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                             LOAN AND SECURITY AGREEMENT

     This LOAN AND SECURITY AGREEMENT, is entered into as of SEPTEMBER 24, 1998
between VOICEPLUS INC. ("Borrower"), having a place of business at 39420 LIBERT
STREET, SUITE 250, FREMONT, CA 94538 and AEROFUND FINANCIAL having a place of
business at 2787 Moorpark Avenue, San Jose, California, 95128 ("Lender").

                                       RECITALS

          A.   The Borrower has requested that Lender provide financial
accommodations to Borrower as more fully set forth herein and in the Loan
Documents.

          B.   The Borrower has requested that the Guarantor guaranty the
Obligations.

          C.   This Agreement is entered into and will be performed in the State
of California.

          NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound hereby, the Parties hereby agree as follows:

                                      AGREEMENT

          D.   Certain Definitions and Index to Definitions.

          1.   ACCOUNTING TERMS. Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all accounting determinations
hereunder shall be made, and all financial statements required to be delivered
hereunder shall be prepared in accordance with generally accepted accounting
principles and practices consistently applied.

          2.   DEFINITIONS. The following terms shall have the following
respective meanings:

               a. "ACCOUNT DEBTOR" - the obligor on an Account.

               b. "ACCOUNTS" - means all currently existing and hereafter
arising accounts, contract rights, and all other forms of obligations owing to
Borrower arising out of the sale or lease of goods or the rendition of services
by Borrower, irrespective of whether earned by performance, and any and all
credit insurance, guaranties, or security therefor.

               c. "ADMINISTRATIVE FEE" - 0% (ZERO PERCENT) of the Net Face
Amount of each Account created by Borrower.

               d. "ADVANCES" - advances made by Lender to Borrower under Section
2.1 hereof.

               e. "AGREEMENT" - means this Loan and Security Agreement and any
extensions, riders, supplements, notes, amendments, or modifications to or in
connection with this Loan and Security Agreement.


               f. "AUDIT FEE" - $750.

               g. "AVERAGE UNUSED PORTION OF MAXIMUM AMOUNT" - means the Maximum
Amount less the average Obligations that were outstanding during the immediately
preceding month.

               h. "BORROWER" - see Preamble.

               i. "BORROWER'S ACCOUNT" - any general deposit account of
Borrower.



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               j. "BORROWER'S BOOKS" - means all of Borrower's books and records
including ledgers, records indicating, summarizing, or evidencing Borrower's
properties or assets or liabilities, all information relating to Borrower's
business operations or financial condition, and all computer programs, disc or
tape files, printouts, runs, or other computer prepared information, and the
equipment containing such information.

               k. "BORROWING BASE" - 80% (EIGHTY PERCENT) percent of the Net
Face Amount of Borrower's Eligible Accounts.

               l. "BORROWING BASE CERTIFICATE" - a request for an Advance, in
the form annexed hereto. (Exhibit D.2.L)

               m. "BUSINESS DAY" - means any day which is not a Saturday,
Sunday, or other day on which national banks are authorized or required to
close.

               n. "CLEARANCE DAYS" - 3 (THREE) Business Days.

               o. "CLEARANCE DAY PAYMENTS" - payments received by Lender, in
whatever form and from whatever source, in reduction of the Obligations.

               p. "CLOSING DATE" - means the date on which this Agreement is
accepted by Lender.

               q. "COLLATERAL" - any collateral now or hereafter described in
any form UCC-1 filed against Borrower naming Lender as the secured party, and
all of Borrower's right, title and interest in and to the following property,
now owned and hereafter acquired:

                    (1) All accounts, interests in goods represented by 
accounts, returned, reclaimed or repossessed goods with respect thereto and 
rights as an unpaid vendor, contract rights, chattel paper, general 
intangibles, including, but not limited to, tax and duty refunds, registered 
and unregistered patents, trademarks, service marks, copyrights, trade names, 
applications for the foregoing, trade secrets, goodwill, processes, drawings, 
blueprints, customer lists, licenses, whether as licensor or licensee, choses 
in action and other claims, and existing and future leasehold interests in 
equipment, and fixtures, documents, instruments, letters of credit, deposit 
accounts, certificates of deposit, securities, bankers' acceptances or 
guaranties, credits, and all other interests in Borrower's property now or 
hereafter held in any capacity by Lender or any entity which at any time 
participates in Lender's financing of Borrower, and all agreements or other 
property securing or relating to any of the items listed above; and

                    (2) All goods, including, but not limited to the following:

                         (a) All Inventory;

                         (b) All Equipment;

                         (c) All consumer goods, farm products, crops growing or
to be grown, timber to be cut, minerals or the like (including, but not limited
to, oil and gas), wherever located and of whatever kind, nature or description;
and

                    (3) All real or other personal property in or upon which
Lender has or may hereafter have a security interest, lien or right of setoff;
and

                    (4) All Borrower's Books; and

                    (5) All products and proceeds of the foregoing, in whatever
form and wherever located, including, but not limited to, all insurance
proceeds, all claims against third parties for loss or destruction of or damage
to any of the foregoing, and all income from the lease or rental of any of the
foregoing.

               r. "COMMITMENT FEE" - an amount equal to 1.0% (one PERCENT) of
the maximum amount.

               s. "DEBTOR (ACCOUNT DEBTOR) SET-UP FEE - $0.00 (ZERO DOLLARS).


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               t. "DEFAULT RATE" - 20% (TWENTY PERCENT) per annum in excess of
the Interest Rate.

               u. "EARLY TERMINATION PREMIUM" - the greater of:

                    (1) the total interest and fees for the immediately
preceding six (6) months; or

                    (2) $20,000 (TWENTY THOUSAND) Dollars.

               v. "ELIGIBLE ACCOUNT" - an Account, excluding the following:

                    (1) Accounts which remain uncollected more than 90 days from
invoice date ("Delinquent Accounts");

                    (2) Accounts due from an Account Debtor that has suffered a
business failure or the termination of its existence, or as to which a
dissolution, insolvency or bankruptcy proceeding has been commenced, any
assignment for the benefit of creditors has been made, or a trustee, receiver or
conservator has been appointed for all or any part of the property of such
Account Debtor;

                    (3) Accounts due from an Account Debtor affiliated with
Borrower in any manner, including, without limitation, as stockholder, owner,
officer, director, agent or employee;

                    (4) Accounts with respect to which payment is or may be
conditional;

                    (5) Accounts with respect to which the Account Debtor is not
a resident of the United States, and which are not either (i) covered by credit
insurance in form and amount, and by an insurer, satisfactory to Lender, or (ii)
supported by one or more letters of credit that are assignable by their terms
and have been delivered to Lender in an amount, of a tenor, and issued by a
financial institution, acceptable to Lender;

                    (6) Accounts due from an Account Debtor who is any national,
federal or state government, including, without limitation, any instrumentality,
division, agency, body or department thereof, except where such account debtor
has agreed to make payment directly to the Lender;

                    (7) Accounts commonly known as "bill and hold" or a similar
arrangement;

                    (8) Accounts due from an Account Debtor as to which 25
percent or more of the aggregate dollar amount of all outstanding Accounts owing
from such Account Debtor are Delinquent Accounts;

                    (9) That portion of Accounts due from an Account Debtor
which is in excess of 50 percent of Borrower's aggregate dollar amount of all
outstanding Accounts Receivable;

                    (10) Accounts as to which Borrower is or may become liable
to the Account Debtor for any reason;

                    (11) Accounts which are not free of all liens, encumbrances,
charges, rights and interest of any kind, except in favor of Lender;

                    (12) Accounts which are supported or represented by a
promissory note, post-dated check or letter of credit unless such instrument is
actually delivered to Lender;

                    (13) Accounts with respect to which the Account Debtor is
located in New Jersey, Minnesota, or any other state denying creditors access to
its courts in the absence of a Notice of Business Activities Report or other
similar filing, unless Borrower has either qualified as a foreign corporation
authorized to transact business in such state or has filed a Notice of Business
Activities Report or similar filing with the applicable state agency for the
then current year;

                    (14) Accounts that are payable in other than United States
Dollars;

                    (15) Accounts that represent progress payments or other
advance billings that are due prior to the completion of performance by Borrower
of the subject contract for goods or services.


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                    (16) Accounts which are unsuitable as collateral, as
determined by Lender in the exercise of its reasonable sole discretion

               w. "EQUIPMENT" - means all of Borrower's present and hereafter 
acquired machinery, machine tools, motors, equipment, furniture, furnishings, 
fixtures, vehicles (including motor vehicles and trailers), tools, parts, 
dies, jigs, goods (other than consumer goods, farm products, or Inventory), 
wherever located, and any interest of Borrower in any of the foregoing, and 
all attachments, accessories, accessions, replacements, substitutions, 
additions, and improvements to any of the foregoing, wherever located.

               x. "EVENT OF DEFAULT" - See Section 11.

               y. "FEIN" - means Federal Employer Identification Number.

               z. "GAAP" - means generally accepted accounting principles as in
effect from time to time in the United States, consistently applied.

               aa. "GUARANTOR(S)" - DOUG ZORN

               bb. "INTEREST RATE" -2.75% computed on a monthly basis..

               cc. "INVENTORY" - means all present and future inventory in which
Borrower has any interest, including goods held for sale or lease or to be
furnished under a contract of service and all of Borrower's present and future
raw materials, work in process, finished goods, and packing and shipping
materials, wherever located, and any documents of title representing any of the
above.

               dd. "LOAN DOCUMENTS" - means this Agreement, any other note or
notes executed by Borrower and payable to Lender, and any other agreement
entered into in connection with this Agreement.

               ee. "MAINTENANCE FEE" - an amount equal to 0.0% (ZERO PERCENT) of
the average outstanding balance of the Accounts for the preceding month

               ff. "MAXIMUM AMOUNT" - $1,000,000.

               gg. "MAXIMUM AMOUNT INCREASE FEE" - 0% of any increase in the
maximum amount

               hh. "MINIMUM MONTHLY CHARGE" - $12,000 (TWELVE THOUSAND DOLLARS)

               ii. "MONETARY COLLATERAL" - cash, checks or other proceeds of
Collateral in tangible form.

               jj. "NEGOTIABLE COLLATERAL" - means all of Borrower's present and
future letters of credit, notes, drafts, instruments, certificated and
uncertificated securities (including the shares of stock of subsidiaries of
Borrower), documents, personal property leases (wherein Borrower is the lessor),
chattel paper, and Borrower's Books relating to any of the foregoing.

               kk. "NET FACE AMOUNT" - with respect to an Account the gross face
amount of such Account less all trade discounts or other deductions to which the
Account Debtor is entitled.

               ll. "OBLIGATIONS" - all present and future obligations owing by
Borrower to Lender whether or not for the payment of money, whether or not
evidenced by any note or other instrument, whether direct or indirect, absolute
or contingent, due or to become due, joint or several, primary or secondary,
liquidated or unliquidated, secured or unsecured, original or renewed or
extended, whether arising before, during or after the commencement of any
bankruptcy case in which Borrower is a debtor, and all principal, interest,
fees, charges, expenses, attorneys' fees and accountants' fees chargeable to
Borrower or incurred by Lender in connection with this Agreement and/or the
transaction(s) related thereto;

               mm. "OVERAVAILABILITY FEE" - 18% (EIGHTEEN PERCENT) per annum
multiplied by the amount by which the average outstanding balance of the
Obligations exceeds the Borrowing Base.


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               nn. "PERMITTED LIENS" - means:

                    (1) liens and security interests held by Lender,

                    (2) liens for unpaid taxes that are not yet due and payable;

                    (3) liens and security interests set forth on the schedule
attached hereto;

                    (4) mechanics', materialmen's, warehousemen's, or similar
liens.

                    oo. "PRIME RATE" - the Prime Rate as reflected in The Wall
Street Journal (Western Edition). If such rate is shown as a range, then the
Prime Rate shall be the highest value in such range.

                    pp. "RENEWAL DATE" - the date which is SIX MONTHS from the
Closing Date.

                    qq. "TERMINATION DATE" - the earlier of the expiration of
this Agreement by its terms or the date on which the Lender elects to terminate
this Agreement pursuant to the terms herein.

                    rr. "WIRE FEE" - $10 (TEN DOLLARS).

          E. CREDIT FACILITIES.

               1. Subject to the terms and conditions of this Agreement, from
the date on which this Agreement becomes effective until the Termination Date
Lender, upon the request of Borrower, shall from time to time make Advances to
Borrower.

               2. Each request from Borrower for an Advance shall be accompanied
by Borrowing Base Certificate, completed and signed by Borrower.

               3. GENERAL. All advances by Lender may be made by transferring
funds to Borrower's Account.

               4. AUTHORIZATION FOR ADVANCES. Lender is authorized to make
Advances: (1) upon telephonic, facsimile or other instructions received from
anyone purporting to be an officer, employee or representative of Borrower; or
(2) at the sole discretion of Lender, and notwithstanding any other provision in
this Agreement, if necessary to meet any Obligations, including but not limited
to any interest not paid when due.

               5. CONDITIONS OF LENDER'S OBLIGATIONS. All conditions of Lender's
obligations to make Advances are imposed solely and exclusively for the benefit
of Lender and may be freely waived or modified in whole or in part by Lender at
any time.

               6. LIMITATIONS ON CREDIT FACILITIES. Notwithstanding anything to
the contrary contained herein, Lender shall not be obligated to make an Advance
if, before or as a result thereof the Obligations shall exceed either the
Borrowing Base or the Maximum Amount.

          F. PAYMENTS BY BORROWER.

               1. IN GENERAL.

                    a. No checks, drafts or other instruments received by Lender
purportedly in satisfaction of any of the Obligations shall constitute payment
thereof unless and until such instruments have actually been collected.

                    b. Borrower shall have the right to make payments at any
time in reduction of the Obligations, in whole or in part, without premium or
penalty; provided, however, that Lender may apply any payments received by
Borrower to any of the Obligations, or portion thereof, in any manner and in any
order as Lender may determine in its sole discretion, notwithstanding contrary
instructions received from the payor.


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                    c. Borrower shall promptly make payments, without demand or
notice, in reduction of the Obligations in the amount by which the Obligations
exceeds the lesser of the Borrowing Base or the Maximum Amount.

               2. INTEREST AND FEE PAYMENTS.

                    a. INTEREST.

                         (1) The interest on the Obligations shall be computed
at the Interest Rate, shall be due on the first day of each month following the
accrual thereof, and shall be computed on the basis of a 360-day year for actual
days elapsed. For any month in which the interest paid by Borrower to Lender
hereunder is less than the Minimum Monthly Charge, the difference shall be added
to Obligations as of the first day of the following month, until the date on
which all Obligations have been fully repaid (whether or not this Agreement has
heretofore been terminated).

                         (2) Lender is authorized to debit Borrower's Account on
the first business day of each month for interest accrued hereunder on the daily
Obligations during the preceding month at the Interest Rate;

                         (3) Any interest not paid when due (whether by
acceleration or otherwise, and before as well as after judgment) shall accrue at
the Default Rate.

                    b. UNUSED LINE FEE. N/A.

                    c. ADMINISTRATIVE FEE. N/A.

                    d. COMMITMENT FEE. Borrower shall pay lender the Commitment
Fee immediately upon lender's acceptance of this agreement. Borrower shall also
pay lender the Commitment Fee for any increase in the maximum amount during the
term of this contract.

                    e. MAINTENANCE FEE. N/A

                    f. DEBTOR SET-UP FEE. Borrower shall pay lender the Debtor
Set-Up Fee immediately upon the set-up of each new debtor.

                    g. OVERAVAILABILITY FEE. Borrower shall pay the
Overavailability Fee to lender each month for the computed average balance of
the advanced amount which is in excess of the eligible amount.

                    h. WIRE FEE. Borrower shall pay Lender the Wire Fee for each
wire transfer of funds. Borrower shall receive two wires per week at no charge.

               3. REPAYMENT OF OBLIGATIONS UPON TERMINATION. Upon the
Termination Date, the unpaid balance of the Obligations shall be due and payable
without demand or notice.

               4. MINIMUM MONTHLY CHARGE. For any month in which the
Administrative Fee paid by Borrower to Lender hereunder is less than the Minimum
Monthly Charge, the difference shall be added to Obligations as of the first day
of the following month, until the date on which all Obligations have been fully
repaid (whether or not this Agreement has heretofore been terminated).


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               5. APPLICATION OF COLLECTIONS. Lender shall, for the purpose of
the computation of interest due hereunder, add the Clearance Days to any
Clearance Day Payments, which is acknowledged by the parties to constitute an
integral aspect of the pricing of Lender's facility to Borrower, and shall apply
irrespective of the characterization of whether receipts are owned by Borrower
or Lender. Should any check or item of payment net be honored when presented for
payment, then Borrower shall be deemed not to have made such payment, and
interest shall be recalculated accordingly.

          G. CONDITIONS PRECEDENT TO ALL ADVANCES

               1. The representations and warranties combined in the Loan
Documents shall be true and correct in all respects on and as of the date of
such Advance,

               2. No Event of Default or event which with the giving of notice
or passage of time would constitute an Event of Default shall have occurred and
be continuing on the date of such Advance;

               3. No injunction, writ, restraining order, or other order of any
nature prohibiting, directly or indirectly, the making of such Advance shall
have been issued and remain in force by any governmental authority against
Borrower or Lender.

          H. TERMINATION; AUTOMATIC RENEWAL; EARLY TERMINATION.

               1. This Agreement shall become effective upon the execution and
delivery hereof by Borrower and Lender and shall continue in full force and
effect for a term ending on the Renewal Date, and automatically shall be renewed
for successive years thereafter, unless sooner terminated pursuant to the terms
hereof.

               2. Either party may terminate this Agreement effective on the
Renewal Date or on the anniversary hereof by giving the other party a written
notice of termination at least ninety days (90) prior to expiration by
registered or certified mail, return receipt requested. Contract will renew for
one (1) year from expiration date should notice not be given. The foregoing
notwithstanding, Lender shall have the right to terminate its obligations under
this Agreement immediately and without notice upon the occurrence and during the
continuation of an Event of Default

               3. If Borrower has sent a notice of termination under Section H.2
hereof but has failed to pay all Obligations on the date set forth in said
notice, then Lender may, but shall not be required to, renew this Agreement for
on additional twelve month period

               4. The provisions of this Agreement notwithstanding, Borrower
shall have the option, at any time upon ninety (90) days prior written notice to
Lender, to terminate this Agreement by paying to Leader, in cash the Obligations
and the Early Termination Premium.

               5. If Lender terminates this Agreement upon the occurrence of an
Event of Default, in view of the impracticability and extreme difficulty of
ascertaining actual damages and by mutual agreement of the parties as to a
reasonable calculation of Lender's lost profits as a result thereof, Borrower
shall pay to Lender upon the effective date of such termination, the Early
Termination Premium. The Early Termination Premium shall be presumed to be the
amount of damages sustained by Lender as the result of the early termination
and Borrower agrees that it is reasonable under the circumstances currently
existing.

          I. SECURITY INTEREST.

               1. Borrower hereby grants to Lender a continuing security
interest in the Collateral to secure prompt repayment of any and all Obligations
and in order to secure prompt performance by Borrower of each of its covenants
and duties under the Loan Documents.

               2. Borrower shall immediately upon the request of Lender, endorse
and deliver Negotiable Collateral to Lender.


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          J. COLLECTION AND ADMINISTRATION OF ACCOUNTS.

               1. COLLECTION.

               2. MONETARY COLLATERAL. Borrower shall, at Borrower's expense and
in the manner requested by Lender from time to time, direct that Monetary
Collateral be (or, if received by Borrower, shall cause same to be) (a) sent to
a post office box designated by and/or in the name of Lender, or in the name of
Borrower, but as to which access is limited solely to Lender and/or (b) paid
delivered to Lender. In connection therewith, Borrower shall execute such post
office box and/or blocked bank account agreements as Lender shall specify.

               3. ELECTRONIC PROCEEDS OF COLLATERAL. In the event Borrower
receives proceeds of Collateral in the form of wire transfer or other intangible
funds transfer mechanism, Borrower shall immediately pay such proceeds to
Lender.

               4. POWER OF ATTORNEY. Borrower hereby appoints Lender and any
designee of Lender as Borrowers attorney-in-fact and authorizes Lender or such
designee, at Borrower's sole expense, to exercise at any times in Lender's or
such designee's discretion all or any of the following powers, which powers of
attorney, being coupled with an interest, are irrevocable until all of the
Obligations have been paid in full: (a) receive, take, endorse, assign, deliver,
accept and deposit, in the name of Lender or Borrower, any and all cash, checks,
commercial paper, drafts, remittances and other instruments and documents
relating to the Collateral or the proceeds thereof, (b) transmit to any Account
Debtor or any bailee notice of the interest of Lender in the Collateral or
request from any such entity, at any time, in the name of Borrower or Lender or
any designee of Lender, information concerning the Account and any amounts owing
with respect thereto, (c) notify any Account Debtor to make payment directly and
solely to Lender, or notify bailees as to the disposition of Collateral, (d)
take or bring, in the name of Lender or Borrower, all steps, actions, suits or
proceedings deemed by Lender necessary or desirable to effect collection of or
other realization upon any Collateral, (e) after an Event of-Default, change the
address for delivery of mail to Borrower and to receive and open mail addressed
to Borrower, (f) after an Event of Default, upon any terms and conditions,
extend the time of payment of, compromise, or settle for cash, credit, return of
merchandise, any and all Accounts and discharge or release any Account Debtor
without affecting any of the Obligations, (g) execute in the name of Borrower
and file against Borrower in favor of Lender financing statements or amendments
with respect to any or all of the Collateral, and (h) execute in the name of
Borrower and file on behalf of Borrower with such governmental authorities as
are appropriate such documents (including, without limitation, applications,
certificates, and tax returns) as may be required for purposes of having
Borrower qualified to transact business in a particular state or geographic
location.

               5. RELEASE. Borrower hereby releases and exculpates Lender, its
officers, employees, agents, designees, attorneys, and accountants from any
liability arising from any acts under this Agreement or in furtherance thereof,
whether as attorney-in-fact or otherwise, whether of omission or commission, and
whether based upon any error of judgment or mistake of law or fact, except for
gross negligence or willful misconduct. In no event shall Lender have any
liability to Borrower for lost profits or other special or consequential
damages.

               6. NO AMENDMENTS. After written notice by Lender to Borrower, and
automatically, without notice, after an Event of Default, Borrower shall not,
without the prior written consent of Lender in each instance, (a) grant any
extension of time for payment of any Account, (b) compromise or settle any
Account for less than the full amount thereof, (c) release in whole or in part
any Account Debtor, or (d) grant any credits, discounts, allowances, deductions,
return authorizations or the like with respect to any Account.


                                         -8-
<PAGE>

               7. DELIVERY OF COLLATERAL. At such times as Lender may request
and in the manner specified by Lender, Borrower shall deliver to Lender or
Lender's representative original invoices, agreements, proof of rendition of
services and delivery of goods and other documents evidencing or relating to the
transactions which gave rise to any of the Collateral, together with customer
statements, schedules describing the Accounts and/or statements of account and
confirmatory assignments to Lender of the Accounts in form and substance
satisfactory to Lender and duly executed by Borrower. Without limiting the
provisions of any other section of this Agreement, Borrower will promptly notify
Lender, in writing, of Borrower's granting of credits, discounts, allowances,
deductions, return authorizations or the like with respect to any Accounts. In
no event shall any such schedule or confirmatory assignment (or the absence
thereof or omission of any Accounts therefrom) limit or in any way be construed
as a waiver, limitation, or modification of the Liens or rights of Lender or the
warranties, representations, and covenants of Borrower under this Agreement. Any
documents, schedules, invoices or other paper delivered to Lender by Borrower
may be destroyed or otherwise disposed of by Lender six (6) months after receipt
by Lender, unless Borrower requests their return in writing in advance and makes
prior arrangements for their return, at Borrower's expense.


          K. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
Lender as follows:

               1. Borrower has good and indefeasible title to the Collateral,
free and clear of liens, claims, security interests, or encumbrances, except for
Permitted Liens.

               2. The Eligible Accounts are and will remain bona fide existing
obligations created by the sale and delivery of Inventory or the rendition of
services to Account Debtors in the ordinary course of Borrower's business,
unconditionally owed to Borrower without defenses, disputes, offsets,
counterclaims, or rights of return or cancellation. At the time of the creation
of an Eligible Account Borrower has not received notice of actual or imminent
bankruptcy, insolvency, or material impairment of the financial condition of any
applicable Account Debtor regarding such Eligible Account.

               3. The Inventory and Equipment are not stored with a bailee,
warehouseman, or similar party (without Lender's prior written consent) and are
located only at the locations identified on the attached exhibit.

               4. Borrower now keeps, and hereafter at all times shall keep,
correct and accurate records itemizing and describing the kind, type, quality,
and quantity of the Inventory, and Borrower's cost therefor.

               5. The chief executive office of Borrower is located at the
address indicated in the preamble to this Agreement and Borrower's FEIN is
84-1360852

               6. There are no actions or proceedings pending by or against
Borrower before any court or administrative agency and Borrower does not have
knowledge or belief of any pending, threatened, or imminent litigation,
governmental investigations, or claims, complaints, actions, or prosecutions
involving Borrower or any guarantor of the Obligations, except for ongoing
collection matters in which Borrower is the plaintiff.

               7. All financial statements relating to Borrower or any guarantor
of the Obligations that have been delivered by Borrower to Lender have been
prepared in accordance with GAAP and fairly present Borrower's (or such
guarantor's, as applicable) financial condition as of the date thereof and
Borrower's results of operations for the period then ended. There has not been a
material adverse change in the financial condition of Borrower (or such
guarantor, as applicable) since the date of the latest financial statements
submitted to Lender on or before the Closing Date.

          L. AFFIRMATIVE COVENANTS. Until fall payment of the Obligations and
termination of this Agreement, Borrower shall:

               1. FINANCIAL STATEMENTS, REPORTS AND CERTIFICATIONS. Furnish to
Lender, in form and substance satisfactory to Lender:

                    a. ANNUAL FINANCIAL STATEMENTS. As soon as possible after 
the end of each fiscal year of Borrower, and in any event within SIXTY (60) 
days thereafter: (a) a complete copy of Borrower's financial statements, 
including but not limited to (i) the management letter, if any, (ii) the 
balance sheet as of the close of the fiscal year, and (iii) the income 
statement for such year, together with a statement of cash flows, COMPILED by 
accountants selected by Borrower and satisfactory to Lender, and (b) a 
statement certified by the chief financial officer of Borrower that Borrower 
is in compliance with all the terms, conditions, covenants and warranties of 
this Agreement; and

                                         -9-
<PAGE>

                    b. OTHER FINANCIAL STATEMENTS/TAX PAYMENTS AND STATEMENTS.
No later than 14 days after the close of each QUARTER (an "Accounting Period"),
Borrower's balance sheet as of the close of such Accounting Period and its
income statement for that portion of the then current fiscal year through the
end of such Accounting Period and Borrower's Tax Payments and appropriate
statements through the end of such Accounting Period certified by Borrower's
chief financial officer as being complete, correct, and fairly representing its
financial condition and results of operations.

               2. INSPECTIONS. Permit Lender or any representatives thereof,
during usual business hours, without notice to Borrower, to periodically (a)
inspect Borrower's tangible assets and (b) inspect, audit, make copies of, and
make extracts from Borrower's Books, and pay Lender the Audit Fee. In addition
to the foregoing, Borrower hereby permits Lender at any time to access
electronically information concerning any accounts maintained by Borrower with
any bank or other financial institution so long as such access is in furtherance
of, or to monitor compliance with, the terms of this Agreement. Borrower is
obligated to pay lender the Audit Fee a maximum at twice per year, and in the
event of default.

          3. EXPENSES.

               a. GENERALLY. Pay all reasonable out-of-pocket expenses of Lender
(including, but not limited to, fees and disbursements of Lender's counsel) 
incident to (whether by judicial proceedings or otherwise, and whether any 
resulting dispute resolution procedure involving tort, contract or other 
claims):

                    (1) the preparation, negotiation, execution, administration
and enforcement of the Loan Documents, any amendments, extensions and renewals
thereof, and any other documents prepared in connection with any transactions
between Borrower and Lender, whether or not executed;

                    (2) any expenses incurred by Lender (whether or not for the
benefit of Borrower) under this Agreement, including, without limitation, all
expenses for postage relating to the mailing of statements, invoices, and
verifications, and all expenses relating to any audits of all or any portion of
the Collateral;

                    (3) the protection of Lender's rights under the Loan
Documents;

                    (4) defending against any and all claims against Lender
relating to any of its acts of commission or omission directly or indirectly
relating to the Loan Documents;

                    (5) or in any way arising out of a bankruptcy proceeding
commenced by or against Borrower, including but not limited to expenses incurred
in enforcing or defending Lender's claims against Borrower or the Collateral,
defending any avoidance actions, and expenses related to the administration of
said proceeding;

               4. TAXES AND EXPENSES REGARDING BORROWER'S ASSETS. Make timely
payment or deposit of all taxes, assessments or contributions required of
Borrower. If Borrower fails to make any such payment or deposit or furnish the
required proof, Lender may, in its sole discretion and without notice to
Borrower, (a) make payment of the same or any part thereof, or (b) set up such
reserves against the Obligations as Lender deems necessary to satisfy the
liability therefore, or both. Lender may conclusively rely on statements of the
amount owing or other official statements issued by the appropriate governmental
agency. Any payment made by Lender shall constitute neither (i) an agreement by
Lender to make similar payments in the future, nor (ii) a waiver by Lender of
any default under the Loan Documents. Lender need not inquire into, nor contest
the validity of, any expense, tax, security interest, encumbrance or lien, and
the receipt of the usual official notice requiring the payment thereof shall be
conclusive evidence that the same was validly due and owing.

               5. LOCATION OF COLLATERAL. Give Lender written notice immediately
upon forming an intention to change the location of its chief place of business
or any of the Collateral.

               6. CHANGE IN NAME. Give Lender written notice immediately upon
forming an intention to change its name or form of business organization.


                                         -10-
<PAGE>

               7. INSURANCE. At all times maintain, with financially sound and
reputable insurers, casualty insurance with respect to the Collateral and other
assets. All such insurance policies shall be in such form, substance, amounts
and coverage as may be satisfactory to Lender and shall provide for thirty (30)
days prior written notice to Lender of cancellation or reduction of coverage.
Borrower hereby irrevocably appoints Lender and any designee of Lender as
attorney-in-fact for Borrower to obtain at Borrower's expense, and, after an
Event of Default, to adjust or settle any claim or other matter under or arising
pursuant to such insurance or to amend or cancel such insurance. Borrower shall
deliver to Lender evidence of such insurance and a Lender's loss payable
endorsement naming Lender as loss payee as to all existing and future insurance
policies relating to the Collateral. Borrower shall deliver to Lender, in kind,
all instruments representing proceeds of insurance received by Borrower. Lender
may apply any and all insurance proceeds received at any time to the cost of
repairs to or replacement of any portion of the Collateral and/or, at Lender's
option, to the payment of or as security for any of the Obligations, whether or
not due, in any order or manner as Lender determines.

               8. TAX RETURNS. Deliver to Lender copies of each of Borrower's
federal income tax returns, and any amendments thereto, within thirty (30) days
of the filing thereof with the Internal Revenue Service.

          M. NEGATIVE COVENANTS. Until full payment of the Obligations and
termination of this Agreement, Borrower will not:

               1. Create, incur, assume, or permit to exist, directly or
indirectly, any lien on or with respect to any of its property or assets, of any
kind, whether now owned or hereafter acquired, or any income or profits
therefrom, except for Permitted Liens;

               2. Enter into any acquisition, merger, consolidation,
reorganization, or recapitalization, or reclassify its capital stock, or
liquidate, wind up, or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, assign, lease, transfer, or otherwise dispose of,
in one transaction or a series of transactions, all or any substantial part of
its business, property, or assets, whether now owned or hereafter acquired, or
acquire by purchase or otherwise all or substantially all of the properties,
assets, stock, or other evidence of beneficial ownership of any entity.

               3. Enter into any transaction not in the ordinary and usual
course of Borrower's business, including the sale, lease, or other disposition
of, moving, relocation, or transfer, whether by sale or otherwise, of any of
Borrower's properties, assets (other than sales of Inventory to buyers in the
ordinary course of Borrower's business as currently conducted).

               4. Change Borrower's name, FEIN, business structure, or identity,
or add any new fictitious name.

               5. Suspend or go out of a substantial portion of its business.

               6. Without thirty (30) days prior written notification to Lender,
relocate its chief executive office to a new location and so long as, at the
time of such written notification, Borrower provides any financing statements or
fixture filings necessary to perfect and continue perfected Lender's security
interests and also provides to Lender a landlord's waiver in form and substance
satisfactory to Lender. The Inventory and Equipment shall not at any time now or
hereafter be stored with a bailee, warehouseman, or similar party without
Lender's prior written consent.

N. EVENTS OF DEFAULT. Each of the following events or conditions shall
constitute an "Event of Default":

               1. Borrower defaults in the payment of any Obligations when due,
whether at maturity, upon acceleration, or otherwise;

               2. Borrower is in default with respect to the Loan Documents;

               3. Borrower or any Guarantor (i) fails to pay any Indebtedness
for borrowed funds when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), or (ii) fails to perform or observe any
term, covenant, or condition of any agreement relating to any such Indebtedness,
if the effect of such failure to perform or observe is the acceleration of the
maturity of such Indebtedness, whether or not such failure is waived by the
obligee of such Indebtedness; or any such Indebtedness is declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof;


                                         -11-
<PAGE>

               4. An order for relief is entered against Borrower or any
Guarantor by any United States Bankruptcy Court; or Borrower or any Guarantor
does not generally pay its debts as they become due (within the meaning of 11
U.S.C. 303(h) as at any time amended, or any successor statute thereto); or
Borrower or any Guarantor makes an assignment for the benefit of creditors; or
Borrower any Guarantor applies for or consents to the appointment of a
custodian, receiver, trustee, or similar officer for it or for all or any
substantial part of its property, or such custodian, receiver, trustee, or
similar officer is appointed without the application or consent of Borrower or
any Guarantor; or Borrower or any Guarantor institutes (by petition,
application, answer, consent, or otherwise) any bankruptcy, insolvency,
reorganization, moratorium, arrangement, readjustment of debt, dissolution,
liquidation or similar proceeding relating to it under the laws of any
jurisdiction; or any such proceeding shall be instituted (by petition,
application, or otherwise) against Borrower or any Guarantor; or any judgment,
writ, warrant of attachment, execution, or similar process shall be issued or
levied against a substantial portion of the property of Borrower or any
Guarantor;

               5. An adverse change occurs with respect to the financial
condition or operations of Borrower which results in a material impairment of
the prospect of repayment of Borrower's Indebtedness;

               6. A sale, hypothecation or other disposition is made of twenty
percent or more of the beneficial interest in any class of voting stock of
Borrower;

               7. Borrower fails to generate or provide accounts to Lender for a
30 day period.

               8. Any provision of this Agreement or any of the Loan Documents
ceases, for any reason, to be valid and binding on Borrower;

               9. Any Guarantor fails to perform or observe any of such
Guarantor's obligations under any Guaranty, or shall notify Lender of its
intention to rescind, modify, terminate or revoke the Guaranty with respect to
future transactions, or the Guaranty shall cease to be in full force and effect
for any reason whatever.

          0. REMEDIES. Upon the occurrence of any Event of Default,
automatically, at Lender's option:

               1. Lender's obligation to make any Advance available to Borrower
shall terminate;

               2. All Obligations shall, without presentment, demand, protest,
or notice of any kind, all of which are hereby expressly waived, be forthwith
due and payable;

               3. All Obligations shall accrue interest at the Default Rate; and

Lender may, immediately and without expiration of any period of grace, enforce
payment of all Obligations and exercise any and all other remedies granted to it
under the Loan Documents, at law, in equity, or otherwise, including but not
limited to the placement of Lender's agents or employees on Borrower's premises
to take all actions necessary to preserve the value of the Collateral.

          P. NO LIEN TERMINATION WITHOUT RELEASE. In recognition of Lender's
right to have all its attorneys' fees and other expenses incurred in connection
with this Agreement secured by the Collateral, notwithstanding payment in full
of all Obligations by Borrower, Lender shall not be required to record any
terminations or satisfactions of any of its liens on the Collateral unless and
until Borrower and all Guarantors have executed and delivered to Lender general
releases which conform to California Civil Code Section 1541-2.

          Q. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement,
PROVIDED that, this Agreement shall not become effective until all counterparts
hereof have been executed by all parties hereto.

          R. SURVIVAL. All representations, warranties and agreements herein
contained shall be effective so long any portion of this Agreement remains
executory.

          S. SEVERABILITY. In the event any one or more of the provisions
contained in this Agreement is held to be invalid, illegal or unenforceable in
any respect, then such provision shall be ineffective only to the extent of such
prohibition or invalidity, and the validity, legality, and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.


                                         -12-
<PAGE>

          T. AMENDMENT. This Agreement shall not be changed, modified, amended,
or terminated except by a writing duly executed by all parties hereto.

          U. WAIVER. No failure to exercise and no delay in exercising any
right, power, or remedy hereunder shall impair any right, power, or remedy which
Lender may have, nor shall any such delay be construed to be a waiver of any of
such rights, powers, or remedies, or any acquiescence in any breach or default
hereunder; nor shall any waiver of any breach or default of Borrower hereunder
be deemed a waiver of any default or breach subsequently occurring. All rights
and remedies granted to Lender hereunder shall remain in full force and effect
notwithstanding any single or partial exercise of, or any discontinuance of
action begun to enforce, any such right or remedy. The rights and remedies
specified herein are cumulative and not exclusive of each other or of any rights
or remedies which Lender would otherwise have. Any waiver, permit, consent or
approval by Lender of any breach or default hereunder must be in writing and
shall be effective only to the extent set forth in such writing and only as to
that specific instance.

          V. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.

          W. CHOICE OF LAW. This Agreement and all transactions contemplated
hereunder and/or evidenced hereby shall be governed by, construed under, and
enforced in accordance with the laws of the State of California.

          X. STATUTE OF LIMITATIONS. Borrower waives the pleading of any statute
of limitations with respect to any and all actions in connection herewith.


                                         -13-
<PAGE>

          Y. WAIVER OF TRIAL BY JURY. IN RECOGNITION OF THE HIGHER COSTS AND
DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES HERETO WAIVE ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING
HEREUNDER, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.

                                   For: VOICEPLUS INC

                                   By:  /s/ Douglas S. Zorn
                                       ---------------------------------

                                   Printed Name:
                                                 -----------------------
                                   Title:
                                          ------------------------------

                                   AEROFUND  FINANCIAL

                                   By:  /s/ Steve Troy
                                       ---------------------------------
                                   Title:    President
                                          ------------------------------


                                         -14-
<PAGE>

                                     Exhibit "A"

       ACKNOWLEDGMENT OF CALIFORNIA CHOICE OF LAW AND SANTA CLARA COUNTY VENUE

               The parties expressly acknowledge their agreement that:

          (1)  California, as the state of the origin of the funding of this
lending on accounts and the state in which the lending on accounts is to be
consummated, is the place of performance of, the situs of, and the state with
the most significant relationship with this agreement for lending on accounts
and its subject matter; and that

          (2)  California is the governing law applicable to this contract and
its interpretation as provided in this entire Loan and Security Agreement.

          (3)  Santa Clara County, as the county of the origin of the funding of
this lending on accounts and the county in which the lending on accounts is to
be consummated, is the place of performance of, the situs of, and the county
with the most significant relationship with this agreement for lending on
accounts and its subject matter will be venue of choice applicable to this
contract and its interpretation as provided in this entire Loan and Security
Agreement.

Agreed,
Borrower, VOICEPLUS INC                 Lender: Aero Fund Financial


By: /s/ Douglas S. Zorn                  /s/ Steve Troy
    --------------------------          --------------------------------

Printed Name:                                Steve Troy
              ----------------          --------------------------------

Title:                                       President
       -----------------------          --------------------------------

Date:                                        October 9, 1998
      ------------------------          --------------------------------


                                         -17-