EXHIBIT 4.13


                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


     THIS AMENDED AND RESTATED LOAN AND SECURITY  AGREEMENT  executed as of June
16, 2003,  to be effective  for all purposes as of July 1, 2003,  by and between
COLOR IMAGING, INC.  ("Borrower"),  a Delaware corporation,  and SOUTHTRUST BANK
("Bank"), an Alabama banking corporation.

                                R E C I T A L S:

     1.  CURRENT  CIRCUMSTANCES.  Borrower is indebted to Bank under a revolving
loan in the  maximum  principal  amount of One  Million  Five  Hundred  Thousand
Dollars  ($1,500,000)  evidenced by Loan and Security  Agreement (as amended and
modified  prior to the date  hereof,  the "LOAN  AGREEMENT")  dated as of May 5,
2000, between Color Image, Inc.  ("Georgia  Color"),  a Georgia  corporation and
Bank, as amended and affected by Amendment of Loan Documents  dated as of August
30,  2000,  Second  Amendment of Loan  Documents  dated as of November 30, 2000,
Third  Amendment of Loan  Documents made as of July 5, 2001, to be effective for
all purposes as of June 30, 2001, Fourth Amendment of Loan Documents dated as of
November 1, 2001,  Fifth  Amendment  of Loan  Documents  made as of December 31,
2001,  Sixth  Amendment of Loan Documents  made as of February 5, 2002,  Seventh
Amendment of Loan Documents made as of June 28, 2002, effective for all purposes
as of June 30, 2002, and Eighth Amendment of Loan Documents dated as of April 7,
2003.

     2.  AGREEMENT.  Borrower  and Bank have  agreed  further  to amend the Loan
Agreement and to restate the Loan Agreement in its entirety as so amended.

     NOW, THEREFORE,  Borrower and Bank, intending to be legally bound, agree as
follows:

     1. RECITALS. The foregoing recitals and provisions are true and correct and
are hereby incorporated herein by this reference as an integral part hereof.

     2.  RESTATEMENT;  NO NOVATION.  Borrower and Bank hereby  restate,  without
novation,  Articles I through XII of the Loan Agreement, and the Exhibits to the
Loan Agreement as required, in their entirety as follows:

                                    ARTICLE I
                         DEFINED TERMS, GENERAL MATTERS

     1.1.  DEFINED  TERMS.  As used in this  Loan and  Security  Agreement,  the
following terms shall have the following meanings:

          Account Debtor - any Person who is or may become obligated under or on
account of an Account.

          Accounts - all accounts,  accounts receivable,  chattel paper, chattel
mortgages,  leases,  instruments,  documents,  promissory  Note,  contracts  for
receipt of money, conditional sales contracts, and evidences of Debt of or owing
to or acquired by Borrower whether now existing or hereafter arising, including,
without limitation,  (i) all accounts and other rights to payment of money which
arise or result from Borrower's selling or other disposition of Borrower's goods
or the providing of services by the Borrower, (ii) the proceeds of any insurance
covering the Collateral and (iii) the return of unearned insurance premiums.


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          Adjusted Net Earnings - with respect to any fiscal  period,  means the
net earnings (or loss) after  provision  for income taxes for such fiscal period
of Borrower, all as reflected on the financial statement of Borrower supplied to
Bank pursuant to Sections 6.5 and 6.6 hereof, but excluding:

          (i) any gain or loss arising from the sale of capital assets;

          (ii) any gain arising from any write-up of assets;

          (iii) earnings of any Subsidiary accrued prior to the date it became a
Subsidiary;

          (v) earnings of any corporation, substantially all the assets of which
have been acquired in any manner by Borrower, realized by such corporation prior
to the date of such acquisition;

          (v) net earnings of any business  entity (other than a Subsidiary)  in
which  Borrower has an ownership  interest  unless such net earnings  shall have
actually been received by Borrower in the form of cash distributions;

          (vi) any portion of the net earnings of any  Subsidiary  which for any
reason is unavailable for payment of dividends to Borrower;

          (vii) the earnings of any Person to which any assets of Borrower shall
have been sold,  transferred  or disposed of, or into which  Borrower shall have
merged,  or been a party to any  consolidation or other form of  reorganization,
prior to the date of such transaction;

          (viii) any gain  arising from the  acquisition  of any  securities  of
Borrower; and

          (ix) any gain arising from extraordinary or non-recurring items.

          Affiliate  - any  director  or officer of  Borrower or any Person who,
directly,  indirectly or  beneficially,  owns 5% or more of the capital stock of
Borrower or any member of the immediate family of any such officer,  director or
stockholder,  or any  corporation  or  other  entity  which  is  controlled  by,
controls, or is under common control with the Borrower.

          Aggregate  Loan Values - the lesser of (i) the sum of $  1,500,000  or
(ii) the sum of the Loan Value of Accounts and the Loan Value of Inventory.

          Agreement - this Amended and Restated Loan and Security Agreement.

          Authorized  Affiliate Debt -  collectively,  the liability of Borrower
under (a) the promissory note dated as of August 21, 2002, in the face amount of
$500,000  payable to Jui-Hung Wang;  (b) the promissory  note dated as of August
21,  2002,  in the face amount of $100,000  payable to Jui-Chi  Wang and (c) the
promissory  note  dated as of March 14,  2002,  in the face  amount of  $500,000
payable to Sueling Wang, as amended August 27, 2002.

          Applicable Laws - all laws,  rules and  regulations  applicable to the
Person, conduct, transaction,  covenant or Loan Document in question, including,
but not limited to, all  applicable  common law and  equitable  principles;  all
provisions of all applicable state and federal constitutions,  statutes,  rules,
regulations  and order of  governmental  bodies;  and all orders,  judgments and
decrees of all courts and arbitrators.

          Average  Monthly  Loan  Balance - the  amount  obtained  by adding the
unpaid  balance of the Loan owing by Borrower to Bank at the end of each day for
each day during the month in question and by dividing  such sum by the number of
days in such month.



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<PAGE>


          Bank - SouthTrust Bank, an Alabama banking  corporation,  successor by
conversion to SouthTrust Bank, National Association.

          Borrower - Color Imaging, Inc., a Delaware corporation.

          Borrower's  Report - the certificate or report of Borrower referred to
in Section 2. 1 (c) of this Agreement.

          Business  Day - a day,  other than  Saturday,  Sunday or days on which
banks located in Atlanta, Georgia are authorized by law to close.

          Capital  Expenditures - expenditures made or liabilities  incurred for
the acquisition of any fixed assets or improvements, replacements, substitutions
or additions  thereto which have a useful life of more than one year,  including
the direct or indirect acquisition of such assets by way of increased product or
service charges, offset items or otherwise and the principal portion of payments
with respect to Capitalized Lease Obligations.

          Capitalized  Lease  Obligations - any Debt  represented by obligations
under a  lease  that is  required  to be  capitalized  for  financial  reporting
purposes  in  accordance  with  GAAP,  and the  amount of such Debt shall be the
capitalized amount of such obligations determined in accordance with GAAP.

          Closing  Date - the date of this  Agreement.  The Closing  Date is not
necessarily  the date of initial  funding  of the Loan,  and the  execution  and
delivery of this Agreement and  acceptance  hereof shall not be deemed waiver by
Bank of any of the conditions to lending set forth in Article III hereof.

          Collateral  -   collectively,   the   Borrower's   Accounts,   General
Intangibles,   Equipment,  and  Inventory,  the  other  property  and  interests
described  in Section 8.1 hereof and  elsewhere in the Loan  Documents,  and the
proceeds and products of each, as the case may be.

          Collected  Balance - the book  balance  in a bank  account,  minus the
aggregate  amount of all  checks and other  items of  payment in the  process of
collection,  said amount to be computed in accordance  with the Bank's  standard
practices.

          Commitment  Period - shall  mean  that  period  during  which  Bank is
obligated to make  advances  under the Loan,  as provided in Section 2.1 hereof.
The  Commitment  Period shall  commence upon  satisfaction  of the conditions to
lending set forth in Article III and shall continue  until July 1, 2004,  unless
sooner terminated according to the provisions hereof.

          Current  Assets - at any date  means  the  amount  at which all of the
current assets of a Person would be properly  classified as current assets shown
on a balance sheet at such date in accordance with GAAP.

          Current Liabilities - at any date means the amount at which all of the
current  liabilities  of a  Person  would  be  properly  classified  as  current
liabilities on a balance sheet at such date in accordance with GAAP.

          Debt - the  sum of (i)  indebtedness  for  borrowed  money  or for the
deferred  purchase  price  of  property  or  services,  (ii)  Capitalized  Lease
Obligations  and (iii) all other  items which in  accordance  with GAAP would be
included  in  determining  total  liabilities  as shown on a balance  sheet of a
Person as of the date as of which Debt is to be determined.

          Debt Service Coverage - a ratio in which the initial number is the sum
of  Borrower's  net income  (after  provision  for  federal  and state taxes and
excluding any  extraordinary  income) plus  Interest  Expense,  lease  expenses,
depreciation  and  amortization  of intangible  expenses for the 12-month period


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<PAGE>

preceding  the  applicable  date,  and the  second  number  is the sum of  lease
expenses plus Interest Expense of the Borrower for the 12-month period preceding
the  applicable  date  plus the  current  portion  of  long-term  debt as of the
applicable date.

          Debt to Tangible  Net Worth  Ratio - for any period,  the ratio of (a)
Debt (including Subordinated Debt) to (b) Tangible Net Worth for such period.

          Default Rate - a rate of interest  equal to two percent (2%) in excess
of the rate that would otherwise be applicable under this Agreement,  calculated
daily and  computed on the actual days  elapsed  over a year of 360 days (unless
reference  to a 365 or a 366-day  year is  necessary  in order not to exceed the
highest rate permitted by Applicable  Law),  said rate to change as and when the
rate otherwise applicable changes.

          Eligible  Account  - an  Account  arising  in the  ordinary  course of
Borrower's  business from the sale of goods or rendition of services which Bank,
in its sole credit judgment,  deems to be an Eligible Account.  Without limiting
the generality of the foregoing, no Account shall be an Eligible Account if: (i)
it arises out of a sale made by Borrower to a  Subsidiary  or to an Affiliate of
Borrower or to a Person controlled by an Affiliate or Subsidiary of Borrower; or
(ii) it is unpaid for more than  ninety  (90) days after the  original  due date
shown on the  invoice;  or (iii) it is due or unpaid  more than ninety (90) days
after the original  invoice date; or (iv)  twenty-five  percent (25%) or more of
the Accounts from the Account Debtor are not deemed Eligible Accounts hereunder;
or (v) the total  unpaid  Accounts  of the  Account  Debtor  exceed  twenty-five
percent (25%) of the net amount of all  Accounts,  to the extent of such excess;
or (vi) any covenant,  representation  or warranty  contained in this  Agreement
with respect to such Account has been  breached;  or (vii) the Account Debtor is
also  Borrower's  or an  Affiliate's  creditor  or  supplier,  or  has  disputed
liability  with respect to such  Account,  or has made any claim with respect to
any other Account due from such Account  Debtor to Borrower or an Affiliate,  or
the  Account  otherwise  is or may become  subject to any right of setoff by the
Account  Debtor or an  Affiliate  of the Account  Debtor;  or (viii) the Account
Debtor has commenced a voluntary case under the federal  bankruptcy laws, as now
constituted  or  hereafter  amended,  or made an  assignment  for the benefit of
creditors, or a decree or order for relief under the federal bankruptcy laws has
been filed  against  the  Account  Debtor,  or the  Account  Debtor has  failed,
suspended  business,  ceased  to be  Solvent,  or  consented  to or  suffered  a
receiver, trustee, liquidator or custodian to be appointed of it or for all or a
significant  portion of its assets or affairs;  or (ix) it arises from a sale to
an Account Debtor outside the United States or to an Account Debtor who is not a
resident of the United  States or  involves a shipment to an address  outside of
the  United  States;  or (x) it arises  from a sale to the  Account  Debtor on a
bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment or
any  other  repurchase  or return  basis;  or (xi)  Bank  believes,  in its sole
judgment, that collection of such Account is insecure or that payment thereof is
doubtful  or will  be  delayed  by  reason  of the  Account  Debtor's  financial
condition;  or (xii) the Account  Debtor is the United  States of America or any
department, agency or instrumentality thereof, unless Borrower assigns its right
to payment of such Account to Bank, in form and substance  satisfactory to Bank,
so as to comply with the Assignment of Claims Act of 1940, as amended; or (xiii)
the Account is subject to a Lien; or (xiv) the goods giving rise to such Account
have not been  delivered to and  accepted by the Account  Debtor or the services
giving rise to such Account have not been  performed by Borrower and accepted by
the Account Debtor or the Account  otherwise does not represent a final sale; or
(xv) the total  unpaid  Accounts of the  Account  Debtor  exceed a credit  limit
determined by Bank, in its sole  discretion,  to the extent such Account exceeds
such limit;  or (xvi) the Account is evidenced by chattel  paper,  a note, or an
instrument of any kind, or has been reduced to judgment;  or (xvii) Borrower has
made any agreement with the Account Debtor for any deduction  therefrom,  except
for  discounts or allowances  which are made in the ordinary  course of business
for prompt  payment and which  discounts  or  allowances  are  reflected  in the
calculation  of the face  value of each  invoice  related  to such  Account;  or
(xviii)  Borrower  has made an agreement  with the Account  Debtor to extend the
time of payment thereof, or (xix) the Account arises from a retail sale of goods
to a Person who is purchasing  same primarily for personal,  family or household
purposes;  or (xx) the  Account  is  deemed  ineligible  by the Bank in its sole
judgment and discretion.  In addition,  Eligible  Accounts shall not include any
portion  of an  Account  which  consists  of service  charges,  late  charges or


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<PAGE>

penalties,  interest or other charges relating to the extension of credit by the
Borrower  or the  timing of  payment  by  Account  Debtor.  In  determining  the
aggregate   amount  of  Eligible   Accounts,   there  shall  be  excluded   from
consideration any credit balance of an Account Debtor which is more than 90 days
old as  measured  from the date of original  posting of said  credit  balance to
Borrower's books and records.

          Eligible Inventory - Inventory valued at the lesser of cost or current
market value,  all of which  Inventory is, at any given time, (a) not damaged or
defective in any way; (b) not sold or  segregated  for sale and  reflected as an
Account of Borrower; (c) not consigned Inventory;  (d) not  inventory-in-transit
or located in a place  other than at the  location's  listed in Section  5.10 of
this  Agreement;  (e)  not  work-in-process   Inventory;  (f)  not  constituting
packaging  materials  and supplies;  (g) not  Inventory  evidenced by negotiable
warehouse receipts or by non-negotiable warehouse receipts or documents of title
which have not been issued in the name of Bank; (h) not subject to a document of
title  such as a  warehouse  receipt or bill of  lading;  and (i) not  Inventory
deemed ineligible by Bank in its sole discretion.

          Environmental  Regulations - all federal, state and local laws, rules,
regulations,  ordinances,  programs,  permits,  guidances,  orders  and  consent
decrees   relating  to  the   environment  or  to  public  health,   safety  and
environmental  matters,  or petroleum  products,  or radon radiation,  or oil or
hazardous substances,  including,  but not limited to, the Resource Conversation
and Recovery Act, the  Comprehensive  Environmental  Response,  Compensation and
Liability Act of 1980,  the Toxic  Substances  Control Act, the Clean Water Act,
the Clean Air Act,  the River and Harbor Act, the Water  Pollution  Control Act,
the Marine Protection Research and Sanctuaries Act, the Deep-Water Port Act, the
Safe Drinking  Water Act, the Superfund  Amendments and  Reauthorization  Act of
1986, the Federal Insecticide,  Fungicide and Rodenticide Act, the Mineral Lands
and  Leasing  Act,  the Surface  Mining  Control and  Reclamation  Act,  the Oil
Pollution Act of 1990,  state and federal  superlien and  environmental  cleanup
programs and laws, U.S. Department Transportation  regulations,  laws regulating
hazardous,  radioactive and toxic materials and underground  petroleum  products
storage tanks, and all similar state, federal and local laws and regulations.

          Equipment - all  equipment and fixtures of whatever kind or nature now
owned or hereafter  acquired by Borrower,  including,  without  limitation,  all
machinery,  vehicles,  tools,  dies, trade fixtures,  furnishings and equipment,
patterns, cranes, furniture,  furnishings,  motor vehicles,  tractors, trailers,
rolling stock,  office  machines and  equipment,  material  handling  equipment,
manufacturing equipment,  conveyors,  forklifts, machine systems, computers, and
all other goods used in the operation of Borrower's business,  together with all
accessories,  parts and  additions now or hereafter  affixed  thereto or used in
connection therewith.

          ERISA - the Employee  Retirement  Income  Security Act of 1974 and all
rules and regulations promulgated thereunder.

          Event of Default - any one of the events  enumerated  in Section 10. 1
hereof.

          Fixed Charge Coverage Ratio - adjusted net earnings plus depreciation,
amortization,   interest   expense  and  lease   expense,   less  dividends  and
distributions  for the rolling twelve (12) month period preceding the applicable
date, divided by the current portion of the long-term debt of Borrower as of the
applicable date plus the interest  expense and lease expense of Borrower for the
twelve (12)-month period preceding the applicable date.

          GAAP - generally accepted  accounting  principles in the United States
of America in effect from time to time consistently applied.

          General Intangibles - all general intangibles of Borrower, whether now
owned  or  hereafter  acquired,   including,  without  limitation,  all  payment
intangibles,  software,  choses in action, causes of action,  corporate or other


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<PAGE>

business  records,  deposit  accounts,  inventions,   designs,  patents,  patent
applications,  trademarks,  trade names,  trade secrets,  goodwill,  copyrights,
registrations, licenses, franchises, customer lists, tax refund claims, computer
programs,  all claims under guaranties,  performance and payments bonds or bonds
for the furnishing of labor and materials,  rights under non-compete  agreements
with third  parties,  cash surrender  value of life insurance  policies owned by
Borrower, security interests or other security held by or granted to Borrower to
secure  payment  of any of the  Accounts  by an  Account  Debtor,  all rights to
indemnification,  and all other  intangible  property  of every  kind and nature
(other than Accounts).

          Interest Expense - for any period,  Borrower's  consolidated  interest
expense accrued during such period in respect of all Debt of Borrower.

          Inventory - all inventory of whatever kind or nature of Borrower,  now
owned or  hereafter  acquired by  Borrower,  and  wherever  located,  including,
without  limitation,  all  goods  held for sale or lease or  furnished  or to be
furnished  under  contracts,  and any raw materials,  goods in transit,  work in
process or finished goods,  supplies,  returned or repossessed  goods,  together
with all goods and materials used or consumed in Borrower's business.

          Inventory Cap - the sum of $ 750,000, said sum being the maximum value
that can be given to the Loan Value of Inventory pursuant to this Agreement.

          Kings  Brothers  - King  Brothers,  LLC, a Georgia  limited  liability
company.

          Ledger Balance - the balance reflected on the books of the Bank of the
amounts  deposited  in the Special  Collection  Account as further  described in
Section 4.2 of this Agreement.

          LIBOR  Rate - a per  annum  rate  of  interest  (rounded  upwards,  if
necessary,  to the nearest 1/16th of one percent) equal to the "London Interbank
Offered Rate (LIBOR)" for contracts with a maturity date of thirty (30) days, as
quoted in the MONEY RATES  section of The Wall Street  Journal as effective  for
contracts  entered  into on the  first  day of the  applicable  interest  period
(expressed as a decimal).

          Lien - any interest in property (real, personal or mixed, and tangible
or  intangible)  securing an  obligation  owed to, or a claim by, a Person other
than the owner of the  property,  whether  such  interest is based on the common
law,  statute or  contract,  and  including,  but not limited  to, the  security
interest,  security title or Lien arising from a security  agreement,  mortgage,
deed of trust,  deed to secure debt,  encumbrance,  pledge,  conditional sale or
trust receipt or a lease,  consignment  or bailment for security  purposes.  The
term "Lien" shall include covenants, conditions,  restrictions, leases and other
encumbrances affecting any property. For the purpose of this Agreement, Borrower
shall be deemed to be the owner of any  property  which it has acquired or holds
subject to a conditional sale agreement or other  arrangement  pursuant to which
title to the  property  has been  retained by or vested in some other Person for
security purposes.

          Loan - the  revolving  loan in the maximum  principal  amount of up to
$1,500,000  advanced by the Bank to the Borrower from time to time  evidenced by
the Note  (and any  substitutions  therefor,  extensions  thereof  and  renewals
thereof).

          Loan  Account  - the loan  account  established  on the  books of Bank
pursuant to Section 2.1 hereof.

          Loan Documents - this Agreement, the Note and each and every mortgage,
deed of  trust,  guarantee,  reimbursement  agreement,  credit  agreement,  loan
agreement,  note,  security  agreement,  financing statement or other instrument
executed  and  delivered  to  evidence  the  Loan or any  other  Obligation,  to
constitute  collateral  for the Loan or any  other  Obligation,  or to  evidence
security for the Loan or any other Obligation, and any and all other agreements,


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instruments,  and documents heretofore,  now or hereafter,  executed by Borrower
and  delivered  to Bank in  respect  to the  transactions  contemplated  by this
Agreement.

          Loan Value of Accounts - at any time, an amount which is not more than
75% of the aggregate Eligible Accounts of Borrower.

          Loan  Value of  Inventory  - an  amount  which is not more than 50% of
Borrower's Eligible Inventory  consisting of raw materials and 50% of Borrower's
Eligible Inventory  consisting of finished goods;  provided,  however,  the Loan
Value of Inventory  shall not at any time exceed the lesser of the Inventory Cap
or fifty percent (50%) of the outstanding principal balance of the Loan.

          Maximum Rate - the maximum  non-usurious rate of interest permitted by
Applicable  Law that at any time, or from time to time,  may be contracted  for,
taken,  reserved,  charged or received on the Debt in question or, to the extent
permitted by Applicable Law, under such Applicable Laws that may hereafter be in
effect  and  which  allow a  higher  maximum  non-usurious  interest  rate  than
Applicable  Laws now allow.  Notwithstanding  any other  provision  hereof,  the
Maximum Rate shall be calculated on a daily basis (computed on the actual number
of days elapsed over a year of 365 or 366 days, as the case may be).

          Multiemployer  Plan - has the meaning set forth in Section 4001 (a)(3)
of ERISA.

          Note - the Amended and  Restated  Revolving  Note dated as of the date
hereof  executed  by Borrower  for the benefit of Bank in the maximum  principal
amount of One Million Five Hundred Thousand Dollars ($1,500,000),  together with
and any substitutions therefor, extensions thereof and renewals thereof.

          Obligations  - the Loan and all other  advances,  debts,  liabilities,
obligations,  covenants and duties owing,  arising, due or payable from Borrower
to Bank of any kind or nature,  present or future,  whether or not  evidenced by
any note, guaranty or other instrument,  whether arising under this Agreement or
any of the other  Loan  Documents  or  otherwise,  whether  direct  or  indirect
(including  those acquired by  assignment),  absolute or contingent,  primary or
secondary,  due or to become due, now existing or hereafter  arising and however
evidenced or acquired.  The term  includes,  without  limitation,  all interest,
charges,  expenses,  fees,  attorneys'  fees and any other  sums  chargeable  to
Borrower  under any of the Loan Documents and all rights Bank may at any time or
times have to  reimbursement in connection with any letter of credit or guaranty
issued for Borrower' s benefit.

          Overadvance  - an advance by Bank  hereunder or under the Note when an
Overadvance Condition exists or would result from the making of such advance.

          Overadvance  Condition  - at any  date,  a  condition  such  that  the
outstanding principal amount of the Loan on such date exceeds the Aggregate Loan
Values on such date.

          Permitted  Liens - any Lien of a kind specified in Section 7.2 of this
Agreement.

          Person - an individual, partnership, corporation, joint stock company,
firm, land trust,  business trust, limited liability company,  limited liability
partnership,  unincorporated  organization,  or  other  business  entity,  or  a
government or agency or political subdivision thereof.

          Plan - an  employee  benefit  plan  now or  hereafter  maintained  for
employees of Borrower that is covered by Title IV of ERISA.

          Prohibited  Transaction - any  transaction set forth in Section 406 of
ERISA or Section 4975 of the Internal Revenue Code of 1986.



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<PAGE>

          Reimbursement  Agreement - Reimbursement Agreement dated as of June 1,
1999, among Color Image, Inc., a Georgia  corporation,  Kings Brothers and Bank,
as amended.

          Reportable  Event - any of the events set forth in Section  4043(b) of
ERISA.

          Solvent - as to any Person, means such Person (i) owns property, real,
personal,  and mixed,  whose  aggregate  fair saleable value is greater than the
amount required to pay all of such Person's Debt (including  contingent  debts),
(ii) is able to pay all of its Debt as such Debt  matures  and (iii) has capital
sufficient  to carry on its  business  and  transactions  and all  business  and
transactions in which it is about to engage.

          Subordinated Debt - excluding Authorized  Affiliated Debt, the Debt of
the  Borrower  owed to any  officer,  owner or  employee  of  Borrower or to any
Affiliate  which  is  fully  subordinated  to  the  Loan  (including  principal,
interest, and agreed charges) in a manner satisfactory to the Bank (which may be
either  according to its terms or by separate  agreement)  and which Debt arises
from the  Borrower's  actual  receipt of cash and not from "in kind" or non-cash
consideration.

          Subsidiary - any corporate  entity or  partnership,  or other business
entity, controlling interest of which is owned by the Borrower.

          Tangible Net Worth - for any period,  total equity,  plus Subordinated
Debt  less  intangible  assets,  which  include  goodwill,  patents,  trademarks
organizational costs, capitalized financing costs and amounts due from officers,
shareholders or Affiliates.

     1.2.  ACCOUNTING TERMS. All accounting terms used herein shall be construed
in accordance with GAAP.

     1.3.  INTERPRETATION.  The terms "herein",  "hereof,  and "hereunder",  and
other words of similar  import refer to this Agreement as a whole and not to any
particular section, paragraph or subdivision.  Any pronouns used shall be deemed
to cover all genders.  Whenever the singular or plural number is used herein, it
shall  equally  include  the other.  All  references  to  statutes  and  related
regulations shall include any amendments of same and any successor  statutes and
regulations. All references to any instruments or agreements, including, without
limitation,  references to any of the Loan  Documents  shall include any and all
modifications  or  amendments  thereto  and any and all  extensions  or renewals
thereof.

     1.4.  UNIFORM  COMMERCIAL CODE. All other terms contained in this Agreement
shall,   unless  otherwise  defined  herein  or  unless  the  context  otherwise
indicates,  have the meanings provided for by the Uniform Commercial Code of the
State of Georgia.

                                   ARTICLE II
                                    THE LOAN

     2.1. LOAN.

          (a)  Subject  to all  terms  set  forth  herein  but only  during  the
Commitment  Period and for so long as no Event of Default  exists,  Bank agrees,
from time to time and on the terms  hereinafter  set forth, to loan to Borrower,
when requested by Borrower,  principal  amounts under the Loan aggregating up to
the lesser of (i)  $1,500,000 or (ii) the Aggregate Loan Values as determined by
the Bank from the periodic reports submitted by Borrower to the Bank. Within the
aforesaid limits, the Borrower may borrow, make payments, and reborrow under the
Loan,  subject to the provisions  hereof.  Advances made under the Loan shall be
subject to the Note.



                                       8
<PAGE>

          (b) The  obligation  to repay the Loan shall be  evidenced by the Note
payable to the order of the Bank and  maturing  upon the  earlier to occur of an
Event of Default or the expiration of the Commitment  Period.  Amounts due under
the Note and  otherwise  under this  Agreement  and under the Loan  Documents in
regard to the Loan shall be reflected in the Loan Account.

          (c) Not later than July 31, 2003,  Borrower  shall submit a Borrower's
Report in the form attached  hereto as EXHIBIT "A" (or in such other form as may
be  furnished  by Bank from time to time)  effective  as of June 30,  2003,  and
thereafter  at least  quarterly  (or on such other  schedule as Bank may request
from time to time)  thereafter  during the term of this Agreement.  Bank may, in
its sole  discretion,  require that each advance made under the Loan be effected
by Borrower's submitting (and the Bank's receiving) a Borrower's Report at least
one Business Day prior to the date Borrower desires the advance to be made. Bank
shall,  if all the  terms  and  provisions  of this  Agreement  have  been  met,
including,  without  limitation,  the absence of an Event of Default  hereunder,
make such advances. Each such Borrower's Report shall be signed by an officer or
employee of Borrower  authorized  by Borrower  to execute  such  reports,  whose
name(s) shall be included in a certificate furnished to the Bank.

          (d) At its  discretion,  Bank may make advances to Borrower  under the
Loan without  specific  request by automatic  advance based on  availability  in
accordance with procedures established by Bank. In addition, as an accommodation
to  Borrower,  Bank may  permit  telephonic  requests  for  Loan and  electronic
transmittal of  instructions,  authorizations,  agreements or reports to Bank by
Borrower.  Unless Borrower specifically directs Bank in writing not to accept or
act upon telephonic or electronic  communications from Borrower, Bank shall have
no liability to Borrower for any loss or damage suffered by Borrower as a result
of  Bank's   honoring  of  any   requests,   execution   of  any   instructions,
authorizations  or  agreements or reliance on any reports  communicated  to Bank
telephonically  or  electronically  and  purporting to have been sent to Bank by
Borrower  and  Bank  shall  have  no duty  to  verify  the  origin  of any  such
communication or the authority of the person sending it.

          (e) If the  outstanding  principal  amount  of the  Loan  at any  time
exceeds the lesser of $ 1,500,000 or the  Aggregate  Loan Values as reflected on
the Borrower's Report, the Borrower shall immediately,  upon demand by Bank, pay
the Bank an amount equal to such excess as a payment on the principal  amount of
the Loan.  Without  limiting the foregoing,  which  provision may be enforced by
Bank at any time and which provision,  as well as the other  provisions  hereof,
may not under any  circumstance  be waived or  altered by a course of dealing or
otherwise,  insofar as Borrower  may request and Bank may be willing in its sole
and absolute discretion to make Overadvances, Bank shall enter such Overadvances
as debits in the Loan  Account.  All  Overadvances  shall be  payable on demand,
shall be secured by the  Collateral  and shall bear interest as provided in this
Agreement  for the Loan  generally.  Bank may in its sole  discretion  honor any
request (or deemed request) for an advance even though an Overadvance  Condition
then exists, or would exist with the making of such advance,  and without regard
to the existence of, and without waiving, any default or Event of Default.

          (f) Each  borrowing  under the Loan shall be effected by crediting the
amount thereof to the regular checking  account of Borrower  maintained with the
Bank or with another bank approved by the Bank.

          (g) The principal amount of the Loan shall bear interest at a rate per
annum  equal to the LIBOR  Rate  plus two  hundred  fifty  (250)  basis  points.
Interest shall be paid to Bank on the amount of the Loan  outstanding  and shall
be payable  monthly in  arrears  on the first day of each month  beginning  with
August 1, 2003, and continuing on the same day of each month thereafter  through
and until such time as there remains no unpaid principal  balance on the amounts
advanced to the Borrower.  Interest shall be calculated  based on a 360-day year
(i.e.,  computed on the actual  number of days  elapsed  over a year of 360 days
unless  reference to a 365 or a 366-day year is necessary in order not to exceed
the highest rate permitted by Applicable  Law). The applicable  LIBOR Rate shall
be  initially  calculated  on the date of  initial  applicability  and  shall be
recalculated  by Bank  on  each  regularly-scheduled  payment  date  thereafter,
notwithstanding  that such  recalculation  date is more or less than thirty (30)
days from the previous  calculation date. If the  recalculation  date falls on a


                                       9
<PAGE>

date upon which Bank is not open for business,  the recalculation shall occur on
the next  business  day on which Bank is open for  business.  From and after the
occurrence of an Event of Default,  the principal amount of the Loan outstanding
from time to time shall, subject to the provisions of the following  subsection,
bear interest at the Default Rate.

          (h) Borrower acknowledges and agrees that the provisions herein and in
the Note relating to the Default Rate represent a fair and  reasonable  estimate
by Borrower  and Bank of a fair  average  compensation  for the loss that may be
sustained  by Bank due to the failure of Borrower to make timely  payments  with
respect to the Obligations and for the cost and expenses that may be incurred by
Bank by reason of the occurrence of an Event of Default, the parties recognizing
that the damages  caused by such extra  administrative  expenses and loss of the
use of funds is impracticable  or extremely  difficult to ascertain or estimate.
Interest at the Default  Rate shall be paid  without  prejudice to the rights of
Bank to collect any other amounts provided to be paid hereunder.

          (i) Bank  shall  enter  disbursements  under the Loan as debits to the
Loan  Account and shall also record in the Loan  Account  all  payments  made by
Borrower and all proceeds of Collateral which are finally paid to Bank in regard
to the Loan, and may record  therein,  in accordance  with customary  accounting
practice,  all charges and expenses properly chargeable to Borrower hereunder in
regard to the Loan.

          (j) Borrower  shall use the  proceeds of the Loan for working  capital
purposes only.

          (k) Notwithstanding any provision in this Agreement,  the Bank may, in
its sole  discretion,  at any time limit the amount of the Loan  advanced to the
Borrower  to an amount  less than the  Aggregate  Loan  Values.  The Loan shall,
notwithstanding  any course of  dealing  or  conduct on the part of the  parties
hereto,  or any other  covenants or undertakings  of the parties  hereunder,  be
fully due and  payable  without  further  notice  or  demand  from Bank upon the
expiration of the Commitment Period.

     2.2. TERM.  This Agreement  shall remain in force and effect until the Loan
and the  Obligations,  and any renewals or extensions,  and all interest thereon
and  costs  provided  for  herein  with  regard  to  either  of them  have  been
indefeasibly  paid or  satisfied  in full and  until  the  Bank  has no  further
obligation to advance funds to the Borrower hereunder.  The indemnities provided
for in  Article  XI  shall  survive  the  payment  in full of the  Loan  and the
Obligations and the termination of this Agreement.

     2.3.  PAYMENTS.  All sums paid to the Bank by Borrower  hereunder  the Note
shall be paid directly to the Bank in immediately  available funds no later than
2:00 P.M., Atlanta,  Georgia time on the date on which payment is due, except if
such date is not a  Business  Day such  payment  shall  then be due on the first
Business Day after such date,  but interest  shall  continue to accrue until the
date payment is received. Any payment received after 2:00 p.m. Atlanta, Georgia,
time shall be deemed to have been received on the immediately following Business
Day for all purposes,  including, without limitation, the accrual of interest on
principal. The Bank shall send Borrower statements of all amounts due hereunder,
which  statements shall be considered  correct and  conclusively  binding on the
Borrower  unless the Borrower  notifies the Bank to the contrary within ten (10)
days of its receipt of any statement  which it deems to be  incorrect.  The Bank
may, in its sole  discretion,  without waiver of any default or Event of Default
and  without  prejudice  to any other  remedy,  (a) charge  against  any deposit
account of the Borrower all or any part of any amount due hereunder,  including,
without limitation,  the fees and expenses of the Bank to be paid by Borrower as
provided for in Sections 12.1 through 12.3 of this Agreement,  any advances made
by Bank to protect the  Collateral,  and any commitment or servicing fee due the
Bank, and (b) advance to Borrower, and charge to the Loan, a sum sufficient each
month to pay all  interest  accrued on the Loan and fees and  expenses due under
this Agreement, including, without limitation, the fees and expenses of the Bank
to be paid by Borrower as provided  for in Sections  12.1  through  12.3 of this
Agreement,  any  advances  made by  Bank  to  protect  the  Collateral,  and any
commitment  or  servicing  fee  due the  Bank,  during  or for  the  immediately
preceding  month or any month prior.  Borrower shall be deemed to have requested
an  advance  under  the  Loan  upon the  occurrence  of an  overdraft  in any of


                                       10
<PAGE>

Borrower's  checking accounts  maintained with the Bank or another bank owned by
SouthTrust Corporation.

     2.4.  APPLICATION  OF PAYMENTS.  Borrower  irrevocably  waives the right to
direct the  application  of any and all payments and  collections at any time or
times  hereafter  received  by Bank from or on behalf of Borrower or from any of
the Collateral,  and Borrower does hereby irrevocably agree that Bank shall have
the continuing  exclusive right to apply such payments and collections  received
at any time or times hereafter by Bank or its agent against the Obligations,  in
such manner as Bank may deem advisable,  notwithstanding  any entry by Bank upon
any of its books and records. If as the result of collections of Accounts or for
any other  reason,  a credit  balance  exists in the Loan  Account,  such credit
balance shall not accrue interest in favor of Borrower but shall be available to
Borrower at any time or times for so long as no Event of Default exists.

     2.5  PREPAYMENT.  Borrower  shall  have the right to prepay the Loan at any
time.

                                   ARTICLE III
                              CONDITIONS OF LENDING

     Bank shall not be obligated  to make or continue  the Loan,  or to make any
advance  under the Loan,  unless at the time  thereof the  following  conditions
shall have been met:

     3.1.  CORPORATE  PROCEEDINGS.  All proper corporate  proceedings shall have
been  taken  by  Borrower  to  authorize  this  Agreement  and the  transactions
contemplated hereby.

     3.2. DOCUMENTATION.  All instruments and proceedings in connection with the
transactions  contemplated  by this Agreement  shall be satisfactory in form and
substance to Bank,  and Bank shall have  received on the date of this  Agreement
copies of all documents,  including records of corporate  proceedings,  which it
may have  requested in  connection  therewith,  including,  without  limitation,
certified  copies  of  resolutions  adopted  by the  Board of  Directors  of the
Borrower, certificates of good standing, and certified copies of the Articles of
Incorporation and By-Laws, and all amendments thereto, of the Borrower.

     3.3.  LOAN  DOCUMENTS.  Bank shall  have  received  executed  copies of all
instruments  evidencing  security  for the  Loan  and  copies  of the  insurance
policies and related  certificates of insurance  referred to in Sections 6.1 and
9.6 of this Agreement.

     3.4.  NO  DEFAULT.  No event shall have  occurred  or be  continuing  which
constitutes  an Event of Default or which would  constitute  an Event of Default
with the giving of notice or the lapse of time or both; and neither the business
nor assets nor the  condition,  financial or otherwise,  of Borrower  shall have
been  adversely  affected  in any  material  manner  as the  result of any fire,
explosion,  accident, strike, riot, condemnation, act of God, or any other event
or development.

     3.5.  REPORTS.  Bank shall have received all reports and  information  from
Borrower called for under the Agreement as and when due.

     3.6. PAYMENT OF FEES. Payment by Borrower of all fees and expenses required
by this Agreement.

     3.7.  INCUMBENCY  CERTIFICATE.  Bank  shall  have  received  an  incumbency
certificate,  dated  as of the  date of this  Loan  Agreement,  executed  by the
Secretary or Assistant  Secretary of Borrower,  which shall identify by name and
title and bear the signature of the officer of such Borrower  authorized to sign
this Loan  Agreement and the Note on behalf of the  Borrower.  The Bank shall be
entitled to rely upon such incumbency certificate in completing the transactions
contemplated  herein or in any Loan Document and in all its other  dealings with
Borrower.



                                       11
<PAGE>

     3.8.  CONSENTS.  Bank shall have  received  consents and  agreements of the
landlords of each of the premises  leased by Borrower on which the Collateral is
located as provided in Section 4.1 hereof, all in form satisfactory to Bank.

     3.9.  LIEN SEARCH.  Bank shall have  received a report  acceptable  to Bank
indicating  that  there are no Liens  against  that  portion  of the  Collateral
constituting personal property except Permitted Liens.

     3.10.  DISBURSEMENT  AUTHORIZATION.  Borrower  shall have delivered to bank
such  disbursement  authorizations,  draw  requests,  and  other  documents  and
writings  as  Bank  shall  have  requested  evidencing  Borrower's  request  for
disbursement of funds.

     3.11. ADDITIONAL DOCUMENTS.  Bank shall have received such additional legal
opinions, certificates, proceedings, instruments and other documents as the Bank
or its counsel may reasonably request to evidence (i) compliance by the Borrower
with legal  requirements,  (ii) the truth and  accuracy,  as of the date of this
Agreement,  of the  representations and warranties of Borrower contained herein,
and (iii) the due performance or  satisfaction  by the Borrower,  at or prior to
the date hereof,  of all agreements  required to be performed and all conditions
required to be satisfied by the Borrower  pursuant  hereto,  including,  without
limitation,  all such matters as are listed on any preliminary closing checklist
issued by Bank and furnished to Borrower.

                                   ARTICLE IV
                                SECURITY FOR LOAN

     The Loan and the Note shall be secured by each of the following:

     (a) A first  priority  security  interest in Borrower's  Accounts,  General
Intangibles,  Equipment, and Inventory, the Collateral, and other properties and
interests  as  provided  for in Section  8.1 and other  parts of this  Agreement
(except that Lender's security interest shall be second (2nd) priority in regard
to the Equipment  described on EXHIBIT "G" attached hereto and by this reference
made a part hereof, subject only to Lender's security interest therein to secure
Borrower's obligations under the Reimbursement  Agreement,  as more particularly
set out in the Partial Liability Severance and Limitation  Agreement dated as of
April 7, 2003, among Bank, Borrower, Kings Brothers and others); and

     (b) This Agreement and the other Loan Documents.

     Part of the  Equipment may  constitute  motor  vehicles and other  vehicles
subject to registration under the motor vehicle title  registration  statutes of
Georgia or other states, and with respect to which the security interest of Bank
therein is required to be registered on the vehicle title certificate.  Borrower
agrees to execute and deliver on a timely basis all such title  certificates and
instruments as shall be requested by Bank from time to time.

     Part of the  Equipment  may be  affixed to real  estate  owned or leased by
Borrower and constitute fixtures under the Uniform Commercial Code. The Borrower
agrees that any such fixtures shall be included  within the meaning of Equipment
as used and  defined  herein  and that the Bank is  hereby  granted  a  security
interest in and a lien upon such fixtures.

     The Borrower  agrees to execute and  deliver,  or cause the  execution  and
delivery of, such security agreements,  deeds of trust, mortgages,  assignments,
guaranties,  consents, subordination agreements, and financing statements as may
be required by Bank to evidence such security, all in form satisfactory to Bank,
as well as such consents and agreements of the landlords of each of the premises
leased by Borrower on which the Collateral is located,  all in form satisfactory
to Bank.



                                       12
<PAGE>

                                    ARTICLE V
                REPRESENTATIONS, WARRANTIES AND GENERAL COVENANTS

     Borrower  represents,  warrants  and  covenants  to and  with  Bank,  which
representations,  warranties and covenants  shall survive until the  Obligations
are indefeasibly satisfied in full, that:

     5.1.  ORGANIZATION  AND  QUALIFICATION.  The Borrower is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware,  has the  corporate  power to own its  properties  and to carry on its
business as now being conducted;  and is duly qualified to do business and is in
good standing in every  jurisdiction  in which the  character of the  properties
owned by it or in which the transaction of its business makes its  qualification
necessary.

     5.2.  CORPORATE  POWER  AND  AUTHORIZATION.  Borrower  has full  power  and
authority  to enter into this  Agreement,  to borrow  hereunder,  to execute and
deliver  the Note and the other  Loan  Documents  and to incur  the  obligations
provided  for  herein,  all of which  have been  authorized  by all  proper  and
necessary corporate action.

     5.3.  ENFORCEABILITY.  This Agreement,  the Note and each of the other Loan
Documents  constitute  a  valid  and  legally  binding  obligation  of  Borrower
enforceable  in  accordance  with their  respective  terms and will not violate,
conflict with, or constitute any default under any law,  government  regulation,
Borrower's  Articles of  Incorporation  or By-Laws,  or any other  agreement  or
instrument binding upon Borrower.

     5.4. PENDING ACTIONS.  Borrower is not a defendant,  or a plaintiff against
whom a counterclaim  or crossclaim  has been asserted,  in any civil or criminal
action, suit or litigation, and no action or investigation is pending or, so far
as Borrower's officers and directors know,  threatened before or by any court or
administrative  agency which might result in any material  adverse change in the
financial condition, operations or prospects of Borrower.

     5.5.  FINANCIAL  STATEMENTS.  The financial  statements  of Borrower  dated
heretofore  delivered  to Bank and all other  financial  statements  and reports
furnished by Borrower to Bank are  complete  and correct and fairly  present the
financial   condition  of  Borrower  and  the  results  of  its  operations  and
transactions  as of the  dates  and for the  periods  referred  to and have been
prepared in accordance  with GAAP applied on a consistent  basis  throughout the
periods  involved.  There  are no  liabilities,  direct  or  indirect,  fixed or
contingent,  of Borrower as of the date of such financial  statements  which are
not reflected therein or in the Note thereto.  Neither said financial statements
nor any other  financial  statements,  reports,  and  information  furnished  by
Borrower to Bank  contains any untrue  statement  of a material  fact or omits a
material fact necessary to make the statements  contained  therein or herein not
misleading.  There is no fact which  Borrower  has failed to disclose to Bank in
writing  which  materially  affects  adversely  or, so far as  Borrower  can now
foresee, will materially affect adversely the Collateral,  business,  prospects,
profits or  condition  (financial  or  otherwise)  of Borrower or the ability of
Borrower to perform this Agreement.

     5.6. TITLE TO PROPERTIES.  Borrower has good and marketable title to all of
its assets,  other than the Collateral,  subject to no Lien,  mortgage,  pledge,
encumbrance, or charge of any kind except inchoate Liens arising by operation of
law for  obligations  which  are not yet due and  except  for  Permitted  Liens.
Borrower  enjoys  peaceable and  undisturbed  possession  under all leases under
which it is operating,  and none of such leases contain any provisions which may
materially and adversely  affect or impair the  operations of the Borrower,  and
all of such leases are valid and subsisting and in full force and effect.

     5.7.  PENSION PLANS.  Except as set forth on EXHIBIT "D",  Borrower has not
established  and is not a party to any Plan or to any stock  option or  deferred
compensation plan or contract for the benefit of its employees or officers,  any
pension,  profit sharing or retirement plan, stock redemption agreement,  or any
other  agreement  or  arrangement  with any  officer,  director or  stockholder,
members  of  their  families,  or  trusts  for  their  benefit.  Borrower  is in
compliance with all applicable  provisions of ERISA. Neither Borrower nor any of
its  Subsidiaries  has  received any notice to the effect that it is not in full
compliance with any of the requirements of ERISA and the regulations promulgated


                                       13
<PAGE>

thereunder.  No fact or situation that could result in a material adverse change
in the  financial  condition  of  Borrower,  including,  but not limited to, any
Reportable Event or Prohibited Transaction,  exists in connection with any Plan.
Neither  Borrower nor any of its  Subsidiaries  has any withdrawal  liability in
connection with a Multiemployer Plan.

     5.8.  TAXES.  Borrower has filed all  federal,  state and local tax returns
which are required to be filed and has paid, or made adequate  provision for the
payment of, all taxes which have or may become due  pursuant to said  returns or
to  assessments  received  by  Borrower,   including,  without  limitation,  all
applicable federal, state, and local employee withholding taxes.

     5.9. TITLE TO COLLATERAL. Except for Permitted Liens, Borrower is, or as to
Collateral  to be acquired  after the date hereof will be, the sole owner of the
Collateral   free  from  any  adverse   Liens,   security   interests  or  other
encumbrances.  Borrower  shall  defend  the  Collateral  against  all claims and
demands  of all  other  parties  who at  any  time  claim  any  interest  in the
Collateral.

     5.10.  PLACE OF BUSINESS.  Borrower's  chief executive office is located at
4350 Peachtree Industrial Avenue, Suite 100, Norcross,  Gwinnett County, Georgia
30071.  The Inventory and Equipment and other Collateral is and shall be located
only at the  locations  listed  on  EXHIBIT  "C" to this  Agreement.  Except  as
indicated on said exhibit,  the real estate  constituting  each said location is
owned by Borrower. With respect to locations not owned by Borrower, said exhibit
sets forth the name and address of each landlord,  the location of the property,
and the remaining term of the lease.  Borrower has separately  furnished to Bank
true and correct copies of the lease agreements for each said parcel.

     5.11. FULL  DISCLOSURE.  All information  furnished by Borrower to the Bank
concerning the Borrower, its financial condition,  the Collateral,  or otherwise
for the purpose of obtaining credit or an extension of credit, is, or will be at
the time the same is  furnished,  accurate and correct in all material  respects
and complete  insofar as  completeness  may be necessary to give the Bank a true
and accurate knowledge of the subject matter.

     5.12.  BORROWER'S NAME.  Borrower has not changed its name or been known by
any other name  within the last five (5)  years,  nor has it been the  surviving
corporation in a merger effected within the last five (5) years,  except for (a)
consummation  of the  transactions  described  in Merger  Agreement  and Plan of
Reorganization dated as of May 16, 2000, among Advatex Associates, Inc., Logical
Acquisition Corp., Color Acquisition Corp., Logical Imaging Solutions,  Inc. and
Color Image,  Inc.,  a Georgia  corporation,  as amended June 15, 2000,  and (b)
merger with Color Image, Inc., a Georgia corporation,  in which Borrower was the
surviving corporation.  Borrower does not now use nor has it ever used any trade
or fictitious name in the conduct of its business, except for "Color Image".

     5.13.  EXISTING DEBT. Borrower is not in default with respect to any of its
existing Debt or with respect to any material  agreement to which  Borrower is a
party.

     5.14.  INSOLVENCY.  Borrower  is  now  and,  after  giving  effect  to  the
transactions  contemplated  hereby, at all times will be, Solvent.  The benefits
received by Borrower as a result of this  Agreement and the Loan equal or exceed
in  value  the  obligations  incurred  under  this  Agreement  and the  value of
Borrower's interest in the Collateral.  The execution,  delivery and performance
of this Agreement  will assist  Borrower in preserving its assets and continuing
its business activities.

     5.15. SUBSIDIARIES. Borrower has no Subsidiaries.

     5.16.   ENVIRONMENTAL   MATTERS.   Borrower  is  in  compliance   with  all
Environmental  Regulations and with all other federal,  state and local laws and
regulations  relating to the environment and pollution,  including such laws and
regulations   regulating   hazardous,   radioactive   and  toxic  materials  and
underground petroleum products storage tanks. No assessment,  notice of (primary
or secondary) liability or notice of financial responsibility, and no notice of


                                       14
<PAGE>

any action,  claim,  investigation,  proceeding,  or inquiry to  determine  such
liability or responsibility, or the amount thereof, or to impose civil penalties
has  been  received  by  Borrower,  and  there  are  no  facts,   conditions  or
circumstances  known to Borrower  which  could  result in any  investigation  or
inquiry if all such facts,  conditions,  and  circumstances,  if any, were fully
disclosed  to the  applicable  governmental  authority.  Borrower  has  paid any
environmental excise taxes due and payable, including without limitation,  those
imposed pursuant to Sections 4611, 4661, or 4681 of the Internal Revenue Code of
1986,  as  amended  from  time to time.  Borrower  has not  obtained  and is not
required  to  obtain  any  permits,   licenses,  or  similar  authorizations  to
construct,  occupy,  operate or use any  buildings,  improvements,  fixtures  or
equipment  in  connection  with its  business  by  reason  of any  Environmental
Regulations.  No oil,  toxic or hazardous  substances  or solid wastes have been
disposed of or released by Borrower  in  connection  with the  operation  of its
business  and Borrower  will not dispose of or release  oil,  toxic or hazardous
substances  or solid wastes at any time in its  operation  of its business  (the
terms "hazardous  substance" and "release" shall have the meanings  specified in
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980,  as  amended  ("CERCLA"),  and the terms  "solid  waste"  and  "disposal,"
"dispose"  or  "disposed"  shall have the  meanings  specified  in the  Resource
Conservation and Recovery Act of 1976, as amended ("RCRA"),  except that if such
acts are amended to broaden the  meanings  thereof,  the broader  meaning  shall
apply herein).

     5.17. OWNERSHIP.  Borrower is a public corporation, the shares of which are
traded over the counter.

     5.18.  INVENTORY.  All  Inventory  has been  produced,  and during the term
hereof will be produced, in compliance with the requirements of the Federal Fair
Labor Standards Act. No Inventory is now, nor shall any Inventory at any time or
times hereafter be, stored with a bailee,  warehouseman or similar party without
Bank's prior  written  consent and, if Bank gives such  consent,  Borrower  will
concurrently therewith cause any such bailee, warehouseman,  or similar party to
issue and deliver to Bank, in form and substance  acceptable to Bank,  warehouse
receipts  therefor in Bank's  name.  No Inventory is or will be consigned to any
Person  without  Bank's prior  written  consent,  and, if such consent is given,
Borrower  shall,  prior to the  delivery of any  Inventory on  consignment,  (i)
provide Bank with all  consignment  agreements to be used in connection with any
consigned  inventory,  all of which shall be acceptable  to Bank,  (ii) prepare,
execute  and file  appropriate  financing  statements  with  respect to any such
consigned  inventory,  showing Bank as assignee,  (iii)  conduct a search of all
filings made against the consignee in all  jurisdictions  in which any consigned
Inventory is to be located and deliver to Bank copies of the results of all such
searches,  (iv) notify, in writing, all the creditors of the consignee which are
or may be  holders  of Liens in the  Inventory  to be  consigned  that  Borrower
expects to deliver  certain  inventory to the consignee,  all of which Inventory
shall be  described  in such  notice by item or type,  and (v) do all such other
things and acts as may be necessary  or  desirable  to fully  perfect on a first
priority basis Bank's security interest in said Inventory.

     5.19.  LABOR  RELATIONS.  Neither Borrower nor any of its Subsidiaries is a
party  to any  collective  bargaining  agreement,  and  there  are  no  material
grievances,  disputes or controversies  with any union or any other organization
of Borrower's  employees,  or threats of strikes, work stoppages or any asserted
pending demands for collective bargaining by any union or organization.

     5.20.  TRADE RELATIONS.  There exists no actual or threatened  termination,
cancellation  or limitation of, or any  modification  or change in, the business
relationship  between  Borrower and any customer or any group of customers whose
purchases  individually  or in the  aggregate  are  material to the  business of
Borrower,  or with any material supplier,  and there exists no present condition
or state of facts or  circumstances  which  would  materially  affect  adversely
Borrower  or  prevent   Borrower  from   conducting   such  business  after  the
consummation of the transaction  contemplated by this Agreement in substantially
the same manner in which it has heretofore been conducted.



                                       15
<PAGE>

     5.21.  PARTNERSHIPS.  Borrower is not a partner or joint  venturer with any
other Person or a participant in any business  enterprise other than its own for
which it is generally liable, nor does Borrower have any contingent  liabilities
of  any  description  other  than  as  indicated  in  the  financial  statements
heretofore delivered to Bank.

     5.22. SURETY OBLIGATIONS. Borrower is not obligated as guarantor, surety or
indemnitor  under  any  indemnity,  guaranty,  surety or  similar  bond or other
contract issued or entered into or any agreement to assure payment,  performance
or completion of  performance  of any  undertaking  or obligation of any Person,
except  under  manufacturer's  warranties  issued  in  the  ordinary  course  of
Borrower's business.

     5.23. NO APPROVAL.  No authorization or approval or other action by, and no
notice to or filing with, any federal,  state, or local government body, agency,
or authority is required for the due  execution,  delivery,  and  performance by
Borrower of this Agreement, the Note, or the Loan Documents.

     5.24.  RACKETEERING.  Borrower  is not engaged in any  activity  that might
constitute a pattern of racketeering activity or in any other conduct that might
subject all or a material portion of Borrower's assets to forfeiture.

     5.25.  PATENTS,  TRADEMARKS,  COPYRIGHTS  AND  LICENSES.  Borrower  owns or
possesses all the patents,  trademarks,  service marks, trade names,  copyrights
and  licenses  necessary  for the  present  and  planned  future  conduct of its
business  without any known  conflict  with the rights of others.  All  patents,
trademarks,  service marks, tradenames,  copyrights,  licenses and other similar
rights owned or used by Borrower  are listed on EXHIBIT "E" attached  hereto and
made a part hereof. Where said patents are not owned outright by Borrower,  said
exhibit lists the owner thereof and  identifies  the license or other  agreement
pursuant to which they are used by Borrower.

     5.26.  REPRESENTATIONS  TRUE. No representation or warranty by the Borrower
contained  herein  or in any  certificate  or other  document  furnished  by the
Borrower pursuant hereto contains any untrue statement of material fact or omits
to state a material fact necessary to make such  representation  or warranty not
misleading in light of the circumstances under which it was made.

                                   ARTICLE VI
                                GENERAL COVENANTS

     Borrower  agrees  and  covenants  that  until  the  Obligations  have  been
indefeasibly  paid in full and until the Bank has no further  obligation to make
advances under the Loan, Borrower shall:

     6.1. INSURANCE. Maintain insurance with insurance companies satisfactory to
Bank on such of its  properties,  in such  amounts and against  such risks as is
customarily maintained in similar businesses operating in the same vicinity, and
shall file with Bank upon  request,  from time to time,  a detailed  list of the
insurance  then in effect,  stating the names of the  insurance  companies,  the
amounts  and  rates of the  insurance,  dates  of  expiration  thereof,  and the
properties  and risks  covered  thereby,  and,  within 10 days  after  notice in
writing from Bank, shall obtain such additional insurance as Bank may reasonably
request.  All such  policies  shall name the Bank as a named insured and provide
that any losses payable  thereunder shall (pursuant to loss payable clauses,  in
form and content  acceptable  to the Bank,  to be  attached  to each  policy) be
payable to the Bank, and provide that the insurance provided thereby,  as to the
interest  of the Bank,  shall not be  invalidated  by any act or  neglect of the
Borrower, nor by the commencing of any proceedings by or against the Borrower in
bankruptcy, insolvency,  receivership or any other proceedings for the relief of
a debtor, nor by any foreclosure,  repossession or other proceedings relating to
the property insured,  nor by any occupation of such property or the use of such
property for purposes  more  hazardous  than  permitted in the policy.  Borrower
hereby assigns to the Bank all right to receive proceeds, directs any insurer to
pay all proceeds  directly to the Bank,  and  authorizes the Bank to endorse any
check or draft for such proceeds and apply the same toward  satisfaction  of the
Obligations.  The Borrower shall furnish to the Bank insurance certificates,  in
form and substance  satisfactory to the Bank,  evidencing  compliance by it with


                                       16
<PAGE>

the terms of this  Section  and,  upon the request of the Bank at any time,  the
Borrower shall furnish the Bank with photostatic copies of the policies required
by the terms of this Section. The Borrower will cause each insurer under each of
the  policies  to agree  (either by  endorsement  upon such  policy or by letter
addressed to the Bank) to give the Bank at least 10 days' prior  written  notice
of the  cancellation  of such  policies  in whole or in part or the lapse of any
coverage thereunder. Borrower agrees that it will not take any action or fail to
take any action which action or inaction would result in the invalidation of any
insurance  policy  required  hereunder.  At least 10 days  prior to the date the
premiums on each such  policy or  policies  shall  become due and  payable,  the
Borrower  shall  furnish to the Bank  evidence of the payment of such  premiums.
Borrower  shall  furnish  to the Bank such  evidence  of  insurance  as Bank may
require.

     6.2. CORPORATE EXISTENCE:  QUALIFICATION.  Maintain its corporate existence
and, in each  jurisdiction in which the character of the property owned by it or
in which the  transaction  of its business  makes its  qualification  necessary,
maintain good standing.

     6.3. TAXES.  During each fiscal year, accrue all current tax liabilities of
all kinds, all required  withholding of income taxes of employees,  all required
old age and  unemployment  contributions,  all  required  payments  to  employee
benefit plans, and pay the same when they become due.

     6.4.  COMPLIANCE  WITH LAWS.  Comply with all Applicable  Laws,  including,
without limitation,  Environmental Regulations,  and pay all taxes, assessments,
charges, claims for labor, supplies, rent, and other obligations.  Specifically,
Borrower shall pay when due all taxes and assessments upon the Collateral,  this
Agreement, the Note, or any Loan Document,  including,  without limitation,  any
stamp taxes or intangibles taxes imposed by virtue of the transactions  outlined
herein.

     6.5. ANNUAL FINANCIAL  STATEMENTS.  Within 120 days after the close of each
fiscal year,  furnish Bank with annual audited financial  statements of Borrower
consisting of balance sheets,  operating statements and such other statements as
Bank may reasonably request, for the period(s) involved,  prepared in accordance
with GAAP  consistently  applied for the period  involved and for the  preceding
fiscal  year  and  certified  as  reviewed  by  independent   certified   public
accountants  acceptable to the Bank. At the time of  furnishing  said  financial
statements,  Borrower  shall  furnish  Bank  with  (i) a  certificate  from  the
President or the chief  financial  officer of Borrower,  or any other officer of
Borrower  properly  authorized  as  evidenced  by  a  Secretary's   Certificate,
including  resolution  and  incumbency   certificate,   in  form  and  substance
acceptable to Bank,  stating that (A) the certifier has reviewed this  Agreement
and the affairs of Borrower,  (B) to the best of the  certifier's  knowledge and
belief the certifier is unaware of the occurrence of an event which  constitutes
an Event of Default hereunder or which would constitute such an Event of Default
with the giving of notice or the lapse of time or both,  and, if so, stating the
facts  with  respect  thereto,  (C)  setting  forth  the  calculations  to  show
compliance with the financial covenants set forth herein, said certificate to be
in the form of EXHIBIT "F" hereto unless otherwise specified by Bank, and (ii) a
letter from such independent  certified public accountants stating that the Bank
may rely on such financial statements and their opinion with respect thereto.

     6.6. INTERIM FINANCIAL  STATEMENTS.  Within 45 days after the close of each
fiscal quarter, furnish Bank with unaudited quarterly and year-to-date financial
statements of Borrower,  consisting of balance  sheets and operating  statements
and a listing of all  contingent  liabilities  of the  Borrower  for the periods
involved and such other  statements as Bank may request,  prepared in accordance
with  GAAP  applied  on a  basis  consistent  with  the  financial  statement(s)
previously  furnished to Bank,  taken from the books and records of Borrower and
certified as correct by the chief financial officer of Borrower.  At the time of
furnishing  such  financial  statements,  Borrower  shall  furnish  Bank  with a
certificate  from the President or the chief financial  officer of Borrower,  or
any other officer of Borrower properly  authorized as evidenced by a Secretary's
Certificate,  including  resolution  and  incumbency  certificate,  in form  and
substance  acceptable  to Bank,  stating that the  certifier  has reviewed  this
Agreement  and  the  affairs  of  the  Borrower  and  that  to the  best  of the
certifier's  knowledge and belief the certifier is unaware of the  occurrence of
an event  which  constitutes  an  Event  of  Default  hereunder  or which  would
constitute  such an Event of  Default  with the giving of notice or the lapse of



                                       17
<PAGE>

time  or  both,  and if  so,  stating  the  facts  with  respect  thereto.  Said
certificates  shall further confirm that Borrower was at the time of issuance of
said  financial  statements,  and has at all times since,  been Solvent.  Unless
otherwise  specified by Bank, said  certificate  shall be in the form of EXHIBIT
"F" hereto.  In addition,  Borrower  shall  furnish to Bank upon request by Bank
from time to time all federal and state tax returns and  informational  reports,
including,  without  limitation,  the Form 941 Quarterly payroll tax information
form  and all  other  forms  filed  with any  state,  federal,  or local  agency
pertaining to payment of applicable  payroll and other federal,  state and local
taxes.

     6.7. VISITS AND INSPECTIONS.  Permit persons  designated by Bank to inspect
any and all of the property and  corporate  and  financial  books and records of
Borrower  and to discuss its affairs  with its  officers  and  employees at such
reasonable times as Bank shall request and furnish Bank with such  miscellaneous
information as it may request.

     6.8.  PAYMENTS ON NOTE.  Duly and punctually pay the principal and interest
on the Note, in accordance with the terms of this Agreement and of the Note, and
pay all other Debt of Borrower reflected on the financial  statements  delivered
to Bank and referred to in Section 5.5 hereof and all other Debt incurred  after
the date hereof in accordance with the terms of such Debt, it being  understood,
however,  that this Section  shall not be deemed to permit any Debt in violation
of the  provisions  of Sections  7.1 and 7.2 hereof.

     6.9. CONDUCT OF BUSINESS.  Conduct its business as now conducted and do all
things  necessary  to  preserve,  renew and keep in full  force and  effect  its
rights, privileges and franchises necessary to continue its business.

     6.10.  MAINTENANCE  OF  PROPERTIES.  Keep its  properties  in good  repair,
working order and condition, reasonable wear and tear excepted, and from time to
time make all needed and proper repairs, renewals, replacements,  additions, and
improvements thereto and comply with the provisions of all leases to which it is
a party or  under  which  it  occupies  property  so as to  prevent  any loss or
forfeiture thereof or thereunder.

     6.11.  ADDITIONAL  DOCUMENTS.  Join  the  Bank in  executing  any  security
agreements, assignments, consents, financing statements or other instruments, in
form  satisfactory  to the Bank,  as the Bank may from time to time  request  in
connection  with the  Collateral and the other security for the Loan referred to
in Section 4.1 hereof.

     6.12. NOTICE TO BANK.  Immediately notify the Bank of (i) any event causing
a material loss or  depreciation  in value of the  Collateral  and the amount of
such loss or  depreciation,  (ii) if Borrower becomes aware of the occurrence of
any Event of Default or of any fact, condition or event that, with the giving of
notice or passage of time,  or both,  could become an Event of Default or of the
failure of the Borrower to observe any of its undertakings  hereunder,  or (iii)
any material lawsuit involving Borrower.

     6.13.  COLLATERAL  REPORTS.  Furnish to Bank at least  quarterly  (and more
frequently if requested by Bank) a detailed accounts  receivable aging report, a
detailed accounts payable aging report, and an inventory report, all in form and
substance,  and containing such detail and  information,  as Bank shall request,
and furnish to Bank copies of all physical  inventory  listings when prepared by
Borrower.

     6.14.  SUBORDINATION  OF  DEBT.  Provide  Bank  with a  debt  subordination
agreement,  in form and substance satisfactory to Bank, executed by Borrower and
any Person who is an officer, director,  shareholder or Affiliate of Borrower to
whom  Borrower  is or  hereafter  becomes  indebted,  subordinating  in right of
payment  and claim all Debt owed by  Borrower  to any said Person and any future
advances thereon to the full and final payment of the Obligations.

     6.15. COLLECTION OF ACCOUNTS.  Diligently pursue collection of all Accounts
and other amounts due Borrower by others, including Affiliates of Borrower.



                                       18
<PAGE>

     6.16.  LANDLORD  AND STORAGE  AGREEMENTS.  Provide  Bank with copies of all
agreements  between  Borrower  and any landlord or  warehouseman  which owns any
premises at which any inventory or other  Collateral  may, from time to time, be
kept.

     6.17. AUDITORS, INSURANCE REPRESENTATIVES AND AGENTS. Furnish the Bank with
a copy of each  letter  written to the  Borrower  by its  independent  certified
public accountant concerning internal controls and management review immediately
upon receipt of same and any comments made by the Borrower with respect  thereto
and  permit  Bank  to  communicate  directly  with  said  accountants  and  with
Borrower's insurance  representatives and agents regarding the financial affairs
and  condition of Borrower,  the books and records of  Borrower,  and  insurance
matters pertaining to Borrower's business.

     6.18.  ERISA   COMPLIANCE.   (i)  At  all  times  make  prompt  payment  of
contributions  required to meet the minimum funding standards set forth in ERISA
with respect to each Plan;  (ii) promptly after the filing  thereof,  furnish to
Bank  copies of any annual  report  required  to be filed  pursuant  to ERISA in
connection  with  each Plan and any other  employee  benefit  plan of it and its
Affiliates; (iii) notify Bank as soon as practicable of any Reportable Event and
of any  additional  act or condition  arising in connection  with any Plan which
Borrower  believes might constitute  grounds for the termination  thereof by the
Pension Benefit  Guaranty  Corporation or for the appointment by the appropriate
United  States  district  court of a trustee to  administer  the Plan;  and (iv)
furnish  to  Bank,  promptly  upon  Bank's  request  therefor,  such  additional
information  concerning any Plan or any other such employee  benefit plan as may
be reasonably requested.

     6.19. BANK ACCOUNTS.  Maintain its principal bank accounts with the Bank or
another  bank  designated  by the Bank,  except that  Borrower  may  continue to
maintain its payroll account where it is presently located.

     6.20.  BUSINESS RECORDS.  Keep, and cause each Subsidiary to keep, adequate
records and books of account with respect to its  business  activities  in which
proper  entries are made in accordance  with GAAP  reflecting  all its financial
transactions.

     6.21 FINANCIAL  COVENANTS.  Maintain at all times that this Agreement is in
effect the following:

          (a)  Fixed  Charge  Coverage  Ratio with  respect to the  twelve-month
               period ending on the last day of any Fiscal Quarter of any Fiscal
               Year of not less than 1.2:1:00,  excluding  from the  calculation
               (i) Authorized Affilate Debt and (ii) liabilities and obligations
               of Kings Brothers under the Reimbursement Agreement;

          (b)  a ratio of Debt to Tangible  Net Worth of not more than 2.1 to 1,
               including in the definition of "Debt" Authorized  Affiliate Debt,
               but excluding liabilities and obligations of Kings Brothers under
               the Reimbursement Agreement; and

          (c)  Tangible Net Worth of not less than $7,000,000.

The note  receivable of $974,000 owed to Borrower from Kings  Brothers in regard
to Kings Brother's portion of the $1,100,000  industrial revenue bond obligation
to which the Reimbursement  Agreement pertains shall not be deducted from equity
to determine  Tangible Net Worth.  The offsetting  debt of $974,000 shall not be
included in the definition of Debt for covenant calculation purposes.

     6.22.  FILING.  Deliver to Bank a copy of any filings with any governmental
body,  agency or authority which regulates  Borrower's  business (except for tax
returns filed in the ordinary course of business).



                                       19
<PAGE>

                                   ARTICLE VII
                               NEGATIVE COVENANTS

     Until the Obligations have been  indefeasibly  repaid and satisfied in full
and until the Bank has no further  obligation to make  advances  under the Loan,
without the prior written consent of Bank, the Borrower shall not:

     7.1.  INDEBTEDNESS.  Except as permitted or contemplated by this Agreement,
create,  incur,  assume  or suffer  to exist  any Debt or  obligation  for money
borrowed,  or  guarantee,  or endorse,  or otherwise  be or become  contingently
liable in connection  with the  obligations  of any Person  (including,  without
limitation, any Affiliate), except

          7. 1. 1.  Indebtedness  for taxes not at the time due and  payable  or
which are being actively contested in good faith by appropriate  proceedings and
against  which  reserves  deemed  adequate  by Bank  have  been  established  by
Borrower,  but only if the  non-payment  of such taxes being  contested does not
result in a Lien upon any property of Borrower  that has priority  over the Lien
held by Bank;

          7.1.2.  Contingent  liabilities  arising  out  of the  endorsement  of
negotiable   instruments  in  the  ordinary  course  of  collection  or  similar
transactions in the ordinary course of business;

          7.1.3.  Accounts  payable to trade  creditors  which are not aged more
than one hundred  twenty  (120) days from  billing  date and  current  operating
expenses (other than for borrowed money) which are not more than sixty (60) days
past due, in each case  incurred  in the  ordinary  course of business  and paid
within such time period,  unless the same are actively  being  contested in good
faith and by  appropriate  and lawful  proceedings  and Borrower  shall have set
aside such reserves,  if any, with respect  thereto as have been  recommended by
independent public accountants;

          7.1.4. Debt to third parties for purchase money borrowing  incurred in
connection  with the purchase of capital assets used in the business of Borrower
not to exceed $100,000 during any fiscal year of Borrower;

          7.1.5. Debt for money borrowed from the Bank;

          7.1.6 Subject to Section 7.1.7,  Debt to Affiliates  provided that and
so long as (a) such Debt at no time exceeds One Million Dollars  ($1,000,000) in
outstanding principal amount in the aggregate;  (b) such Debt is in all respects
and at  all  times  subordinate  and  subject  to the  Obligations  pursuant  to
subordination  agreements  acceptable to Bank in its sole  discretion;  (c) such
Debt requires  Borrower to pay only interest  thereon so long as the Obligations
or any  portion  thereof  is  outstanding,  except  that such  Debt may  require
Borrower to pay  principal to the extent of additional  cash equity  investments
actually made in Borrower, and (d) no Event of Default exists; and

          7.1.7 Authorized Affiliate Debt, provided that and so long as no Event
of  Default  exists  hereunder  or results  from any  payment  under  Authorized
Affiliated Debt.

     7.2. LIENS AND SECURITY  INTERESTS.  Create,  incur,  assume,  or suffer to
exist any mortgage,  security deed, deed of trust,  security  interest,  pledge,
encumbrance, Lien or charge of any kind (including charges on property purchased
under  conditional  sales or  other  title-retention  agreements)  on any of its
property or assets,  now owned or hereafter  acquired,  except for the following
(all of which are referred to herein as "Permitted Liens"):



                                       20
<PAGE>

          7.2.1.  Liens for taxes  not yet due or which are being  contested  in
good faith by appropriate  proceeding and against which reserves deemed adequate
by Bank have been set up  (excluding  any Lien  imposed  pursuant  to any of the
provisions of ERISA);

          7.2.2. Other Liens, charges and encumbrances incidental to the conduct
of its  business  or the  ownership  of its  property  and assets and created by
operation of law;

          7.2.3.  Purchase  money Liens and  encumbrances  created to secure the
indebtedness permitted by Section 7.1.4 hereof;

          7.2.4. Liens, charges and encumbrances in favor of the Bank; and

          7.2.5.  Liens,  charges and  encumbrances  reflected on EXHIBIT "B" to
this Agreement.

     7.3.  DIVIDENDS AND  DISTRIBUTIONS.  Declare any dividends on any shares of
any class of its capital  stock,  or apply any of its  property or assets to the
purchase,  redemption  or other  retirement  of,  or set  apart  any sum for the
payment of any  dividends on, or for the  purchase,  retirement  of, or make any
other  distribution  by  reduction  of capital or  otherwise  in respect of, any
shares of any class of capital  stock of the  Borrower,  except  under the stock
repurchase  plans  described on SCHEDULE  7.3 hereto;  provided,  however,  that
during such time as Borrower  maintains an effective  election to be taxed under
the provisions of Chapter "S" of the Internal  Revenue Code of 1978, as amended,
Borrower  shall be entitled to  distribute to its  shareholders  in each year an
amount not to exceed that portion of the federal  income tax liability  incurred
by each said shareholder on income tax returns for the prior year which resulted
from its holdings of shares in Borrower.

     7.4. AFFILIATE TRANSACTIONS.  Purchase,  acquire or lease property from, or
sell,  transfer or lease any inventory,  materials,  goods,  equipment,  assets,
rights or property to, any Affiliate of Borrower,  except in the ordinary course
of  Borrower's  business  and under  terms and  conditions  which would apply if
disinterested parties were involved.

     7.5. FINANCING  STATEMENTS.  Permit any financing  statement (except Bank's
financing statements) to be on file with respect to the Collateral.

     7.6.  LOCATION OF COLLATERAL.  Change the locations at which the Collateral
is maintained;  change the name,  identity,  or corporate structure of Borrower;
adopt or make use of any  fictitious  or trade name not  disclosed  elsewhere in
this Agreement; or change the location of its chief executive office.

     7.7.  DESTRUCTION OF COLLATERAL.  Waste or destroy the Collateral or use it
in violation of any statute or ordinance.

     7.8. MERGER OR  CONSOLIDATION.  Enter into any merger or  consolidation  or
acquire all or substantially all of the assets of any Person; or sell, lease, or
otherwise  dispose of any of its assets in an aggregate amount exceeding $50,000
during any fiscal year, except sales in the ordinary course of its business.

     7.9. LOANS OR ADVANCES. Make Loan or make advances or pay any management or
similar fees to any Person.

     7.10. ACQUISITIONS.  Purchase or acquire the obligations or stock of or any
other interest in any Person,  except direct obligations of the United States of
America or certificates of deposit or other investments issued by the Bank or by
any bank designated in writing by the Bank.

     7.11.  PAYMENT OF DEBT. Pay any portion of the principal of, or prepay, any
Debt except Debt to the Bank; provided,  however, the Borrower may take ordinary
trade  discounts on purchases  made in the ordinary  course of business and make


                                       21
<PAGE>

payments or  prepayments  under  Authorized  Affiliate Debt provided that and so
long as no Event of Default exists or results from any such payment.

     7.12. LEASE TRANSACTIONS.  Enter into any sale and lease-back  arrangement,
either directly or indirectly.

     7.13.  AMENDMENTS.  Amend any instrument evidencing a Permitted Lien or the
indebtedness secured thereby.

     7.14.  SALARIES.  Increase the salary and fringe benefits of any officer or
director  or  shareholder  or  any  Affiliate  of any  officer  or  director  or
shareholder of Borrower by more than 15% in any fiscal year from the amount paid
in the previous fiscal year.

     7.15.  ADVERSE  TRANSACTIONS.  Enter  into any  transaction,  or permit any
Subsidiary to enter into any transaction, which materially and adversely affects
or may materially and adversely  affect the Collateral or Borrower's  ability to
repay the Obligations or permit or agree to any material  extension,  compromise
or  settlement  or make any change or  modification  of any kind or nature  with
respect to any Account,  including any of the terms relating thereto, other than
discounts and allowances in the ordinary course of business.

     7.16.  SUBSIDIARY  ACQUISITIONS.  Hereafter create any Subsidiary or divest
itself of any material assets by transferring them to any Subsidiary.

     7.17.  SUBSIDIARY   DIVESTITURES.   Transfer,  sell,  pledge,  encumber  or
otherwise  assign any shares of stock or other  interest  in any  Subsidiary  or
permit any Subsidiary to sell or otherwise  dispose of all of substantially  all
of its assets.

     7.18 PARTNERSHIPS OR JOINT VENTURES. Become or agree to become a general or
limited partner in any general or limited partnership or a joint venturer in any
joint venture.

     7.19.  SUBORDINATED  DEBT.  Make any payment  (principal or interest)  with
respect  to  Subordinated  Debt,  or with  respect  to any  Debt  that  would be
Subordinated  Debt but for the absence of a  subordination  agreement  in effect
with respect thereto.

                                  ARTICLE VIII
                           GRANT OF SECURITY INTEREST

     8.1.  SECURITY  INTEREST.  As security  for the payment of the Loan and all
other  Obligations,  now existing or in the future  incurred,  and including any
extensions or renewals or changes in form of the Loan, any Overadvances, and any
other Debt of Borrower  to the Bank,  and all costs and  expenses of  collection
thereof, including, without limitation, attorneys' fees, Borrower hereby assigns
to Bank and grants to Bank a security interest in and Lien upon the following:

          (a) All of Borrower's Accounts;

          (b) All of Borrower's General Intangibles;

          (c) All of Borrower's Inventory;

          (d) All of Borrower's Equipment;

          (e) All of Borrower's  chattel paper,  documents and  instruments  and
rights of payment evidenced thereby;



                                       22
<PAGE>

          (f) All of Borrower's investment property,  deposit accounts,  letters
of credit and letter of credit rights;

          (g) All of proceeds and  products,  as the case may be, of  Borrower's
Accounts,  General  Intangibles,  Equipment,  and Inventory and all other of the
foregoing portions of the Collateral;

          (h) All monies and other  property  of any kind,  real,  personal,  or
mixed, and tangible or intangible, now or at any time or times hereafter, in the
possession or under the control of Bank or a bailee of Bank;

          (i)  All  accessions  to,  substitutions  for  and  all  replacements,
products  and cash and  non-cash  proceeds of (a) through (h) above,  including,
without limitation,  proceeds of and unearned premiums with respect to insurance
policies insuring any of the Collateral;

          (j) All books and records  (including,  without  limitation,  customer
lists, credit files, magnetic, digital and laser tapes and disks, electronic and
computer  storage  media,  computer  programs,  print-outs,  and other  computer
materials and records) of Borrower pertaining to any of (a) through (i) above.

     8.2.  SALE OF  INVENTORY.  Until  the  occurrence  of an Event  of  Default
hereunder or until expiration of the Commitment Period,  whichever occurs first,
Borrower may use and dispose of the Inventory in the ordinary course of business
where such is not inconsistent  with this Agreement,  provided that the ordinary
course of business does not include a transfer in partial or total  satisfaction
of Debt nor a transfer  (other than a sale on terms and  conditions  which would
apply if disinterested parties were involved) to an Affiliate of Borrower.

     8.3.  NOTICE TO ACCOUNT  DEBTORS.  At any time after the  occurrence  of an
Event of Default,  but without  prior notice to Borrower,  except such notice as
may be required by law, Bank shall have the right to notify the Account  Debtors
obligated on any or all of the Accounts to make payment thereof directly to Bank
and to take control of all proceeds of any such Accounts. Any such notice by the
Bank to such Account Debtors shall be given by an authorized  representative  of
the Bank. Borrower,  if requested by Bank, shall stamp or cause to be stamped on
each Account item in legible letters "Pledged to SouthTrust Bank" and shall turn
over physical  possession of the Accounts to Bank.  Borrower  authorizes Bank to
sign and endorse  Borrower's name upon any check,  draft,  money order, or other
form of payment of any Account  item and to sign and endorse  satisfactions  and
releases of Account items in Borrower's  name. Until such time as Bank elects to
exercise the right to collect and enforce said Accounts, Borrower is authorized,
as agent of the Bank, to collect and enforce said  Accounts in Borrower's  name.
The costs of such  collection and  enforcement,  including  attorneys'  fees and
out-of-pocket   expenses  and  all  other  expenses  and  liabilities  resulting
therefrom,  shall be borne  solely by Borrower  whether the same are incurred by
the Bank or Borrower.

     8.4.  VERIFICATION  OF  ACCOUNTS.  Whether or not an Event of  Default  has
occurred,  any of Bank's  officers,  authorized  representatives,  employees  or
agents shall have the right, at any time or times hereafter, in the name of Bank
or in any  trade or  fictitious  name  selected  by Bank,  or in the name of any
designee of Bank or Borrower, to verify the validity, amount or any other matter
relating to any Accounts by mail, telephone,  telegraph, or otherwise.  Borrower
shall cooperate fully with Bank in an effort to facilitate and promptly conclude
any such verification process.

     8.5 CONTROL.  Borrower will  cooperate with Bank for Bank to obtain control
of the Collateral consisting of deposit accounts, investment property, letter of
credit  rights  and  electronic  chattel  paper.  Borrower  will not  create any
electronic  chattel paper without  taking all steps deemed  necessary by Bank to
confer control of the electronic chattel paper upon Bank.



                                       23
<PAGE>

     8.6.  GOVERNMENTAL  ACCOUNTS.  If any of Borrower's Accounts in excess of $
10,000 arise out of contracts with the United States or any department,  agency,
or instrumentality thereof, Borrower will immediately notify the Bank thereof in
writing and execute any  instruments  and take any steps required by the Bank in
order that all monies due and to become due under such Account shall be assigned
to the  Bank and  notice  thereof  given to the  Government  under  the  Federal
Assignment of Claims Act.

     8.7. ACCOUNTS EVIDENCED BY INSTRUMENTS.  If any of Borrower's  Accounts are
or should become evidenced by promissory Note, trade acceptances, chattel paper,
chattel mortgages,  conditional sales contracts, or other instruments,  Borrower
will immediately deliver same to Bank, endorsed or assigned with recourse to the
Bank's order and,  regardless  of the form of such  endorsement  or  assignment,
Borrower  hereby waives  presentment,  demand,  notice of dishonor,  protest and
notice of protest and all other notices with respect thereto.

     8.8.  LEASE OF RECORDS.  Borrower  hereby leases to the Bank,  and the Bank
hires from Borrower,  for a term which shall be effective so long as the Loan or
other Obligations secured hereby are owing to the Bank by Borrower and until the
Bank has no further  obligation under the Agreement,  all of Borrower's  present
and future books of Accounts,  computer printouts,  magnetic,  digital and laser
tapes and disks,  computer  and  electronic  storage  media,  computer  software
programs, trial balance records, ledgers and cabinets in which they are located,
reflected or maintained, in any way relating to the Collateral,  and all present
and future  supporting  evidence and documents  relating  thereto in the form of
written applications,  credit information, account cards, payment records, trial
balances, correspondence,  delivery receipts, certificates and the like, as well
as the past and current information stored in computer software programs for and
on Borrower's behalf by third parties. Borrower, if requested by Bank, agrees to
legend all of the  foregoing  to indicate the lease  thereof to the Bank.  If an
Event of  Default  occurs,  then,  in  addition  to all of the other  rights and
remedies of the Bank  herein,  the Bank will have the right  forthwith or at any
time thereafter to remove from Borrower's premises all of the foregoing and keep
and retain the same in Bank's  possession  until the Loan and other  Obligations
secured  hereby  shall have been fully paid and  discharged  and the Bank has no
further obligation under the Agreement. The provisions of this Section shall not
be deemed to diminish or  contravene  the  security  interest of the Bank in the
Borrower's  General  Intangibles  or in the property,  materials,  and interests
described  in this  Section  but shall be deemed to be in addition to any rights
the Bank may have with respect to the Borrower's grant of a security interest in
its General Intangibles to the Bank.

     8.9. LICENSE OF RIGHTS.  Bank is hereby granted a license or other right to
use, without charge,  Borrower's labels, patents,  copyrights,  rights of use of
any name, trade secrets,  tradenames,  trademarks and advertising  matter or any
property of a similar  nature as it pertains to the  Collateral,  in advertising
for sale and in selling any Collateral, and Borrower's rights under all licenses
and all franchise agreements shall inure to Bank's benefit.

     8.10.  ATTORNEY-IN-FACT.  Borrower hereby irrevocably  designates,  makes,
constitutes and appoints Bank (and all Persons designated by Bank) as Borrower's
true and lawful  attorney (and  agent-in-fact)  and Bank, or Bank's agent,  may,
without  notice to Borrower and in either  Borrower's or Bank's name, but at the
cost and expense of Borrower:

          8.10.1.  At such time or times hereafter as Bank or said agent, in its
sole discretion,  may determine,  endorse  Borrower's name on any checks,  Note,
acceptances,  drafts,  money orders or any other evidence of payment or proceeds
of the  Collateral  which  come  into the  possession  of Bank or  under  Bank's
control; and

          8.10.2.  At such  time or  times  as Bank  or its  agent  in its  sole
discretion  may  determine  (and  irrespective  of  whether  an Event of Default
exists):  (i) demand payment of the Accounts from the Account  Debtors,  enforce
payment  of the  Accounts  by legal  proceedings  or  otherwise,  and  generally
exercise all of Borrower's rights and remedies with respect to the collection of
the Accounts; (ii) settle, adjust,  compromise,  discharge or release any of the
Accounts or other Collateral; (iii) sell or collect any of the Accounts or other


                                       24
<PAGE>

Collateral  upon such terms,  and for such  amounts and at such time or times as
Bank  deems  advisable;  (iv) take  possession,  in any  manner,  of any item of
payment  or  proceeds  relating  to any  Collateral  and  apply  the same to the
Obligations;  (v) prepare,  file and sign Borrower's name to a proof of claim in
bankruptcy or similar  document  against any Account  Debtor or to any notice of
lien,  assignment or satisfaction of lien or similar document in connection with
any of the Collateral;  (vi) receive,  open and dispose of all mail addressed to
Borrower  and to notify  postal  authorities  to change the address for delivery
thereof  to such  address  as Bank  may  designate;  (vii)  endorse  the name of
Borrower upon any of the items of payment or proceeds relating to any Collateral
and  deposit the same to the account of Bank or any other bank on account of the
Obligations;  (viii)  endorse  the  name of  Borrower  upon any  chattel  paper,
document, instrument,  invoice, freight bill, bill of lading or similar document
or agreement relating to the Accounts,  Inventory and any other Collateral; (ix)
use Borrower's  stationery and sign the name of Borrower to verifications of the
Accounts  and  notices  thereof  to  Account  Debtors;  (x) use the  information
recorded on or contained in any data processing  equipment and computer hardware
and software relating to the Accounts,  Inventory,  and any other Collateral and
to which  Borrower has access;  (xi) make and adjust  claims  under  policies of
insurance;  and (xii) for and in the name of Borrower to give  instructions  and
direct any bank or financial institution in which proceeds of the Collateral are
deposited to turn over said  proceeds to Bank;  and (xiii) do all other acts and
things necessary,  in Bank's  determination,  to fulfill Borrower's  obligations
under this Agreement.

                                   ARTICLE IX
                   ADDITIONAL REPRESENTATIONS, COVENANTS, AND
                        AGREEMENTS RELATING TO COLLATERAL

     9.1.  RELIANCE  ON  STATEMENTS.  With  respect  to all  Accounts,  Borrower
represents  and  warrants  to Bank  that  Bank may rely,  in  determining  which
Accounts are Eligible Accounts,  on all statements and  representations  made by
Borrower with respect to any Account or Accounts, and unless otherwise indicated
in writing to Bank, that with respect to each Account:

          9.1.1.  It is genuine and in all respects  what it purports to be, and
it is not evidenced by a judgment;

          9.1.2.  It arises out of a  completed,  bona fide sale and delivery of
goods or  rendition  of  services  by  Borrower  in the  ordinary  course of its
business and in accordance with the terms and conditions of all purchase orders,
contracts or other documents relating thereto and forming a part of the contract
between Borrower and the Account Debtor;

          9.1.3.  It is  for a  liquidated  amount  maturing  as  stated  in the
duplicate  invoice covering such sale or rendition of services,  a copy of which
has been furnished or is available to Bank;

          9.1.4. Such Account, and Bank's security interest therein, is not, and
will not be in the future,  subject to any  offset,  Lien,  deduction,  defense,
dispute,  counterclaim  or any  other  adverse  condition  except  for  disputes
resulting in returned goods where the amount in controversy is deemed by Bank to
be immaterial,  and each such Account is absolutely owing to Borrower and is not
contingent in any respect or for any reason;

          9.1.5.  Borrower  has  made  no  agreement  with  any  Account  Debtor
thereunder for any deduction therefrom, except discounts or allowances which are
granted by Borrower in the ordinary  course of its  business for prompt  payment
and which are reflected in the  calculation of the net amount of each respective
invoice related thereto;

          9.1.6.  There are no facts,  events  or  occurrences  which in any way
impair  the  validity  or  enforceability  thereof  or tend to reduce the amount
payable thereunder from the face amount of the invoice and statements  delivered
to Bank with respect thereto;



                                       25
<PAGE>

          9.1.7.  To the  best  of  Borrower's  knowledge,  the  Account  Debtor
thereunder  (i) had the  capacity to contract at the time any  contract or other
document  giving rise to the Account was executed  and (ii) such Account  Debtor
was and is Solvent;

          9.1.8.  Borrower has no knowledge  of any fact or  circumstance  which
would impair the validity or collectibility  of the Account,  and to the best of
Borrower's knowledge there are no proceedings or actions which are threatened or
pending against any Account Debtor thereunder which might result in any material
adverse   change  in  such   Account   Debtor's   financial   condition  or  the
collectibility of such Account; and

          9.1.9.  Borrower  will have paid or  provided  for the  payment of all
taxes arising from the transaction creating the Account.

     9.2.  NOTIFICATION.  Borrower shall  immediately  notify Bank of any event,
occurrence or  circumstance  which causes any  representation  pertaining to any
Account set forth in Section 9.1 above to cease to be true in all respects,  and
Borrower will promptly notify Bank (i) if any Account Debtor or any Affiliate of
any Account  Debtor has or may have any right of setoff,  deduction,  or defense
against  any Account or (ii) if any such  Account  Debtor or  Affiliate  of such
Account  Debtor has or may have a  contractual  or  business  relationship  with
Borrower  such that at any time such right may exist or be  asserted or (iii) if
Borrower  ships any  inventory or goods or furnishes  any services to any Person
which has or may have any right of  setoff,  deduction  or defense  against  any
asset, including any Account, of Borrower.

     9.3.  AFFIRMATION  OF  REPRESENTATIONS.  Each request for a loan or advance
made by Borrower  pursuant to this  Agreement or any of the other Loan Documents
shall  constitute  (i) an automatic  representation  and warranty by Borrower to
Bank that there does not then exist any  default or Event of Default  and (ii) a
reaffirmation as of the date of said request that all of the representations and
warranties of Borrower  contained in this Agreement and the other Loan Documents
are true in all  material  respects  except  for any  changes  in the  nature of
Borrower's business or operations that would render the information contained in
any exhibit attached hereto either inaccurate or incomplete, so long as Bank has
consented  to such  changes or such  changes  are  expressly  permitted  by this
Agreement.

     9.4.  WAIVERS.  Borrower  hereby  releases  and waives any and all actions,
claims,  causes of action,  demands and suits which it may ever have against the
Bank as a result of any possession,  collection,  settlement, compromise or sale
by Bank of any of the  Collateral  upon the  occurrence  of an Event of  Default
hereunder,   notwithstanding   the  effect  of  such   possession,   collection,
settlement,  compromise or sale upon the business of Borrower. Said waiver shall
include all causes of action and claims  which may result  from the  exercise of
the power of attorney  conferred  upon Bank in Section 8.10.  The failure at any
time or times hereafter to require strict  performance by Borrower of any of the
provisions,  warranties, terms and conditions contained in this Agreement or any
other agreement,  document or instrument now or hereafter  executed by Borrower,
and delivered to the Bank, shall not waive, affect, or diminish any right of the
Bank thereafter to demand strict  compliance and performance  therewith and with
respect to any other provisions,  warranties,  terms and conditions contained in
such agreements,  documents or instruments,  and any waiver of default shall not
waive or affect any other  default,  whether  prior or subsequent  thereto,  and
whether the same are of a different type.  None of the  warranties,  conditions,
provisions and terms contained in the Agreement or any other agreement, document
or  instrument  now or hereafter  executed by Borrower and delivered to the Bank
shall be deemed to have been  waived by any act or  knowledge  of the Bank,  its
agents,  representatives,  officers or  employees,  but only by an instrument in
writing signed by an officer of the Bank and directed to the Borrower specifying
such waiver.

     9.5.  DISCHARGE OF TAXES AND LIENS.  At its option,  the Bank may discharge
taxes,  Liens,  security  interests or other  encumbrances at any time levied or
placed on the Collateral and may pay for the maintenance and preservation of the
Collateral.  Borrower  agrees to reimburse the Bank, on demand,  for any payment


                                       26
<PAGE>

made or  expense  incurred  by Bank  pursuant  to the  foregoing  authorization,
including, without limitation, attorneys' fees.

     9.6. INSURANCE.  Without limiting any other provision hereof, Borrower will
keep the Collateral  insured in amounts equal to its full insurable value,  with
companies,  and against such risks as may be satisfactory to the Bank.  Borrower
will pay the costs of all such insurance and deliver  policies  evidencing  such
insurance to the Bank with mortgagee loss payable  clauses in favor of the Bank.
Borrower hereby assigns to the Bank all right to receive  proceeds,  directs any
insurer to pay all proceeds  directly to the Bank,  and  authorizes  the Bank to
endorse  any  check or  draft  for  such  proceeds  and  apply  the same  toward
satisfaction of the Loan and other Obligations secured hereby.

     9.7. COMPLETE RECORDS,  INSPECTION RIGHTS.  Borrower will at all times keep
accurate  and  complete  records of the  Collateral,  and the Bank or its agents
shall  have the  right to call at  Borrower's  place or places  of  business  at
intervals to be determined by Bank, upon reasonable notice and during Borrower's
regular business hours,  and without  hindrance or delay, to inspect and examine
the Inventory and the Equipment and to inspect, audit, check, and make abstracts
from  the  books,  records,  journals,  orders,  receipts,  computer  printouts,
correspondence  and  other  data  relating  to the  Collateral  or to any  other
transactions  between the parties hereto. If requested by Bank,  Borrower agrees
to make its books,  records,  journals,  orders,  receipts,  computer printouts,
correspondence,  and other data  relating  to the  Collateral  available  at the
Bank's main office for inspection, audit and checking by the Bank or its agents.

     9.8.  U.C.C.  FINANCING  STATEMENT.  The  Borrower  agrees  that a  carbon,
photographic or other  reproduction  of this Agreement or a financing  statement
with respect to the Collateral shall be sufficient as a financing  statement and
may be filed as such by the Bank.

                                    ARTICLE X
                       EVENTS OF DEFAULT; CERTAIN REMEDIES

     10.1. EVENTS OF DEFAULT. The occurrence of any one or more of the following
events shall constitute an Event of Default hereunder:

          10.1.1. Payment Default. If Borrower shall fail to make any payment of
any  installment of principal or interest on the Note when and as the same shall
become due and  payable,  whether at stated  maturity,  upon  expiration  of the
Commitment Period, by declaration, upon acceleration, or otherwise; or

          10.1.2. Fees and Expenses.  If Borrower shall fail to pay when due any
other  expense,  fee or charge  provided for in this  Agreement and such failure
shall continue for a period of ten (10) days; or

          10.1.3. Other Defaults. If Borrower shall fail for a period of fifteen
(15) days after  written  notice  from Bank to  perform,  keep,  or observe  any
covenant,  agreement  or  provision  of any of the  following  Sections  of this
Agreement:  6.4, 6.9,  6.10,  6.11,  6.14,  6.17,  6.18,  6.20,  and 6.21; or if
Borrower  shall fail or neglect to perform,  keep or observe,  or shall  default
with respect to, any other  covenant,  agreement or provision  contained in this
Agreement  (other  than a  covenant,  agreement  or  provision  a default in the
performance of which is dealt with specifically elsewhere in this Section 10.1);
or

          10.1.4.  Representations  False. If any warranty,  representation,  or
other  statement made or furnished to Bank by or on behalf of Borrower or in any
of the Loan Documents  proves to be false or misleading in any material  respect
when made or furnished; or

          10.1.5.  Financial Difficulties.  If the Borrower shall be involved in
financial difficulties as evidenced.



                                       27
<PAGE>

               (a) by its admission in writing of its inability to pay its debts
generally as they become due or of its ceasing to be Solvent;

               (b) by its filing a petition in bankruptcy or for  reorganization
or for the adoption of an arrangement under the U.S.  Bankruptcy Code (as now or
in the future amended) or any similar law regarding debtors' rights and remedies
or an admission seeking the relief therein provided;

               (c) by its  making a general  assignment  for the  benefit of its
creditors;

               (d) by its consenting to the appointment of a receiver for all or
a substantial part of its property;

               (e) by its being adjudicated a bankrupt;

               (f) by the  entry  of a court  order  appointing  a  receiver  or
trustee for all or a substantial part of its property without its consent, which
order shall not be vacated, set aside or stayed within ninety (90) days from the
date of entry; or

               (g) by the assumption of custody or  sequestration  by a court of
competent  jurisdiction  of all or  substantially  all  of its  property,  which
custody or  sequestration  shall not be suspended or  terminated  within 60 days
from its inception; or

          10.1.6.  ERISA.  If a Reportable  Event shall occur which Bank, in its
sole  discretion,  shall  determine  in good faith  constitutes  grounds for the
termination by the Pension Benefit  Guaranty  Corporation of any Plan or for the
appointment by the appropriate United States district court of a trustee for any
Plan,  or if any Plan shall be terminated or any such trustee shall be requested
or appointed,  or if Borrower is in "default" (as defined in Section 4219(c) (5)
of ERISA) with  respect to  payments  to a  Multiemployer  Plan  resulting  from
Borrower's complete or partial withdrawal from such Plan; or

          10.1.7.  Cancellation of Subordination Agreement. If any subordination
agreement executed by any creditor of Borrower or pertaining to any Subordinated
Debt should be canceled, terminated, or breached; or

          10.1.8.  Default on Other  Obligations.  If Borrower  shall default in
payment  of more  than  $10,000  due on any Debt of  Borrower  to  others  or if
Borrower shall default under any loan or security agreement with others or under
any material lease involving a payment of more than $10,000 and any such default
shall not be cured within 30 days after written  notice to Borrower from Bank or
any holder; or

          10.1.9.  Judgments.  If a final  judgment  for the payment of money in
excess of $ 10,000  shall be rendered  against the  Borrower  and the same shall
remain  undischarged for a period of 30 days during which execution shall not be
effectively  stayed,  unless  such  judgment  is fully  covered  by  collectible
insurance; or

          10.1.10.   Actions.  If  Borrower  shall  be  criminally  indicted  or
convicted  under any law that  could lead to a  forfeiture  of any  property  of
Borrower; or

          10.1.11.  Uninsured Losses;  Unauthorized  Dispositions.  Any material
loss,  theft,  damage or destruction not fully covered by insurance (as required
by this  Agreement and subject to such  deductibles as Bank shall have agreed to
in writing),  or sale,  lease or  encumbrance  of any of the  Collateral  or the
making of any levy,  seizure,  or  attachment  thereof or thereon  except in all
cases as may be specifically permitted by other provisions of this Agreement; or

          10.1.12.  Adverse  Changes.  There  shall occur any  material  adverse
change in the financial condition or business prospects of Borrower; or



                                       28
<PAGE>

          10.1.13. Collateral. If a creditor of Borrower shall obtain possession
of any of the Collateral by any legal means; or

          10.1.14.  Business  Disruption;  Condemnation.  There  shall  occur  a
cessation of a  substantial  part of the business of Borrower for a period which
significantly  affects  Borrower's  capacity  to  continue  its  business,  on a
profitable basis; or Borrower shall suffer the loss or revocation of any license
or permit now held or hereafter  acquired by Borrower  which is necessary to the
continued or lawful  operation of its business;  or Borrower  shall be enjoined,
restrained  or in any way  prevented by court,  governmental  or  administrative
order from conducting all or any material part of its business  affairs;  or any
material lease or agreement pursuant to which Borrower leases,  uses or occupies
any of its properties shall be canceled or terminated prior to the expiration of
its  stated  term;  or any  part  of  the  Collateral  shall  be  taken  through
condemnation  or  the  value  of  such  properties  shall  be  impaired  through
condemnation; or

          10.1.15. Bank Insecurity. Bank shall reasonably and in good faith deem
itself insecure; or

          10.1.16.  Change in Control.  If any of the present executive officers
of Borrower  should resign or be removed or if there occurs a change in majority
stock ownership of Borrower; or

          10.1.17.  Subordination Agreements. If a breach or default shall occur
with respect to any subordination agreement executed by any creditor of Borrower
(including any Affiliate), or if any said agreement shall otherwise terminate or
cease to have legal effect; or

          10.1.18.  Other Documents.  If a default or event of default or breach
occurs under any Loan Document  (other than the breaches  enumerated in Sections
10.  1. 1 through  10.  1. 17  above),  or under or with  respect  to any of the
Obligations, or under any other note, evidence of indebtedness,  loan agreement,
security agreement, guaranty, pledge, mortgage, assignment, or security document
executed by Borrower and delivered to the Bank.

     The Borrower  agrees that default under any Loan Document shall  constitute
default with respect to all Loan Documents and vice versa.

     10.2. REMEDIES. Upon or at any time after the occurrence of any one or more
of the  foregoing  Events of Default,  Bank or the holder of the Note may at its
option (i) proceed to protect  and enforce its rights by suit in equity,  action
at law and/or the appropriate  proceeding either for specific performance of any
covenant  or  condition  contained  in the  Note or in any Loan  Document,  (ii)
terminate the Commitment  Period and cease  disbursing  advances under the Note,
and/or (iii)  declare the unpaid  balance of the Loan and Note together with all
accrued  interest to be forthwith due and payable,  and  thereupon  such balance
shall become so due and payable without presentation,  protest or further demand
or notice of any kind, all of which are hereby expressly waived.

     Without  limiting  the  foregoing,  upon  the  occurrence  of any  Event of
Default, and at any time thereafter,  Bank shall have the rights and remedies of
a secured party under the Uniform  Commercial Code in addition to the rights and
remedies  provided  herein  or in any  other  instrument  or paper  executed  by
Borrower.  The Bank may require the Borrower to assemble the  Equipment  and the
Inventory and to make the same available to the Bank at a place to be designated
by the  Bank  which  is  reasonably  convenient  to  both  parties.  Unless  the
Collateral is perishable or threatens to decline  speedily in value,  or is of a
style  customarily  sold on a  recognized  market,  the Bank will give  Borrower
reasonable  notice of the time after  which any private  sale or other  intended
disposition thereof is to be made. The requirement of reasonable notice shall be
met if such notice is mailed  postage  prepaid to the Borrower at least ten (10)
days before the time of such sale or  disposition.  The  Borrower  shall pay the
Bank on demand any and all expenses,  including  legal  expenses and  reasonable
attorneys'  fees,  incurred or paid by the Bank in  protecting  or enforcing the


                                       29
<PAGE>

Loan and all other  Obligations  secured  hereby  and  other  rights of the Bank
hereunder, including its right to take possession of the Collateral.

     The Bank shall not be liable for  failure to  collect  the  Accounts  or to
enforce  any  contract  rights or for any action or  omission on the part of the
Bank, its officers,  agents and employees,  except willful misconduct. No remedy
herein  conferred  upon, or reserved to, the Bank is intended to be exclusive of
any other remedy or remedies,  including  those of any note or other evidence of
Debt held by the Bank,  and each and every remedy shall be cumulative  and shall
be in  addition  to every  other  remedy  given  hereunder  or now or  hereafter
existing in law or in equity.  Exercise or omission to exercise any right of the
Bank shall not affect any subsequent right of the Bank to exercise the same.

     Borrower waives notice prior to Bank's taking  possession or control of any
of the  Collateral  or any bond or security  that might be required by any court
prior to allowing Bank to exercise any of Bank's  remedies,  including,  without
limitation, the issuance of an immediate writ of possession.

     The Borrower agrees that the Bank may apply the net proceeds  received from
the Collateral  among the Loan and the  Obligations  toward  satisfaction of the
same in its sole discretion.  Any such proceeds  remaining after satisfaction in
full of the Loan, the Obligations,  and the other obligations and liabilities of
the Borrower to the Bank shall be distributed as required by Applicable Laws.

          10.3. RIGHT OF SET-OFF.  Upon and after the occurrence of any Event of
Default, Bank may, and is hereby authorized by Borrower to, at any time and from
time to time, to the fullest  extent  permitted by Applicable  Laws, and without
advance notice to Borrower (any such notice being expressly waived by Borrower),
set-off and apply any and all  deposits  (general  or  special,  time or demand,
provisional  or final) at any time held and any other  indebtedness  at any time
owing by Bank to, or for the credit or the account of,  Borrower  against any or
all of the Loan  and  Obligations  and  other  liabilities  and  obligations  of
Borrower now or hereafter  existing whether or not such obligations have matured
and  irrespective  of whether Bank has exercised any other rights that it has or
may have with  respect to the Loan and  Obligations  and other  liabilities  and
obligations,   including,  without  limitation,  any  acceleration  rights.  The
aforesaid right of set-off may be exercised by Bank against  Borrower or against
any trustee in  bankruptcy,  debtor in  possession,  assignee for the benefit of
creditors,  receiver, or execution, judgment or attachment creditor of Borrower,
notwithstanding  the  fact  that  such  right of  set-off  shall  not have  been
exercised by Bank prior to the making,  filing or issuance, or service upon Bank
of, or of notice of, any such petition, assignment for the benefit of creditors,
appointment or  application  for the  appointment of a receiver,  or issuance of
execution,  subpoena, order or warrant. Bank agrees to notify Borrower after any
such  set-off  and  application,  provided  that the failure to give such notice
shall not affect the  validity of such  set-off and  application.  The rights of
Bank  under this  Section  are in  addition  to the other  rights  and  remedies
(including, without limitation, other rights of setoff) which Bank may have.

                                   ARTICLE XI
                                 INDEMNIFICATION

          11.1.  INDEMNIFICATION.  Borrower agrees to defend, indemnify and hold
harmless the Bank, its directors, officers, employees,  accountants,  attorneys,
and  agents  (collectively,  the  "Indemnitees")  from and  against  any and all
claims,  demands,  judgments,  damages,  actions,  causes of  action,  injuries,
orders,  penalties,  costs and expenses (including  attorneys' fees and costs of
court)  of any kind  whatsoever  arising  out of or  relating  to any  breach or
default  by  Borrower  or any other  Person  under  this  Agreement  or any Loan
Document or the failure of Borrower to observe,  perform or discharge Borrower's
duties  hereunder  or  thereunder.   Without  limiting  the  generality  of  the
foregoing,  Borrower's obligation to indemnify Bank shall include indemnity from
any and all claims,  demands,  judgments,  damages,  actions,  causes of action,
injuries,  orders, penalties, costs and expenses arising out of or in connection
with the activities of the Borrower, its predecessors in interest, third parties
who  have  trespassed  on  Borrower's  property,  or  parties  in a  contractual
relationship  with Borrower,  whether or not occasioned wholly or in part by any
condition,  accident or event  caused by an act or omission of the  Indemnitees,
which: (a) arise out of the actual, alleged or threatened discharge,  dispersal,


                                       30
<PAGE>

release,  storage,  treatment,  generation,  disposal,  or escape of radioactive
materials,  radioactivity,  pollutants  or other toxic or hazardous  substances,
including  any solid,  liquid,  gaseous,  or thermal  irritant  or  contaminant,
including smoke,  vapor,  soot,  fumes,  acids,  alkalis,  chemicals,  and waste
(including  materials  to be  recycled,  reconditioned  or  reclaimed);  or  (b)
actually or allegedly arise out of the use,  specification,  or inclusion of any
product,  material, or process containing chemicals or radioactive material, the
failure to detect the  existence  or  proportion  of  chemicals  or  radioactive
material in the soil, air,  surface water or groundwater,  or the performance or
failure to perform the abatement of any pollution  source or the  replacement or
removal of any soil, water,  surface water, or groundwater  containing chemicals
or radioactive  material;  or (c) arises out of or relates to breach by Borrower
of any of the  provisions  of Section  5.16  hereof  relating  to  Environmental
Regulations.  In addition,  Borrower will  indemnify and hold Bank harmless from
and against any liability,  claim,  cost or expense  incurred by Bank or imposed
against  Bank for any stamp tax,  intangible  tax,  or other tax,  fee or charge
imposed by any  governmental  entity  arising  out of or relating to the Note or
this Agreement or the transactions anticipated herein.

                                   ARTICLE XII
                        COSTS AND EXPENSES, MISCELLANEOUS

     12.1. COSTS OF PREPARATION;  BROKERS FEES. Borrower shall bear all expenses
of the Bank in connection with the Loan and with the  investigation,  review and
approval of this  transaction,  the  preparation  of the  Agreement and the Loan
Documents,  and the  issuance  and  delivery  of the  Note to Bank  and  also in
connection with any amendment or modification  thereto,  and the  administration
thereof,  including,  without  limitation,  (i) all  legal  fees,  expenses  and
disbursements and other actual third-party  expense  reimbursements  incurred or
sustained  by Bank  in  connection  with  this  transaction,  (ii)  all  travel,
appraisal,  audit,  search and filing  fees  incurred  or  sustained  by Bank in
connection with this  transaction or the  administration  of the Loan; (iii) all
recording and filing fees,  intangibles  taxes,  documentary and revenue stamps,
other  taxes or other  expenses  and  charges  payable in  connection  with this
Agreement, the Note or any Loan Document and (iv) all costs, expenses (including
fees and expenses of outside consultants), related to the administration of this
Agreement or any of the other Loan Documents and the  transactions  contemplated
hereby and thereby and/or periodic audits and appraisals  performed by Bank. The
Borrower  agrees to indemnify  and save Bank  harmless  against all broker's and
finder's fees, if any.

     12.2. OTHER COSTS AND EXPENSES. If, at any time or times hereafter, whether
before or after the occurrence of an Event of Default,  the Bank employs counsel
to advise or provide other  representation with respect to this Agreement or any
Loan  Document,  or to collect the balance of the Loan, or to take any action in
or with respect to any suit or proceeding  relating to this  Agreement or any of
the Loan Documents,  or to protect,  collect,  or liquidate the Collateral or to
attempt  to  enforce  any  security  interest  or Lien  granted  to the  Bank by
Borrower; then in any such events, all of the reasonable attorneys' fees arising
from such services, and any expenses,  costs and charges relating thereto, shall
constitute additional obligations of Borrower payable on demand of the Bank.

     12.3. LEGAL COUNSEL. Borrower acknowledges and agrees that legal counsel to
Bank does not  represent  Borrower as  Borrower's  attorney,  that  Borrower has
retained (or has had an opportunity to retain) counsel of its own choice and has
not and will not rely upon any advice  from  Bank's  counsel.  In no event shall
Borrower's  reimbursement  of  expenses  pursuant  to this  Agreement  (even  if
effected  by  payment  directly  by  Borrower  to Bank's  counsel)  be deemed to
establish any attorney-client relationship between Borrower and Bank's counsel.

     12.4. NO WAIVER. No waiver of any Event of Default hereunder, and no waiver
of any default or Event of Default under any other Loan Document shall extend to
or affect any  subsequent  or other then  existing  default or shall  impair any
rights,  remedies  or  powers  of  Bank.  No delay  or  omission  of Bank or any
subsequent holder of the Note to exercise any right,  remedy, power or privilege
hereunder  after the  occurrence  of such  default or Event of Default  shall be
construed as a waiver of any such default, or acquiescence therein.



                                       31
<PAGE>

     12.5.  HEADINGS.  Except for the  definitions set forth in Section 1.1, the
headings  of  the  articles,  sections,  paragraphs  and  subdivisions  of  this
Agreement are for convenience of reference only, are not to be considered a part
hereof, and shall not limit or otherwise affect any of the terms hereof.

     12.6.  MARSHALLING  OF ASSETS;  PAYMENTS SET ASIDE.  Bank shall be under no
obligation  to  marshall  any assets or  securities  in favor of Borrower or any
other Person or against or in payment of any or all of the  Obligations.  To the
extent  that  any  sum  credited   against  the   Obligations  is   subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee,  receiver or any other party under any  bankruptcy  law,
state or federal law, common law or equitable cause,  then to the extent of such
recovery,  the Obligations or part thereof originally  intended to be satisfied,
and all Liens,  rights and remedies therefor,  shall be revived and continued in
full force and effect as if such  payment had not been made or such  enforcement
or setoff had not occurred.

     12.7. SURVIVAL OF COVENANTS. All covenants, agreements, representations and
warranties made herein and in certificates or reports delivered  pursuant hereto
shall be deemed to have been material and relied on by Bank, notwithstanding any
investigation  made by or on behalf of Bank, and shall survive the execution and
delivery to Bank of the Note or Loan Document.

     12.8.  ADDRESSES.  Any  notice or  demand  which by any  provision  of this
Agreement  is  required  or  provided  to be given  shall be deemed to have been
sufficiently  given or served for all purposes by (i) being  delivered in person
to the party to whom the notice or demand is  directed  or (ii) by being sent as
first class mail, postage prepaid,  in either event to the following address: If
to Borrower,  4350 Peachtree  Industrial Avenue,  Suite 100,  Norcross,  Georgia
30071;  or if any other  address  shall at any time be designated by Borrower in
writing to the holders of record of the Note at the time of such  designation to
such other  address;  and if to Bank,  One Georgia  Center,  Suite 450, 600 West
Peachtree Street,  Atlanta,  GA 30308; or if any other address shall at any time
be designated in writing to Borrower, to such other address. Notwithstanding the
foregoing,  no notice shall be effective as to Bank until  actually  received by
Bank.  Any written  notice that is not sent in  conformity  with the  provisions
hereof shall  nevertheless be effective on the date that such notice is actually
received by the noticed party.

     12.9. VENUE AND JURISDICTION. Borrower agrees that any legal action brought
by the Bank to collect the Loan or any Obligation or to assert any claim against
Borrower  under any Loan  Document,  or any part thereof,  may be brought in any
court in the State of Georgia  having subject  matter  jurisdiction,  waives its
right to object to any such  action on grounds  it is  brought  in the  improper
venue, and irrevocably  consents that any legal action or proceeding  against it
under,  arising out of, or in any manner relating to the Loan, the  Obligations,
or any Loan  Document  may be brought in the  Superior  Court of Fulton  County,
Georgia or in any other court of  jurisdiction  in Fulton County,  Georgia or in
the U.S. District Court for the Northern District of Georgia.  Borrower,  by the
execution of this Agreement,  expressly and  irrevocably  assents and submits to
the personal  jurisdiction  of any such court in any such action or  proceeding.
Borrower  consents  to the  service of process  relating  to any such  action or
proceeding by mail to the address set forth in this Agreement.

     12.10. CONTINUING OBLIGATION;  BENEFITS. This Agreement, and each and every
provision hereof,  is a continuing  obligation and shall (i) be binding upon the
Borrower  and the Bank,  their  successors  and  assigns,  and (ii) inure to the
benefit of and be enforceable by the Borrower and Bank and their  successors and
assigns;  provided,  that the  Borrower  may not  assign all or any part of this
Agreement  without  the prior  written  consent of Bank,  which  consent  may be
granted or withheld in the sole discretion of Bank.

     12.11.  CONTROLLING  LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Georgia; provided,  however, that if
any of the Collateral shall be located in any  jurisdiction  other than Georgia,
the laws of such  jurisdiction  shall govern the  applicable law for the method,
manner and procedure for foreclosure of Bank's lien upon such Collateral and the
enforcement of Bank's other remedies in respect of such Collateral to the extent


                                       32
<PAGE>

that the laws of such  jurisdiction are different from or inconsistent  with the
laws of Georgia.

     12.12. STANDARD OF REVIEW. Any document,  writing or instrument required or
permitted  to be  delivered  to  Bank  under  this  Agreement  shall  be  deemed
satisfactory  only if approved by Bank in the  exercise of its sole  discretion,
and any act or approval  permitted to be done by Bank under this Agreement shall
be in Bank's  sole  discretion.  Where in this  Agreement  reference  is made to
Bank's "discretion",  or "sole discretion",  said reference shall mean that with
respect to the matter so designated,  Bank shall have the absolute right to make
decision  with respect  thereto and shall not be subject to any standard of good
faith, fair dealing, reasonableness,  or any other standard implied by any court
or imposed by law, it being the  intention  of the parties  that the decision of
the Bank with respect to said matter shall be absolutely final and binding.

     12.13.  PARTICIPATION.  Borrower acknowledges that Bank may, at its option,
sell participation  interests in the Loan to participating banks. The amounts of
any such participations  shall be determined solely by the Bank. Borrower agrees
with each present and future participant in the Loan, the names and addresses of
which will be furnished to Borrower,  that if an Event of Default  should occur,
each present and future participant shall have all of the rights and remedies of
Bank with  respect to any  deposit due from any  participant  to  Borrower.  The
execution by a  participant  of a  participation  agreement  with Bank,  and the
execution by Borrower of this  Agreement,  regardless of the order of execution,
shall evidence an agreement  between Borrower and said participant in accordance
with the terms of this Section.

     12.14. MISCELLANEOUS. The Loan Documents, this Agreement and the agreements
and instruments executed in connection with this Agreement constitute the entire
agreement between Borrower and Bank in regard to the subject matter hereof. This
Agreement may not be varied,  altered, or amended except by a written instrument
executed by an authorized officer of the Bank. This Agreement may be executed in
any number of counterparts, each of which, when executed and delivered, shall be
an original,  but such counterparts  shall together  constitute one and the same
instrument.  Any  provision  in this  Agreement  which may be  unenforceable  or
invalid   under  any  law   shall  be   ineffective   to  the   extent  of  such
unenforceability  or invalidity without affecting the enforceability or validity
of any other provisions hereof.

     12.15.  GENERAL WAIVERS. To the fullest extent permitted by Applicable Law,
Borrower waives (i)  presentment,  demand and protest and notice of presentment,
protest,  default,  nonpayment,   maturity,  release,  compromise,   settlement,
extension or renewal of any or all commercial paper, accounts,  contract rights,
documents, instruments, chattel paper and guaranties at any time held by Bank on
which  Borrower  may in any way be liable;  (ii) notice  prior to Bank's  taking
possession  or control of any of the  Collateral  or any bond or security  which
might be required by any court prior to allowing  Bank to exercise any of Bank's
remedies,  including the issuance of an immediate writ of possession;  (iii) the
benefit  of all  valuation,  appraisement  and  exemption  laws;  (iv) any right
Borrower  may have upon  payment in full of the  Obligations  to require Bank to
terminate  its  security  interest  in the  Collateral  until the  execution  by
Borrower  of an  agreement  indemnifying  Bank from any loss or damage  Bank may
incur as the result of dishonored  checks or other items of payment  received by
Bank from Borrower or any Account Debtor and applied to the Obligations; and (v)
notice of Bank's acceptance hereof or of any Loan Document.

     12.16.  MAXIMUM  INTEREST.  Regardless of any  provision  contained in this
Agreement or any of the Loan  Documents,  in no event shall the aggregate of all
amounts that are contracted for,  charged or collected  pursuant to the terms of
this  Agreement,  the Note or any of the  Loan  Documents,  and that are  deemed
interest  under  Applicable  Law,  exceed the Maximum Rate. No provision of this
Agreement  or in any of the Loan  Documents or the exercise by Bank of any right
hereunder or under any Loan Document or the prepayment by Borrower of any of the
Obligations or the occurrence of any contingency whatsoever,  shall entitle Bank
to charge or receive,  or to require  Borrower  to pay,  interest or any amounts
deemed  interest  by  Applicable  Law (such  amounts  being  referred  to herein
collectively  as  "Interest")  in excess of the Maximum Rate, and all provisions
hereof or in any Loan  Document  which may  purport to require  Borrower  to pay


                                       33
<PAGE>

Interest  exceeding the Maximum Rate shall be without binding force or effect to
the extent only of the excess of Interest over such Maximum  Rate.  Any Interest
charged  or  received  in  excess  of the  Maximum  Rate  ("Excess"),  shall  be
conclusively  presumed to be the result of an accident and bona fide error,  and
shall, to the extent received by Bank, at the option of Bank,  either be applied
to reduce the principal  amount of the Obligations or returned to Borrower.  The
right to accelerate the maturity of any of the Obligations  does not include the
right to accelerate  unaccrued interest,  and no such interest will be collected
by Bank.  All monies paid to Bank  hereunder or under any of the Loan  Documents
shall be  subject  to any  rebate  of  unearned  interest  as and to the  extent
required  by  Applicable  Law.  By the  execution  of this  Agreement,  Borrower
covenants  that (i) the  credit or return of any  Excess  shall  constitute  the
acceptance  by  Borrower of such  Excess,  and (ii)  Borrower  shall not seek or
pursue any other remedy, legal or equitable,  against Bank, based in whole or in
part upon contracting  for,  charging or receiving any Interest in excess of the
Maximum Rate. For the purpose of determining  whether or not any Excess has been
contracted for, charged or received by Bank, all interest at any time contracted
for,  charged or received from Borrower in connection with this Agreement shall,
to the extent permitted by Applicable Law, be amortized, prorated, allocated and
spread in equal parts throughout the full term of the Obligations.  Borrower and
Bank  shall,  to  the  maximum  extent   permitted  under  Applicable  Law,  (i)
characterize any non-principal payment as an expense, fee or premium rather than
as Interest and (ii) exclude voluntary  prepayments and the effects thereof. The
provisions of this Section shall be deemed to be incorporated  into the Note and
each Loan Document  (whether or not any provision of this Section is referred to
therein).

     12.17.  WAIVER OF RIGHT TO TRIAL BY JURY.  As and to the extent  allowed by
Applicable Law, Borrower and Bank hereby waive any right to trial by jury on any
claim,  counterclaim,  setoff, demand, action or cause of action (a) arising out
of or in any way  pertaining or relating to this  Agreement,  the Note, the Loan
Documents, or any other instrument,  document or agreement executed or delivered
in connection with this Agreement or (b) in any way connected with or pertaining
or related to or incidental  to any dealings of the parties  hereto with respect
to this  Agreement,  the Note,  the Loan  Documents,  or any  other  instrument,
document  or  agreement  executed  or  delivered  in  connection  herewith or in
connection with the transactions  related thereto or contemplated thereby or the
exercise  of  either  party's  rights  and  remedies  thereunder,  in all of the
foregoing cases whether now existing or hereafter arising,  and whether sounding
in contract,  tort or otherwise.  Borrower and Bank agree that either or both of
them may file a copy of this paragraph with any court as written evidence of the
knowing,  voluntary and bargained  agreement between the parties  irrevocably to
waive trial by jury, and that any dispute or controversy whatsoever between them
shall instead be tried in a court of competent  jurisdiction  by a judge sitting
without a jury.

     12.18  TIME  OF  ESSENCE.  Time  is  of  the  essence  of  this  Agreement.



                       [EXECUTIONS COMMENCE ON NEXT PAGE]




                                       34
<PAGE>


          IN WITNESS WHEREOF,  each of the Borrower and the Bank has caused this
instrument to be executed  under seal by its duly  authorized  officer as of the
date first above written.


--------------------------------------------------------------------------------
     DEBTOR,  BY EXECUTING THIS AGREEMENT,  HEREBY  EXPRESSLY WAIVES ANY AND ALL
RIGHTS  DEBTOR MAY HAVE TO NOTICE PRIOR TO THE SEIZURE OF THE  COLLATERAL.  THIS
WAIVER IS GIVEN BY DEBTOR TO SECURED PARTY IN ACCORDANCE WITH SECTION  44-14-263
OF THE  OFFICIAL  CODE OF GEORGIA IN ORDER TO  ELIMINATE  THE  REQUIREMENT  THAT
SECURED  PARTY  FURNISH A BOND SHOULD  SECURED  PARTY SEEK AN IMMEDIATE  WRIT OF
POSSESSION.
--------------------------------------------------------------------------------


                                    BORROWER:

                                    COLOR IMAGING, INC., a Delaware corporation



                                     By: /S/ SUELING WANG
                                         ---------------------------------------
                                            Dr. Sue-Ling Wang, President



                                     Attest: /S/ MORRIS E. VAN ASPEREN
                                           -------------------------------------
                                             Morris E. Van Asperen
                                     Its:    Executive Vice President

                                                   [CORPORATE SEAL]



                                      BANK:

                                      SOUTHTRUST BANK



                                      By: /S/ SCOTT M. SMITH
                                          --------------------------------------


                                      Its:   ASSISTANT VICE PRESIDENT
                                          --------------------------------------

                                                     [BANK SEAL]
<PAGE>


                                   EXHIBIT "A"

                                BORROWER'S REPORT


                               SEE FOLLOWING PAGES


                                       A-1

<PAGE>


                                 SOUTHTRUST BANK
                           COLLATERAL LOAN BANK REPORT


COMPANY: Color Imaging, Inc.

Report Date: __________________________

This certifies that the information herein is true and correct and in compliance
with the Amended and Restated  Loan and Security  Agreement  between the Company
and SouthTrust Bank dated ____________, 2003. This form is subject to change.

SECTION 1: ACCOUNTS RECEIVABLE AVAILABILITY

1. Accounts Receivables forward
      (from line 4 prior report)               ---------------
2. Additions to A/R:
      a. Invoices/Billings,  Opening balance   ---------------
      b. Return items debited  to A/R          ---------------
      c. Other Increases to A/R
          (non-A/R deposits, etc.)             ---------------
      d. Subtotal 0.00                                                    0.00
                                                                  --------------

3. Deductions from A/R:

      a. Applied collections
          (from _____ to ________)             ---------------
      b. Discounts, returns, allowances,
          adjustments                          ---------------
      c. Credit memos                          ---------------
      d. Other - Progress Billings             ---------------
      e. Subtotal                                                         0.00
                                                                  --------------
4. Total Ending A/R (line 1 plus line 2d less line 3e)                    0.00
                                                                  --------------
5. Ineligible A/R
      a. 60 past due date on N30 invoices      ---------------
      b. 30 days or more past due date
           on datings                          ---------------
      c. 50% Rule                              ---------------
      d. 25% Concentration                     ---------------
      e. Contra accounts
      f. Related party accounts                --------------
      g. Credit balances                       --------------
      h. Cash/COD                              --------------
      i. Other(foreign A/R not backed by
           L/Cs or credit insured.)            --------------
      j. Total Ineligibles
                                                                          0.00
                                                                  --------------

6. Eligible Receivables(Line 4 less Line 5j)                              0.00
                                                                  --------------

7. A/R Availability (Line 6 x 75%)                                        0.00
                                                                  --------------

                                      A-2
<PAGE>


SECTION 2: INVENTORY AVAILABILITY

8. Gross Inventory (including inventory
     in transit)
        a. In House                            ---------------
        b. In Transit                          ---------------
        c. In Transit - L/C                    ---------------
        d. Total Inventory (Line8 a, b, c)
                                                                          0.00
                                                                  --------------

9. Ineligible Inventory
        a. Obsolete Inventory and
             used inventory                    ---------------
        b. Inventory at third party
             location                          ---------------
        c. Packaging and shipping supplies     ---------------
        d. Work in process/inventory           ---------------
        e. Total Ineligible Inventory
             (Line 9a, b, c, d)                                          0.00
                                                                  --------------
10. Eligible Inventory (Line 8d less Line 9e)                            0.00
                                                                  --------------

11. Inventory  Availability
        a. Line 10 x 50%                       ---------------
        b. Inventory Cap = $750,000            ---------------

12. Inventory Availability - the
        lesser of Lines 11 a and 11 b.                                    0.00
                                                                  --------------

SECTION 3: TOTAL AVAILABLE AND EXCESS AVAILABILITY

13. Total Availability (LINE 7 PLUS LINE 12)                              0.00
                                                                  --------------

14  a. Loan balance forward                    ---------------
    b. Deduct Payments in transit              ---------------
    c. Add advances requested                  ---------------
    d. Add miscellaneous reserves              ---------------
    e. Add reserves for L/Cs on
         inventory in-transit (100%)           ---------------
    f. Add reserves for L/Cs on
         non-inventory in-transit (50%)        ---------------
    g. Add reserve for Standby L/Cs (100%)     ---------------
    h. Adjusted line balance                   ---------------

15. Line Limit                                     $1,500,000

16. Excess Availability
     (OVERADVANCE)-LINE 13 LESS LINE 14h                                  0.00
                                                                  --------------

SECTION 4: CERTIFICATION

In compliance with the Amended Loan and Security  Agreement between Borrower and
SouthTrust  Bank, the Borrow hereby  certifies that all of said  inventories are
now at the below listed  location(s),  have the dollar values listed, are valued
in accordance with generally accepted accounting principles at the lower of cost
or market (unless otherwise  specified),  and are owned by the Borrower free and
clear of all  claims  or  encumbrances,  except  for the  security  interest  of
SouthTrust  Bank. The Borrower agrees that said  inventories will not be removed
without the written  permission of SouthTrust Bank except for delivery to buyers
in the ordinary course of business or other normal business reason. The Borrower
certifies that all of said inventories have been produced in compliance with the
requirements of the Federal Fair Labor  Standards Act. The Borrower  understands
that  SouthTrust  Bank  will  rely  upon  these  representations  in  making  or


                                      A-3
<PAGE>

continuing Loan under the Amended and Restated Loan and Security  Agreement with
the Borrower,  and that SouthTrust Bank's security interest attaches to all such
inventories through all stages of manufacture or production, and to the finished
products and goods, and to all other  inventories  acquired by the Borrower from
time to time in the future.

SECTION 5: LOCATION(S) OF INVENTORY

                  WAREHOUSE               INVENTORY             THIRD PARTY
ADDRESS           INVENTORY               IN-TRANSIT             WAREHOUSE
-------           ---------               ----------             ---------





Company Name:   Color Imaging, Inc.

                BY:   _______________________________________
                ITS:  _______________________________________
                DATE: _______________________________________





                                      A-4
<PAGE>



                                  EXHIBIT "B"
                                  -----------

                             LIENS AND ENCUMBRANCES
                             ----------------------


                                      NONE



                                      B-1
<PAGE>




                                  EXHIBIT "C"
                                  -----------

                 COLLATERAL LOCATIONS AND OWNERSHIP INFORMATION
                 ----------------------------------------------


Location                                         Name and Address of Landlord
--------                                         ----------------------------

4350 Peachtree Industrial Avenue                 Kings Brothers, LLC
Suite 100                                        4350 Peachtree Industrial Blvd
Norcross, Georgia  30071                         Suite 800
                                                 Norcross, GA 30071






                                      C-1
<PAGE>



                                   EXHIBIT "D"
                                   -----------

                                  PENSION PLANS
                                  -------------


1.   The Color Imaging, Inc. 2003 Stock Incentive Plan

2.   The Color Imaging, Inc 401(k) Plan

3.   Salary Continuation and Deferred Compensation  Agreement dated May 1, 1998,
     as amended, between Color Imaging, Inc. and Charles Allison




                                       D-1
<PAGE>




                                   EXHIBIT "E"
                                   -----------

                          INTELLECTUAL PROPERTY RIGHTS
                          ----------------------------


                                      NONE





                                      E-1
<PAGE>





                                   EXHIBIT "F"
                                   -----------

                             COMPLIANCE CERTIFICATE
                             ----------------------


                               SEE FOLLOWING PAGES




                                      F-1
<PAGE>




                         COVENANT COMPLIANCE CERTIFICATE
                         -------------------------------


This  certificate  is submitted  pursuant to that Amended and Restated  Loan and
Security Agreement (the "Loan Agreement") dated ___________, 2003, between Color
Imaging,  Inc. as Borrower and  SouthTrust  Bank as Lender.  When terms that are
defined in the Loan Agreement are used herein, they shall have the same meanings
as assigned to them in the Loan Agreement.

The   information   set   forth   herein   is  as  of  the   ___________day   of
____________________________20__.

We hereby certify that the following covenants are calculated in accordance with
the Loan  Agreement and that they are in  compliance  with the terms of the Loan
Agreement.  There currently  exists no default under the covenants nor any other
Event  of  Default.  These  covenants  are  calculated  based  on the  financial
statement(s)  dated______________________,.20__,  copies of which  are  enclosed
with this certificate.

A.     FIXED CHARGE COVERAGE RATIO

       Adjusted Net Earnings               0.00
                                    -------------
       Plus: Depreciation                  0.00
                                    -------------
             Amortization                  0.00
                                    -------------
             Interest Expense              0.00
                                    -------------
             Lease Expense                 0.00
                                    -------------
       Less: Dividends                    (0.00)
                                    -------------
              Distributions               (0.00)
                                    -------------
A. 1.    Sub-Total                                                        0.00
                                                                  --------------
         Interest Expense                  0.00
                                    -------------
         Plus: Lease Expense               0.00
                                    -------------
               Current Maturities
               of Long Term Debt                                          0.00
                                                                  --------------
         Less: Current Maturities
                 of Authorized
                 Affiliate Debt            (0.00)
                                     -------------
        Less:  Kings Brothers
                 Obligations under
                 Reimbursement
                 Agreement                  (0.00)
                                    ---------------

A.2.     Sub-Total                                                        0.00
                                                                  --------------
A.3. Total of A. 1. divided by A.2.                                       0.00
                                                                  --------------

     COVENANT LEVEL NOT LESS THAN 1.2 TO 1.00.                   COMPLIANCE: Y/N
                                                                             ---


                                      F-2
<PAGE>


B.   DEBT TO TANGIBLE NET WORTH RATIO; TANGIBLE NET WORTH


B. 1.  Total Debt                                 0.00
                                         --------------
       Total Equity                               0.00
                                         --------------
       Plus: Subordinated Debt                    0.00
                                         --------------
       Less: Intangible Assets                   (0.00)
                                         --------------
             Amounts Due from Officers,
             Shareholders, Affiliates            (0.00)
                                         --------------
        Less:  Kings Brothers
                 Obligations under
                 Reimbursement
                 Agreement (only to
                 extent, if at all,
                 included in Total
                 Debt above)                     (0.00)
                                          --------------

B.2. Tangible Net Worth                                                   0.00
                                                                  --------------
B.3. B.1. divided by B.2.                                                 0.00
                                                                  --------------

        RATIO OF DEBT TO TANGIBLE NET WORTH NOT GREATER
         THAN 2.1 TO 1.00.                                      COMPLIANCE:  Y/N
                                                                             ---

        TANGIBLE NET WORTH NOT LESS THAN $7,000,000             COMPLIANCE:  Y/N
                                                                             ---

Color Imaging, Inc. is Solvent as of the date hereof.

Color  Imaging,  Inc.  hereby  certifies the above to be true and correct to the
best of its knowledge.

COLOR IMAGING, INC.


By:____________________________________

Its:___________________________________




                                      F-3
<PAGE>



                                   EXHIBIT "G"
                                   -----------

                            SECOND PRIORITY EQUIPMENT
                            -------------------------


                               SEE FOLLOWING PAGES






                                      G-1
<PAGE>


                                  SCHEDULE 7.3

                          STOCK REPURCHASE ARRANGEMENTS

1.       Purchase and Sale and Release  Agreement  between  Stephen  Chromik and
         Color Imaging, Inc. dated February 27, 2003.

2.       Stock Repurchase Program as described in Borrower's April 22, 2003, SEC
         Form 8-k.