U.S. SMALL BUSINESS ADMINISTRATION
                                              EL PASO DISTRICT OFFICE
                                        10737 GATEWAY BLVD. WEST, SUITE 320
                                               EL PASO, TEXAS 79935

                                       AUTHORIZATION FOR DEBENTURE GUARANTEE
                                                    504 PROGRAM

                                Date:       August 7, 1997

                                Borrower:        Refrigeration Technology Inc.

                                SBA Loan Number:          CDC-147-053-4000-EP


Upper Rio Grande Development Corporation
(Certified Development Company) (CDC)
11 00 North Stanton - Suite 61 0
(Address)
El Paso. Texas 79901
(City, State, Zip Code)


The Small Business  Administration (SBA) authorizes the guarantee of a Debenture
to be issued by CDC to assist Borrower  Refrigeration  Technology  Inc., a small
business,  pursuant to Title V of the Small Business Investment Act of 1 958, as
amended (the "Act"), subject to the following terms and conditions:

1. Project:  The proceeds of the Debenture shall be used only towards  financing
the purchase or lease,  and/or  improvement  or  renovation  by Borrower of: (i)
SUBJECT  ADDRESS IS A 8909  KINGSWAY  STREET.  ANTHONY.  TEXAS.  REAL ESTATE AND
IMPROVEMENTS ARE LEGALLY DESCRIBED As:

PARCEL 1: LOTS 3 THROUGH 1 8. LOTS 43 THROUGH 54. AND LOTS 57 AND 58.  BLOCK 1 5
WESTWAY  UNIT II. AN ADDITION  TO THE CITY OF EL PASO,  EL PASO  COUNTY.  TEXAS.
ACCORDING  TO THE MAP  THEREOF ON FILE IN BOOK 1 7. PAGE 35.  PLAT  RECORDS.  EL
PASO. COUNTY TEXAS:


PARCEL 2: LOTS 1 9. 20. 41 AND 42.  BLOCK 1 5.  WESTWAY  UNIT II. AN ADDITION TO
THE CITY OF EL PASO, EL PASO COUNTY. TEXAS. ACCORDING TO THE MAP THEREOF ON FILE
IN BOOK 1 7. PAGE 35. PLAT RECORDS. EL PASO. COUNTY TEXAS:


PARCEL 3: LOTS 55 AND 56. BLOCK 1 5. WESTWAY UNIT II. AN ADDITION TO THE CITY OF
EL PASO. EL PASO COUNTY.  TEXAS,  ACCORDING TO THE MAP THEREOF ON FILE IN BOOK 1
7. PAGE 35. PLAT RECORDS. EL PASO, COUNTY TEXAS:


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        (ii)      General description of machinery, equipment (NONE).

        2. Terms of the  Debenture  and Note: At a time agreed upon by SBA, CDC,
        and Borrower prior to funding of the 504 loan ("Closing"),  the Borrower
        shall execute a Promissory  Note  ("Note") in favor of CDC,  which shall
        issue a Debenture, all reflecting the following terms:

                (a)        Amount: $261 .000.00.




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           (c) Repayment  Terms: At the date the Debenture is sold, the interest
           rate Will be set and the amount of the monthly principal and interest
           installment for the term of the Note and the semiannual principal and
           interest   installment   for  the  term  of  the  Debenture  will  be
           established.

           (d) Prepayment: Borrower may prepay the entire outstanding balance of
           the  Note  prior  to the  maturity  date,  but may not  make  partial
           prepayments.  If Borrower prepays during the first half of the stated
           term,  there will be a prepayment  premium,  calculated by applying a
           declining   percentage  of  the   Debenture   interest  rate  to  the
           outstanding  principal  balance of the Note. A schedule of the dollar
           amount  of the  premium  will  be  provided  after  the  sale  of the
           Debenture.

           (e) Borrower Guaranty Fee: Borrower agrees to pay an ongoing guaranty
           fee equal to 7/8th of I percent per annum of the principal balance as
           calculated at five year  intervals  beginning with the first payment.
           This payment shall be made until the loan is terminated  and shall be
           included  with the payment  made each month to the Central  Servicing
           Agent.

           (f)  Participation  Fee:  SBA's  approval of this loan is conditioned
           upon the  receipt by SBA of a onetime  fee equal to  one-half  of one
           percent of the  principal  amount of the senior  mortgage  associated
           with this 504 loan.  The payment  shall be submitted in the form of a
           certified  check or a  guaranteed  funds check which shall be sent to
           the Central Servicing Agent by the CDC along with other documentation
           related to this loan.

           (g)  Development  Company  Fee:  The CDC agrees  that it shall pay an
           ongoing  guaranty fee on a monthly  basis equal to  one-eighth of one
           percent  per  annum.  This fee  shall be  calculated  on the  balance
           outstanding  at five year  Intervals  and shall be deducted  from the
           servicing  fee collected by the GSA for the CDC. The CDC shall retain
           a  minimum  servicing  fee of 0.5  percent  (50  basis  points),  not
           Including the ongoing guaranty fee.

Project Cost: The Project Cost shall include only the specific components set
 forth below. Project Cost does not include
Administrative Costs.

Purchase of land and/or building                            $452,002.00
Construction (building, remodeling)                          $54,517.00
Machinery, equipment and other personalty
(purchase, installation)                                    $204,268.00
Professional fees                                           $      0.00
Other expenses: (construction contingencies)                $      0.00
           (Interim interest and points)                    $708,785.00
Total Project Cost

Borrower's  Injection:  At or prior to Closing,  Borrower must contribute to the
Project from its own  resources,  CDC or any other source the sum of $108,785.00
In cash (or oilier  property  acceptable to SBA obtained with the cash) or land.
If any  of the  contribution  Is  borrowed  and  secured  by any of the  Project
Property,  the resulting  obligation must be expressly  subordinate to the liens
securing  the Note and may not be repaid at a faster  rate than the Note  unless
prior  written  approval  is  obtained  from SRk A copy of any  debt  Instrument
Mencing such obligation must be supplied to CDC at or prior to Closing.



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(a) Interim  Lender:  NORWEST BANK will provide an interim loan in the principal
amount of $600.000.00 (Interim Lender).

                 (b) Application of Net Debenture Proceeds to Interim Loan: Upon
                 sale of the Debenture,  the Net Debenture Proceeds (the portion
                 of  Debenture  Proceeds  that  finance  Project  Cost)  will be
                 applied to pay off the balance of the interim loan,  or, if the
                 Interim  Lender is the  Third-Party  Lienholder,  to reduce the
                 balance to the amount specified in Paragraph six below.

                 (C) Required  Certifications  Before  Debenture Is Issued:  CDC
                 must cause  Interim  Lender to certify that it has no knowledge
                 of any unremedied  substantial  adverse change in the condition
                 of the Borrower  [and/or  Operating  Company] since the date of
                 the  loan  application  to the  Interim  Lender,  and  that the
                 interim loan has been disbursed in reasonable  compliance  with
                 this  Authorization.  [CDC must certify that  construction  has
                 been   completed  in  accordance   with  the  final  plans  and
                 specifications.  CDC  may  rely  upon  a  certification  by the
                 Interim Lender.1

         6. Permanent Prior Financing:  NORWEST BANK ("Third-Party  Lienholder")
         will provide  permanent  financing in the amount of  $350.000.00  for a
         term of TEN (10) years ("Third-Party Lienholder Loan"). The Third-Party
         Lienholder's Note must not be open-ended or  cross-collateralized  with
         other financing provided by Third-Party  Lienholder;  nor shall it have
         an early call  feature,  any demand  provisions  (unless the Note is in
         default),  or any requirement for a balloon payment prior to the end of
         the above  term or ten years (in the case of a Project  involving  real
         estate) or seven  years (in the case of a Project  not  involving  real
         estate with a ten year  Debenture),  whichever is earlier.  Third-Party
         Lienholder must  subordinate to the CDC/SBA lien all future advances in
         excess  of  the  Third-Party  Lienholder  Loan  except  those  for  the
         reasonable  costs of  collection,  maintenance,  and  protection of the
         Third-Party Lienholder's lien position.

         7.  Costs in Excess of  Project  Cost:  Borrower  must pay any costs in
         excess of the total  Project  Cost  referred  to in  Paragraph  3 which
         Borrower incurs in completing the Project.

         8. Use of Debenture  Proceeds:  The Debenture Proceeds shall be used to
         pay  Administrative  Costs  and the  final  35.3  percent  of the total
         Project Cost.
        (a)     CDC Share (35.3%) of Project cost  $250,000.00

        (b)     Administrative coats
                1.      SBA Guarantee Fee (A x .00875)                $2,187.50
                2.      Funding Fee CA x 0.0025)                       $ 625.00
                3.      cDc Processing Fee (A x 0.015)                $3,750.00
                4.      closing costs                                 $2,500.00
                5.      Subtotal (B.1 through B.4)                    $1,631.25
                6.      Underwriters Fee*                            $10,693.75
                7.      Total CB.5 plus B.6)
      (c)     Total Debenture Amount
                (A plus B.7, rounded up to next thousand)           $261.000.00
        (d)     Balance to Borrower c minus (A plus 8.7))             $  306.25

                        Underwriters fee calculated as follows: Sum of A and B.5
                        divided by 0.99375;  round this number up to the highest
                        thousand; multiply this number by 0.00625.


                 (a)       The Note.

                 (b) A Second Deed of Trust or Mortgage on the Project  Property
                 creating a valid lien at the time of Debenture funding, subject
                 only to a prior  lien  held by  Third-Party  Lienholder  in the
                 amount of the Third-Party Lienholder Loan. In this regard:


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                         (1) Mortgagee's  Title Insurance:  For all Project real
                         property required as collateral, Borrower shall provide
                         title  insurance  issued by a reputable title insurance
                         company  in an  amount  equal  to the Note [or the Note
                         less personal  property costs insuring that CDC and SBA
                         hold  a  valid  second  lien  on the  Project  Property
                         subject only to the liens  expressly  permitted by this
                         Authorization. At the time of Closing, either (1) there
                         shall be no  contractor's,  mechanic's or materialman's
                         liens on the Property, and none which might possibly be
                         filed after  Closing which would impair the priority of
                         the Development  Company/SBA  lien and no exception for
                         same in the title insurance  commitment/policy,  or (2)
                         the title insurance  company shall provide  affirmative
                         coverage  to CDC  and SBA  over  any  such  exceptions,
                         affording   reasonably   adequate   protection  against
                         material   loss  arising  from  such   exceptions.   In
                         addition,  the title  insurance  company  shall provide
                         such  endorsements  as CDC or SBA  deems  necessary  to
                         protect CDC and SBA  reasonably  against  material loss
                         arising  from any other  exceptions.  In states where a
                         survey is  customarily  provided  for  title  insurance
                         coverage,   Borrower   shall  also   provide  a  survey
                         certified to SBA/CDC,  or a prior survey  acceptable to
                         SBA/CDC and the title insurer and a satisfactory survey
                         affidavit  of no  change.  Further,  Mortgagee's  Title
                         Insurance  shall  contain no  exception as to homestead
                         and no  exceptions  to survey  or any other  exceptions
                         save and except  standard  easements that do not affect
                         the value of the realty.  Any "Arbitration  Provisions"
                         must be deleted prior to the issuance of the policy.

(2)  Subordination  Agreements:  CDC shall obtain [in  recordable  form] written
subordination  agreements  from any tenants  occupying  any of the Project  real
property  required as  collateral.  [Appropriate  subordination  language may be
included in the Lease as an alternative.]

                        (3) Vendor's Lien:  Seller of real estate shall retain a
                        Vendor's  Lien in the  Warranty  Deed to the Borrower in
                        the approximately amount of $452,002.00 and the Vendor's
                        Lien shall be renewed and  extended in the Deed of Trust
                        in favor of the CDC.

                         (4) Mechanic's Lien: Assignment of Mechanic's Lien Note
                         and Mechanic's and  Materialman's  Lien Contract in the
                         total amount of the  construction,  which Note and Lien
                         shall be renewed  and  extended in the Deed of Trust in
                         favor of the CDC, for the amount of construction  funds
                         so furnished.

                 (C) A Security  Agreement and Financing  Statement  executed by
                 Borrower [and Operating  Company] on all machinery,  equipment,
                 furniture,   fixtures,   and  other   personal   property  (the
                 "Personalty") financed as part of the Project, and all proceeds
                 therefrom,  subject  only to a prior  lien held by  Third-Party
                 Lienholder in the amount of the  Third-Party  Lienholder  Loan.
                 Borrower must provide an itemized list of the  Personalty to be
                 attached  as an  exhibit  to the  Security  Agreement  and  any
                 accompanying  Financing  Statements,  describing  each  item of
                 collateral by number and type, including brand



<PAGE>




                 name and serial number,  if applicable,  sufficient to identify
                 it. A Uniform  Commercial  Code lien search showing  CDC/SBA in
                 proper lien  position  (state and  county) is required  for all
                 such Personalty.

                 (d) A  Guarantee  on SBA Form 148  executed  by RTI Inc. (A New
                 York  Corporation),  a recourse  guarantee of Borrower's entire
                 obligation under the Note (a "148 Guarantee"). If the Guarantor
                 is a corporation  then a Corporate  Resolution will be required
                 from the guarantor  stating that,  "the guaranty may reasonably
                 be expected to benefit  directly or  indirectly  the  guarantor
                 corporation."

                 (e) A Guarantee  on SBA Form 148  executed by  Industrias  RTI.
                 S.A. de C.V. (A Mexico  Corporation),  a recourse  guarantee of
                 Borrower's   entire   obligation   under   the   Note  (a  "148
                 Guarantee"). If the Guarantor is a corporation then a Corporate
                 Resolution  will be required from the  guarantor  stating that,
                 "the guaranty may reasonably be expected to benefit directly or
                 indirectly the guarantor corporation."

                 (f) A Collateral  Assignment  of Life  Insurance on the life of
                 Theo  W.  Muller  in  the  amount  of $  $200,000.00,  properly
                 acknowledged  by the Home Office of the insurer.  [The original
                 life  insurance  policy  shall be delivered to CDC or SBA.] CDC
                 and  SBA   must  be   named  as   collateral   assignees,   not
                 beneficiaries.   Borrower  shall  cause  the  owner/insured  to
                 maintain the policy for FIVE (5) years.

                 (g) Third-Party Lienholder's Agreement:  Third-Party Lienholder
                 must execute and deliver at Closing an agreement tin recordable
                 form] that (a)  confirms  the  extent to which the  Third-Party
                 Lienholder   Loan  has  been  fully  advanced   [itemizing  any
                 escrows];  (b) confirms that no future  advances  shall be made
                 that are collateralized by the Third-Party Lienholder's deed of
                 trust  [mortgage]  or security  agreement,  except  advances to
                 preserve  and  protect  the   collateral  or  the   Third-Party
                 Lienholder's interest in the collateral (including  foreclosure
                 costs); (c) waives as to the CDC/SBA lien any provisions in its
                 deed of trust,  mortgage,  or  security  agreement  prohibiting
                 further encumbrances;  and (d) gives CDC and SBA written notice
                 of an event of default  and the  opportunity  to  purchase  the
                 Third-Party  Lienholder's  note and lien prior to  foreclosure.
                 Such  notice  must be given  within 30 days  after the event of
                 default and at least 60 days prior to the date of any  proposed
                 sale.

                 (h) Assignment to SBA. CDC must execute a satisfactory  written
                 assignment  to SBA of its  interest in the Note,  lease and all
                 collateral documents executed by the Borrower and guarantors.

        10.       Insurance Requirements:

                 (a) Flood Insurance. Borrower must provide a completed Standard
                 Flood Hazard  Determination  (FEMA Form 8 1-93).  Borrower must
                 obtain flood  insurance in an amount equal to the lesser of the
                 insurable  value  of the  property  or  the  maximum  limit  of
                 coverage  available if any portion of the collateral is located
                 in a flood hazard zone.  (Borrower  will be ineligible  for any
                 future  disaster  assistance or SBA business loan assistance if
                 such flood  insurance is not  maintained for the entire term of
                 the loan.) Lender,  upon learning that suitable flood insurance
                 coverage  is not in  place,  shall  notify  Borrower  that such
                 coverage  shall be obtained and the cost added to the amount of
                 the loan  unless such  coverage is provided by Borrower  within
                 forty-five  (45) days and shall  force  place such  coverage if
                 Borrower fails to comply.




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                 The services of record of the subject loan,  whether  Lender or
                 SBA shall notify the issuing  insurance carrier or its agent of
                 record in writing  within sixty (60) days of  occurrence of the
                 change of the  servicer  of record of the loan to  endorse  the
                 flood  policy  to  change  the   mortgagee  or  servicer.   The
                 notification shall include the borrower's full name; the policy
                 number;  the property address  (including city and state);  the
                 name of the lender or servicer  reporting the change;  the name
                 and telephone number of a contact person; the name, address and
                 contact person of the new mortgagee or servicer.

                 (b) Hazard Insurance on Real Property:  Borrower [and Operating
                 Company] must acquire and maintain  (from a carrier with a Best
                 rating  of A  or  better)  hazard  insurance,  including  fire,
                 lightning,   extended   coverage,   vandalism,   and  malicious
                 mischief,  on all  of  the  Project  Property  and  non-Project
                 Property collateral, in favor of CDC and SBA as "mortgagees" as
                 their interests may appear (under a New York Standard  Mortgage
                 clause) for the full replacement  cost,  unless a lesser amount
                 is approved by SBA in writing.

                 (c) Liability Insurance: Borrower and/or Operating Company must
                 acquire and maintain (from a carrier with a Best rating of A or
                 better)   liability   insurance   coverage   covering  business
                 operations in an amount satisfactory to CDC. CDC and SBA are to
                 be named as "additional insureds" on liability insurance.

                 (d) Workers' Compensation  Coverage:  Borrower and/or Operating
                 Company must acquire and maintain (and provide  evidence of the
                 acquisition  and  maintenance) on an ongoing basis for the full
                 term  of  the  Debenture  all  required  workers'  compensation
                 coverage.

        11.       Environmental Requirements:

                 (a)       Environmental Inspections.

                 CDC  must  satisfy  SBA that  all  real  estate  to be taken as
                 collateral is free from environmental  contamination.  For each
                 such property, CDC must provide SBA with reports or findings of
                 any environmental  inspection known to have been performed. For
                 commercial  and  industrial  sites,  if no inspection  has been
                 done, CDC must complete an on-site inspection and environmental
                 questionnaire satisfactory to SBA.

                 A Phase I Environmental  Audit must be performed by a reputable
                 private concern satisfactory to CDC and SBA if: (a) the on-site
                 inspection and  environmental  questionnaire do not satisfy SBA
                 as  to  the  absence  of  the   potential   for   environmental
                 contamination;  or (2) as  determined  by SBA,  EPA or CDC, the
                 Borrower [and/or Operating  Company] or a prior occupant of the
                 property is a member of a frequently  polluting business sector
                 or the property is located in an area known to have a pollution
                 problem.

                 A Phase II Environmental Audit must be performed by a reputable
                 private concern satisfactory to CDC and SBA if: (a) the on-site
                 inspection and environmental questionnaire or the Phase I audit
                 indicates  the presence or potential of  contamination;  or (b)
                 the Phase I audit does not  satisfy  SBA that the  property  is
                 free from environmental contamination.




<PAGE>




                 SBA reserves the right to modify terms and conditions or cancel
                 this Authorization  prior to loan disbursement if environmental
                 contamination  is  discovered  on any of the real  estate to be
                 taken as collateral to an extent sufficient to have a material,
                 adverse  effect  on  the  value  of  any of  such  property  as
                 collateral,  or if the cost of restoring the contaminated  site
                 would have a material, adverse financial impact on Borrower [or
                 Operating Company.

                 (b)       Warranty.

With respect to each piece of real estate  collateral,  the property  owner must
warrant,

                 effective at Closing and during the term of the Note, that:
1) it is and shall continue to be in full compliance with all applicable  local,
State and Federal environmental laws and regulations;

2) no proceedings  alleging  violations of environmental laws or regulations are
pending;

                         3) it either has no knowledge of any contamination from
                         hazardous  substances or the current or former presence
                         of hazardous  substances stored or used on the property
                         in violation of any local,  State or Federal  health or
                         environmental  law or  regulation,  or any violation of
                         which it has knowledge  has been fully  corrected or is
                         the subject of an existing  mitigation plan approved by
                         SBA;

                         4) it shall assume all responsibility and all liability
                         for  hazardous  substance  cleanup  resulting  from any
                         contamination,  past,  present,  or future  (during its
                         period of ownership),  and shall  indemnify CDC and SBA
                         for any and all resulting  liabilities or costs (CDC or
                         SBA may require a separate indemnification  agreement);
                         and

                        5) it shall  promptly  notify  CDC and SBA if it obtains
                        any  information  which  causes it to know,  believe  or
                        reasonably  suspect  that  there  may be  any  hazardous
                        substance in or around any of the real estate.

         12.      Other Conditions.

        The following  terms also must be agreed to by Borrower  [and  Operating
Company]:

                 (a) No Adverse  Change:  Prior to Closing,  the  Borrower  [and
                 Operating  Company]  must certify to CDC that since the date of
                 application  there has been no unremedied  substantial  adverse
                 change in the financial condition of Borrower [and/or Operating
                 Company]  or  its  ability  to  repay  the  Project  financing,
                 including  the Note.  Borrower must also supply to CDC accurate
                 financial  statements,  [reviewed by a CPA,] [of the  Operating
                 Company], current within 90 days of Closing.

                 (b) Change of Ownership or Control: There shall be no change in
                 the   ownership  or  control  of  the  Borrower  [or  Operating
                 Company],  during  the  term of the  Note,  without  the  prior
                 written consent of SBA; provided,  that,  commencing six months
                 after the Closing,  Borrower [or Operating Company may have one
                 or more changes in ownership without approval of SBA so long as
                 the  cumulative  change  over the term of the Note is less than
                 five percent (5%).




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                         (1)  Corporate  Documents:  At  or  prior  to  Closing,
                         Borrower and all corporate  guarantors  shall submit to
                         CDC a [certified] copy of their Articles or Certificate
                         of Incorporation (with amendments), Certificate of Good
                         Standing,  Certificate to Do Business (if  applicable),
                         [Bylaws] and Corporate Borrowing Resolution.

                 (d) Opinion  Letter  from  Borrower's  Counsel:  At or prior to
                 Closing,  Borrower's  counsel shall submit an acceptable  legal
                 opinion  verifying  that all  Borrower  or  guarantor  entities
                 (other than natural  persons) are properly  organized,  in good
                 standing, validly existing, and have the authority to borrow or
                 guarantee;  and that the documents executed by the Borrower and
                 guarantors have been authorized,  executed, and delivered by an
                 authorized  officer,  and are  valid and  binding  obligations,
                 enforceable  in accordance  with their  respective  terms;  and
                 opinions as to such other matters as SBA or CDC may require.

                 (e)  Occupancy  Certificate:  At or prior to Closing,  Borrower
                 shall  submit  to CDC a copy of its  Occupancy  Certificate  or
                 final inspection report or other evidence  satisfactory to CDC,
                 that: (i) the Project has been  substantially  completed;  (ii)
                 all elements of the Project Cost have been paid in full;  (iii)
                 Borrower [or the Operating  Company]  occupies (or will shortly
                 occupy  in the case of an escrow  closing)  at least 67% of the
                 Project Property; and (iv) the Project complies with all zoning
                 and necessary governmental permit and licensing requirements.

                 (f) Payments and  Disbursements:  The Central  Servicing  Agent
                 (CSA) shall  handle all payments  and  disbursements  under the
                 Debenture.  CDC, Borrower [and Operating Company~ shall execute
                 the Servicing  Agent Agreement (SBA Form 1 506). In addition to
                 the  Project  Cost  and  Administrative  Costs  referred  to in
                 Paragraphs 3 and 8, the Servicing  Agent  Agreement  requires a
                 servicing charge on the outstanding  loan balance.  Such charge
                 will be included in the monthly loan  installment as determined
                 by the CSA. Payments shall be made by Automated  Clearing House
                 (ACH) or wire  transfer.  Borrowers must pay a late fee of five
                 percent of the late  payment or $100.00,  whichever is greater,
                 for  payments  received  by the CSA  after the 1 5th day of any
                 month.

                 (g)  Books.  Records  and  Reports:   Borrower  [and  Operating
                 Company] must comply with all SBA requirements, including those
                 regarding inspections,  audits, appraisals, SBA access to books
                 and records, and submission of financial  statements.  Borrower
                 [and/or  Operating  Company] will keep proper books and records
                 in a manner acceptable to CDC and SBA at all times. CDC and SBA
                 may make  inspections,  audits,  and examinations of the books,
                 records  and assets of the  business at the expense of Borrower
                 [and/or Operating Company]. Borrower [and/or Operating Company]
                 will  furnish  financial  statements  to CDC and/or SBA for the
                 period  ending  December  31,  1997 and  annually.  thereafter.
                 Borrower  [and/or  Operating  Company]  authorizes all Federal,
                 state and  municipal  authorities  to disclose  and furnish any
                 information  regarding  Borrower [and/or Operating  Company] to
                 CDC and/or SBA upon the request of the CDC and/or SBA.




<PAGE>




                 (h) Earthquake  Hazards:  In the construction of a new building
                 or an addition to a building,  Borrower  must submit  evidence,
                 acceptable to CDC and SBA, that the construction  conforms with
                 the "National  Earthquake  Hazards  Reduction  Program  (NEHRP)
                 Recommended   Provisions   for  the   Development   of  Seismic
                 Regulations for New Buildings",  or a substantially  equivalent
                 standard in those jurisdictions which have not enacted NEHRP.

                 (i)  Compliance  with  Federal  Equal  Opportunity   Standards:
                 Borrower and Operating  Company must not  discriminate in their
                 employment  practices.  Borrower or  [Operating  Company]  must
                 display SBA Form 722, "Equal  Opportunity  Poster" at its place
                 of  business  in a  location  where it is  clearly  visible  to
                 employees, applicants for employment and the general public.

                 (j)  Completion  of  Debenture  Terms:  Borrower  1,  Operating
                 Company]  and CDC  authorize  CDC,  SBA  and/or CSA to date and
                 otherwise complete any terms of the Debenture or Loan Documents
                 which were incomplete at the time of their execution as soon as
                 such terms become known to them.

                 (k) Closing  Costs:  At or prior to Closing,  Borrower must pay
                 all closing costs, including but not limited to title insurance
                 premiums,  recording costs, and premiums for insurance required
                 by this Authorization.

(i) American-Made Products: Borrower agrees, to the extent feasible, to purchase
only American-made equipment and products with the proceeds of the 504 loan.
                 (in) Child Support. By executing this  Authorization,  Borrower
                 [and  Operating  Company]  certifies that no person who owns at
                 least 50% of the voting  interest of the Borrower [or Operating
                 Company is delinquent  more than 60 days under the terms of any
                 (a)  administrative  order,  (b) court order,  or (c) repayment
                 agreement requiring payment of child support.

                 (n) IRS Authorization. Borrower [or Operating Company must sign
                 IRS Form 4506 authorizing the IRS to send to CDC Borrower's [or
                 Operating Company' si tax return transcripts for the last three
                 years preceding the application.  The tax verification  must be
                 received by CDC prior to loan disbursement.

                 (o) Tax  Certification.  Borrower [and  Operating  Company must
                 certify to CDC that its taxes are current and that no tax liens
                 or judgments  exist which would  result in a lien  attaching to
                 any of the collateral securing the Note.

                 (p)  Use of  Proceeds.  At  Closing,  Borrower  [and  Operating
                 Company  and  CDC  must  certify  as to the  actual  use of the
                 Debenture Proceeds.

                 (q) Compensation  Agreement.  At Closing, CDC and Borrower must
                 provide  an  SBA  Form  1 59  from  each  agent  (including  an
                 attorney,      accountant,      consultant,      manufacturer's
                 representative, packager, lender service provider, or any other
                 person  representing  a Borrower) that assisted the Borrower to
                 obtain the 504 loan, indicating the amount of each fee.

                 (r) Other  Conditions.  Borrower  must  comply  with such other
                 conditions,   not  inconsistent  with  the  provisions  of  the
                 Authorization, as reasonably may be imposed by CDC.




<PAGE>

                 (s) Appraisal.  Prior to closing,  CDC shall furnish SBA with a
                 certified  appraisal  of  the  Project  property.   Should  the
                 appraisal  show a value  of less  than $  620.000.00,  Borrower
                 shall provide additional investment,  additional collateral, or
                 reduce the size of the Project, as appropriate.

                 (t)  Permanent  Financing  Takeout:  If the 504 loan is part of
                 permanent    takeout   financing   of   a   Project   involving
                 construction,   closing   shall   take  place  only  after  (a)
                 completion  of  construction;  (b)  execution  by Borrower  and
                 Contractor  of an affidavit  that  construction  is complete in
                 accordance  with  final  plans and  specification  and that all
                 bills have been paid;  (C)  written  final  inspection  made by
                 interim  lender,  CDC,  and  qualified   architect/engineer  to
                 certify that the project was completed  within the scope of the
                 construction  plans and  specifications;  (d)  transfer  of all
                 liens (Mechanic's Lien Note and/or Mechanic's and Materialman's
                 Lien Contract,  etc.) by the interim Lender to the CDC/SBA; and
                 (e) receipt by Lender of a satisfactory information letter from
                 the Mortgagee Title policy insurer.

                 (u) At or prior to closing, CDC is to be in receipt of evidence
                 of  injection of at least  $108.785.00  by  Principals  for use
                 solely in business.  Borrower  agrees that this investment will
                 remain in the business  until this SBA debenture  guaranty loan
                 is  fully  repaid.  This  injection  is to be used as  follows:
                 $108,785.00   toward   eligible  real  estate   purchase  costs
                 contingency costs.

        13.       General Conditions:

                 (a) Borrower  must  cooperate  fully with CDC and SBA, and must
                 execute all  documents  required by CDC and SBA. All  documents
                 required to be produced by the Borrower must be satisfactory to
                 SBA in form and  substance.  They also must be submitted to CDC
                 counsel  sufficiently in advance of Closing (as directed by CDC
                 counsel).

                 (b) Disbursements of Debenture  Proceeds shall be made no later
                 than twelve  (12)  months  from the date of this  Authorization
                 unless such time is extended  by prior  written  consent of CDC
                 and SBA.

                 (c) If during the term of the Debenture, Borrower or any of its
                 affiliates acquire, directly or indirectly, in excess of a 1 0%
                 ownership or interest in CDC, the Debenture  shall  immediately
                 become due and payable in full.

  (d)  The terms and conditions of this Authorization shall survive Closing.




<PAGE>
   CDC and Borrower [and Operating  Company]  shall confirm their  acceptance of
   these terms and conditions by signing this  Authorization and returning it to
   this District Office within ten (10) days after receive it.

Aida Alvarez, Adminstrator


BY: Phillip C. Silva, Assistant District Director       Approval Date 8/14/97
          for Economic Development

   ACCEPTANCE BY BORROWER AND CDC: In consideration  for the provision by SBA of
   financial assistance to CDC for the benefit of Borrower,  and intending to be
   bound,  Borrower,  [Operating  Company,]  and CDC  accept and agree to comply
   fully  with the terms and  conditions  of this  Authorization  For  Debenture
   Guarantee.  Each person signing below  represents and warrants that he or she
   is fully authorized to execute this Authorization in the capacity indicated.

   Refrigeration Technology, Inc.                         Guarantor: RTI Inc.

   By: Theo Muller, Chairman & CEO 12/1/0/97            Rick Bacchus, President
                                                              12/10/97

   Attetst: James Caylor 12/10/97                       Rocky Bacchus 12/10/97
               Secretary                                      Secretary

   Guarantor: Industria RTI, S.A. de C.V.
   By: Philis Bacchus                                 12/10/97
   Sole Director                                Refrigeration Technology, Inc.

   Attest N/A                                  By: Rockney D. Bacchus 12/17/97
                                                     Vice President

   Upper Rio Grande Certified Development Company (CDC)
   By: Justin Ormsey, Executive Director 12/10/97

   Attest: Michelle Weaver 12/10/97
               Secretary




<PAGE>
                                NAME AFFIDAVIT
        STATE 0F Texas                   )
                                         )
     COUNTY OF El Paso                   )


              BEFORE ME, the  undersigned,  a Notary Public in and for the State
   of Texas on this day personally appeared PHILIS BACCHUS, who after being duly
   sworn according to law, stated under oath as follows:
              1. Affiant is also known as PHILIS MOLLAN BROMFMAN.
              2.  Afflant,  a/k/a PHILIS  MOLLAN  BROMFMAN,  is one and the same
   person as the Philis  Mollan  Bromfman  authorized to act on behalf of and to
   execute such  documents as are required of  Industrias  RTI,  S.A. de C.V., a
   company duly  organized  and  incorporated  under the laws of the Republic of
   Mexico.
              3. Affiant makes this Affidavit on her own personal  knowledge and
   states under oath that the facts stated herein are true.
                                                      PHILIS BACCILUS, a/k/a
                                                      PHILIS MOLLAN BROMTMAN
              SUBSCRIBED AND SWORN to before me this 17th day of December, 1997,
   by PHILIS BACCHUS, a/k/a Philis MOLLAN BROMFMAN.
   Notary's Official Seal:

                                                  NOTARY PUBLIC IN AND FOR
                                                    THE STATE OF TEXAS