<PAGE>   1
                                                                   EXHIBIT 10.12


[LOGO]  COAST COMMERCIAL BANK

<TABLE>
                                                    LOAN AGREEMENT

<CAPTION>
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  PRINCIPAL      LOAN DATE      MATURITY      LOAN NO      CALL    COLLATERAL    ACCOUNT         OFFICER         INITIALS
<S>              <C>           <C>           <C>          <C>        <C>         <C>               <C>             <C>
$2,000,000.00    07-01-1996    08-01-1997    127836001               0010        117393            017
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References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular
loan or item.
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</TABLE>

BORROWER: NOVADIGM, INC.                        LENDER: COAST COMMERCIAL BANK
          185 BERRY STREET, STE 3515                    FRONT STREET
          SAN FRANCISCO, CA 94107                       720 FRONT STREET
                                                        SANTA CRUZ, CA 95060

===============================================================================

THIS LOAN AGREEMENT BETWEEN NOVADIGM, INC. ("BORROWER") AND COAST COMMERCIAL
BANK ("LENDER") IS MADE AND EXECUTED ON THE FOLLOWING TERMS AND CONDITIONS.
BORROWER HAS RECEIVED PRIOR COMMERCIAL LOANS FROM LENDER OR HAS APPLIED TO
LENDER FOR A COMMERCIAL LOAN OR LOANS AND OTHER FINANCIAL ACCOMMODATIONS,
INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY EXHIBIT OR SCHEDULE ATTACHED TO
THIS AGREEMENT. ALL SUCH LOANS AND FINANCIAL ACCOMMODATIONS, TOGETHER WITH ALL
FUTURE LOANS AND FINANCIAL ACCOMMODATIONS FROM LENDER TO BORROWER, ARE REFERRED
TO IN THIS AGREEMENT INDIVIDUALLY AS THE "LOAN" AND COLLECTIVELY AS THE
"LOANS." BORROWER UNDERSTANDS AND AGREES THAT: (A) IN GRANTING, RENEWING, OR
EXTENDING ANY LOAN, LENDER IS RELYING UPON BORROWER'S REPRESENTATIONS,
WARRANTIES, AND AGREEMENTS, AS SET FORTH IN THIS AGREEMENT; (B) THE GRANTING,
RENEWING, OR EXTENDING OF ANY LOAN BY LENDER AT ALL TIMES SHALL BE SUBJECT TO
LENDER'S SOLE JUDGMENT AND DISCRETION; AND (C) ALL SUCH LOANS SHALL BE AND
SHALL REMAIN SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT.

TERM.  This Agreement shall be effective as of July 1, 1996, and shall continue
thereafter until all Indebtedness of Borrower to Lender has been performed in
full and the parties terminate this Agreement in writing.

DEFINITIONS.  The following words shall have the following meanings when used
in this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

        AGREEMENT.  The word "Agreement" means this Loan Agreement, as this Loan
        Agreement may be amended or modified from time to time, together with
        all exhibits and schedules attached to this Loan Agreement from time to
        time.

        ACCOUNT.  The word "Account" means a trade account, account receivable,
        or other right to payment for goods sold or services rendered owing to
        Borrower (or to a third party grantor acceptable to Lender).

        ACCOUNT DEBTOR.  The words "Account Debtor" mean the person or entity
        obligated upon an Account.

        ADVANCE.  The word "Advance" means a disbursement of Loan funds under
        this Agreement.

        BORROWER.  The word "Borrower" means NOVADIGM, INC., The word "Borrower"
        also includes, as applicable, all subsidiaries and affiliates of
        Borrower as provided below in the paragraph titled "Subsidiaries and
        Affiliates."

        BORROWING BASE.  The words "Borrowing Base" mean, as determined by
        Lender from time to time, the lesser of (a) $2,000,000.00; or (b) N/A%
        of the aggregate amount of Eligible Accounts.

        BUSINESS DAY.  The words "Business Day" mean a day on which commercial
        banks are open for business in the State of California.

        CERCLA.  The word "CERCLA" means the Comprehensive Environmental
        Response, Compensation, and Liability Act of 1980, as amended.

        CASH FLOW.  The words "Cash Flow" mean net income after taxes, and
        exclusive of extraordinary gains and income, plus depreciation and
        amortization.

        COLLATERAL.  The word "Collateral" means and includes without limitation
        all property and assets granted as collateral security for a Loan,
        whether real or personal property, whether granted directly or
        indirectly, whether granted now or in the future, and whether granted in
        the form of a security interest, mortgage, deed of trust, assignment,
        pledge, chattel mortgage, chattel trust, factor's lien, equipment trust,
        conditional sale, trust receipt, lien, charge, lien or title retention
        contract, lease or consignment intended as a security device, or any
        other security or lien interest whatsoever, whether created by law,
        contract, or otherwise. The word "Collateral" includes without
        limitation all collateral described below in the section titled
        "COLLATERAL."

        DEBT.  The word "Debt" means all of Borrower's liabilities excluding
        Subordinated Debt.

        ELIGIBLE ACCOUNTS.  The words "Eligible Accounts" mean, at any time, all
        of Borrower's Accounts which contain selling terms and conditions
        acceptable to Lender. The net amount of any Eligible Account against
        which Borrower may borrow shall exclude all returns, discounts, credits,
        and offsets of any nature. Unless otherwise agreed to by Lender in
        writing, Eligible Accounts do not include:

                (a) Accounts with respect to which the Account Debtor is an
                officer, an employee or agent of Borrower.

                (b) Accounts with respect to which the Account Debtor is a
                subsidiary of, or affiliated with or related to Borrower or its
                shareholders, officers, or directors.

                (c) Accounts with respect to which goods are placed on
                consignment, guaranteed sale, or other terms by reason of which
                the payment by the Account Debtor may be conditional.

                (d) Accounts with respect to which Borrower is or may become
                liable to the Account Debtor for goods sold or services rendered
                by the Account Debtor to Borrower.

                (e) Accounts which are subject to dispute, counterclaim, or
                setoff.

                (f) Accounts with respect to which the goods have not been
                shipped or delivered, or the services have not been rendered, to
                the Account Debtor.

                (g) Accounts with respect to which Lender, in its sole
                discretion, deems the creditworthiness or financial condition of
                the Account Debtor to be unsatisfactory.

                (h) Accounts of any Account Debtor who has filed or has had
                filed against it a petition in bankruptcy or an application for
                relief under any provision of any state or federal bankruptcy,
                insolvency, or debtor-in-relief acts; or who has had appointed a
                trustee, custodian, or receiver for the assets of such Account
                Debtor; or who has made an assignment for the benefit of
                creditors or has become insolvent or fails generally to pay its
                debts (including its payrolls) as such debts become due.

                (i) Accounts with respect to which the Account Debtor is the
                United States government or any department or agency of the
                United States.

<PAGE>   2
07-01-996
Loan No. 127836001               LOAN AGREEMENT                          PAGE 2
                                  (CONTINUED)
===============================================================================

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

     EVENT OF DEFAULT.  The words "Event of Default" mean and include without
     limitation any of the Events of Default set forth below in the section
     titled "EVENTS OF DEFAULT."

     EXPIRATION DATE.  The words "Expiration Date" means the date of termination
     of Lender's commitment to lend under this Agreement.

     GRANTOR.  The word "Grantor" means and includes without limitation each and
     all of the persons or entities granting a Security Interest in any
     Collateral for the Indebtedness, including without limitation all Borrowers
     granting such a Security Interest.

     GUARANTOR.  The word "Guarantor" means and includes without limitation each
     and all of the guarantors, sureties, and accommodation parties in
     connection with any Indebtedness.

     INDEBTEDNESS.  The word "Indebtedness" means and includes without
     limitation all Loans, together with all other obligations, debts and
     liabilities of Borrower to Lender, or any one or more of them, as well as
     all claims by Lender against Borrower, or any one or more of them; whether
     now or hereafter existing, voluntary or involuntary, due or not due,
     absolute or contingent, liquidated or unliquidated; whether Borrower may be
     liable individually or jointly with others; whether Borrower may be
     obligated as a guarantor, surely, or otherwise, whether recovery upon such
     Indebtedness may be or hereafter may become barred by any statute of
     limitations; and whether such Indebtedness may be or hereafter may become
     otherwise unenforceable.

     LENDER.  The word "Lender" means COAST COMMERCIAL BANK, its successors and
     assigns.

     LINE OF CREDIT.  The words "Line of Credit" means the credit facility
     described in the Section titled "LINE OF CREDIT" below.

     LIQUID ASSETS.  The words "Liquid Assets" means Borrower's cash on hand
     plus Borrower's readily marketable securities.

     LOANS.  The word "Loan" or "Loans" means and includes without limitation
     any and all commercial loans and financial accommodations from Lender to
     Borrower, whether now or hereafter existing, and however evidenced,
     including without limitation those loans and financial accommodations
     described herein or described on any exhibit or schedule attached to this
     Agreement from time to time.

     NOTE.  The word "Note" means and includes without limitation Borrower's
     promissory note or notes, if any, evidencing Borrower's Loan obligations in
     favor of Lender, as well as any substitute, replacement or refinancing note
     or notes therefor.

     PERMITTED LIENS.  The words "Permitted Liens" mean: (a) liens and security
     interests securing Indebtedness owed by Borrower to Lender; (b) liens for
     taxes, assessments, or similar charges either not yet due or being
     contested in good faith; (c) liens of materialmen, mechanics, warehousemen,
     or carriers, or other like liens arising in the ordinary course of business
     and securing obligations which are not yet delinquent; (d) purchase money
     liens or purchase money security interests upon or in any property acquired
     or held by Borrower in the ordinary course of business to secure
     Indebtedness outstanding on the date of this Agreement or permitted to be
     incurred under the paragraph of this Agreement titled "Indebtedness and
     Liens"; (e) liens and security interests which, as of the date of this
     Agreement, have been disclosed to and approved by the Lender in writing;
     and (f) those liens and security interests which in the aggregate
     constitute an immaterial and insignificant monetary amount with respect to
     the net value of Borrower's assets.

     RELATED DOCUMENTS.  The words "Related Documents" mean and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

     SECURITY AGREEMENT.  The words "Security Agreement" mean and include
     without limitation any agreements, promises, covenants, arrangements,
     understandings or other agreements, whether created by law, contract, or
     otherwise, evidencing, governing, representing, or creating a Security
     Interest.

     SECURITY INTEREST.  The words "Security Interest" mean and include without
     limitation any type of collateral security, whether in the form of a lien,
     charge, mortgage, deed of trust, assignment, pledge, chattel mortgage,
     chattel trust, factor's lien, equipment trust, conditional sale, trust,
     receipt, lien or title retention contract, lease or consignment intended as
     a security device, or any other security or lien interest whatsoever,
     whether created by law, contract, or otherwise.

     SARA.  The word "SARA" means the Superfund Amendments and Reauthorization
     Act of 1986 as now or hereafter amended.

     SUBORDINATED DEBT.  The words "Subordinated Debt" mean Indebtedness and
     liabilities of Borrower which have been subordinated by written agreement
     to Indebtedness owed by Borrower to Lender in form and substance acceptable
     to Lender.

     TANGIBLE NET WORTH.  The words "Tangible Net Worth" means Borrower's total
     assets excluding all intangible assets (i.e., goodwill, trademarks,
     patents, copyrights, organizational expenses, and similar intangible items,
     but including leaseholds and leasehold improvements) less total Debt.

     WORKING CAPITAL.  The words "working Capital" means Borrower's current
     assets, excluding prepaid expenses, less Borrower's current liabilities.

LINE OF CREDIT.  Lender agrees to make Advances to Borrower from time to time
from the date of this Agreement to the Expiration Date, provided the aggregate
amount of such Advances outstanding at any time does not exceed the Borrowing
Base. Within the foregoing limits, Borrower may borrow, partially or wholly
prepay, and reborrow under the Agreement as follows.

     CONDITIONS PRECEDENT TO EACH ADVANCE.  Lender's obligation to make any
     Advance to or for the account of Borrower under this Agreement is subject
     to the following conditions precedent, with all documents, instruments,
     opinions, reports, and other items required under this Agreement to be in
     form and substance satisfactory to Lender:

          (a) Lender shall have received evidence that this Agreement and all
          Related Documents have been duly authorized, executed, and delivered
          by Borrower to Lender.

          (b) Lender shall have received such opinions of counsel, supplemental
          opinions, and documents as Lender may request.

          (c) The security interests in the Collateral shall have been duly
          authorized, created, and perfected with first lien priority and shall
          be in full force and effect.

          (d) All guaranties required by Lender for the Line of Credit shall
          have been executed by each Guarantor, delivered to Lender, and be in
          full force and effect.

          (e) Lender, at its option and for its sole benefit, shall have
          conducted an audit of Borrower's Accounts, books, records, and
          operations, and Lender shall be satisfied as to their condition.

          (f) Borrower shall have paid to Lender all fees, costs, and expenses
          specified in this Agreement and the Related Documents as are then due
          and payable.

          (g) There shall not exist at the time of any Advance a condition which
          would constitute an Event of Default under this Agreement, and
          Borrower shall have delivered to lender the compliance certificate
          called for in the paragraph below titled "Compliance Certificate."





                                 
                                 
<PAGE>   3
07-01-1996                       LOAN AGREEMENT                           Page 3
LOAN NO 127836001                 (CONTINUED)
================================================================================

        MAKING LOAN ADVANCES.  Advances under the Line of Credit may be
        requested either orally or in writing by authorized persons. Lender may,
        but need not, require that all oral requests be confirmed in writing.
        Each Advance shall be conclusively deemed to have been made at the
        request of and for the benefit of Borrower  (a) when credited to any
        deposit account of Borrower maintained with Lender or  (b) when advanced
        in accordance with the instructions of an authorized person. Lender, at
        its option, may set a cutoff time, after which all requests for Advances
        will be treated as having been requested on the next succeeding Business
        Day.

        MANDATORY LOAN REPAYMENTS.  If at any time the aggregate principal
        amount of the outstanding Advances shall exceed the applicable Borrowing
        Base, Borrower, immediately upon written or oral notice from Lender,
        shall pay to Lender an amount equal to the difference between the
        outstanding principal balance of the Advances and the Borrowing Base. On
        the Expiration Date, Borrower shall pay to Lender in full the aggregate
        unpaid principal amount of all Advances then outstanding and all accrued
        unpaid interest, together with all other applicable fees, costs and
        charges, if any, not yet paid.

        LOAN ACCOUNT.  Lender shall maintain on its books a record of account in
        which Lender shall make entries for each Advance and such other debits
        and credits as shall be appropriate in connection with the credit
        facility. Lender shall provide Borrower with periodic statements of
        Borrowers account, which statements shall be considered to be correct
        and conclusively binding on Borrower unless Borrower notifies Lender to
        the contrary within thirty (30) days after Borrower's receipt of any
        such statement which Borrower deems to be incorrect. 

COLLATERAL.  To secure payment of the Line of Credit and performance of all
other Loans, obligations and duties owed by Borrower to Lender, Borrower (and
others, if required) shall grant to Lender Security interests in such property
and assets as Lender may require (the "Collateral"), including without
limitation Borrower's present and future Accounts and general intangibles.
Lender's Security interests in the Collateral shall be continuing liens and
shall include the proceeds and products of the Collateral, including without
limitation the proceeds of any insurance. With respect to the Collateral,
Borrower agrees and represents and warrants to Lender:

        PERFECTION OF SECURITY INTERESTS.  Borrower agrees to exclude such
        financing statements and to take whatever other actions are requested by
        Lender to perfect and continue Lender's Security Interests in the
        Collateral. Upon request of Lender, Borrower will deliver to Lender any
        and all of the documents evidencing or constituting the Collateral, and
        Borrower will note Lender's Interest upon any and all chattel paper if
        not delivered to Lender for possession by Lender. Contemporaneous with
        the execution of this Agreement, Borrower will execute one or more UCC
        financing statements and any similar statements as may be required by
        applicable law, and will file such financing statements and all such
        similar statements in the appropriate location or locations. Borrower
        hereby appoints Lender as its irrevocable attorney-in-fact for the
        purpose of executing any documents necessary to perfect or to continue
        any Security Interest. Lender may at any time, and without further
        authorization from Borrower, file a carbon, photograph, facsimile, or
        other reproduction of any financing statement for use as a financing
        statement. Borrower will reimburse Lender for all expenses for the
        perfection, termination, and the continuation of the perfection of
        Lender's security interest in the Collateral. Borrower promptly will
        notify Lender of any change in Borrower's name including any change to
        the assumed business names of Borrower. Borrower also promptly will
        notify Lender of any change in Borrower's Social Security Number or
        Employer Identification Number. Borrower further agrees to notify Lender
        in writing prior to any change in address or location of Borrower's
        principal governance office or should Borrower merge or consolidate with
        any other entity.

        COLLATERAL RECORDS.  Borrower does now, and at all times hereafter
        shall, keep correct and accurate records of the Collateral, all of which
        records shall be available to Lender or Lender's representative upon
        demand for inspection and copying at any reasonable time. With respect
        to the Accounts, Borrower agrees to keep and maintain such records as
        Lender may require, including without limitation concerning Eligible
        Accounts and Account balances and agings.

        COLLATERAL SCHEDULES.  Concurrently with the execution and delivery of
        this Agreement, Borrower shall execute and deliver to Lender a schedule
        of Accounts and Eligible Accounts, in form and substance satisfactory to
        the Lender. Thereafter and at such frequency as Lender shall require,
        Borrower shall execute and deliver to Lender such supplemental schedules
        of Eligible Accounts and such other matters and information relating to
        Borrower's Accounts as Lender may request.

        REPRESENTATIONS AND WARRANTIES CONCERNING ACCOUNTS.  With respect to the
        Accounts, Borrower represents and warrants to Lender: (a) Each Account
        represented by Borrower to be an Eligible Account for purposes of this
        Agreement conforms to the requirements of the definition of an Eligible
        Account; (b) All Account information listed on schedules delivered to
        Lender will be true and correct, subject to immaterial variance; and (c)
        Lender, its assigns, or agents shall have the right at any time and at
        Borrower's expense to inspect, examine, and audit Borrower's records and
        to confirm with Account Debtors the accuracy of such Accounts.

REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any indebtedness exists:

        ORGANIZATION.  Borrower is a corporation which is duly organized,
        validly existing, and in good standing under the laws of the State of
        Delaware and is validly existing and in good standing in all states in
        which Borrower is doing business. Borrower has the full power and
        authority to own its properties and to transact the business in which it
        is presently engaged or presently proposes to engage. Borrower also is
        duly qualified as a foreign corporation and is in good standing in all
        states in which the failure to so qualify would have a material adverse
        effect on its businesses or financial condition.

        AUTHORIZATION.  The execution, delivery, and performance of this
        Agreement and all Related Documents by Borrower, to the extent to be
        executed, delivered or performed by Borrower, have been duly authorized
        by all necessary action by Borrower; do not require the consent or
        approval of any other person, regulatory authority or governmental body;
        and do not conflict with, result in a violation of, or constitute a
        default under (a) any provision of its articles of incorporation or
        organization, or bylaws, or any agreement or other instrument binding
        upon Borrower or (b) any law, governmental regulation, court decree, or
        order applicable to Borrower.

        FINANCIAL INFORMATION.  Each financial statement of Borrower supplied to
        Lender truly and completely disclosed Borrower's financial condition as
        of the date of the statement, and there has been no material adverse
        change in Borrower's financial condition subsequent to the date of the
        most recent financial statement supplied to Lender. Borrower has no
        material contingent obligations except as disclosed in such financial
        statements.

        LEGAL EFFECT.  This Agreement constitutes, and any instrument or
        agreement required hereunder to be given by Borrower when delivered will
        constitute, legal, valid and binding obligations of Borrower
        enforceable against Borrower in accordance with their respective terms.

        PROPERTIES.  Except for Permitted Liens, Borrower owns and has good
        title to all of Borrower's properties free and clear of all Security
        Interests, and has not executed any security documents or financing
        statements relating to such properties. All of Borrower's properties are
        filed in Borrower's legal name, and Borrower has not used, or filed a
        financing statement under, any other name for at least the last five (5)
        years.

        HAZARDOUS SUBSTANCES.  The terms "hazardous waste," hazardous
        substance," "disposal," "release," and "threatened release," as used in
        this Agreement, shall have the same meanings as set forth in the
        "CERCLA," "SARA," the Hazardous Materials Transportation Act, 49 U.S.C.
        Section 1801, et seq., the Resource Conservation and Recovery Act, 42
        U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of
        the California Health and Safety Code, Section 25100, et seq., or other
        applicable state or Federal laws, rules, or regulations adopted pursuant
        to any of the foregoing. Except as disclosed to and acknowledged by
        Lender in writing, Borrower represents and warrants that: (a) During the
        period of Borrower's ownership of the properties, there has been no use,
        generation, manufacture, storage, treatment, disposal, release or
        threatened release of any hazardous waste or substance by any person on,
        under, about or from any of the properties, (b) Borrower has no
        knowledge of, or 
<PAGE>   4
07-01-1996                       LOAN AGREEMENT                           Page 4
Loan No. 127836001                (Continued)
================================================================================

     reason to believe that there has been (i) any use, generation, manufacture,
     storage, treatment, disposal, release, or threatened release of any
     hazardous waste or substance on, under, about or from the properties by any
     prior owners or occupants of any of the properties, or (ii) any actual or
     threatened litigation or claims of any kind by any person relating to such
     matters. (c) Neither Borrower nor any tenant, contractor, agent or other
     authorized user of any of the properties shall use, generate, manufacture,
     store, treat, dispose of, or release any hazardous waste or substance on,
     under, about or from any of the properties; and any such activity shall be
     conducted in compliance with all applicable federal, state, and local laws,
     regulations, and ordinances, including without limitation those laws,
     regulations and ordinances described above. Borrower authorizes Lender and
     its agents to enter upon the properties to make such Inspections and tests
     as Lender may deem appropriate to determine compliance of the properties
     with this section of the Agreement. Any inspections or tests made by Lender
     shall be at Borrower's expense and for Lender's purposes only and shall not
     be construed to create any responsibility or liability on the part of
     Lender to Borrower or to any other person. The representations and
     warranties contained herein are based on Borrower's due diligence in
     investigating the properties for hazardous waste and hazardous substances.
     Borrower hereby (a) releases and waives any future claims against Lender
     for indemnity or contribution in the event Borrower becomes liable for
     cleanup or other costs under any such laws, and (b) agrees to indemnify and
     hold harmless Lender against any and all claims, losses, liabilities,
     damages, penalties, and expenses which Lender may directly or indirectly
     sustain or suffer resulting from a breach of this section of the Agreement
     or as a consequence of any use, generation, manufacture, storage, disposal,
     release or threatened release occurring prior to Borrower's ownership or
     interest in the properties, whether or not the same was or should have been
     known to Borrower. The provisions of this section of the Agreement,
     including the obligation to indemnify, shall survive the payment of the
     indebtedness and the termination or expiration of this Agreement and shall
     not be affected by Lender's acquisition of any interest in any of the
     properties, whether by foreclosure or otherwise.

     LITIGATION AND CLAIMS. No litigation, claim, investigation, administrative
     proceeding or similar action (including those for unpaid taxes) against
     Borrower is pending or threatened, and no other event has occurred which
     may materially adversely affect Borrower's financial condition or
     properties, other than litigation, claims, or other events, if any, that
     have been disclosed to and acknowledged by Lender in writing.

     TAXES.  To the best of Borrower's knowledge, all tax returns and reports of
     Borrower that are or were required to be filed, have been filed, and all
     taxes, assessments and other governmental charges have been paid in full,
     except those presently being or to be contested by Borrower in good faith
     in the ordinary course of business and for which adequate reserves have
     been provided.

     LIEN PRIORITY.  Unless otherwise previously disclosed to Lender in writing,
     Borrower has not entered into or granted any Security Agreements, or
     permitted the filing or attachment of any Security Interests on or
     affecting any of the Collateral directly or indirectly securing repayment
     of Borrower's Loan and Note, that would be prior or that may in any way be
     superior to Lender's Security Interests and rights in and to such
     Collateral.

     BINDING EFFECT.  This Agreement, the Note, all Security Agreements directly
     or indirectly securing repayment of Borrower's Loan and Note and all of the
     Related Documents are binding upon Borrower as well as upon Borrower's
     successors, representatives and assigns, and are legally enforceable in
     accordance with their respective terms.

     COMMERCIAL PURPOSES.  Borrower intends to use the Loan proceeds solely for
     business or commercial related purposes.

     EMPLOYEE BENEFIT PLANS.  Each employee benefit plan as to which Borrower
     may have any liability complies in all material respects with all
     applicable requirements of law and regulations, and (i) no Reportable Event
     nor Prohibited Transaction (as defined in ERISA) has occurred with respect
     to any such plan, (ii) Borrower has not withdrawn from any such plan or
     initiated steps to do so, (iii) no steps have been taken to terminate any
     such plan, and (iv) there are no unfunded liabilities other than those
     previously disclosed to Lender in writing.

     LOCATION OF BORROWER'S OFFICES AND RECORDS.  Borrower's place of business,
     or Borrower's Chief executive office, if Borrower has more than one place
     of business, is located at 185 BERRY STREET, STE 3515, SAN FRANCISCO, CA
     94107. Unless Borrower has designated otherwise in writing this location is
     also the office or offices where Borrower keeps its records concerning the
     Collateral.

     INFORMATION.  All information heretofore or contemporaneously herewith
     furnished by Borrower to Lender for the purposes of or in connection with
     this Agreement or any transaction contemplated hereby is, and all
     information hereafter furnished by or on behalf of Borrower to Lender will
     be true and accurate in every material respect on the date as of which such
     information is dated or certified; and none of such information is or will
     be incomplete by omitting to state any material fact necessary to make such
     information not misleading.

     SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  Borrower understands and
     agrees that Lender, without independent investigation, is relying upon the
     above representations and warranties in extending Loan Advances to
     Borrower. Borrower further agrees that the foregoing representation and
     warranties shall be continuing in nature and shall remain in full force and
     effect until such time as Borrower's Indebtedness shall be paid in full, or
     until this Agreement shall be terminated in the manner provided above,
     whichever is the last to occur.

AFFIRMATIVE COVENANTS.  Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

     LITIGATION.  Promptly inform Lender in writing of (a) all material adverse
     changes in Borrower's financial condition, and (b) all existing and all
     threatened litigation, claims, investigations, administrative proceedings
     or similar actions affecting Borrower or any Guarantor which could
     materially affect the financial condition of Borrower or the financial
     condition of any Guarantor.

     FINANCIAL RECORDS.  Maintain its books and records in accordance with
     generally accepted accounting principles, applied on a consistent basis,
     and permit Lender to examine and audit Borrower's books and records at all
     reasonable times.

     FINANCIAL STATEMENTS.  Furnish Lender with, as soon as available, but in no
     event later than ninety (90) days after the end of each fiscal year,
     Borrower's balance sheet and income statement for the year ended, audited
     by a certified public accountant satisfactory to Lender, and, as soon as
     available, but in no event later than forty five (45) days after the end of
     each fiscal quarter, Borrower's balance sheet and profit and loss statement
     for the period ended, prepared and certified as correct to the best
     knowledge and belief by Borrower's chief financial officer or other officer
     or person acceptable to Lender. All financial reports required to be
     provided under this Agreement shall be prepared in accordance with
     generally accepted accounting principles, applied on a consistent basis,
     and certified by Borrower as being true and correct.

     ADDITIONAL INFORMATION.  Furnish such additional information and
     statements, lists of assets and liabilities, agings of receivables and
     payables, inventory schedules, budgets, forecasts, tax returns, and other
     reports with respect to Borrower's financial condition and business
     operations as Lender may request from time to time.

     FINANCIAL COVENANTS AND RATIOS.  Comply with the following covenants and
     ratios:

          TANGIBLE NET WORTH.  Maintain a minimum Tangible Net Worth of not less
          than $10,000,000.00.

          NET WORTH RATIO.  Maintain a ratio of total Liabilities to Tangible
          Net Worth of less than 1.00 to 1.00.

          WORKING CAPITAL.  Maintain Working Capital in excess of $6,000,000.00.

          CURRENT RATIO.  Maintain a ratio of Current Assets to Current
          Liabilities in excess of 2.00 to 1.00.

          INCOME.  Maintain not less than the following income level: COMPANY
          MUST REMAIN PROFITABLE ON AN ANNUAL BASIS. Except as provided above,
          all computations made to determine compliance with the requirements
          contained in this paragraph shall be made in 




<PAGE>   5
                                 LOAN AGREEMENT                          Page 5 
Loan No. 127836001                (Continued)
===============================================================================

        accordance with generally accepted accounting principles, applied on a 
        consistent basis, and certified by Borrower as being true and correct.

        INSURANCE.  Maintain fire and other risk insurance, public liability
        insurance, and such other insurance as Lender may require with respect
        to Borrower's properties and operations, in form, amounts, coverages
        and with insurance companies reasonably acceptable to Lender. Borrower,
        upon request of Lender, will deliver to Lender from time to time the
        policies or certificates of insurance in form satisfactory to Lender,
        including stipulations that coverages will not be cancelled or
        diminished without at least ten (10) days' prior written notice to
        Lender. Lender, including stipulations that coverages will not be
        cancelled or diminished without at least ten (10) days' written notice
        to Lender. Each insurance policy also shall include an endorsement
        providing that coverage in favor of Lender will not be impaired in any
        way by any act, omission or default of Borrower or any other person. In
        connection with all policies covering assets in which Lender holds or is
        offered a security interest for the Loans, Borrower will provide Lender
        with such loss payable or other endorsements as Lender may require.

    INSURANCE REPORTS.  Furnish to Lender, upon request of Lender, reports on
    each existing insurance policy showing such information as Lender may
    reasonably request, including without limitation the following: (a) the name
    of the insurer; (b) the risks insured; (c) the amount of the policy; (d) the
    properties insured; (e) the then current property values on the basis of
    which insurance has been obtained, and the manner of determining those
    values; and (f) the expiration date of the policy. In addition, upon request
    of Lender (however not more often than annually), Borrower will have an
    independent appraiser satisfactory to Lender determine, as applicable, the
    actual cash value or replacement of any Collateral. The cost of such
    appraisal shall be paid by Borrower.

    OTHER AGREEMENTS.  Comply with all terms and conditions of all other
    agreements, whether now or hereafter existing, between Borrower and any
    other party and notify Lender immediately in writing of any default in
    connection with any other such agreements.

    LOAN PROCEEDS.  Use all Loan proceeds solely for Borrower's business
    operations, unless specifically consented to the contrary by Lender in 
    writing.

    TAXES, CHARGES AND LIENS.  Pay and discharge when due all of its
    indebtedness and obligations, including without limitation all assessments,
    taxes, governmental charges, levies and liens, of every kind and nature,
    imposed upon Borrower or its properties, income or profits, prior to the
    date on which penalties would attach, and all lawful claims that, if unpaid,
    might become a lien or charge upon any of Borrower's properties, income, or
    profits. Provided however, Borrower will not be required to pay and
    discharge any such assessment, tax, charge, levy, lien or claim so long as
    (a) the legality of the same shall be contested in good faith by appropriate
    proceedings, and (b) Borrower shall have established on its books adequate
    reserves with respect to such contested assessments, tax, charge, levy,
    lien, or claim in accordance with generally accepted accounting practices.
    Borrower, upon demand of Lender, will furnish to Lender evidence of payment
    of the assessments, taxes, charges, levies, liens, and claims and will
    authorize the appropriate governmental official to deliver to Lender at any
    time a written statement of any assessments, taxes, charges, levies, liens
    and claims against Borrower's properties, income, or profits.

    PERFORMANCE.  Perform and comply with all terms, conditions, and provisions
    set forth in this Agreement and in the Related Documents in a timely manner,
    and promptly notify Lender if Borrower learns of the occurrence of any event
    which constitutes an Event of Default under this Agreement or under any of
    the Related Documents.

    OPERATIONS.  Maintain executive and management personnel with substantially
    the same qualifications and experience as the present executive and
    management personnel; provide written notice to Lender of any change in
    executive and management personnel; conduct its business affairs in a
    reasonable and prudent manner and in compliance with all applicable federal,
    state and municipal laws, ordinances, rule and regulations respecting its
    properties, charters, businesses and operations, including without
    limitation, compliance with the Americans With Disabilities Act and with all
    minimum funding standards and other requirements of ERISA and other laws
    applicable to Borrower's employee benefit plans.

    INSPECTION.  Permit employees or agents of Lender at any reasonable time to
    inspect any and all Collateral for the Loan or Loans and Borrower's other
    properties and to examine or audit Borrower's books, accounts, and records
    and to make copies and memoranda of Borrower's books, accounts, and records.
    If Borrower now or at any time hereafter maintains any records (including
    without limitation computer generated records and computer software programs
    for the generation of such records) in the possession of a third party,
    Borrower, upon request of Lender, shall notify such party to permit Lender
    free access to such records at all reasonable times and to provide Lender
    with copies of any records it may request, all at Borrower's expense.

    COMPLIANCE CERTIFICATE.  Unless waived in writing by Lender, provide Lender
    at least annually and at the time of each disbursement of Loan proceeds with
    a certificate executed by Borrower's chief financial officer, or other
    officer or person acceptable to Lender, certifying that the representations
    and warranties set forth in this Agreement are true and correct as of the
    date of the certificate and further certifying that, as of the date of the
    certificate, no Event of Default exists under this Agreement.

    ENVIRONMENTAL COMPLIANCE AND REPORTS.  Borrower shall comply in all respects
    with all environmental protection federal, state and local laws, statutes,
    regulations and ordinances; not cause or permit to exist, as a result of an
    intentional or unintentional action or omission on its part or on the part
    of any third party, on property owned and/or occupied by Borrower, any
    environmental activity where damage may result to the environment, unless
    such environmental activity is pursuant to and in compliance with the
    conditions of a permit issued by the appropriate federal, state or local
    governmental authorities; shall furnish to Lender promptly and in any event
    within thirty (30) days after receipt thereof a copy of any notice, summons,
    lien, citation, directive, letter or other communication from any
    governmental agency or instrumentality concerning any intentional or
    unintentional action or omission on Borrower's part in connection with any
    environmental activity whether or not there is damage to the environment
    and/or other natural resources.

    ADDITIONAL ASSURANCES.  Make, execute and deliver to Lender such promissory
    notes, mortgages, deeds of trust, security agreements, financing statements,
    instruments, documents and other agreements as Lender or its attorneys may
    reasonably request to evidence and secure the Loans and to perfect all
    Security interests.

NEGATIVE COVENANTS.  Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent
of Lender:

    CAPITAL EXPENDITURES.  Make or contract to make capital expenditures,
    including leasehold improvements, in any fiscal year in excess of
    $2,000,000.00 or incur liability for rentals or property (including both
    real and personal property) in an amount which, together with capital
    expenditures, shall in any fiscal year exceed such sum.

    INDEBTEDNESS AND LIENS.  (a) Except for trade debt incurred in the normal
    course of business and indebtedness to Lender contemplated by this
    Agreement, create, incur or assume indebtedness for borrowed money,
    including capital leases, (b) except as allowed as a Permitted Lien, sell,
    transfer, mortgage, assign, pledge, lease, grant a security interest in, or
    encumber any of Borrower's assets, or (c) sell with recourse any of
    Borrower's accounts, except to Lender.

    CONTINUITY OF OPERATIONS.  (a) Engage in any business activities
    substantially different than those in which Borrower is presently engaged,
    (b) cease operations, liquidate, merge, transfer, acquire or consolidate
    with any other entity, change ownership, change its name, dissolve or
    transfer or sell Collateral out of the ordinary course of business, (c) pay
    any dividends on Borrower's stock (other than dividends payable in its
    stock), provided, however that notwithstanding the foregoing, but only so
    long as no Event of Default has occurred and is continuing or would result
    from the payment of dividends, if Borrower is a "Subchapter S Corporation"
    (as defined in the Internal Revenue Code of 1986, as amended), Borrower may
    pay cash dividends on its stock to its shareholders from time to time in
    amounts necessary to enable the shareholders to pay income taxes

<PAGE>   6
07-01-1996                       LOAN AGREEMENT                          Page 6
Loan No 127836001                 (Continued)
===============================================================================

        and make estimated income tax payments to satisfy their liabilities
        under federal and state law which arise solely from their status as
        Shareholders of a Subchapter S Corporation because of their ownership of
        shares of stock of Borrower, or (d) purchase or retire any of Borrower's
        outstanding shares or alter or amend Borrower's capital structure.

        LOANS, ACQUISITIONS AND GUARANTIES.  (a) Loan, invest in or advance
        money or assets, (b) purchase, create or acquire any interest in any
        other enterprise or entity, or (c) incur any obligation as surety or
        guarantor other than in the ordinary course of business.

CESSATION OF ADVANCES.  If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent,
files a petition in bankruptcy or similar proceedings, or is adjudged a
bankrupt; (c) there occurs a material adverse change in Borrower's financial
condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any
other loan with Lender; or (e) Lender in good faith deems itself insecure, even
though no Event of Default shall have occurred.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Keogh accounts,
and all trust accounts for which the grant of a security interest would be
prohibited by law. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on the indebtedness against
any and all such accounts.

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of Default
under this Agreement:

        DEFAULT ON INDEBTEDNESS.  Failure of Borrower to make any payment when
        due on the Loans.

        OTHER DEFAULTS.  Failure of Borrower or any Grantor to comply with or to
        perform when due any other term, obligation, covenant or condition
        contained in this Agreement or in any of the Related Documents, or
        failure of Borrower to comply with or to perform any other term,
        obligation, covenant or condition contained in any other agreement
        between Lender and Borrower.

        DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Grantor
        default under any loan, extension of credit, security agreement,
        purchase or sales agreement, or any other agreement, in favor of any
        other creditor or person that may materially affect any of Borrower's
        property or Borrower's or any Grantor's ability to repay the Loans or
        perform their respective obligations under this Agreement or any of the
        Related Documents.

        FALSE STATEMENTS.  Any warranty, representation or statement made or
        furnished to Lender by or on behalf of Borrower or any Grantor under
        this Agreement or the Related Documents is false or misleading in any
        material respect at the time made or furnished, or becomes false or
        misleading at any time thereafter.

        DEFECTIVE COLLATERALIZATION.  This Agreement or any of the Related
        Documents ceases to be in full force and effect (including failure of
        any Security Agreement to create a valid and perfected Security
        Interest) at any time and for any reason.

        INSOLVENCY.  The dissolution or termination of Borrower's existence as a
        going business, the insolvency of Borrower, the appointment of a
        receiver for any part of Borrower's property, any assignment for the
        benefit of creditors, any type of creditor workout, or the commencement
        of any proceeding under any bankruptcy or insolvency laws by or against
        Borrower.

        CREDITOR OR FORFEITURE PROCEEDINGS.  Commencement of foreclosure or
        forfeiture proceedings, whether by judicial proceeding, self-help,
        repossession or any other method, by any creditor of Borrower, any
        creditor of any Grantor against any collateral securing the
        Indebtedness, or by any governmental agency. This includes a
        garnishment, attachment, or levy on or of any of Borrower's deposit
        accounts with Lender. However, this Event of Default shall not apply if
        there is a good faith dispute by Borrower or Grantor, as the case may
        be, as to the validity or reasonableness of the claim which is the basis
        of the creditor or forfeiture proceeding, and if Borrower or Grantor
        gives Lender written notice of the creditor or forfeiture proceeding and
        furnishes reserves or a surety bond for the creditor or forfeiture
        proceeding satisfactory to Lender.

        EVENTS AFFECTING GUARANTOR.  Any of the preceding events occurs with
        respect to any Guarantor of any of the Indebtedness or any Guarantor
        dies or becomes incompetent, or revokes or disputes the validity of, or
        liability under, any Guaranty of the Indebtedness. Lender, at its
        option, may, but shall not be required to, permit the Guarantor's estate
        to assume unconditionally the obligations arising under the guaranty in
        a manner satisfactory to Lender, and, in doing so, cure the Event of
        Default.

        CHANGE IN OWNERSHIP.  Any change in ownership of twenty-five percent
        (25%) or more of the common stock of Borrower.

        ADVERSE CHANGE.  A material adverse change occurs in Borrower's
        financial condition, or Lender believes the prospect of payment or
        performance of the Indebtedness is impaired.

        INSECURITY.  Lender, in good faith, deems itself insecure.

        RIGHT TO CURE.  If any default, other than a Default on Indebtedness, is
        curable and if Borrower or Grantor, as the case may be, has not been
        given a notice of a similar default within the preceding twelve (12)
        months, it may be cured (and no Event of Default will have occurred) (if
        Borrower or Grantor, as the case may be, after receiving written notice
        from Lender demanding cure of such default: (a) cures the default within
        fifteen (15) days; or (b) if the cure requires more than fifteen (15)
        days, immediately initiates steps which Lender deems in Lender's sole
        discretion to be sufficient to cure the default and thereafter continues
        and completes all reasonable and necessary steps sufficient to produce
        compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT.  If any Event of Default shall occur, except
where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate (including any
obligation to make Loan Advances or disbursements), and, at Lender's option,
all Indebtedness immediately will become due and payable, all without notice of
any kind to Borrower, except that in the case of an Event of Default of the
type described in the "Insolvency" subsection above, such acceleration shall be
automatic and not optional. In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender's
rights and remedies shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Borrower or of any Grantor shall not affect Lender's
right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement.

        AMENDMENTS.  This Agreement, together with any Related Documents,
        constitutes the entire understanding and agreement of the parties as to
        the matters set forth in this Agreement. No alteration of or amendment
        to this Agreement shall be effective unless given in writing and signed
        by the party or parties sought to be charged or bound by the alteration
        or amendment.

        APPLICABLE LAW.  This Agreement has been delivered to Lender and
        accepted by Lender in the State of California. If there is a lawsuit
        Borrower agrees upon Lender's request to submit to the jurisdiction of
        the courts of SANTA CRUZ County, the State of California Subject


<PAGE>   7

07-01-1996                       LOAN AGREEMENT
Loan No. 127836001               (Continued)
================================================================================


to the provisions on arbitration, this Agreement shall be governed by and
construed in accordance with the laws of the State of California.

ARBITRATION.  Lender and Borrower agree that all disputes, claims and
controversies between them, whether individual, joint, or class in nature,
arising from this Agreement or otherwise, including without limitation contract
and tort disputes, shall be arbitrated pursuant to the Rules of the American
Arbitration Association, upon request of either party. No act to take or
dispose of any Collateral shall constitute a waiver of this arbitration
agreement or be prohibited by this arbitration agreement. This includes,
without limitation, obtaining injunctive relief or a temporary restraining
order; invoking a power of sale under any deed of trust or mortgage; obtaining
a writ of attachment or imposition of a receiver; or exercising any rights
relating to personal property, including taking or disposing of such property
with or without judicial process pursuant to Article 9 of the Uniform
Commercial Code. Any disputes, claims, or controversies concerning the
lawfulness or reasonableness of any act, or exercise of any right, concerning
any Collateral, including any claim to rescind, reform, or otherwise modify any
agreement relating to the Collateral, shall also be arbitrated, provided
however that no arbitrator shall have the right or the power to enjoin or
restrain any act of any party. Lender and Borrower agree that in the event of
an action for judicial foreclosure pursuant to California Code of Civil
Procedure Section 726, or any similar provision in any other state, the
commencement of such an action will not constitute a waiver of the right to
arbitrate and the court shall refer to arbitration as much of such action,
including counterclaims, as lawfully may be referred to arbitration. Judgment
upon any award rendered by any arbitrator may be entered in any court having
jurisdiction. Nothing in this Agreement shall preclude any party from seeking
equitable relief from a court of competent jurisdiction. The statute of
limitations, estoppel, waiver, laches, and similar doctrines which would
otherwise be applicable in an action brought by a party shall be applicable in
any arbitration proceeding, and the commencement of an arbitration proceeding
shall be deemed the commencement of an action for these purposes. The Federal
Arbitration Act shall apply to the construction, interpretation, and
enforcement of this arbitration provision.

CAPTION HEADINGS.  Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the provisions of
this Agreement.

CONSENT TO LOAN PARTICIPATION.  Borrower agrees and consents to Lender's sale
or transfer, whether now or later, of one or more participation interests in the
Loans to one or more purchasers, whether related or unrelated to Lender. Lender
may provide, without any limitation whatsoever, to any one or more purchasers,
or potential purchasers, any information or knowledge Lender may have about
Borrower or about any other matter relating to the Loan, and Borrower hereby
waives any rights to privacy it may have with respect to such matters. Borrower
additionally waives any and all notices of sale of participation interests, as
well as all notices of any repurchase of such participation interests. Borrower
also agrees that the purchasers of any such participation interests will be
considered as the absolute owners of such interests in the Loans and will have
all the rights granted under the participation agreement or agreements
governing the sale of such participation interests. Borrower further waives all
rights of offset or counterclaim that it may have now or later against Lender
or against any purchaser of such a participation interest and unconditionally
agrees that either Lender or such purchaser may enforce Borrower's obligation
under the Loans irrespective of the failure to insolvency of any holder of any
interest in the Loans. Borrower further agrees that the purchaser of any such
participation interests may enforce its interests irrespective of any personal
claims or defenses that Borrower may have against Lender.

COSTS AND EXPENSES.  Borrower agrees to pay upon demand all of Lender's
expenses, including without limitation attorneys' fees, incurred in connection
with the preparation, execution, enforcement, modification and collection of
this Agreement or in connection with the Loans made pursuant to this Agreement.
Lender may pay someone else to help collect the Loans and to enforce this
Agreement, and Borrower will pay that amount. This includes, subject to any
limits under applicable law, Lender's attorneys' fees and Lender's legal
expenses, whether or not there is a lawsuit, including attorneys' fees for
bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection
services. Borrower also will pay any court costs, in addition to all other sums
provided by law.

NOTICES.  All notices required to be given under this Agreement shall be given
in writing, may be sent by telefacsimile, and shall be effective where actually
delivered or when deposited with a nationally recognized overnight courier or
deposited in the United States mail, first class, postage prepaid, addressed to
the party to whom the notice is to be given at the address shown above. Any
party may change its address for notice under this Agreement by giving formal
written notice to the other parties, specifying that the purpose of the notice
is to change the party's address. To the extent permitted by applicable law, if
there is more than one Borrower, notice to any Borrower will constitute notice
to all Borrowers. For notice purposes, Borrower will keep Lender informed at
all times of Borrower's current address(es).

SEVERABILITY.  If a court competent jurisdiction finds any provision of this
Agreement to be invalid or unenforceable as to any person of circumstance, such
finding shall not render that provision invalid or unenforceable as to any
other persons or circumstances. If feasible, any such offending provision shall
be deemed to be modified to be within the limits of enforceability or validity;
however, if the offending provision cannot be so modified, it shall be stricken
and all other provisions of this Agreement in all other respects shall remain
valid and enforceable.

SUBSIDIARIES AND AFFILIATES OF BORROWER.  To the extent the context of any
provisions of this Agreement makes it appropriate, including without limitation
any representation, warranty or covenant, the word "Borrower" as used herein
shall include all subsidiaries and affiliates of Borrower. Notwithstanding the
foregoing however, under no circumstances shall this Agreement be construed to
require Lender to make any Loan or other financial accommodation to any
subsidiary or affiliate of Borrower.

SUCCESSORS AND ASSIGNS.  All covenants and agreements contained by or on behalf
of Borrower shall bind its successors and assigns and shall inure to the
benefit of Lender, its successors and assigns. Borrower shall not, however,
have the right to assign its rights under this Agreement of any interest
therein, without the prior written consent of Lender.

SURVIVAL.  All warranties, representations, and covenants made by Borrower in
this Agreement or in any certificate or other instrument delivered to Borrower
to Lender under this Agreement shall be considered to have been relied upon by
Lender and will survive the making of the Loan and delivery to Lender of the
Related Document, regardless of any investigation made by Lender or on Lender's
behalf.

TIME IS OF THE ESSENCE.  Time is of the essence in the performance of this
Agreement.

WAIVER.  Lender shall not be deemed to have waived any rights under this
Agreement unless such waiver is given in writing and signed by Lender. No delay
or omission on the part of Lender in exercising any right shall operate as a
waiver of such right or any other right. A waiver by Lender of a provision of
this Agreement shall not prejudice or constitute a waiver of Lender's right
otherwise to demand strict compliance with the provisions or any other
provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Borrower, between Lender and any Grantor, shall
constitute a waiver of any of Lender's rights or of any obligations of Borrower
or of any Grantor as to any future transactions. Whenever the consent of Lender
is required under this Agreement, the granting of such consent by Lender in any
instance, shall not constitute continuing consent in subsequent instances where
such consent is required, and in all cases such consent may be granted withheld
in the sole discretion of Lender.


<PAGE>   8
07-01-1996                       LOAN AGREEMENT
LOAN NO 127836001                 (CONTINUED)
===============================================================================

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN AGREEMENT,
AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF JULY 1, 1996.


BORROWER:

NOVADIGM, INC.

By:      /s/ WALLACE RUIZ
   ----------------------------------
    WALLACE RUIZ, VICE PRESIDENT/CFO
         

LENDER:

COAST COMMERCIAL BANK


By:      /s/ MICHAEL VASQUEZ
   ----------------------------------
    Authorized Officer