other identification, to wit:_______________________.




                                        Print Name:
                                        Notary Public /s/ Patricia A. Frank
                                        Commission No.:
                                        My Commission Expires:



<PAGE>


STATE OF FLORIDA
COUNTY OF BREVARD

                    The foregoing instrument was acknowledged before me this 1st
day of March,  2000 by Jeffery B.  Weinress,  as  President  of GEC  ACQUISITION
CORPORATION,  a Nevada corporation,  on behalf of said corporation.  Said person
(check  one) |x| is  personally  known to me, |_|  produced  a driver's  license
(issued  by a state of the  United  States  within  the last five (5)  years) as
identification,     or     |_|     produced     other     identification,     to
wit:_______________________.




                                         Print Name:
                                         Notary Public /s/ Patricia A. Frank
                                         Commission No.:
                                         My Commission Expires:

STATE OF FLORIDA
COUNTY OF BREVARD

                    The foregoing instrument was acknowledged before me this 1st
day of March_,  2000 by Jeffery B.  Weinress,  as President of GEC NORTH AMERICA
CORPORATION,  a Nevada corporation,  on behalf of said corporation.  Said person
(check  one) |x| is  personally  known to me, |_|  produced  a driver's  license
(issued  by a state of the  United  States  within  the last five (5)  years) as
identification,     or     |_|     produced     other     identification,     to
wit:_______________________.




                                          Print Name:
                                          Notary Public /s/ Patricia A. Frank
                                          Commission No.:
                                          My Commission Expires:


STATE OF FLORIDA
COUNTY OF BREVARD

                    The foregoing instrument was acknowledged before me this 1st
day of March, 2000, by Jeffery B. Weinress, as Assistant Secretary of MIDDLEWARE
SOLUTIONS,  INC.,  a Nevada  corporation,  on behalf of said  corporation.  Said
person  (check  one) |x| is  personally  known to me,  |_|  produced  a driver's
license  (issued by a state of the United States within the last five (5) years)
as    identification,    or    |_|    produced    other    identification,    to
wit:_______________________.




                                          Print Name:
                                          Notary Public /s/ Patricia A. Frank
                                          Commission No.:
                                          My Commission Expires:



<PAGE>


STATE OF FLORIDA
COUNTY OF BREVARD

                    The foregoing instrument was acknowledged before me this 1st
day of March,  2000 by Jeffery B. Weinress,  as Assistant  Secretary of SOFTWARE
TECHNOLOGY,  INC., a Florida  corporation,  on behalf of said corporation.  Said
person  (check  one) |x| is  personally  known to me,  |_|  produced  a driver's
license  (issued by a state of the United States within the last five (5) years)
as    identification,    or    |_|    produced    other    identification,    to
wit:_______________________.




                                          Print Name:
                                          Notary Public /s/ Patricia A. Frank
                                          Commission No.:
                                          My Commission Expires:

STATE OF FLORIDA :
COUNTY OF BREVARD:

                    The foregoing instrument was acknowledged before me this 1st
day of March,  2000,  by Phillip  Hayes,  as Vice  President  of The  Huntington
National Bank, a national banking  corporation,  on behalf of said state banking
corporation.   |x|   He/She   is   personally   known   or  |_|   has   produced
______________________________ as identification.



                                          Print Name:
                                          Notary Public /s/ Patricia A. Frank
                                          Commission No.:
                                          My Commission Expires:





<PAGE>


                                    EXHIBIT 1

                                   Definitions


                  "Borrowing  Base"  will  consist  of up to 80%  of  "eligible"
accounts receivable plus up to 50% of "eligible"  contract  receivables plus the
lesser of  $l,500,000.00  or up to 50% of "eligible" Costs in Excess of Billings
of Borrower and the Other Subsidiaries.

                  "Eligible"  is defined as: (l)  Accounts  receivable:  amounts
that are less than 90 days from invoice date; (2) Contracts receivable:  amounts
that are  fully  recoverable  according  to  contract  terms  within  one  year.
Contracts  shall be  submitted to Lender  prior to funding  request  being made.
Eligibility  shall be determined by Lender in its sole discretion;  (3) Costs in
excess of  billings:  amounts that are to be billed as of the end of the current
month. Provided,  however, assets of GEC shall not be deemed Eligible until that
certain  promissory note payable by GEC to Lender in the amount of $1,000,000.00
and  dated as of  December  9, 1999 is  satisfied.  No  advance  will be made on
accounts whose balance that is over 90 days from invoice date is over 25% of the
total account balance.

                  "Collateral" means all of the accounts,  inventory,  equipment
and other personal property of the Borrower described in the Security Agreement.

                  "Current  Assets" means cash and all other assets or resources
of the  Borrower  and the  Guarantors  that are expected to be realized in cash,
sold in the  ordinary  course of  business,  or  consumed  within one year,  all
determined  in  accordance  with  Generally  Accepted   Accounting   Principles,
including, but not limited to, inventory supported by outstanding import letters
of credit.

                  "Current  Liabilities"  means the amount of all liabilities of
the Borrower and the Guarantors  that by their terms are payable within one year
(including all indebtedness payable on demand or maturing not more than one year
from the date of computation and the current  portion of  Indebtedness  having a
maturity  date in  excess  of one  year),  all  determined  in  accordance  with
Generally  Accepted  Accounting  Principles,  including,  but  not  limited  to,
outstanding letters of credit.

                  "Tangible Net Worth" means the  depreciated  book value of all
assets of Borrower and Guarantors less:

                      (i)  intangible  assets,  such  as  (without   limitation)
goodwill  (whether  representing  the  excess of cost over book  value of assets
acquired or otherwise),  capitalized expenses, patents, trademarks, trade names,
copyrights,   franchises,  licenses  and  deferred  charges,  such  as  (without
limitation) unamortized costs and costs of research and development.

                      (ii) Total Liabilities,

                     (iii) treasury stock, and

                      (iv)  advances  to   stockholders  or  affiliates  of  the
Borrower.

                  "Total   Liabilities"   means  the  aggregate  amount  of  all
liabilities (i.e., claims of creditors of Borrower and Guarantors that are to be
satisfied by the disbursement or utilization of corporate resources), including,
but not  limited  to, all  outstanding  import  letters  of credit and  negative
goodwill of Borrower and Guarantors  (excluding the  $1,000,000.00  subordinated
debt to the former GEC shareholders).

                  "Current  Ratio"  means the ratio of Current Assets to Current
Liabilities.


<PAGE>


                  "Default"  means any event  that,  with the  giving of notice,
lapse of time, or both, would become an Event of Default.

                  "Fiscal Year" means the 12-month  period ending on December 3l
of each Calendar year and commencing on January lst of each calendar year.

                  "Generally   Accepted   Accounting   Principles"  means  those
principles  of  accounting  set forth in  Opinions of the  Financial  Accounting
Standards  Board or the American  Institute of Certified  Public  Accountants or
which have other  substantial  authoritative  support and are  applicable in the
circumstances  as of the date of a report,  as such  principles are from time to
time supplemented and amended.

                  "Indebtedness"   means  with   respect  to  any  Person,   all
indebtedness of such Person for borrowed money,  all indebtedness of such Person
for the acquisition of property other than purchases of products and merchandise
in the ordinary course of business,  indebtedness secured by any lien, pledge or
other   encumbrance  on  the  property  of  such  Person  whether  or  not  such
indebtedness  is assumed,  all  liability of such Person by way of  endorsements
(other than for collection or deposit in the ordinary  course of business);  all
guarantees of  Indebtedness  of any other Person by such Person  (including  any
agreement, contingent or otherwise, to purchase any obligation representing such
indebtedness or property constituting security therefor, or to advance or supply
funds for such purpose or to maintain  working capital or other balance sheet or
income statement condition,  or any other arrangement in substance effecting any
of the foregoing); all leases and other items which in accordance with Generally
Accepted Accounting Principles are classified as liabilities on a balance sheet;
provided that in no event shall the term  Indebtedness  include  capital  stock,
surplus  and  retained  earnings,  minority  interest  in the  common  stock  of
Subsidiaries,  reserves for deferred income taxes and investment credits,  other
deferred credits and reserves, and deferred compensation obligations.

                  "Liabilities"   mean   all   liabilities,    obligations   and
indebtedness of any and every kind and nature  (including,  without  limitation,
interest,  charges,  expenses,  attorneys'  fees and other  sums  chargeable  to
Borrower  by the  Lender  and  future  advances  made to or for the  benefit  of
Borrower), whether arising under this Loan Agreement, or arising under the Notes
or arising under any of the Other  Agreements or acquired by the Lender and from
any other source,  whether heretofore,  now or hereafter owing,  arising, due or
payable from Borrower to the Lender and howsoever evidenced,  created, incurred,
acquired or owing,  whether primary,  secondary,  direct,  contingent,  fixed or
otherwise, including obligations of performance.

                  "Other  Agreements"  means the Notes, the Guaranty  Agreement,
the  Security  Agreement,   and  all  agreements,   instruments  and  documents,
including,  without limitation,  notes, guaranties,  mortgages,  deeds to secure
debt, deeds of trust, chattel mortgages,  pledges, powers of attorney, consents,
assignments,  contracts,  notices,  security agreements,  financing  statements,
certificates  of title,  trust account  agreements and all other written matters
whether heretofore, now or hereafter executed by or on behalf of Borrower or any
Guarantor and  delivered to the Bank,  with respect to this Loan  Agreement,  or
with respect to the transactions contemplated by this Loan Agreement.

                  "Person" means an individual, partnership, corporation, trust,
unincorporated organization,  association,  joint venture or a government agency
or political subdivision thereof.

                  All accounting terms not specifically  defined herein shall be
construed in accordance with Generally Accepted Accounting Principles.

                  All of the terms  defined  in this Loan  Agreement  shall have
such defined meanings when used in the Other Agreements.