Exhibit 10.18

                                 LOAN AGREEMENT


     THIS AGREEMENT made and entered into as of this 31st day of December, 1998,
by and between SOFTWARE TECHNOLOGY,  INC., a Florida corporation,  whose address
is  1225  Evans  Road,  Melbourne,  Florida  32904  (the  "Borrower"),   EXIGENT
INTERNATIONAL,  INC.,  a Delaware  corporation,  and  FOTOTAG,  INC., a Delaware
corporation, (the "Guarantors"), and THE HUNTINGTON NATIONAL BANK, whose address
is 685 S. Babcock Street, Melbourne, Florida 32901 (the "Lender").

                              W I T N E S S E T H:

     WHEREAS, Borrower has negotiated 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")
to be used by Borrower to refinance and obtain  additional  credit to be secured
by  collateral  as  described in Exhibit  "A",  attached  hereto and made a part
hereof by reference. (The Revolving Loan and Term Loan are collectively referred
to as "the Loan"). The Loan will be guaranteed by the Guarantors.

     WHEREAS, Borrower,  Guarantors and Lender wish to enter into this Agreement
in order to set forth the terms and conditions of the disbursement of said 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 .


<PAGE>

  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.

         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
INTERNATIONAL,  INC.,  a Delaware  corporation,  and  FOTOTAG,  INC., a Delaware
corporation.

     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.



<PAGE>


     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").

                                   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:

     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.
Guarantors are corporations duly organized,  existing and in good standing under
the laws of the State of Delaware.  Borrower and  Fototag,Inc.  are wholly-owned
subsidiaries of Exigent International, Inc.

     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  not 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 Notes and no consents or approvals are required in the
making or  performance  of the Loan  Agreement,  the  Security  Agreement or the
Notes.



<PAGE>


     D. The audited  consolidated  balance sheet of the Borrower and Guarantors,
as of January 31, 1998, is true and correct and the  consolidated  balance sheet
of Borrower and Guarantors,  dated as of October 31, 1998, 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  consistently  applied
and since  October  31,  1998,  no material  adverse  change in  Borrower's  and
Guarantors' financial condition or business operation has occurred.

     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 to enter into or perform the Loan Agreement,
the Notes or the Security Agreement.

     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 loans 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  is now  solvent  and able to pay its debts as they mature and
Borrower now owns  property  whose fair salable value is greater than the amount
required to pay its 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  contains  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.



<PAGE>


     L. Borrower has 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.

     M.  Borrower is not a party to nor is it bound by any contract or agreement
or  subject to any  charter  or other  corporate  restrictions  which  adversely
affects the  business,  properties  or  condition,  financial or  otherwise,  of
Borrower except as disclosed in the financial  statements  referenced  above and
notes thereto.

     N. Borrower owns,  possesses or has 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.  Each advance made to Borrower pursuant to the Loan Agreement
shall  constitute  and  automatic  warranty and  representation  by Borrower and
Guarantors  to the  Lender  that  there does not exist a Default or any Event of
Default or any event or condition which,  with notice,  lapse of time and/or the
making of such advance, would constitute a Default or any Event of Default and a
reaffirmation  as of the date of said  request  of all the  representations  and
warranties of Borrower and Guarantors contained in the Loan Agreement.  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 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  certified by the  Secretary of State or other
appropriate  governmental  authority  accompanied  by  a  certificate  from  the
appropriate  officer  of  Borrower  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 in effect on the
date of the Loan  Agreement  accompanied  by a certificate  from an  appropriate
officer of Borrower  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 authorized to
sign the Loan  Agreement,  the  Security  Agreement,  the  Notes  and any  Other
Agreements to be executed and delivered hereunder.

     B. The Borrower shall provide the Lender with a list 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
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.

     The  effectiveness  of the Loan Agreement  shall be further  subject to the
fulfillment of the following  conditions  precedent to any subsequent advance to
Borrower under this Loan:

     A. The Lender  shall have  received at the time of any  subsequent  advance
such other  approvals,  opinions  or  documents  as the  Lender  may  reasonably
request.

     B. No event has occurred or is continuing or would result from such advance
that would constitute a Default or Event of Default as set forth below.

     C. The  continuing  accuracy of all  representations  and warranties of the
Borrower contained herein.

                                   ARTICLE IV
                              AFFIRMATIVE COVENANTS

     The Borrower 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 Note
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,  Borrower shall deliver to the
Lender 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  hereby  directs 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.



<PAGE>


     K. Upon any officer of the  Borrower  obtaining  knowledge  of a Default or
Event of Default hereunder or under any other obligation of Borrower, 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  obtaining  knowledge  of a material
litigation,  dispute or  proceedings  being  instituted  or  threatened  against
Borrower,  or any attachment,  levy, execution or other process being instituted
against any assets of Borrower,  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).

     N.  Continue  at all times to  maintain  its chief  executive  offices  and
principal place of business at Melbourne, Brevard County, Florida.

     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 2.25:l.0
at fiscal year end December 3l, l999 and quarterly thereafter.

          2.  Minimum  Working  Capital  of  $1,500,000.00  at  fiscal  year end
December 31, l998, and March 31, l999,  increasing to  $2,000,000.00 at June 30,
l999 and each quarter thereafter.

          3. Minimum  Current  Ratio of l.30:l.0 at fiscal year end December 3l,
l998,  and March 3l,  l999,  increasing  to  l.50:1.0  at June 30, l999 and each
quarter thereafter.

          4. Minimum Debt Service  Coverage  l.20 times at calendar year end and
annually thereafter.

                                    ARTICLE V
                               NEGATIVE COVENANTS

     Except  for  any  currently  existing  matter  which  has  previously  been
disclosed to Lender or unless  Lender  otherwise  consents in writing,  Borrower
covenants and further  agrees that from the date hereof until payment in full of
the principal and interest under the Notes, unless the Lender otherwise consents
in writing, it will not;

     A. Incur,  create,  assume or permit to exist any Indebtedness in excess of
$50,000.00 other than the Indebtedness to the Lender.



<PAGE>


     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 $50,000.00 except those mortgages,  liens and
security interests granted in favor of the Lender.

     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.

     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. 

                                   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 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  Borrower'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.



<PAGE>


          2. If  Borrower'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.

                                   ARTICLE VII
                                     DEFAULT

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

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

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

     D. If any  representation  or warranty  made by  Borrower  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.  In  the  event  of 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



<PAGE>


     F. In the event of 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. If 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. If 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

     I. If 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 in 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.



<PAGE>


     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.

     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.



<PAGE>


     H. Borrower  warrants and  represents to and covenants with Lender that, on
and after the date of the Notes, so long as any of the indebtedness provided for
herein remains unpaid:

        1.  Borrower,  on behalf of Borrower  and any material  subsidiaries  of
Borrower (hereinafter referred to as the "Organization"),  has: (a) undertaken a
reasonably  detailed  inventory,  review, and assessment of all areas within and
affecting the  Organization's  business and operations  that could be materially
and  adversely  affected  by the  failure  of the  Organization  to be Year 2000
Compliant (as hereinafter defined) by April 15, 1999; (b) developed a reasonably
detailed plan and time line for becoming  Year 2000  Compliant by June 30, 1999;
and  (c) to  date,  implemented  that  plan in  accordance  with  the  specified
timetable in all material respects.

        2. The Organization currently has and will maintain the human, financial
and other resources  reasonably necessary to complete its Year 2000 plan by June
30, 1999 and  reasonably  anticipates  that the  Organization  will be Year 2000
Compliant by September 30, l999.

        3.  The   Organization   has  made  written   inquiry  of  each  of  the
Organization's key suppliers,  vendors and customers (as hereinafter defined) as
to whether such persons will,  by July 31, 1999,  be Year 2000  Compliant in all
material respects and on the basis of such inquiry reasonably  believes that all
such persons will be so compliant.

        4. Borrower  shall deliver to Lender:  (a) within  forty-five  (45) days
after the end of each calendar  quarter,  a statement signed by the president or
chief financial officer of the Organization  certifying that the Organization is
in compliance with terms, conditions and covenants of this Note; (b) immediately
upon becoming aware of the existence of any condition or event which constitutes
or will constitute,  but for the passage of time or giving of notice or both, an
event of default, a written notice specifying the nature and period of existence
thereof  and what  action the  Organization  is taking or  proposes to take with
respect thereto;  (c) the  Organization's  Year 2000 plan and time line, (d) all
periodic  internally and externally  prepared  evaluations and progress  reports
concerning the  Organization's  Year 2000 plan and Year 2000 readiness,  (e) any
management or other letters from the  Organization's  accountants  addressing or
mentioning  the  Organization's  Year  2000  Compliance,   and  (f)  such  other
information,  documentation and materials as Lender may reasonably  request form
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.



<PAGE>


     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 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.  As used  herein,  "key
suppliers, vendors and customers" means those suppliers,  vendors, and customers
of the  Organization  whose  business  failure or material  business  disruption
would,  in  Lender's  judgment,  be  reasonably  likely to result in a  material
adverse change in the business, properties,  condition (financial or otherwise),
or prospects of the Organization.

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

Signed, sealed and delivered                 "BORROWER"
in the presence of:
                                                 SOFTWARE TECHNOLOGY, INC., a
                                                 Florida corporation

/s/ Joel E. Boyd                                 By: /s/ Sally H. Ball
-----------------------------                        ---------------------------
/s/ Peter B. Rochester                                Treasurer
-----------------------------
Two witnesses as to Borrower
                                                                (CORPORATE SEAL)


Signed, sealed and delivered                  "GUARANTORS"
in the presence of:
                                                EXIGENT INTERNATIONAL, INC., a
                                                Delaware corporation

/s/ Joel E. Boyd                                By: /s/ Jeffery B. Weinress
------------------------------                      ----------------------------
/s/ Peter B. Rochester                               CFO, Senior Vice President
Two witnesses as to Exigent
International, Inc.
                                                                (CORPORATE SEAL)

                                                FOTOTAG, INC., a
                                                Delaware corporation

/s/ Joel E. Boyd                                By: /s/ Stuart P. Dawley
------------------------------                      ----------------------------
/s/ Peter B. Rochester                              Assistant Secretary
Two witnesses as to Fototag, Inc.
                                                                (CORPORATE SEAL)



                                             "LENDER"

                                                THE HUNTINGTON NATIONAL BANK


                                                By:/s/ Peter B. Rochester
--------------------------------                    ----------------------------
                                                    Name: Peter B. Rochester
/s/ Joel E. Boyd                                    Title: Senior Vice President
--------------------------------
Two witnesses as to Lender




<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.

     "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.  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.



<PAGE>


     "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.

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

     "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 of the Borrower 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.



<PAGE>


     "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 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.