EXHIBIT 10










                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


                                 BY AND BETWEEN


                         CONCURRENT COMPUTER CORPORATION


                                       AND


                          FOOTHILL CAPITAL CORPORATION



                            DATED AS OF MARCH 1, 1998










<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                -----------------


                                                                 Page(s)
                                                                 -------
<S>                                                              <C>
1. DEFINITIONS AND CONSTRUCTION.                                       1
   1.1 Definitions                                                     1
   1.2 Accounting Terms                                               19
   1.3 Code                                                           19
   1.4 Construction                                                   19
   1.5 Schedules and Exhibits.                                        19

2. LOAN AND TERMS OF PAYMENT                                          20
   2.1 Revolving Advances.                                            20
   2.2 Letters of Credit.                                             20
   2.3 [Intentionally Omitted]                                        23
   2.4 [Intentionally Omitted]                                        23
   2.5 Overadvances                                                   23
   2.6 Interest and Letter of Credit Fees:  Rates, Payments, and
       Calculations                                                   23
   2.7 Collection of Accounts                                         25
   2.8 Crediting Payments; Application of Collections                 25
   2.9 Designated Account.                                            26
   2.10 Maintenance of Loan Account; Statements of Obligations.       26
   2.11 Fees.                                                         26

3. CONDITIONS; TERM OF AGREEMENT                                      27
   3.1 Conditions Precedent to the Initial Advance and Letter of
       Credit.                                                        27
   3.2 Conditions Precedent to all Advances and Letters of
       Credit.                                                        28
   3.3 Condition Subsequent                                           29
   3.4 Term; Automatic Renewal.                                       29
   3.5 Effect of Termination.                                         29
   3.6 Early Termination by Borrower.                                 30
   3.7 Termination Upon Event of Default.                             30

4. CREATION OF SECURITY INTEREST                                      30
   4.1 Grant of Security Interest.                                    30
   4.2 Negotiable Collateral.                                         30
   4.3 Collection of Accounts, General Intangibles, and
       Negotiable Collateral.                                         31
   4.4 Delivery of Additional Documentation Required.                 31
   4.5 Power of Attorney.                                             31
   4.6 Right to Inspect.                                              32

5. REPRESENTATIONS AND WARRANTIES.                                    32
   5.1 No Encumbrances.                                               32
   5.2 Eligible Accounts.                                             32
   5.3 Eligible Inventory.                                            33
   5.4 Equipment                                                      33
   5.5 Location of Inventory and Equipment.                           33
   5.6 Inventory Records.                                             33
   5.7 Location of Chief Executive Office; FEIN.                      33
   5.8 Due Organization and Qualification; Subsidiaries.              33
   5.9 Due Authorization; No Conflict.                                34
   5.10 Litigation.                                                   35
   5.11 No Material Adverse Change.                                   35
   5.12 Solvency.                                                     35
   5.13 Employee Benefits.                                            35
   5.14 Environmental Condition.                                      35
   5.15 Brokerage Fees.                                               36

6. AFFIRMATIVE COVENANTS.                                             36
   6.1 Accounting System.                                             36
   6.2 Collateral Reporting.                                          36
   6.3 Financial Statements, Reports, Certificates.                   37
   6.4 Tax Returns.                                                   38
   6.5 Designation of Inventory.                                      38
   6.6 Returns.                                                       38
   6.7 Title to Equipment.                                            39
   6.8 Maintenance of Equipment.                                      39
   6.9 Taxes.                                                         39
   6.10 Insurance.                                                    39
   6.11 No Setoffs or Counterclaims.                                  40
   6.12 Location of Inventory and Equipment.                          41
   6.13 Compliance with Laws.                                         41
   6.14 Employee Benefits.                                            41
   6.15 Leases.                                                       42
   6.16 Repatriation of Foreign Earnings and Profits.                 42
   6.17 Brokerage Commissions.                                        42
   6.18 Subsidiary Financing.                                         42

7. NEGATIVE COVENANTS.                                                42
   7.1 Indebtedness.                                                  43
   7.2 Liens.                                                         43
   7.3 Restrictions on Fundamental Changes.                           44
   7.4 Extraordinary Transactions and Disposal of Assets.             44
   7.5 Change Name.                                                   44
   7.6 Guarantee.                                                     44
   7.7 Nature of Business.                                            45
   7.8 Prepayments and Amendments.                                    45
   7.9 Change of Control.                                             45
   7.10 Consignments.                                                 45
   7.11 Distributions.                                                45
   7.12 Accounting Methods.                                           45
   7.13 Investments.                                                  46
   7.14 Transactions with Affiliates.                                 46
   7.15 Inactive Subsidiaries.                                        47
   7.16 Suspension.                                                   47
   7.17 Compensation.                                                 47
   7.18 Use of Proceeds.                                              47
   7.19 Change in Location of Chief Executive Office; Inventory
        and Equipment with Bailees.                                   47
   7.20 No Prohibited Transactions Under ERISA                        47
   7.21 Financial Covenants.                                          48
   7.22 Capital Expenditures.                                         49

8. EVENTS OF DEFAULT.                                                 49

9. FOOTHILL'S RIGHTS AND REMEDIES.                                    51
   9.1 Rights and Remedies.                                           51
   9.2 Remedies Cumulative.                                           53

10. TAXES AND EXPENSES                                                54

11. WAIVERS; INDEMNIFICATION                                          54
    11.1 Demand; Protest; etc.                                        54
    11.2 Foothill's Liability for Collateral.                         54
    11.3 Indemnification.                                             54

12. NOTICES                                                           55

13. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.                       56

14. DESTRUCTION OF BORROWER'S DOCUMENTS                               57

15. GENERAL PROVISIONS                                                57
    15.1 Effectiveness.                                               57
    15.2 Successors and Assigns.                                      57
    15.3 Section Headings.                                            58
    15.4 Interpretation.                                              58
    15.5 Severability of Provisions.                                  58
    15.6 Amendments in Writing.                                       58
    15.7 Counterparts; Telefacsimile Execution.                       58
    15.8 Revival and Reinstatement of Obligations.                    58
    15.9 Integration.                                                 59
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                             SCHEDULES AND EXHIBITS
                             ----------------------

<S>            <C>
Schedule E-1   Eligible Inventory Locations
Schedule P-1   Permitted Liens
Schedule 5.8   Subsidiaries
Schedule 5.10  Litigation
Schedule 5.13  ERISA Benefit Plans
Schedule 5.14  Environmental Matters
Schedule 6.12  Location of Inventory and Equipment
Schedule 7.1   Permitted Indebtedness

Exhibit A-1    Form of Acknowledgement Agreement
Exhibit C-1    Form of Compliance Certificate
Exhibit L-1    Form of LIBOR Supplement
</TABLE>


<PAGE>
                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
                ------------------------------------------------


     THIS  AMENDED  AND RESTATED LOAN AND SECURITY AGREEMENT (THIS "AGREEMENT"),
is  entered  into  as  of March 1, 1998, between FOOTHILL CAPITAL CORPORATION, a
California  corporation  ("Foothill"), with a place of business located at 11111
Santa  Monica  Boulevard,  Suite  1500,  Los  Angeles, California 90025-3333 and
CONCURRENT  COMPUTER  CORPORATION, a Delaware corporation ("Borrower"), with its
chief  executive  office located at 2101 W. Cypress Creek Road, Fort Lauderdale,
Florida  33309

     The  parties  agree  as  follows:

     1.          DEFINITIONS  AND  CONSTRUCTION.

          1.1     DEFINITIONS.  As  used  in this Agreement, the following terms
shall  have  the  following  definitions:

               "Account  Debtor"  means  any  Person  who  is  or who may become
                ---------------
obligated  under,  with  respect  to,  or  on  account  of,  an  Account.

               "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 software or the rendition of
services  by Borrower, or arising out of the sale, license, or lease of goods or
software  or  the  rendition  of  services  by  a Person other than Borrower and
acquired by Borrower from such Person by assignment or purchase, irrespective of
whether  earned by performance, and any and all credit insurance, guaranties, or
security  therefor.

               "Acknowledgement  Agreement"  means  that  certain  Amended  and
                --------------------------
Restated  Acknowledgement  Agreement,  dated  as  of even date herewith, between
Borrower  and  each  Subsidiary  of  Borrower,  entered  into for the benefit of
Foothill,  which  agreement  shall  be  substantially in the form of Exhibit A-1
                                                                     -----------
attached  hereto.

               "Adjusted  Reference  Rate" means, (i) the Initial Reference Rate
                -------------------------
or,  (ii)  if  Borrower  achieves the required minimum EBITDA for the applicable
fiscal  year  end  as set forth in the table below (each a "Pricing Benchmark"),
from  and  after  the  date  on  which Borrower delivers financial statements to
Foothill pursuant to Section 6.3(b) evidencing its achievement of the applicable
                     --------------
Pricing  Benchmark,  then  the  Adjusted  Reference  Rate set forth opposite the
applicable  Pricing  Benchmark  set forth in the table below.  In the event that
Borrower  fails  to  achieve  any  one  or  more  Pricing  Benchmarks,  then the
Applicable  Reference  Rate in effect shall remain unchanged.  In the event that
Borrower  achieves  any  one  or  more  subsequent  Pricing Benchmarks, then the
applicable Adjusted Interest Rate that Borrower shall be eligible to receive for
achievement  such subsequent Pricing Benchmarks shall be the applicable Adjusted
Reference Rate for the achievement of that Pricing Benchmark plus .25 percentage
                                                             ----
points  for each previous Pricing Benchmark that Borrower has failed to achieve.

<TABLE>
<CAPTION>

Fiscal Year End  Minimum EBITDA    Adjusted Reference Rate
<S>              <C>              <C>
June 30, 1998    $     9,135,000  Reference Rate plus 0.75%
                                  -------------------------
June 30, 1999    $     8,553,000  Reference Rate plus 0.50%
                                  -------------------------
June 30, 2000    $     9,321,000  Reference Rate plus 0.25%
---------------  ---------------  -------------------------
</TABLE>


               "Advances"  has  the  meaning  set  forth  in  Section  2.1(a).
                --------                                      ---------------

               "Affiliate"  means,  as  applied  to any Person, any other Person
                ---------
who, directly or indirectly, controls, is controlled by, is under common control
with,  or  is  a  director  or  officer  of  such  Person.  For purposes of this
definition, "control" means the possession, directly or indirectly, of the power
to vote 5% or more of the Stock having ordinary voting power for the election of
directors (or comparable managers) or the direct or indirect power to direct the
management  and  policies  of  a  Person.

               "Agreement"  has  the  meaning  set forth in the preamble hereto.
                ---------

               "Annualized Service Revenues" means, with respect to the last day
                ---------------------------
of  any fiscal quarter of Borrower, aggregate total revenues of Borrower and its
Subsidiaries  that  are  derived from Service Contracts for the four most recent
fiscal  quarters  of  Borrower  (including  such  fiscal  quarter).

               "Authorized  Person"  means  any  officer  or  other  employee of
                ------------------
Borrower.

               "Availability" means, as of any date of determination, the result
                ------------
(so long as such result is a positive number) of (a) the lesser of the Borrowing
Base  or  the  Maximum Revolving Amount, minus (b) the outstanding amount of all
                                         -----
Advances.

               "Average Unused Portion of Maximum Revolving Amount" means, as of
                --------------------------------------------------
any  date  of  determination,  (a)  the  Maximum  Revolving Amount, less (b) the
                                                                    ----
average  Daily  Balance of Advances that were outstanding during the immediately
preceding  month.

               "Bankruptcy  Code"  means  the  United States Bankruptcy Code (11
                ----------------
U.S.C.      101  et  seq.),  as  amended,  and  any  successor  statute.
                 -------

               "Benefit  Plan"  means  a  "defined  benefit plan" (as defined in
                -------------
Section  3(35)  of ERISA) for which Borrower, any Subsidiary of Borrower, or any
ERISA  Affiliate  has  been  an "employer" (as defined in Section 3(5) of ERISA)
within  the  past  six  years.

               "Borrower"  has  the  meaning  set  forth in the preamble to this
                --------
Agreement.

               "Borrower's  Books"  means  all  of  Borrower's books and records
                -----------------
including:  ledgers;  records  indicating, summarizing, or evidencing Borrower's
properties  or assets (including the Collateral) or liabilities; all information
relating  to  Borrower's  or  its Subsidiaries' business operations or financial
condition;  and  all  computer programs, disk or tape files, printouts, runs, or
other  computer  prepared  information.

               "Borrowing  Base"  has  the  meaning set forth in Section 2.1(a).
                ---------------                                  --------------

               "Business  Day"  means any day that is not a Saturday, Sunday, or
                -------------
other  day  on  which  national  banks  are  authorized  or  required  to close.

               "Change of Control" shall be deemed to have occurred at such time
                -----------------
as  (a) a "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2)
of  the  Securities  Exchange  Act  of  1934) becomes the "beneficial owner" (as
defined  in  Rule  13d-3 under the Securities Exchange Act of 1934), directly or
indirectly,  of  more than 20% of the total voting power of all classes of Stock
then  outstanding  of Borrower entitled to vote in the election of directors, or
(b)  Borrower shall fail to own free and clear of any Liens of any Person (other
than  Foothill)  and  control (without being subject to any voting trust, voting
agreement,  shareholders  agreement,  or  any  other  agreement  or  arrangement
limiting or affecting the voting of such stock) at any time not less than 100.0%
of  the outstanding voting stock of each of Borrower's Subsidiaries reflected as
being  owned  by it as of the Closing Date on Schedule 5.8 hereto, and that such
                                              ------------
outstanding voting stock retains the same percentage of voting control as exists
on  the  Closing  Date;  provided, however, that anything in the forgoing to the
                         --------  -------
contrary  notwithstanding,  a Change of Control shall be deemed to have occurred
with  respect  to  Borrower's  interest  in  Concurrent  Nippon  at such time as
Borrower shall fail to own free and clear of any Liens of any Person (other than
Foothill)  and  control  (without  being  subject  to  any  voting trust, voting
agreement,  shareholders  agreement,  or  any  other  agreement  or  arrangement
limiting  or affecting the voting of such stock) at any time not less than 60.0%
of  the outstanding voting stock of Concurrent Nippon, and that such outstanding
voting  stock  retains  the  same  percentage of voting control as exists on the
Closing  Date.

               "Closing  Date"  means  the  date on which each of the conditions
                -------------
precedent  in  Section  3.1  of  the  Agreement  is  satisfied.
               ------------

               "Code"  means  the  California  Uniform  Commercial  Code.
                ----

               "Collateral"  means  each  of  the  following:
                ----------

               (a)          the  Accounts,

               (b)          Borrower's  Books,

               (c)          the  Equipment,

               (d)          the  General  Intangibles,

               (e)          the  Inventory,

               (f)          the  Negotiable  Collateral,

               (g)     any  money,  or  other  assets  of  Borrower  that now or
hereafter  come  into  the  possession,  custody,  or  control  of Foothill, and

               (h)     the  proceeds  and  products,  whether  tangible  or
intangible,  of  any  of the foregoing, including proceeds of insurance covering
any  or  all  of  the  Collateral,  and  any and all Accounts, Borrower's Books,
Equipment, General Intangibles, Inventory, Negotiable Collateral, money, deposit
accounts,  or  other  tangible  or  intangible property resulting from the sale,
exchange,  collection,  or  other  disposition  of  any of the foregoing, or any
portion  thereof  or  interest  therein,  and  the  proceeds  thereof.

               "Collateral  Access Agreement" means a landlord waiver, mortgagee
                ----------------------------
waiver,  bailee  letter,  or  acknowledgement  agreement  of  any  warehouseman,
processor,  lessor,  consignee,  or other Person in possession of, having a Lien
upon, or having rights or interests in the Equipment or Inventory, in each case,
in  form  and  substance  satisfactory  to  Foothill.

               "Collections"  means  all  cash,  checks, notes, instruments, and
                -----------
other  items  of payment (including, insurance proceeds, proceeds of cash sales,
rental  proceeds,  and  tax  refunds).

               "Compliance  Certificate"  means  a  certificate substantially in
                -----------------------
the  form  of  Exhibit  C-1  and  delivered  by  the chief accounting officer of
               ------------
Borrower  to  Foothill.

               "Concurrent  Nippon"  means  Concurrent  Nippon  Corporation,  a
                ------------------
company  organized  under  the  laws  of  Japan.

               "Consolidated  Current  Assets"  means,  as  of  any  date  of
                -----------------------------
determination,  the  aggregate  amount of all current assets of Borrower and its
Subsidiaries  calculated  on a consolidated basis that would, in accordance with
GAAP,  be  classified  on  a  balance  sheet  as  current  assets.

               "Consolidated  Current  Liabilities"  means,  as  of  any date of
                ----------------------------------
determination,  the  aggregate amount of all current liabilities of Borrower and
its  Subsidiaries  calculated  on a consolidated basis that would, in accordance
with  GAAP,  be  classified  on  a  balance  sheet  as current liabilities.  For
purposes  of  this  definition, all Obligations outstanding under this Agreement
shall  be  deemed to be current liabilities without regard to whether they would
be  deemed  to  be  so  under  GAAP.

               "Copyright  Security  Agreement"  means  that  certain  security
                ------------------------------
agreement,  dated  as of June 29, 1995, as such may from time to time thereafter
amended,  between  Borrower  and  Foothill.

               "Daily Balance" means the amount of an Obligation owed at the end
                -------------
of  a  given  day.

               "deems  itself  insecure"  means  that  the  Person  deems itself
                -----------------------
insecure  in  accordance  with  the  provisions  of  Section  1208  of the Code.

               "Default"  means  an  event, condition, or default that, with the
                -------
giving  of  notice,  the passage of time, or both, would be an Event of Default.

               "Deferred  Revenue"  means  with  respect  to  Annualized Service
                -----------------
Revenues  for any period of four fiscal quarters of Borrower, an amount equal to
the  total  amount,  if  any, of deferred payments or any other deferred amounts
receivable  with respect to any Service Contracts included in Annualized Service
Revenues  during  such  four  fiscal  quarters.

               "Designated  Account" means account number 1296198683 of Borrower
                -------------------
maintained  with  Borrower's  Designated  Account  Bank,  or  such other deposit
account of Borrower (located within the United States) that has been designated,
in  writing  and  from  time  to  time,  by  Borrower  to  Foothill.

               "Designated  Account  Bank"  means  NationsBank,  whose office is
                -------------------------
located  at  1401  Elm  Street,  Dallas,  Texas  75202,  and whose ABA number is
111-000-625.

               "Dilution"  means,  in each case based upon the experience of the
                --------
immediately prior 12 months, the result of dividing the Dollar amount of (a) bad
debt write-downs, discounts, advertising, returns, promotions, credits, or other
dilution  with respect to the Accounts, by (b) Borrower's Collections (excluding
extraordinary  items)  plus  the  Dollar  amount  of  clause  (a).

               "Dilution  Reserve"  means,  as  of  any date of determination, a
                -----------------
Dollar  amount  sufficient  to  reduce  Foothill's advance rate against Eligible
Accounts by one (1) percentage point for each percentage point by which Dilution
is  in  excess  of  6%.

               "Dollars  or  $"  means  United  States  dollars.
                --------------

               "Early  Termination Premium" has the meaning set forth in Section
                --------------------------                               -------
3.6.
---

               "EBITDA"  means,  as  of any date of determination, the aggregate
                ------
net  income of Borrower and its Subsidiaries for the applicable period, plus the
                                                                        ----
aggregate  amount  of  all charges for interest expense, taxes, depreciation and
amortization  for  the  applicable  period,  in  each  instance  calculated on a
consolidated  basis  in  accordance  with  GAAP.

               "Eligible  Accounts"  means those Accounts created by Borrower in
                ------------------
the  ordinary  course of business, that arise out of Borrower's sale of goods or
software,  or  rendition  of services, that strictly comply with each and all of
the  representations  and  warranties  respecting  Accounts  made by Borrower to
Foothill  in  the  Loan  Documents, and that are and at all times continue to be
acceptable  to  Foothill  in  all respects; provided, however, that standards of
                                            --------  -------
eligibility may be fixed and revised from time to time by Foothill in Foothill's
reasonable  credit judgment.  Eligible Accounts shall not include the following:

               (a)     Accounts that the Account Debtor has failed to pay within
90 days of invoice date or Accounts with selling terms of more than 30 days (or,
on  a  case  by  case  basis,  up  to  60  days  with Foothill's prior consent);

               (b)     Accounts  owed  by  an  Account  Debtor or its Affiliates
where  50%  or  more  of  all  Accounts  owed  by  that  Account  Debtor (or its
Affiliates)  are  deemed  ineligible  under  clause  (a)  above;

               (c)     Accounts  with  respect to which the Account Debtor is an
employee,  Affiliate,  or  agent  of  Borrower;

               (d)     Accounts  with  respect  to  which  goods  are  placed on
consignment,  guaranteed  sale, sale or return, sale on approval, bill and hold,
or  other  terms  by  reason  of  which the payment by the Account Debtor may be
conditional;  provided,  however,  that  bill  and  hold  Accounts  shall not be
              --------   -------
excluded  by  reason of this clause (d) if they are subject to documentation, in
form  and  substance  satisfactory  to  Foothill,  clearly  evidencing  that the
obligation  of  the Account Debtor is absolute and unconditional notwithstanding
the  failure  of  Borrower  to  deliver  the  subject  goods  or  software;

               (e)     Accounts  that are not payable in Dollars or with respect
to which the Account Debtor: (i) does not maintain its chief executive office in
the  United States, or (ii) is not organized under the laws of the United States
or  any  State  thereof,  or  (iii)  is the government of any foreign country or
sovereign  state,  or  of  any state, province, municipality, or other political
subdivision  thereof, or of any department, agency, public corporation, or other
instrumentality  thereof,  unless (y) the Account is supported by an irrevocable
letter  of credit satisfactory to Foothill (as to form, substance, and issuer or
domestic  confirming  bank)  that has been delivered to Foothill and is directly
drawable  by Foothill, or (z) the Account is covered by credit insurance in form
and  amount,  and  by  an  insurer,  satisfactory  to  Foothill;

               (f)     Accounts,  in excess of $1,000,000, with respect to which
the Account Debtor is either (i) the United States or any department, agency, or
instrumentality  of  the  United  States  (exclusive,  however, of Accounts with
respect  to  which  Borrower has complied, to the satisfaction of Foothill, with
the Assignment of Claims Act, 31 U.S.C.   3727), or (ii) any State of the United
States  (exclusive,  however, of Accounts owed by any State that does not have a
statutory  counterpart  to  the  Assignment  of  Claims  Act);

               (g)     Accounts  with  respect to which the Account Debtor is or
may  become  a  creditor of Borrower, has or has asserted a right of setoff, has
disputed  its  liability,  or  has  made  any claim with respect to the Account;

               (h)     Accounts  with  respect  to  (i) Lockheed Martin Marietta
Corp.  that  exceed  40%  of  all  Eligible Accounts, and (ii) any other Account
Debtor  whose  total  obligations  owing  to Borrower exceed 10% of all Eligible
Accounts,  in  each  case to the extent of the obligations owing by such Account
Debtor  in  excess  of  such percentage; provided, however, accounts owed by the
                                         --------  -------
Boeing  Co.,  Northrop-Grumman  Corporation,  and  other  accounts  that  may be
approved  from  time  to  time  by Foothill may be eligible up to a maximum, per
Account  Debtor,  of 15% of all Eligible Accounts, so long as they are otherwise
eligible  hereunder;

               (i)     Accounts  with  respect  to  which  the Account Debtor is
subject  to  any  Insolvency  Proceeding,  or  becomes insolvent, or goes out of
business;

               (j)     Accounts  the  collection  of  which  Foothill,  in  its
reasonable  credit  judgment,  believes  to be doubtful by reason of the Account
Debtor's  financial  condition;

               (k)     Accounts with respect to which the goods giving rise to
such  Account  have  not  been  shipped  and  billed  to the Account Debtor, the
services giving rise to such Account have not been performed and accepted by the
Account Debtor,  or  the  Account  otherwise  does  not  represent a final sale;

               (l)     Accounts  with  respect  to  which  the Account Debtor is
located  in  the  states of New Jersey, Minnesota, Indiana, or West Virginia (or
any  other  state that requires a creditor to file a Business Activity Report or
similar  document  in  order  to  bring  suit  or otherwise enforce its remedies
against  such  Account  Debtor  in the courts or through any judicial process of
such  state),  unless  Borrower  has  qualified  to  do  business in New Jersey,
Minnesota,  Indiana,  West Virginia, or such other states, or has filed a Notice
of  Business  Activities  Report  with  the applicable division of taxation, the
department of revenue, or with such other state offices, as appropriate, for the
then-current  year,  or  is  exempt  from  such  filing  requirement;

               (m)     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,  software,  or  services;  and

               (n)     Accounts in which any Person other than Borrower owns any
interest,  to  the  extent  of  such interest, or in which any Person other than
Foothill  holds  a  lien,  security  interest,  or  charge.

               "Eligible  Inventory" means Inventory consisting of raw materials
                -------------------
and spare parts held for use in the ordinary course of Borrower's business, that
are  located at or in-transit between Borrower's premises identified on Schedule
                                                                        --------
E-1,  strictly  comply  with  each and all of the representations and warranties
---
respecting Inventory made by Borrower to Foothill in the Loan Documents, and are
and  at  all  times  continue  to  be  acceptable  to  Foothill in all respects;
provided,  however,  that standards of eligibility may be fixed and revised from
           -------
time  to  time  by  Foothill  in  Foothill's  reasonable  credit  judgment.  In
determining the amount to be so included, Inventory shall be valued at the lower
of  cost  or market on a basis consistent with Borrower's current and historical
accounting  practices.  An  item  of Inventory shall not be included in Eligible
Inventory  if:

               (a)     it  is  used  in  connection  with Borrower's proprietary
computer  system  or  that  is  expected  to  be  returned  from  customers;

               (b)     it  is  not owned solely by Borrower or Borrower does not
have  good,  valid,  and  marketable  title  thereto;

               (c)     it  is  not  located at one of the locations set forth on
Schedule  E-1;
-------------

               (d)     it is not located on property owned or leased by Borrower
or  in  a  contract  warehouse,  in  each  case,  subject to a Collateral Access
Agreement  executed  by  the mortgagee, lessor, the warehouseman, or other third
party,  as  the case may be, and segregated or otherwise separately identifiable
from  goods  of  others,  if  any,  stored  on  the  premises;

               (e)     it is not subject to a valid and perfected first priority
security  interest  in  favor  of  Foothill;

               (f)     it  consists  of goods returned or rejected by Borrower's
customers  or  goods  in  transit;  and

               (g)     it  is  finished  goods,  obsolete  or  slow  moving,  a
restrictive  or  custom item, work-in-process, packaging and shipping materials,
supplies used or consumed in Borrower's business, Inventory subject to a Lien in
favor  of  any  third  Person, bill and hold goods, returned or defective goods,
"seconds,"  or  Inventory  acquired  on  consignment.

Anything  contained  herein  to  the contrary notwithstanding, Borrower shall be
entitled,  from  time to time upon reasonable prior notice to Foothill, to amend
Schedule  E-1  in  order to add one or more additional locations to Schedule E-1
 ------------                                                       ------------
that  are  set  forth  on  Schedule  6.12,  so  long  as in connection with such
 -                         --------------
amendment  Borrower  provides to Foothill a landlord waiver, bailee letter, or a
 -
similar  acknowledgement  agreement  of  any  warehouseman  in  possession  of
Inventory,  in  each  case,  in  form  and  substance  satisfactory to Foothill.

               "Eligible  Raw  Materials  Inventory"  means  Eligible  Inventory
                -----------------------------------
consisting  of raw materials.  Eligible Raw Materials Inventory shall be valued,
on a first in, first out basis, at the lower of Borrower's cost or market value.

               "Eligible  Spare  Parts  Inventory"  means  Eligible  Inventory
                ---------------------------------
consisting of spare parts.  Eligible Spare Parts Inventory shall be valued, on a
first  in,  first  out  basis,  at  Borrower's  net  book  value.

               "Eligible  Unearned  Service  Accounts" means Accounts created by
                -------------------------------------
Borrower  in  the  ordinary course of business that qualify as Eligible Accounts
except  for  the fact that they arise under Service Contracts and that the right
to payment therefor has not yet accrued, provided, however, that only the rights
                                         --------  -------
to  payment  under  such Service Contracts that will accrue within one (1) month
from  the  date  of  determination  shall  constitute  Eligible Unearned Service
Accounts.

               "Environmental  Indemnity"  means  that  certain  environmental
                ------------------------
indemnity,  dated  as of June 29, 1995, as such may from time to time thereafter
amended,  executed  by  Borrower  in  favor  of  Foothill.

               "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, goods
(other  than  consumer  goods,  farm  products, or Inventory), wherever located,
including,  (a)  any  interest  of Borrower in any of the foregoing, and (b) all
attachments,  accessories,  accessions,  replacements, substitutions, additions,
and  improvements  to  any  of  the  foregoing.

               "ERISA"  means  the  Employee  Retirement  Income Security Act of
                -----
1974,  29  U.S.C.    1000  et  seq., amendments thereto, successor statutes, and
regulations  or  guidance  promulgated  thereunder.

               "ERISA  Affiliate"  means  (a)  any  corporation subject to ERISA
                ----------------
whose employees are treated as employed by the same employer as the employees of
Borrower  under  IRC  Section 414(b), (b) any trade or business subject to ERISA
whose employees are treated as employed by the same employer as the employees of
Borrower  under  IRC  Section  414(c), (c) solely for purposes of Section 302 of
ERISA  and  Section  412 of the IRC, any organization subject to ERISA that is a
member  of  an  affiliated service group of which Borrower is a member under IRC
Section  414(m),  or (d) solely for purposes of Section 302 of ERISA and Section
412  of  the  IRC,  any party subject to ERISA that is a party to an arrangement
with  Borrower and whose employees are aggregated with the employees of Borrower
under  IRC  Section  414(o).

               "ERISA  Event"  means  (a) a Reportable Event with respect to any
                ------------
Benefit  Plan  or Multiemployer Plan, (b) the withdrawal of Borrower, any of its
Subsidiaries or ERISA Affiliates from a Benefit Plan during a plan year in which
it was a "substantial employer" (as defined in Section 4001(a)(2) of ERISA), (c)
the  providing  of  notice  of  intent to terminate a Benefit Plan in a distress
termination  (as  described in Section 4041(c) of ERISA), (d) the institution by
the  PBGC  of proceedings to terminate a Benefit Plan or Multiemployer Plan, (e)
any  event or condition (i) that provides a basis under Section 4042(a)(1), (2),
or  (3)  of  ERISA  for  the  termination of, or the appointment of a trustee to
administer,  any  Benefit Plan or Multiemployer Plan, or (ii) that may result in
termination  of a Multiemployer Plan pursuant to Section 4041A of ERISA, (f) the
partial  or  complete withdrawal within the meaning of Sections 4203 and 4205 of
ERISA,  of  Borrower,  any  of  its  Subsidiaries  or  ERISA  Affiliates  from a
Multiemployer  Plan,  or  (g)  providing  any security to any Plan under Section
401(a)(29)  of  the  IRC  by  Borrower or its Subsidiaries or any of their ERISA
Affiliates.

               "Event  of  Default"  has  the  meaning  set  forth in Section 8.
                ------------------                                    ---------

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

               "Foothill"  has  the  meaning  set  forth in the preamble to this
                --------
Agreement.

               "Foothill  Account"  has  the  meaning  set forth in Section 2.7.
                -----------------                                   -----------

               "Foothill  Expenses" means all:  reasonable, documented, costs or
                ------------------
expenses  (including  taxes,  and  insurance  premiums)  required  to be paid by
Borrower  under any of the Loan Documents that are paid or incurred by Foothill;
fees  or  charges  paid  or  incurred  by Foothill in connection with Foothill's
transactions  with  Borrower,  including,  fees  or  charges  for  photocopying,
notarization, couriers and messengers, telecommunication, public record searches
(including  tax  lien,  litigation, and UCC searches and including searches with
the  patent  and  trademark  office,  the copyright office, or the department of
motor  vehicles),  filing, recording, publication, appraisal (including periodic
Collateral  appraisals),  real  estate  surveys,  real estate title policies and
endorsements,  and environmental audits; costs and expenses incurred by Foothill
in  the  disbursement  of  funds  to  Borrower  (by wire transfer or otherwise);
charges  paid  or  incurred  by  Foothill resulting from the dishonor of checks;
costs  and  expenses  paid  or  incurred  by  Foothill to correct any default or
enforce  any  provision  of  the  Loan  Documents,  or in gaining possession of,
maintaining,  handling,  preserving,  storing,  shipping, selling, preparing for
sale,  or  advertising  to  sell  the  Collateral,  or  any  portion  thereof,
irrespective  of  whether  a  sale  is  consummated;  costs and expenses paid or
incurred  by Foothill in examining Borrower's Books; costs and expenses of third
party  claims  or  any  other  suit paid or incurred by Foothill in enforcing or
defending the Loan Documents or in connection with the transactions contemplated
by the Loan Documents or Foothill's relationship with Borrower or any guarantor;
and  Foothill's  reasonable  attorneys  fees  and expenses incurred in advising,
structuring,  drafting,  reviewing,  administering,  amending,  terminating,
enforcing  (including  attorneys fees and expenses incurred in connection with a
"workout," a "restructuring," or an Insolvency Proceeding concerning Borrower or
any  guarantor of the Obligations), defending, or concerning the Loan Documents,
irrespective  of  whether  suit  is  brought.

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

               "General  Intangibles" means all of Borrower's present and future
                --------------------
general  intangibles  and  other  personal  property (including contract rights,
rights  arising  under common law, statutes, or regulations, choses or things in
action,  goodwill,  patents,  trade names, trademarks, servicemarks, copyrights,
blueprints, drawings, purchase orders, customer lists, monies due or recoverable
from  pension  funds,  route lists, rights to payment and other rights under any
royalty  or  licensing  agreements,  infringement  claims,  computer  programs,
information contained on computer disks or tapes, literature, reports, catalogs,
deposit  accounts,  insurance  premium  rebates,  tax  refunds,  and  tax refund
claims),  other  than  goods,  Accounts,  and  Negotiable  Collateral.

               "Governing  Documents"  means  the  certificate  or  articles  of
                --------------------
incorporation,  by-laws,  or  other organizational or governing documents of any
Person.

               "Hazardous  Materials"  means  (a) substances that are defined or
                --------------------
listed  in,  or  otherwise  classified  pursuant  to,  any  applicable  laws  or
regulations  as  "hazardous  substances,"  "hazardous  materials,"  "hazardous
wastes,"  "toxic substances," or any other formulation intended to define, list,
or classify substances by reason of deleterious properties such as ignitability,
corrosivity,  reactivity,  carcinogenicity,  reproductive  toxicity,  or  "EP
toxicity",  (b)  oil,  petroleum,  or petroleum derived substances, natural gas,
natural  gas liquids, synthetic gas, drilling fluids, produced waters, and other
wastes associated with the exploration, development, or production of crude oil,
natural gas, or geothermal resources, (c) any flammable substances or explosives
or  any  radioactive  materials,  and  (d)  asbestos  in  any form or electrical
equipment  that  contains  any  oil  or  dielectric  fluid  containing levels of
polychlorinated  biphenyls  in  excess  of  50  parts  per  million.

               "Inactive  Subsidiaries"  means  those  subsidiaries  of Borrower
                ----------------------
identified  on  Schedule  I-1  attached  hereto.
                -------------

               "Indebtedness"  means:  (a)  all  obligations  of Borrower or any
                ------------
Subsidiary  of  Borrower  for borrowed money, (b) all obligations of Borrower or
any  Subsidiary  of  Borrower  evidenced  by  bonds, debentures, notes, or other
similar  instruments  and  all reimbursement or other obligations of Borrower or
any Subsidiary of Borrower in respect of letters of credit, bankers acceptances,
interest  rate  swaps,  or  other  financial  products,  (c)  all obligations of
Borrower or any Subsidiary of Borrower under capital leases, (d) all obligations
or  liabilities of others secured by a Lien on any property or asset of Borrower
or  any  Subsidiary  of  Borrower,  irrespective  of  whether such obligation or
liability  is  assumed,  and (e) any obligation of Borrower or any Subsidiary of
Borrower  guaranteeing  or  intended to guarantee (whether guaranteed, endorsed,
co-made,  discounted,  or  sold  with  recourse to Borrower or any Subsidiary of
Borrower)  any  indebtedness,  lease,  dividend,  letter  of  credit,  or  other
obligation  of  any  other  Person.

               "Initial  Reference  Rate"  means a rate equal to 1.25 percentage
                ------------------------
points  above  the  Reference  Rate.

               "Insolvency  Proceeding"  means  any  proceeding  commenced by or
                ----------------------
against any Person under any provision of the Bankruptcy Code or under any other
bankruptcy  or  insolvency law, assignments for the benefit of creditors, formal
or  informal  moratoria,  compositions,  extensions generally with creditors, or
proceedings  seeking  reorganization,  arrangement,  or  other  similar  relief.

               "Intangible  Assets"  means,  with  respect  to  any Person, that
                ------------------
portion  of  the book value of all of such Person's assets that would be treated
as  intangibles  under  GAAP.

               "Inventory"  means  all  present  and  future  inventory in which
                ---------
Borrower  has any interest, including goods and software held for sale, license,
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 document of title representing
any  of  the  above.

               "Inventory  Reserve"  means  a  reserve  in  an  amount equal to,
                ------------------
without  duplication (a) an amount calculated to eliminate overhead allocated to
the Eligible Raw Materials Inventory and Eligible Spare Parts Inventory, and (b)
the  amount  of the inventory reserve set forth in Borrower's general ledger and
calculated  in  accordance  with  its  historical  practices.

               "Investment Property" means "investment property" as that term is
                -------------------
defined  in  Section 9115 of the Code (including the shares of stock of domestic
subsidiaries  of  Borrower,  exclusive,  however,  of  Borrower's  interest  in
Concurrent  Nippon  and  exclusive,  however,  of  34%  of  the stock of each of
Borrower's  controlled  foreign  subsidiaries).

               "IRC"  means  the  Internal Revenue Code of 1986, as amended, and
                ---
the  regulations  thereunder.

               "LIBOR  Supplement" means that certain LIBOR Supplement, dated as
                -----------------
of  the  date  hereof,  between Borrower and Foothill, which supplement shall be
substantially  in  the  form  of  Exhibit  L-1  attached  hereto.
                                  ------------

               "L/C"  has  the  meaning  set  forth  in  Section  2.2(a).
                ---                                      ---------------

               "L/C  Guaranty"  has  the  meaning  set  forth in Section 2.2(a).
                -------------                                    --------------

               "Letter  of  Credit"  means  an  L/C  or  an L/C Guaranty, as the
                ------------------
context  requires.

               "Letter  of Credit Usage" means the sum of (a) the undrawn amount
                -----------------------
of  outstanding  Letters  of Credit plus (b) the amount of unreimbursed drawings
                                    ----
under  Letters  of  Credit.

               "Lien" means any interest in property securing an obligation owed
                ----
to, or a claim by, any Person other than the owner of the property, whether such
interest  shall  be  based on the common law, statute, or contract, whether such
interest  shall  be  recorded  or  perfected, and whether such interest shall be
contingent  upon  the occurrence of some future event or events or the existence
of  some  future  circumstance  or circumstances, including the lien or security
interest  arising  from  a  mortgage,  deed  of  trust,  encumbrance,  pledge,
hypothecation,  assignment,  deposit  arrangement,  security  agreement, adverse
claim  or  charge,  conditional  sale  or  trust  receipt,  or  from  a  lease,
consignment,  or bailment for security purposes and also including reservations,
exceptions,  encroachments,  easements,  rights-of-way,  covenants,  conditions,
restrictions, leases, and other title exceptions and encumbrances affecting Real
Property.

               "Liquidity" means, as of any date of determination, the aggregate
                ---------
amount  of  Borrower's  unrestricted  cash,  cash equivalents, and Availability.

               "Liquidity  Conditions"  means,  as of any date of determination,
                ---------------------
that:  (a) Borrower's Liquidity is not less than $2,500,000; and (b) no Event of
Default  has  occurred  and  is  continuing.

               "Loan  Account"  has  the  meaning  set  forth  in  Section 2.10.
                -------------                                      ------------

               "Loan Documents" means this Agreement, the Letters of Credit, the
                --------------
Lockbox  Agreements,  the  Stock  Pledge  Agreement,  the  Copyright  Security
Agreement,  the Patent Security Agreement, the Trademark Security Agreement, the
Source  Code  Escrow Agreement, the Acknowledgement Agreement, any note or notes
executed  by  Borrower  and payable to Foothill, and any other agreement entered
into,  now  or in the future, in connection with this Agreement, in each case as
such  may  be  amended  from  time  to  time.

               "Lockbox  Account"  shall  mean  a depositary account established
                ----------------
pursuant  to  one  of  the  Lockbox  Agreements.

               "Lockbox  Agreements"  means  those  certain  Lockbox  Operating
                -------------------
Procedural  Agreements  and those certain Depository Account Agreements, in form
and  substance  satisfactory  to  Foothill,  each  of  which  is among Borrower,
Foothill,  and  one  of  the  Lockbox  Banks.

               "Lockbox  Banks"  means  Wells  Fargo  Bank  and  Chemical  Bank.
                --------------

               "Lockboxes"  has  the  meaning  set  forth  in  Section  2.7.
                ---------                                      ------------

               "Material  Adverse Change" means (a) a material adverse change in
                ------------------------
the  business, prospects, operations, results of operations, assets, liabilities
or  condition  (financial or otherwise) of Borrower, (b) the material impairment
of  Borrower's  ability  to  perform its obligations under the Loan Documents to
which  it  is  a party or of Foothill to enforce the Obligations or realize upon
the  Collateral, (c) a material adverse effect on the value of the Collateral or
the  amount that Foothill would be likely to receive (after giving consideration
to  delays  in  payment  and  costs  of  enforcement) in the liquidation of such
Collateral,  or  (d)  a  material impairment of the priority of Foothill's Liens
with  respect  to  the  Collateral.

               "Maximum  Revolving  Amount"  means  $8,000,000.
                --------------------------

               "Maximum  Amount"  means  $13,000,000.
                ---------------

               "Multiemployer  Plan" means a "multiemployer plan" (as defined in
                -------------------
Section  4001(a)(3) of ERISA) to which Borrower, any of its Subsidiaries, or any
ERISA Affiliate has contributed, or was obligated to contribute, within the past
six  years.

               "Negotiable  Collateral"  means  all  of  a  Person's present and
                ----------------------
future  letters  of  credit,  notes,  drafts,  instruments, Investment Property,
documents, personal property leases (wherein such Person is the lessor), chattel
paper,  and  Borrower's  Books  relating  to  any  of  the  foregoing.

               "Obligations"  means  all  loans,  Advances,  debts,  principal,
                -----------
interest  (including any interest that, but for the provisions of the Bankruptcy
Code,  would  have  accrued),  contingent  reimbursement  obligations  under any
outstanding  Letters of Credit, premiums (including Early Termination Premiums),
liabilities  (including  all amounts charged to Borrower's Loan Account pursuant
hereto),  obligations, fees, charges, costs, or Foothill Expenses (including any
fees or expenses that, but for the provisions of the Bankruptcy Code, would have
accrued), lease payments, guaranties, covenants, and duties owing by Borrower to
Foothill  of  any  kind and description (whether pursuant to or evidenced by the
Loan Documents or pursuant to any other agreement between Foothill and Borrower,
and  irrespective  of  whether  for  the  payment  of  money), whether direct or
indirect,  absolute  or  contingent,  due  or  to  become  due,  now existing or
hereafter  arising,  and including any debt, liability, or obligation owing from
Borrower  to  others that Foothill may have obtained by assignment or otherwise,
and  further  including all interest not paid when due and all Foothill Expenses
that  Borrower is required to pay or reimburse by the Loan Documents, by law, or
otherwise.

               "Overadvance"  has  the  meaning  set  forth  in  Section  2.5.
                -----------                                      ------------

               "Participant"  means  any  Person  to  which  Foothill has sold a
                -----------
participation  interest  in  its  rights  under  the  Loan  Documents.

               "Patent  Security  Agreement"  means  that  certain  security
                ---------------------------
agreement,  dated as of June 29, 1995, as such may be amended from time to time,
between  Borrower  and  Foothill.

               "PBGC"  means the Pension Benefit Guaranty Corporation as defined
                ----
in  Title  IV  of  ERISA,  or  any  successor  thereto.

Nippon  Steel  lien  on  all  of  Borrower's  assets  sheduled  on Schedule P-1.
               "Permitted Liens" means (a) Liens held by Foothill, (b) Liens for
                ---------------
unpaid taxes that either (i) are not yet due and payable or (ii) are the subject
of  Permitted Protests, (c) Liens set forth on Schedule P-1 attached hereto, (d)
                                               ------------
(i)  the  interests  of  lessors under operating leases, and (ii) purchase money
Liens  and  the interests of lessors under capital leases to the extent that the
acquisition or lease of the underlying asset is permitted under Section 7.22 and
                                                                ------------
so  long  as  the Lien only attaches to the asset purchased or acquired and only
secures  the  purchase price of the asset, (e) Liens arising by operation of law
in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers,
or suppliers, incurred in the ordinary course of business of Borrower and not in
connection  with the borrowing of money, and which Liens either (i) are for sums
not  yet  due  and  payable,  or (ii) are the subject of Permitted Protests, (f)
Liens  arising  from  deposits  made  in  connection  with  obtaining  worker's
compensation  or  other  unemployment insurance, (g) Liens or deposits to secure
performance  of  bids,  tenders,  or  leases (to the extent permitted under this
Agreement),  incurred  in the ordinary course of business of Borrower and not in
connection  with the borrowing of money, (h) Liens arising by reason of security
for  surety  or appeal bonds in the ordinary course of business of Borrower, (i)
Liens  of  or  resulting from any judgment or award that reasonably could not be
expected to result in a Material Adverse Change and as to which the time for the
appeal  or petition for rehearing of which has not yet expired, or in respect of
which Borrower is in good faith prosecuting an appeal or proceeding for a review
and  in  respect  of which a stay of execution pending such appeal or proceeding
for  review  has  been  secured,  and  (j)  with  respect  to any Real Property,
easements,  rights  of  way,  zoning and similar covenants and restrictions, and
similar  encumbrances that customarily exist on properties of Persons engaged in
similar  activities  and  similarly  situated  and  that  in  any  event  do not
materially  interfere  with  or impair the use or operation of the Collateral by
Borrower  or  the  value  of  Foothill's  Lien thereon or therein, or materially
interfere  with  the  ordinary  conduct  of  the  business  of  Borrower.

               "Permitted Protest" means the right of Borrower or any Subsidiary
                -----------------
of  Borrower  to  protest  any  Lien  other  than any such Lien that secures the
Obligations,  tax  (other  than payroll taxes or taxes that are the subject of a
United States federal tax lien), or rental payment, pro-vided that (a) a reserve
with  respect to such obligation is established on the books of Borrower or such
Subsidiary  in  an  amount  that is reasonably satisfactory to Foothill, (b) any
such  protest  is  instituted  and  diligently  prosecuted  by  Borrower or such
Subsidiary  in  good  faith,  and (c) Foothill is satisfied that, while any such
protest is pending, there will be no impairment of the enforceability, validity,
or  priority  of  any  of  the  Liens  of  Foothill  in  and  to the Collateral.

               "Person"  means  and  includes  natural  persons,  corporations,
                ------
limited liability companies, limited partnerships, general partnerships, limited
liability partnerships, joint ventures, trusts, land trusts, business trusts, or
other  organizations,  irrespective  of  whether  they  are  legal entities, and
governments  and  agencies  and  political  subdivisions  thereof.

               "Plan"  means  any employee benefit plan, program, or arrangement
                ----
maintained  or  contributed to by Borrower or with respect to which it may incur
liability.

               "Qualified  Transaction" means a sale of all or substantially all
                ----------------------
of  the  assets  of  Borrower,  a  merger  wherein Borrower is not the surviving
entity,  or  a  sale  of  all or substantially all of the issued and outstanding
capital  stock  of  Borrower.

               "Real  Property"  means any estates or interests in real property
                --------------
now  owned  or  hereafter  acquired  by  Borrower.

               "Reference  Rate" means the variable rate of interest, per annum,
                ---------------
most  recently announced by Norwest Bank Minnesota, National Association, or any
successor  thereto,  as  its "base rate," irrespective of whether such announced
rate  is  the  best  rate  available  from  such  financial  institution.

               "Renewal  Date"  has  the  meaning  set  forth  in  Section  3.4.
                -------------                                      ------------

               "Reportable  Event"  means any of the events described in Section
                -----------------
4043(c)  of ERISA or the regulations thereunder other than a Reportable Event as
to  which the provision of 30 days notice to the PBGC is waived under applicable
regulations.

               "Retiree  Health  Plan"  means an "employee welfare benefit plan"
                ---------------------
within  the  meaning  of  Section  3(1)  of  ERISA  that  provides  benefits  to
individuals  after  termination  of  their employment, other than as required by
Section  601  of  ERISA.

               "Service  Contract"  means  a  contract  relative  to  Borrower's
                -----------------
provision  of  maintenance  (full maintenance, software only, or hardware only),
consulting  (professional  advice,  skill  enhancement,  or training), or repair
services.

               "Solvent" means, with respect to any Person on a particular date,
                -------
that  on  such  date (a) at fair valuations, all of the properties and assets of
such  Person  are  greater  than  the  sum  of  the  debts, including contingent
liabilities,  of  such  Person,  (b)  the  present  fair  salable  value  of the
properties  and  assets  of such Person is not less than the amount that will be
required  to  pay  the  probable  liability  of such Person on its debts as they
become  absolute  and  matured,  (c)  such  Person  is  able to realize upon its
properties  and  assets  and  pay  its  debts  and other liabilities, contingent
obligations  and  other  commitments  as  they  mature  in  the normal course of
business, (d) such Person does not intend to, and does not believe that it will,
incur  debts  beyond  such Person's ability to pay as such debts mature, and (e)
such  Person  is  not  engaged in business or a transaction, and is not about to
engage  in  business  or  a  transaction, for which such Person's properties and
assets  would  constitute  unreasonably  small  capital  after  giving  due
consideration  to  the prevailing practices in the industry in which such Person
is  engaged.  In  computing the amount of contingent liabilities at any time, it
is  intended that such liabilities will be computed at the amount that, in light
of  all the facts and circumstances existing at such time, represents the amount
that  reasonably  can  be  expected  to  become  an actual or matured liability.

               "Source  Code  Escrow  Agreement"  means that certain Source Code
                -------------------------------
Escrow  Agreement,  dated  as of September 20, 1995, as such may be amended from
time  to  time, among Borrower, Foothill and a third party escrowholder, in form
and  substance  satisfactory  to  Foothill.

               "Stock"  means  all  shares,  options,  warrants,  interests,
                -----
participations,  or  other equivalents (regardless of how designated) of or in a
corporation  or equivalent entity, whether voting or nonvoting, including common
stock,  preferred stock, or any other "equity security" (as such term is defined
in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under
the  Exchange  Act).

               "Stock  Pledge  Agreement"  means  that  certain  Stock  Pledge
                ------------------------
Agreement,  dated as of June 29, 1995, as such may be amended from time to time,
between  Borrower  and  Foothill.

               "Subsidiary"  of  a  Person  means a corporation, partnership, or
                ----------
other  entity  in  which that Person directly or indirectly owns or controls the
shares of Stock having ordinary voting power to elect a majority of the board of
directors  (or  appoint  other  comparable  managers)  of  such  corpora-tion,
partnership,  limited  liability company, or other entity.  The foregoing to the
contrary  notwithstanding,  neither  the  Inactive  Subsidiaries  nor Concurrent
Nippon  shall be "Subsidiaries" for purposes of this Agreement or the other Loan
Documents,  other  than  for  purposes  of  financial  reporting  covenants  and
financial  performance  covenants.

               "Tangible  Net Worth" means, as of any date of determination, the
                -------------------
difference  of (a) Borrower's total stockholder's equity, prior to the effect of
cumulative  translation  adjustments,  minus (b) the sum of:  (i) all Intangible
                                       -----
Assets  of  Borrower,  (ii)  all  of  Borrower's prepaid expenses, and (iii) all
amounts  due  to  Borrower  from  Affiliates,  in  each  case  calculated  on  a
consolidated  basis  in  accordance  with  GAAP.

               "Target  EBITDA"  has  the  meaning set forth in Section 2.11(c).
                --------------                                  ---------------

               "Trademark  Security  Agreement"  means  that  certain  security
                ------------------------------
agreement,  dated as of June 29, 1995, as such may be amended from time to time,
between  Borrower  and  Foothill.

               "Voidable  Transfer"  has  the meaning set forth in Section 15.8.
                ------------------                                 ------------

               "Working  Capital"  means  the result of subtracting Consolidated
                ----------------
Current  Liabilities  from  Consolidated  Current  Assets.

          1.2     ACCOUNTING  TERMS.  All  accounting  terms  not  specifically
defined  herein  shall  be construed in accordance with GAAP.  When used herein,
the  term  "financial statements" shall include the notes and schedules thereto.
Whenever  the  term  "Borrower"  is used in respect of a financial covenant or a
related  definition,  it  shall be understood to mean Borrower on a consolidated
basis  unless  the  context  clearly  requires  otherwise.  If  any  changes  in
accounting  principles  from  those  used  in  the  preparation of the financial
statements  referred  to  in  this  Agreement  are  hereafter  occasioned by the
promulgation  of rules, regulations, pronouncements, or opinions of, or required
by,  the  Financial  Accounting  Standards  Board  or  the American Institute of
Certified  Public  Accountants  (or  successors thereto or agencies with similar
functions),  or  there  shall  occur  any  change  in  Borrower's fiscal periods
permitted  hereunder  and, as a result of any such changes, there shall result a
change  in  the  method  of calculating any of the financial covenants, negative
covenants, standards, or other terms or conditions found in this Agreement, then
the  parties  hereto  agree  to  enter  into negotiations in order to amend such
provisions  and  the  definition  of  "GAAP"  set  forth in Section 1.1 so as to
                                                            -----------
equitably  reflect  such  changes  with the desired result that the criteria for
evaluating the financial condition of Borrower and its Subsidiaries shall be the
same  after  such  changes  as  if  such  changes  had  not  been  made.

          1.3     CODE.  Any  terms  used  in this Agreement that are defined in
the  Code  shall  be  construed  and  defined  as  set  forth in the Code unless
otherwise  defined  herein.

          1.4     CONSTRUCTION.  Unless  the  context  of this Agreement clearly
requires otherwise, references to the plural include the singular, references to
the  singular  include the plural, the term "including" is not limiting, and the
term  "or"  has,  except  where  otherwise  indicated,  the  inclusive  meaning
represented  by  the  phrase  "and/or."  The words "hereof," "herein," "hereby,"
"hereunder,"  and  similar  terms in this Agreement refer to this Agreement as a
whole  and  not  to  any  particular  provision  of this Agreement.  An Event of
Default shall "continue" or be "continuing" until such Event of Default has been
waived  in  writing  by  Foothill.  Section,  subsection,  clause, schedule, and
exhibit  references  are  to  this  Agreement  unless  otherwise specified.  Any
reference in this Agreement or in the Loan Documents to this Agreement or any of
the  Loan  Documents  shall  include  all  alterations,  amendments,  changes,
extensions,  modifications,  renewals,  replacements,  substitutions,  and
supplements,  thereto  and  thereof,  as  applicable.

          1.5     SCHEDULES  AND  EXHIBITS.  All  of  the schedules and exhibits
attached  to  this  Agreement  shall be deemed incorporated herein by reference.

     2.          LOAN  AND  TERMS  OF  PAYMENT.

          2.1          REVOLVING  ADVANCES.

               (a)     Subject  to  the  terms and conditions of this Agreement,
Foothill agrees to make revolving advances ("Advances") to Borrower in an amount
outstanding  not  to  exceed  at  any  one  time  the  lesser of (i) the Maximum
Revolving  Amount,  or  (ii) the Borrowing Base less the aggregate amount of the
                                                ----
Inventory Reserves.  For purposes of this Agreement, "Borrowing Base," as of any
date  of  determination,  shall  mean  the  result  of:

                    (w) the lower of (i) 80% of the amount of Eligible Accounts,
less  the  amount,  if any, of the Dilution Reserve, and (ii) an amount equal to
----
75%  of  Borrower's  domestic  Collections  with  respect  to  Accounts  for the
--
immediately  preceding  90  day  period;  plus

                    (x)  the  lower  of (i) $1,500,000, and (ii) 80% of Eligible
Unearned  Service  Accounts;  plus
                              ----

                    (y)  the  lowest of (i) the sum of (1) the value of Eligible
Raw  Materials  Inventory  plus the value of Eligible Spare Parts Inventory less
                           ----                                             ----
the  amount  of the Inventory Reserve, times (2) 25%, (ii) 133% of the amount of
                                       -----
credit  availability  created  by clauses (w) and (x) above, and (iii) $500,000;
                                  -------------------
less

                    (z)     the  aggregate  amount  of  reserves,  if  any,
established  by  Foothill  under  Section  2.1(b).
                                  ---------------

               (b)     Anything  to  the  contrary  in  Section  2.1(a)  above
                                                        ---------------
notwith-standing,  Foothill  may  create  reserves against or reduce its advance
rates  based  upon  Eligible Accounts or Eligible Inventory without declaring an
Event  of  Default  if  it determines that there has occurred a Material Adverse
Change.

               (c)     Foothill  shall  have  no  obligation  to  make  Advances
hereunder to the extent they would (i) cause the outstanding Advances under this
Section  to  exceed  the Maximum Revolving Amount, or (ii) cause the outstanding
Obligations  to  exceed  the  Maximum  Amount.

               (d)     Amounts  borrowed  pursuant  to  this  Section 2.1 may be
                                                              -----------
repaid and, subject to the terms and conditions of this Agreement, reborrowed at
any  time  during  the  term  of  this  Agreement.

          2.2          LETTERS  OF  CREDIT.

               (a)     Subject  to  the  terms and conditions of this Agreement,
Foothill  agrees to provide a $5,000,000 facility for the issuance of letters of
credit  for  the  account of Borrower (each, an "L/C") or to issue guarantees of
payment  (each  such  guaranty,  an  "L/C  Guaranty") with respect to letters of
credit  issued  by  an issuing bank for the account of Borrower.  Foothill shall
have  no  obligation  to  issue a Letter of Credit if any of the following would
result:

                    (i)   Letter  of  Credit  Usage  would exceed the 20% of the
amount  of  Annualized  Service  Revenues  less  Deferred  Revenue;  or
                                           ----

                    (ii)  the  aggregate  amount  of all undrawn or unreimbursed
Letters  of  Credit  would  exceed  $5,000,000;  or

                    (iii)     the  outstanding  Obligations  would  exceed  the
Maximum  Amount.

Borrower expressly understands and agrees that Foothill shall have no obligation
to  arrange  for the issuance by issuing banks of the letters of credit that are
to  be  the  subject  of  L/C Guarantees.  Borrower and Foothill acknowledge and
agree  that  certain  of the letters of credit that are to be the subject of L/C
Guarantees  may be outstanding on the Closing Date.  Each Letter of Credit shall
have  an  expiry  date  no  later  than  60 days prior to the date on which this
Agreement  is  scheduled  to  terminate under Section 3.4 (without regard to any
                                              -----------
potential  renewal  term)  and  all  such Letters of Credit shall be in form and
substance  acceptable  to  Foothill  in  its  sole  discretion.  If  Foothill is
obligated  to advance funds under a Letter of Credit, Borrower immediately shall
reimburse such amount to Foothill and, in the absence of such reimbursement, the
amount  so  advanced  immediately  and  automatically  shall  be deemed to be an
Advance  hereunder  and,  thereafter,  shall  bear  interest  at  the  rate then
applicable  to  Advances  under  Section  2.6.
                                 ------------

               (b)     Borrower  hereby  agrees  to indemnify, save, defend, and
hold  Foothill  harmless  from  any loss, cost, expense, or liability, including
payments  made  by Foothill, expenses, and reasonable attorneys fees incurred by
Foothill  arising  out  of or in connection with any Letter of Credit.  Borrower
agrees  to be bound by the issuing bank's regulations and interpretations of any
Letters of Credit guarantied by Foothill and opened to or for Borrower's account
or  by  Foothill's  interpretations  of  any  L/C  issued  by Foothill to or for
Borrower's  account,  even  though  this  interpretation  may  be different from
Borrower's  own,  and Borrower understands and agrees that Foothill shall not be
liable for any error, negligence, or mistake, whether of omission or commission,
in  following Borrower's instructions or those contained in the Letter of Credit
or  any modifications, amendments, or supplements thereto.  Borrower understands
that  the  L/C Guarantees may require Foothill to indemnify the issuing bank for
certain  costs  or  liabilities  arising  out of claims by Borrower against such
issuing  bank.  Borrower  hereby  agrees  to  indemnify,  save, defend, and hold
Foothill  harmless with respect to any loss, cost, expense (including reasonable
attorneys  fees),  or liability incurred by Foothill under any L/C Guaranty as a
result  of  Foothill's  indemnification  of  any  such  issuing  bank.

               (c)     Borrower  hereby  authorizes  and  directs  any bank that
issues  a  letter  of  credit  guaranteed by Foothill to deliver to Foothill all
instruments,  documents, and other writings and property received by the issuing
bank  pursuant  to such letter of credit, and to accept and rely upon Foothill's
instructions  and  agreements  with respect to all matters arising in connection
with such letter of credit and the related application.  Borrower may or may not
be  the  "applicant"  or  "account party" with respect to such letter of credit.

               (d)     Any  and  all  charges,  commissions,  fees,  and  costs
incurred  by  Foothill  relating to the letters of credit guaranteed by Foothill
shall  be  considered  Foothill  Expenses  for  purposes  of  this Agreement and
immediately  shall  be  reimbursable  by  Borrower  to  Foothill.

               (e)     Immediately  upon  the  termination  of  this  Agreement,
Borrower  agrees to either (i) provide cash collateral to be held by Foothill in
an  amount  equal  to 105% of the maximum amount of Foothill's obligations under
Letters  of Credit, or (ii) cause to be delivered to Foothill releases of all of
Foothill's  obligations  under  outstanding  Letters  of  Credit.  At Foothill's
discretion, any proceeds of Collateral received by Foothill after the occurrence
and  during  the  continuation  of  an  Event of Default may be held as the cash
collateral  required  by  this  Section  2.2(e).
                                ---------------

               (f)  If  by  reason  of  (i)  any  change  in any applicable law,
treaty,  rule,  or regulation or any change in the interpretation or application
by  any  governmental  authority  of  any  such applicable law, treaty, rule, or
regulation,  or  (ii)  compliance  by  the  issuing  bank  or  Foothill with any
direction,  request, or requirement (irrespective of whether having the force of
law)  of  any  governmental  authority  or monetary authority including, without
limitation, Regulation D of the Board of Governors of the Federal Reserve System
as  from  time  to  time  in  effect  (and  any  successor  thereto):

                    (1)     any  reserve,  deposit, or similar requirement is or
shall  be  imposed  or  modified  in  respect  of  any  Letters of Credit issued
hereunder,  or

                    (2)     there  shall  be  imposed  on  the  issuing  bank or
Foothill  any  other  condition  regarding  any  letter  of credit, or Letter of
Credit,  as  applicable,  issued  pursuant  hereto;

and the result of the foregoing is to increase, directly or indirectly, the cost
to the issuing bank or Foothill of issuing, making, guaranteeing, or maintaining
any  letter  of  credit,  or  Letter  of Credit, as applicable, or to reduce the
amount receivable in respect thereof by such issuing bank or Foothill, then, and
in any such case, Foothill may, at any time within a reasonable period after the
additional  cost is incurred or the amount received is reduced, notify Borrower,
and  Borrower  shall  pay on demand such amounts as the issuing bank or Foothill
may  specify to be necessary to compensate the issuing bank or Foothill for such
additional  cost  or reduced receipt, together with interest on such amount from
the  date  of such demand until payment in full thereof at the rate set forth in
Section  2.6(a)(i)  or  (c)(i), as applicable.  The determination by the issuing
 -----------------------------
bank or Foothill, as the case may be, of any amount due pursuant to this Section
 -                                                                       -------
2.2(f),  as  set forth in a certificate setting forth the calculation thereof in
------
reasonable  detail,  shall, in the absence of manifest or demonstrable error, be
final  and  conclusive  and  binding  on  all  of  the  parties  hereto.

          2.3          [INTENTIONALLY  OMITTED]

          2.4          [INTENTIONALLY  OMITTED]

          2.5     OVERADVANCES.  If,  at  any time or for any reason, the amount
of  Obligations  owed by Borrower to Foothill pursuant to Section 2.1 and 2.2 is
                                                          -------------------
greater  than  either  the Dollar or percentage limitations set forth in Section
                                                                         -------
2.1  and  2.2 (an "Overadvance"), Borrower immediately shall pay to Foothill, in
-------------
cash,  the  amount  of  such  excess  to  be  used by Foothill to repay Advances
outstanding  under  Section 2.1, and, thereafter, to be held by Foothill as cash
                    -----------
collateral  to  secure  Borrower's  obligation to repay Foothill for all amounts
paid  pursuant  to  Letters  of  Credit.

          2.6     INTEREST  AND  LETTER  OF  CREDIT  FEES:  RATES, PAYMENTS, AND
CALCULATIONS.

               (a)          Interest  Rate.

                    (i)     Reference  Rate.  Except  as  provided in clause (c)
                            ---------------
below,  all  Obligations  (except  for  undrawn  Letters  of  Credit) shall bear
interest  at  a  per  annum  rate  equal  to  the  Adjusted  Reference  Rate.

                    (ii)     LIBOR Rate.  With respect to all Obligations and in
                             ----------
lieu  of  having interest charged at the Adjusted Reference Rate, Borrower shall
have  the "LIBOR Option", as defined in, and subject to the terms and conditions
of,  the LIBOR Supplement, which by this reference hereby is incorporated herein
in  full  and  made  a  part  hereof.

               (b)     Letter  of Credit Fee.  Borrower shall pay Foothill a fee
(in  addition  to the charges, commissions, fees, and costs set forth in Section
                                                                         -------
2.2(d))  equal  to  1.50%  per  annum  times the aggregate undrawn amount of all
------
outstanding  Letters  of  Credit.

               (c)     Default  Rate.  Upon  the  occurrence  and  during  the
continuation  of  an  Event  of Default, (i) all Obligations (except for undrawn
Letters  of  Credit)  shall  bear  interest  at  a  per annum rate equal to 5.00
percentage  points  above (1) the Adjusted Reference Rate, or (2) in the case of
any  "LIBOR  Rate  Loan"  (as  defined in the LIBOR Supplement), the then extant
"Adjusted  LIBOR Rate" (as defined in the LIBOR Supplement), and (ii) the Letter
of  Credit  fee  provided in Section 2.6(b) shall be increased to 6.5% per annum
                             --------------
times  the  amount of the undrawn Letters of Credit that were outstanding during
the  immediately  preceding  month.

               (d)     Minimum Interest.  In no event shall the rate of interest
chargeable  hereunder  for  any day be less than 7.00% per annum.  To the extent
that  interest accrued hereunder at the rate set forth herein would be less than
the  foregoing  minimum  daily  rate, the interest rate chargeable hereunder for
such  day  automatically  shall be deemed increased to the minimum rate.  To the
extent  that  interest accrued hereunder at the rate set forth herein (including
the  minimum  interest rate) would yield less than the foregoing minimum amount,
the  interest rate chargeable hereunder for the period in question automatically
shall  be  deemed increased to that rate that would result in the minimum amount
of  interest  being  accrued  and  payable  hereunder.

               (e)     Payments.  Interest  and  Letter  of  Credit fees payable
hereunder  shall  be due and payable, in arrears, on the first day of each month
during  the  term  hereof.  Borrower  hereby authorizes Foothill, at its option,
without  prior  notice to Borrower, to charge such interest and Letter of Credit
fees,  all  Foothill  Expenses  (as  and  when  incurred),  the fees and charges
provided  for  in  Section  2.11  (as  and  when  accrued  or incurred), and all
                   -------------
installments  or  other  payments due under any Loan Document to Borrower's Loan
Account,  which  amounts  thereafter  shall  accrue  interest  at  the rate then
applicable  to  Advances  hereunder.  Any  interest  not  paid when due shall be
compounded  and  shall thereafter accrue interest at the rate then applicable to
Advances  hereunder.

               (f)     Computation.  The  Reference  Rate as of the date of this
Agreement  is  8.50% per annum.  In the event the Reference Rate is changed from
time  to time hereafter, the applicable rate of interest hereunder automatically
and  immediately  shall  be  increased  or  decreased by an amount equal to such
change  in  the Reference Rate.  All interest and fees chargeable under the Loan
Documents shall be computed on the basis of a 360 day year for the actual number
of  days  elapsed.

               (g)  Intent to Limit Charges to Maximum Lawful Rate.  In no event
shall  the  interest  rate or rates payable under this Agreement, plus any other
amounts  paid  in connection herewith, exceed the highest rate permissible under
any  law that a court of competent jurisdiction shall, in a final determination,
deem  applicable.  Borrower  and  Foothill,  in  executing  and  delivering this
Agreement, intend legally to agree upon the rate or rates of interest and manner
of  payment stated within it; provided, however, that, anything contained herein
                              --------  -------
to  the contrary notwithstanding, if said rate or rates of interest or manner of
payment  exceeds the maximum allowable under applicable law, then, ipso facto as
                                                                   ---- -----
of  the  date  of  this  Agreement, Borrower is and shall be liable only for the
payment of such maximum as allowed by law, and payment received from Borrower in
excess  of such legal maximum, whenever received, shall be applied to reduce the
principal  balance  of  the  Obligations  to  the  extent  of  such  excess.

          2.7     COLLECTION  OF ACCOUNTS.  Borrower shall at all times maintain
lockboxes  (the  "Lockboxes")  and,  immediately  after  the Closing Date, shall
instruct  all Account Debtors with respect to the Accounts, General Intangibles,
and  Negotiable  Collateral  of  Borrower  to  remit  all Collections in respect
                                                      ---
thereof  to  such  Lockboxes.  Borrower,  Foothill,  and the Lockbox Banks shall
enter  into  the  Lockbox Agreements, which among other things shall provide for
the  opening  of  a  Lockbox Account for the deposit of Collections at a Lockbox
Bank.  Borrower  agrees  that  all  Collections  and  other  amounts received by
Borrower  from  any  Account Debtor or any other source immediately upon receipt
shall  be deposited into a Lockbox Account.  No Lockbox Agreement or arrangement
contemplated  thereby  shall  be  modified by Borrower without the prior written
consent  of Foothill.  Upon the terms and subject to the conditions set forth in
the  Lockbox  Agreements,  all amounts received in each Lockbox Account shall be
wired  each  Business Day into an account (the "Foothill Account") maintained by
Foothill  at  a  depositary  selected  by  Foothill.

          2.8     CREDITING  PAYMENTS;  APPLICATION OF COLLECTIONS.  The receipt
of  any  Collections  by  Foothill  (whether  from  transfers to Foothill by the
Lockbox Banks pursuant to the Lockbox Agreements or otherwise) immediately shall
be  applied  provisionally  to  reduce the Obligations outstanding under Section
                                                                         -------
2.1,  but  shall  not  be considered a payment on account unless such Collection
item  is  a  wire transfer of immediately available federal funds and is made to
the  Foothill  Account  or unless and until such Collection item is honored when
presented  for  payment.  From  and  after  the  Closing Date, Foothill shall be
entitled to charge Borrower for 2 Business Days of `clearance' or `float' at the
rate  set forth in Section 2.6(a)(i) or Section 2.6(c)(i), as applicable, on all
                   -----------------    -----------------
Collections  that  are  received by Foothill (regardless of whether forwarded by
the  Lockbox  Banks  to  Foothill,  whether  provisionally applied to reduce the
Obligations  under Section 2.1, or otherwise).  This across-the-board 2 Business
                   -----------
Day  clearance or float charge on all Collections is acknowledged by the parties
to  constitute  an  integral  aspect  of  the pricing of Foothill's financing of
Borrower,  and  shall  apply  irrespective  of  the  characterization of whether
receipts  are  owned  by  Borrower or Foothill, and whether or not there are any
outstanding  Advances,  the  effect  of such clearance or float charge being the
equivalent  of charging 2 Business Days of interest on such Collections.  Should
any  Collection  item  not  be honored when presented for payment, then Borrower
shall  be  deemed  not  to  have  made  such  payment,  and  interest  shall  be
recalculated  accordingly.  Anything  to  the  contrary  contained  herein
notwithstanding,  any  Collection item shall be deemed received by Foothill only
if it is received into the Foothill Account on a Business Day on or before 11:00
a.m.  California  time.  If  any  Collection  item is received into the Foothill
Account  on a non-Business Day or after 11:00 a.m. California time on a Business
Day,  it  shall be deemed to have been received by Foothill as of the opening of
business  on  the  immediately  following  Business  Day.

          2.9     DESIGNATED  ACCOUNT.  Foothill  is  authorized  to  make  the
Advances and the Letters of Credit under this Agreement based upon telephonic or
other  instructions  received from anyone purporting to be an Authorized Person,
or  without  instructions  if  pursuant  to  Section 2.6(e).  Borrower agrees to
                                             --------------
establish  and  maintain the Designated Account with the Designated Account Bank
for  the purpose of receiving the proceeds of the Advances requested by Borrower
and  made  by  Foothill  hereunder.  Unless  otherwise  agreed  by  Foothill and
Borrower, any Advance requested by Borrower and made by Foothill hereunder shall
be  made  to  the  Designated  Account.

          2.10     MAINTENANCE  OF  LOAN  ACCOUNT;  STATEMENTS  OF  OBLIGATIONS.
Foothill  shall  maintain  an  account on its books in the name of Borrower (the
"Loan  Account")  on  which  Borrower  will be charged with all Advances made by
Foothill  to  Borrower  or  for Borrower's account, including, accrued interest,
Foothill Expenses, and any other payment Obligations of Borrower.  In accordance
with  Section  2.8, the Loan Account will be credited with all payments received
      ------------
by  Foothill  from  Borrower  or  for  Borrower's account, including all amounts
received  in  the Foothill Account from any Lockbox Bank.  Foothill shall render
statements  regarding  the  Loan  Account  to  Borrower,  including  principal,
interest,  fees,  and  including  an  itemization  of  all  charges and expenses
constituting  Foothill Expenses owing, and such statements shall be conclusively
presumed  to  be  correct  and accurate and constitute an account stated between
Borrower  and Foothill unless, within 30 days after receipt thereof by Borrower,
Borrower  shall  deliver  to  Foothill  written objection thereto describing the
error  or  errors  contained  in  any  such  statements.

          2.11          FEES. Borrower shall pay to Foothill the following fees:

               (a)     Unused  Line  Fee.  On the first day of each month during
the  term  of this Agreement, an unused line fee in an amount equal to 0.25% per
annum  times  the  Average  Unused  Portion  of  the  Maximum  Revolving Amount.

               (b)     Financial Examination, Appraisal, and Documentation Fees;

                    (i)     Foothill's  customary  fee  of  $650  per  day  per
examiner,  plus  out-of-pocket  expenses  for  each  financial  analysis  and
examination  (i.e.,  audits)  of  Borrower  performed  by  personnel employed by
Foothill  plus  all  actual charges paid or incurred by Foothill if it elects to
          ----
employ  the  services  of  one  or  more third Persons to perform such audits of
Borrower;  provided,  however,  that so long as no Event of Default has occurred
           --------   -------
and is continuing, Foothill's audit fees and charges shall not exceed $20,000 in
the  aggregate  in  each  fiscal  year  of  Borrower during which this Agreement
remains  in  effect;

                    (ii)     Foothill's  customary  appraisal  fee of $1,500 per
day  per  appraiser,  plus  out-of-pocket  expenses  for  each  appraisal of the
Collateral  performed  by personnel employed by Foothill plus all actual charges
                                                         ----
paid  or incurred by Foothill if it elects to employ the services of one or more
third  Persons  to perform such appraisals of the Collateral; provided, however,
                                                              --------  -------
that  so  long as no Event of Default has occurred and is continuing, Foothill's
appraisal  fees  and  charges  shall not exceed $20,000 in the aggregate in each
fiscal  year  of  Borrower  during  which  this Agreement remains in effect; and

               (c)     Servicing Fee.  On the first day of each month during the
term  of  this  Agreement,  and  thereafter  so  long  as  any  Obligations  are
outstanding,  a  servicing  fee in an amount equal to $5,000; provided, however,
                                                              --------  -------
that  in  the  event that Borrower shall achieve EBITDA in an amount equal to or
greater  than  $9,135,000  for  Borrower's fiscal year ended June 30, 1998, (the
"Target  EBITDA")  then the servicing fee shall be reduced to an amount equal to
$2,000 for each month during the remaining term of this Agreement from and after
the date on which Borrower delivers financial statements to Foothill pursuant to
Section  6.3(b)  evidencing  its  achievement  of  the  Target  EBITDA.
---------------

     3.          CONDITIONS;  TERM  OF  AGREEMENT.

          3.1     CONDITIONS  PRECEDENT  TO  THE  INITIAL  ADVANCE AND LETTER OF
CREDIT.  The  obligation of Foothill to make the initial Advance or to issue the
initial  Letter  of Credit is subject to the fulfillment, to the satisfaction of
Foothill  and  its counsel, of each of the following conditions on or before the
Closing  Date:

               (a)     the Closing Date shall occur on or before March 31, 1998;

               (b)     Foothill  shall  have  received  each  of  the  following
documents,  duly  executed,  and  each  such document shall be in full force and
effect:

                    i)          the  Acknowledgement  Agreement;  and

                    ii)         the  LIBOR  Supplement;

               (c)     Foothill  shall  have  received  a  certificate  from the
Secretary  of  Borrower  attesting  to  the  resolutions  of Borrower's Board of
Directors authorizing its execution, delivery, and performance of this Agreement
and  the  other  Loan  Documents  to  which  Borrower is a party and authorizing
specific  officers  of  Borrower  to  execute  the  same;

               (d)     Foothill  shall  have  received  copies  of  Borrower's
Governing  Documents, as amended, modified, or supplemented to the Closing Date,
certified  by  the  Secretary  of  Borrower;

               (e)     Foothill shall have received a certificate of status with
respect  to Borrower, dated within 10 days of the Closing Date, such certificate
to  be  issued by the appropriate officer of the jurisdiction of organization of
Borrower,  which certificate shall indicate that Borrower is in good standing in
such  jurisdiction;

               (f)     Foothill  shall have received certificates of status with
respect  to  Borrower,  each  dated  within  15  days  of the Closing Date, such
certificates  to  be  issued  by the appropriate officer of the jurisdictions in
which  its  failure to be duly qualified or licensed would constitute a Material
Adverse  Change,  which  certificates  shall  indicate  that Borrower is in good
standing  in  such  jurisdictions;

               (g)     Foothill  shall have received a certificate of insurance,
together  with  the  endorsements  thereto, as are required by Section 6.10, the
                                                               ------------
form  and  substance of which shall be satisfactory to Foothill and its counsel;

               (h)     Foothill  shall  have  received  such  Collateral  Access
Agreements  from  lessors,  warehousemen,  bailees,  and  other third persons as
Foothill  may  require;

               (i)     Foothill  shall  have  received  an opinion of Borrower's
counsel  in  form and substance satisfactory to Foothill in its sole discretion;

               (j)     Foothill  shall  have received satisfactory evidence that
all  tax returns required to be filed by Borrower have been timely filed and all
taxes upon Borrower or its properties, assets, income, and franchises (including
real  property  taxes  and  payroll  taxes) have been paid prior to delinquency,
except  such  taxes  that  are  the  subject  of  a  Permitted  Protest;  and

               (k)     all  other documents and legal matters in connection with
the  transactions  contemplated  by  this  Agreement  shall have been delivered,
executed,  or  recorded  and  shall  be  in  form  and substance satisfactory to
Foothill  and  its  counsel.

          3.2     CONDITIONS  PRECEDENT  TO  ALL ADVANCES AND LETTERS OF CREDIT.
The  following  shall be conditions precedent to all Advances and all Letters of
Credit  hereunder:

               (a)     the  representations  and  warranties  contained  in this
Agreement and the other Loan Documents shall be true and correct in all respects
on  and  as of the date of such extension of credit, as though made on and as of
such  date  (except  to  the  extent  that such represen-ta-tions and warranties
relate  solely  to  an  earlier  date);

               (b)     no Default or Event of Default shall have occurred and be
continuing on the date of such extension of credit, nor shall either result from
the  making  thereof;  and

               (c)     no injunction, writ, restraining order, or other order of
any  nature  prohibiting,  directly  or indirectly, the extending of such credit
shall have been issued and remain in force by any governmental authority against
Borrower,  Foothill,  or  any  of  their  Affiliates.

          3.3     CONDITION  SUBSEQUENT.  As  a  condition subsequent to initial
closing hereunder, Borrower shall perform or cause to be performed the following
(the  failure by Borrower to so perform or cause to be performed constituting an
Event  of  Default):

               (a)     within  30  days of the Closing Date, deliver to Foothill
the  certified  copies  of  the  policies  of  insurance,  together  with  the
endorsements thereto, as are required by Section 6.10, the form and substance of
                                         ------------
which  shall  be  satisfactory  to  Foothill  and  its  counsel.

          3.4     TERM;  AUTOMATIC  RENEWAL.  This  Agreement  shall  become
effective  upon  the  execution and delivery hereof by Borrower and Foothill and
shall  continue in full force and effect for a term ending on the August 1, 2000
(the  "Renewal  Date")  and automatically shall be renewed for successive 1 year
periods  thereafter,  unless  sooner  terminated  pursuant  to the terms hereof.
Either  party  may  terminate this Agreement effective on the Renewal Date or on
any  subsequent  anniversary  of  the  Renewal Date by giving the other party at
least  90  days  prior  written notice.  The foregoing notwithstanding, Foothill
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.

          3.5     EFFECT  OF  TERMINATION.  On  the  date of termination of this
Agreement,  all  Obligations  (including contingent reimbursement obligations of
Borrower  with  respect  to any outstanding Letters of Credit) immediately shall
become  due  and  payable  without  notice  or  demand.  No  termination of this
Agreement,  however,  shall  relieve or discharge Borrower of Borrower's duties,
Obligations,  or  covenants  hereunder,  and  Foothill's  continuing  security
interests  in  the  Collateral shall remain in effect until all Obligations have
been  fully  and  finally  discharged  and  Foothill's  obligation  to  provide
additional  credit  hereunder  is  terminated.  If Borrower has sent a notice of
termination  pursuant  to  the  provisions  of Section 3.4, but fails to pay the
                                               -----------
Obligations in full on the date set forth in said notice, then Foothill may, but
shall not be required to, renew this Agreement for an additional term of 1 year.

          3.6     EARLY  TERMINATION BY BORROWER.  The provisions of Section 3.4
                                                                     -----------
that  allow  termination  of this Agreement by Borrower only on the Renewal Date
and  certain  anniversaries thereof notwithstanding, Borrower has the option, at
any  time  upon  90  days  prior  written  notice to Foothill, to terminate this
Agreement  by  paying to Foothill, in cash, the Obligations (including an amount
equal to 105% of the undrawn amount of the Letters of Credit), in full, together
with  a  premium  (the "Early Termination Premium") equal to (a) $200,000 during
period  from  the  Closing Date through June 30, 1998, (b) $85,000 during period
from  July  1, 1998 through June 30, 1999, and (c) $0 thereafter.  The foregoing
notwithstanding,  in  the event Borrower terminates this Agreement in connection
with  the consummation of a Qualified Transaction, the Early Termination Premium
payable  shall  be  equal  to  1/2  of  the  applicable amount otherwise payable
hereunder.

          3.7     TERMINATION  UPON  EVENT  OF  DEFAULT.  If Foothill 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 Foothill's
lost  profits  as  a  result  thereof,  Borrower  shall pay to Foothill upon the
effective  date  of  such termination, a premium in an amount equal to the Early
Termination  Premium.  The Early Termination Premium shall be presumed to be the
amount  of  damages sustained by Foothill as the result of the early termination
and  Borrower  agrees  that  it  is reasonable under the circumstances currently
existing.  The  Early Termination Premium provided for in this Section 3.7 shall
                                                               -----------
be  deemed  included  in  the  Obligations.

     4.          CREATION  OF  SECURITY  INTEREST.

          4.1     GRANT  OF  SECURITY  INTEREST.  Borrower  hereby  grants  to
Foothill  a continuing security interest in all currently existing and hereafter
acquired  or  arising  Collateral in order 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.  Foothill's  security
interests  in  the Collateral shall attach to all Collateral without further act
on  the  part  of Foothill or Borrower.  Anything contained in this Agreement or
any  other Loan Document to the contrary notwithstanding, except for the sale of
Inventory  to  buyers  in  the  ordinary  course  of  business,  Borrower has no
authority,  express  or  implied,  to  dispose  of  any  item  or portion of the
Collateral.

          4.2     NEGOTIABLE  COLLATERAL.  In  the  event  that  any Collateral,
including  proceeds,  is  evidenced  by  or  consists  of Negotiable Collateral,
Borrower,  immediately  upon  the request of Foothill, shall endorse and deliver
physical  possession  of  such  Negotiable  Collateral  to  Foothill.

          4.3     COLLECTION  OF  ACCOUNTS,  GENERAL INTANGIBLES, AND NEGOTIABLE
COLLATERAL.  At any time that an Event of Default has occurred and is continuing
or  Foothill  deems  itself  insecure,  Foothill  or Foothill's designee may (a)
notify  customers  or  Account  Debtors  of  Borrower that the Accounts, General
Intangibles,  or  Negotiable  Collateral  have been assigned to Foothill or that
Foothill  has a security interest therein, and (b) collect the Accounts, General
Intangibles,  and Negotiable Collateral directly and charge the collection costs
and  expenses  to  the Loan Account.  Borrower agrees that it will hold in trust
for  Foothill,  as  Foothill's  trustee,  any  Collections  that it receives and
immediately  will deliver said Collections to Foothill in their original form as
received  by  Borrower.

          4.4     DELIVERY  OF  ADDITIONAL  DOCUMENTATION REQUIRED.  At any time
upon the request of Foothill, Borrower shall execute and deliver to Foothill all
financing  statements,  continuation  financing  statements,  fixture  filings,
security  agreements,  pledges,  assignments,  endorsements  of  certificates of
title,  applications  for  title,  affidavits,  reports,  notices,  schedules of
accounts, letters of authority, and all other documents that Foothill reasonably
may request, in form satisfactory to Foothill, to perfect and continue perfected
Foothill's  security  interests  in  the  Collateral,  and  in  order  to  fully
consummate  all  of the transactions contemplated hereby and under the other the
Loan  Documents.

          4.5     POWER  OF  ATTORNEY.  Borrower  hereby  irrevocably  makes,
constitutes,  and  appoints Foothill (and any of Foothill's officers, employees,
or  agents  designated by Foothill) as Borrower's true and lawful attorney, with
power  to (a) if Borrower refuses to, or fails timely to execute and deliver any
of  the  documents described in Section 4.4, sign the name of Borrower on any of
                                -----------
the documents described in Section 4.4, (b) at any time that an Event of Default
                           -----------
has  occurred  and  is  continuing  or  Foothill  deems  itself  insecure,  sign
Borrower's name on any invoice or bill of lading relating to any Account, drafts
against Account Debtors, schedules and assignments of Accounts, verifications of
Accounts,  and notices to Account Debtors, (c) send requests for verification of
Accounts,  (d) endorse Borrower's name on any Collection item that may come into
Foothill's possession, (e) at any time that an Event of Default has occurred and
is  continuing  or  Foothill  deems  itself  insecure,  notify  the  post office
authorities  to change the address for delivery of Borrower's mail to an address
designated  by Foothill, to receive and open all mail addressed to Borrower, and
to  retain  all  mail  relating  to the Collateral and forward all other mail to
Borrower,  (f)  at  any  time  that  an  Event  of  Default  has occurred and is
continuing  or  Foothill  deems  itself  insecure,  make, settle, and adjust all
claims  under  Borrower's  policies of insurance and make all determinations and
decisions  with  respect to such policies of insurance, and (g) at any time that
an  Event  of  Default  has  occurred and is continuing or Foothill deems itself
insecure, settle and adjust disputes and claims respecting the Accounts directly
with  Account Debtors, for amounts and upon terms that Foothill determines to be
reasonable,  and  Foothill  may cause to be executed and delivered any documents
and  releases  that  Foothill  determines  to  be necessary.  The appointment of
Foothill as Borrower's attorney, and each and every one of Foothill's rights and
powers,  being  coupled  with  an  interest,  is  irrevocable  until  all of the
Obligations  have  been  fully  and  finally repaid and performed and Foothill's
obligation  to  extend  credit  hereunder  is  terminated.

          4.6     RIGHT  TO  INSPECT.  (a)  prior  to  the time that an Event of
Default  has  occurred  and is continuing or Foothill deems itself insecure with
respect  to  Foothill's good faith belief or suspicion that Borrower has engaged
in defalcation, intentional misrepresentation, or other fraud, Foothill (through
any  of  its  officers, employees, or agents) shall have the right, from time to
time  hereafter  during normal business hours to inspect Borrower's Books and to
check, test, and appraise the Collateral in order to verify Borrower's financial
condition  or  the  amount,  quality,  value,  condition of, or any other matter
relating to, the Collateral; and (b) after the time that an Event of Default has
occurred  and  is  continuing  or Foothill deems itself insecure with respect to
Foothill's  good  faith  belief  or  suspicion  that  Borrower  has  engaged  in
defalcation,  intentional  misrepresentation,  or other fraud, Foothill (through
any  of  its  officers, employees, or agents) shall have the right, from time to
time  thereafter and at any time or times determined by Foothill in its sole and
absolute  discretion,  to  inspect  Borrower's  Books  and  to  check, test, and
appraise the Collateral in order to verify Borrower's financial condition or the
amount,  quality,  value,  condition  of,  or  any other matter relating to, the
Collateral.

     5.          REPRESENTATIONS  AND  WARRANTIES.

          In  order  to  induce  Foothill to enter into this Agreement, Borrower
makes the following representations and warranties which shall be true, correct,
and  complete in all respects as of the date hereof, and shall be true, correct,
and  complete  in all respects as of the Closing Date, and at and as of the date
of  the  making  of  each  Advance and each Letter of Credit made thereafter, as
though made on and as of the date of such Advance or Letter of Credit (except to
the  extent that such representations and warranties relate solely to an earlier
date)  and  such  representations and warranties shall survive the execution and
delivery  of  this  Agreement:

          5.1     NO  ENCUMBRANCES.  Borrower has good and indefeasible title to
the  Collateral,  free  and  clear  of  Liens  except  for  Permitted  Liens.

          5.2     ELIGIBLE  ACCOUNTS.  The  Eligible  Accounts  are  bona  fide
existing obligations created by the sale or license and delivery of Inventory or
software  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; provided,
                                                                       --------
however,  that  in  the  case of Eligible Unearned Service Accounts the right to
-------
payment therefor has not yet accrued.  The property giving rise to such Eligible
Accounts  has  been  delivered to the Account Debtor, or to the Account Debtor's
agent  for  immediate  shipment  to  and unconditional acceptance by the Account
Debtor.  Borrower  has  not  received  notice  of actual or imminent bankruptcy,
insolvency,  or  material  impairment  of the financial condition of any Account
Debtor  regarding  any  Eligible  Account.

          5.3     ELIGIBLE  INVENTORY.  All  Eligible  Inventory  is of good and
merchantable  quality,  free  from  defects.

          5.4     EQUIPMENT.  All  of  the Equip-ment is used or held for use in
Borrower's  busi-ness  and  is  fit  for  such  purposes.

          5.5     LOCATION  OF  INVENTORY  AND  EQUIPMENT.  The  Inventory  and
Equipment  are not stored with a bailee, warehouseman, or similar party (without
Foothill's  prior  written  consent)  and  are  located  only  at  the locations
identified  on  Schedule  6.12  or  otherwise  permitted  by  Section  6.12.
                --------------                                -------------

          5.6     INVENTORY  RECORDS.  Borrower  keeps  correct  and  accurate
records  itemizing  and  describing the kind, type, quality, and quantity of the
Inventory,  and  Borrower's  cost  therefor.

          5.7     LOCATION OF CHIEF EXECUTIVE OFFICE; FEIN.  The chief executive
office  of  Borrower is located at the address indicated in the preamble to this
Agreement  and  Borrower's  FEIN  is  04-2735766.

          5.8          DUE  ORGANIZATION  AND  QUALIFICATION;  SUBSIDIARIES.

               (a)     Borrower  and  each  Subsidiary  is  duly  organized  and
existing  and  in  good  standing  under  the  laws  of  the jurisdiction of its
incorporation and qualified and licensed to do business in, and in good standing
in,  any state where the failure to be so licensed or qualified reasonably could
be  expected  to  have  a  Material  Adverse  Change.

               (b)     Set  forth  on  Schedule  5.8, is a complete and accurate
                                       -------------
list  of  Borrower's  direct  and  indirect  Subsidiaries,  showing:  (i)  the
jurisdiction  of their incorporation; (ii) the number of shares of each class of
common  and  preferred Stock authorized for each of such Subsidiaries; and (iii)
the number and the percentage of the outstanding shares of each such class owned
directly  or  indirectly by Borrower.  All of the outstanding Stock of each such
Subsidiary, none of which stock has been classified as preferred stock, has been
validly  issued  and  is  fully  paid  and  non-assessable.

               (c)     Except  as  set  forth  on Schedule 5.8, no Stock (or any
                                                  ------------
securities,  instruments,  warrants,  options,  purchase  rights,  conversion or
exchange  rights, calls, commitments or claims of any character convertible into
or  exercisable  for  Stock) of any direct or indirect Subsidiary of Borrower is
subject  to  the issuance of any security, instrument, warrant, option, purchase
right,  conversion  or  exchange  right, call, commitment or claim of any right,
title,  or  interest  therein  or  thereto.

          5.9          DUE  AUTHORIZATION;  NO  CONFLICT.

               (a)     The  execution, delivery, and performance by Borrower and
its  Subsidiaries  of  this Agreement and the Loan Documents to which they are a
party  have  been  duly  authorized  by  all  necessary  corporate  action.

               (b)     The  execution, delivery, and performance by Borrower and
its  Subsidiaries  of  this Agreement and the Loan Documents to which they are a
party  do not and will not (i) violate any provision of federal, state, or local
law  or  regulation applicable to Borrower or any such Subsidiary, the Governing
Documents  of Borrower or any such Subsidiary, or any order, judgment, or decree
of  any  court  or  other Governmental Authority binding on Borrower or any such
Subsidiary,  (ii)  conflict with, result in a breach of, or constitute (with due
notice  or  lapse  of  time  or  both)  a default under any material contractual
obligation or material lease of Borrower or any such Subsidiary, (iii) result in
or  require the creation or imposition of any Lien of any nature whatsoever upon
any  properties  or  assets  of  Borrower  or  any  such  Subsidiary, other than
Permitted Liens, or (iv) require any approval of stockholders or any approval or
consent  of  any Person under any material contractual obligation of Borrower or
any  such  Subsidiary.

               (c)     Other  than  the  filing  of  appropriate  financing
statements,  fixture  filings,  and  mortgages,  the  execution,  delivery,  and
performance  by  Borrower  and  its  Subsidiaries of this Agreement and the Loan
Documents to which they are a party do not and will not require any registration
with,  consent,  or  approval  of, or notice to, or other action with or by, any
federal,  state,  foreign,  or  other  Governmental  Authority  or other Person.

               (d)     This  Agreement  and the Loan Documents to which Borrower
and  its  Subsidiaries  are a party, and all other documents contemplated hereby
and  thereby,  when executed and delivered by Borrower and its Subsidiaries will
be  the  legally  valid and binding obligations of Borrower and its Subsidiaries
party  thereto,  enforceable against Borrower and its Subsidiaries as applicable
in  accordance with their respective terms, except as enforcement may be limited
by  equitable  principles  or  by  bankruptcy,  insolvency,  reorganiza-tion,
moratorium, or similar laws relating to or limiting creditors' rights generally.

               (e)     The Liens granted by Borrower and any of its Subsidiaries
to  Foothill  in and to its properties and assets pursuant to this Agreement and
the  other  Loan  Documents  are  validly created, perfected, and first priority
Liens,  subject  only  to  Permitted  Liens.

          5.10     LITIGATION.  There  are  no actions or proceedings pending by
or  against  Borrower  or  its  Subsidiaries  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, its Subsidiaries, or
any guarantor of the Obligations, except for:  (a) ongoing collection matters in
which  Borrower or its Subsidiaries are the plaintiffs; (b) matters disclosed on
Schedule  5.10;  and  (c) matters arising after the date hereof that, if decided
--------------
adversely  to  Borrower or its Subsidiaries, reasonably could not be expected to
result  in  a  Material  Adverse  Change.

          5.11     NO  MATERIAL  ADVERSE  CHANGE.  All  financial  statements
relating  to  Borrower  or  any  guarantor  of  the  Obligations  that have been
delivered  by  Borrower  to  Foothill have been prepared in accordance with GAAP
(except,  in  the  case  of  unaudited  financial  statements,  for  the lack of
footnotes  and  being  subject to year-end audit adjustments) 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 with respect to Borrower (or such
guarantor,  as  applicable)  since  the  date of the latest financial statements
submitted  to  Foothill  on  or  before  the  Closing  Date.

          5.12     SOLVENCY.  Borrower  and  each  Subsidiary  of  Borrower  is
Solvent.  No transfer of property is being made by Borrower or any Subsidiary of
Borrower  and  no  obligation is being incurred by Borrower or any Subsidiary of
Borrower  in  connection with the transactions contemplated by this Agreement or
the  other  Loan  Documents  with the intent to hinder, delay, or defraud either
present  or  future  creditors  of  Borrower  or  any  Subsidiary  of  Borrower.

          5.13     EMPLOYEE  BENEFITS.  None  of  Borrower,  any  of  its
Subsidiaries,  or  any of their ERISA Affiliates maintains or contributes to any
Benefit  Plan,  other than those listed on Schedule 5.13.  Borrower, each of its
                                           -------------
Subsidiaries  and  each  ERISA  Affiliate  have  satisfied  the  minimum funding
standards  of ERISA and the IRC with respect to each Benefit Plan to which it is
obligated  to  contribute.  No  ERISA Event has occurred nor has any other event
occurred  that may result in an ERISA Event that reasonably could be expected to
result  in a Material Adverse Change.  None of Borrower or its Subsidiaries, any
ERISA  Affiliate,  or  any  fiduciary  of  any  Plan is subject to any direct or
indirect  liability  with  respect to any Plan under any applicable law, treaty,
rule,  regulation,  or  agreement.  None  of Borrower or its Subsidiaries or any
ERISA  Affiliate  is  required  to  provide  security  to any Plan under Section
401(a)(29)  of  the  IRC.

          5.14     ENVIRONMENTAL  CONDITION.  Except  as  set  forth on Schedule
                                                                        --------
5.14, none of Borrower's properties or assets has ever been used by Borrower or,
----
to  the  best  of  Borrower's  knowledge, by previous owners or operators in the
disposal  of,  or  to  produce, store, handle, treat, release, or transport, any
Hazardous  Materials.  None  of  Borrower's  properties  or assets has ever been
designated  or identified in any manner pursuant to any environmental protection
statute  as  a  Hazardous  Materials  disposal  site, or a candidate for closure
pursuant  to  any  environmental  protection statute.  No Lien arising under any
environmental  protection statute has attached to any revenues or to any real or
personal  property  owned  or operated by Borrower.  Borrower has not received a
summons, citation, notice, or directive from the Environmental Protection Agency
or  any  other  federal  or  state  governmental agency concerning any action or
omission  by  Borrower  resulting  in  the  releasing  or disposing of Hazardous
Materials  into  the  environment.

          5.15     BROKERAGE  FEES.  No brokerage commission or finders fees has
or  shall be incurred or payable in connection with or as a result of Borrower's
obtaining  financing from Foothill under this Agreement, and neither Borrower or
any  Subsidiary of Borrower has utilized the services of any broker or finder in
connection  with  Borrower's  obtaining  financing  from  Foothill  under  this
Agreement.

     6.          AFFIRMATIVE  COVENANTS.

          Borrower  covenants  and  agrees that, so long as any credit hereunder
shall  be  available  and  until  full and final payment of the Obligations, and
unless Foothill shall otherwise consent in writing, Borrower shall do all of the
following,  and  shall  cause each of its Subsidiaries, as applicable, to all of
the  following:

          6.1     ACCOUNTING  SYSTEM.  Maintain  a standard and modern system of
accounting  that  enables  Borrower  and  each  of  its  Subsidiaries to produce
financial statements in accordance with GAAP, and maintain records pertaining to
the Collateral that contain information as from time to time may be requested by
Foothill.  Borrower also shall keep, and shall cause each of its Subsidiaries to
keep,  a  modern  inventory  reporting  system  that shows all additions, sales,
claims,  returns,  and  allowances  with  respect  to  the  Inventory.

          6.2     COLLATERAL  REPORTING.  Provide  Foothill  with  the following
documents  at  the  fol-lowing  times in form satisfactory to Foothill: (a) on a
monthly  basis  and,  in  any event, by no later than the 10th day of each month
during  the  term of this Agreement, (i) a detailed calculation of the Borrowing
Base,  and  (ii)  a  detailed  aging, by total, of the Accounts, (iii) a summary
aging,  by  vendor,  of  Borrower's accounts payable and any book overdraft, and
(iv) Inventory reports specifying Borrower's cost and the wholesale market value
of its Inventory by category; (b) upon request, copies of invoices in connection
with  the  Accounts,  customer  statements, credit memos, remittance advices and
reports,  deposit  slips, shipping and delivery documents in connection with the
Accounts  and  for Inventory and Equipment acquired by Borrower, purchase orders
and invoices; (c) upon request, a detailed list of Borrower's customers; and (d)
such  other  (including  any  additional)  reports  as  to the Collateral or the
financial  condition  of Borrower as Foothill may request from time to time.  On
Foothill's  request, original sales or licensing invoices evidencing daily sales
or  licenses  shall  be  mailed  by  Borrower  to  each  Account  Debtor with at
Foothill's  request,  a  copy  to Foothill, and, at Foothill's direction, at any
time an Event of Default has occurred and is continuing or Foothill deems itself
insecure,  the  invoices  shall indicate on their face that the Account has been
assigned  to Foothill and that all payments are to be made directly to Foothill.

          6.3     FINANCIAL  STATEMENTS,  REPORTS,  CERTIFICATES.  Deliver  to
Foothill:  (a)  as  soon as available, but in any event within 50 days after the
end  of  each quarter during each of Borrower's fiscal years, a company prepared
balance  sheet, income statement, and statement of cash flow covering Borrower's
operations  during  such  period; and (b) as soon as available, but in any event
within  100  days  after  the  end of each of Borrower's fiscal years, financial
statements  of  Borrower  for  each  such  fiscal  year,  audited by independent
certified  public  accountants  reasonably acceptable to Foothill and certified,
without  any  qualifications,  by  such  accountants  to  have  been prepared in
accordance  with GAAP, together with a certificate of such accountants addressed
to Foothill stating that such accountants do not have knowledge of the existence
of  any  Default  or  Event of Default.  Such audited financial statements shall
include  a  balance sheet, profit and loss statement, and statement of cash flow
and,  if  prepared,  such  accountants'  letter to management.  If Borrower is a
parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or
Affiliate  of  another  company,  then,  in addition to the financial statements
referred to above, Borrower agrees to deliver financial statements prepared on a
consolidating  basis  so  as  to  present  Borrower and each such related entity
separately,  and  on  a  consolidated  basis.

               Together  with the above, Borrower also shall deliver to Foothill
Borrower's  Form  10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K
Current  Reports, and any other filings made by Borrower with the Securities and
Exchange  Commission,  if  any,  as  soon  as  the  same are filed, or any other
information  that  is  provided  by  Borrower to its shareholders, and any other
report  reasonably  requested by Foothill relating to the financial condition of
Borrower.

               Each quarter and year-end, together with the financial statements
provided  pursuant  to  Section  6.3(a)  and  6.3(b),  Borrower shall deliver to
                        ----------------------------
Foothill  (a)  a certificate signed by its chief financial officer to the effect
that:  (i)  all  financial  statements  delivered  or  caused to be delivered to
Foothill  hereunder  have  been prepared in accordance with GAAP (except, in the
case  of  unaudited  financial  statements,  for the lack of footnotes and being
subject  to  year-end  audit  adjustments)  and  fairly  present  the  financial
condition  of  Borrower,  (ii)  the  representations  and warranties of Borrower
contained in this Agreement and the other Loan Documents are true and correct in
all  material respects on and as of the date of such certificate, as though made
on  and  as  of  such date (except to the extent that such represen-ta-tions and
warranties  relate  solely  to  an  earlier  date), (b) a Compliance Certificate
demonstrating in reasonable detail compliance at the end of such period with the
applicable financial covenants contained in Section 7.21, and (c) on the date of
                                            ------------
delivery  of  such certificate to Foothill there does not exist any condition or
event  that  constitutes  a  Default  or  Event  of  Default (or, in the case of
subclauses  (a)(i),  (ii),  or  (iii),  to  the  extent  of  any non-compliance,
describing such non-compliance as to which he or she may have knowledge and what
action Borrower has taken, is taking, or proposes to take with respect thereto).

               Borrower  shall  have  issued  written  instructions  to  its
independent  certified  public  accountants authorizing them to communicate with
Foothill  and  to  release to Foothill whatever financial information concerning
Borrower  that Foothill may request.  Borrower hereby irrevocably authorizes and
directs  all  auditors,  accountants,  or  other  third  parties  to  deliver to
Foothill,  at  Borrower's  expense,  copies  of Borrower's financial statements,
papers  related  thereto,  and  other  accounting records of any nature in their
possession,  and to disclose to Foothill any information they may have regarding
Borrower's  business  affairs  and  financial  conditions.

          6.4     TAX RETURNS.  Deliver to Foothill copies of each of Borrower's
future federal income tax returns, and any amendments thereto, within 30 days of
the  filing  thereof  with  the  Internal  Revenue  Service.

          6.5     DESIGNATION  OF INVENTORY.  Borrower shall execute and deliver
to Foothill, no later than the tenth (10th) day of each month during the term of
this  Agreement, a designation of Inventory specifying Borrower's net book value
of  Eligible  Spare  Parts  Inventory,  the lesser of Borrower's cost and market
value of Borrower's Eligible Raw Materials Inventory, and the lesser of the cost
and  market  value  of  all  remaining  Inventory, specifying which Inventory is
proprietary  and  which  is  open-system,  and  further  specifying  such  other
information  as  Foothill  may  reasonably  request.

          6.6     RETURNS.  Cause  returns  and  allowances,  if any, as between
Borrower  and its Account Debtors to be on the same basis and in accordance with
the  usual  customary  practices  of  Borrower, as they exist at the time of the
execution  and  delivery  of  this  Agreement.  If,  at  a time when no Event of
Default has occurred and is continuing, any Account Debtor returns any Inventory
to  Borrower,  Borrower promptly shall determine the reason for such return and,
if  Borrower  accepts  such return, issue a credit memorandum (with a copy to be
sent  to  Foothill)  in the appropriate amount to such Account Debtor.  If, at a
time when an Event of Default has occurred and is continuing, any Account Debtor
returns  any Inventory to Borrower, Borrower promptly shall determine the reason
for  such  return  and,  if  Foothill  consents  (which  consent  shall  not  be
unreasonably  withheld),  issue  a  credit memorandum (with a copy to be sent to
Foothill)  in  the  appropriate  amount  to  such  Account  Debtor.  With  such
regularity  as  Foothill  may  require,  but  not  less  frequently than weekly,
Borrower shall notify Foothill of all returns and recoveries and of all disputes
and  claims.

          6.7     TITLE  TO  EQUIPMENT.  Upon  Foothill's  request,  Borrower
immediately  shall deliver to Foothill, properly endorsed, any and all evidences
of  ownership  of, certificates of title, or applications for title to any items
of  Equipment.

          6.8     MAINTENANCE  OF  EQUIPMENT.  Maintain  the  Equipment  in good
operating  condition  and repair (ordinary wear and tear excepted), and make all
necessary  replacements  thereto  so  that  the  value  and operating efficiency
thereof  shall at all times be maintained and preserved.  Other than those items
of  Equipment  that  constitute fixtures on the Closing Date, Borrower shall not
permit  any item of Equipment to become a fixture to real estate or an accession
to  other  property,  and  such  Equipment  shall  at  all times remain personal
property.

          6.9     TAXES.  Cause  all  assessments  and  taxes,  whether  real,
personal,  or  otherwise,  due  or  payable  by, or imposed, levied, or assessed
against  Borrower  and  its  Subsidiaries or any of their property to be paid in
full,  before  delinquency  or  before  the  expiration of any extension period,
except  to  the extent that the validity of such assessment or tax  shall be the
subject  of  a  Permitted Protest.  Borrower and its Subsidiaries shall make due
and  timely  payment  or  deposit  of  all such federal, state, and local taxes,
assessments,  or  contributions  required  of  it  by  law, and will execute and
deliver  to  Foothill,  on  demand,  appropriate  certificates  attesting to the
payment  thereof or deposit with respect thereto.  Borrower and its Subsidiaries
shall  make  timely payment or deposit of all tax payments and withholding taxes
required  of  it  by  applicable laws, including those laws concerning F.I.C.A.,
F.U.T.A.,  state  disability,  and  local,  state, and federal income taxes, and
will,  upon  request,  furnish  Foothill  with  proof  satisfactory  to Foothill
indicating  that  Borrower  and  its  Subsidiaries  have  made  such payments or
deposits.

          6.10          INSURANCE.

               (a)     At  its expense, keep the Collateral insured against loss
or  damage  by  fire,  theft,  explosion,  sprinklers, and all other hazards and
risks, and in such amounts, as are ordinarily insured against by other owners in
similar  businesses.  Borrower also shall maintain business interruption, public
liability,  product  liability,  and  property  damage  insurance  relating  to
Borrower's  ownership  and  use  of the Collateral, as well as insurance against
larceny,  embezzlement,  and  criminal  misappropriation.

               (b)     All  such  policies  of  insurance shall be in such form,
with  such  companies,  and in such amounts as may be reasonably satisfactory to
Foothill.  All insurance required herein shall be written by companies which are
authorized  to  do  insurance  business  in the State of California.  All hazard
insurance  and  such  other insurance as Foothill shall specify, shall contain a
California  Form 438BFU (NS) mortgagee endorsement, or an equivalent endorsement
satisfactory to Foothill, showing Foothill as sole loss payee thereof, and shall
contain  a  waiver of warranties.  Every policy of insurance referred to in this
Section  6.10  shall contain an agreement by the insurer that it will not cancel
-------------
such  policy  except after 10 days prior written notice to Foothill and that any
loss  payable  thereunder shall be payable notwithstanding any act or negligence
of  Borrower  or  Foothill  which  might,  absent  such  agreement,  result in a
forfeiture  of  all  or a part of such insurance payment and notwithstanding (i)
occupancy or use of any Real Property for purposes more hazardous than permitted
by  the  terms  of  such policy, or (ii) any change in title or ownership of any
Real  Property.  Borrower  shall  deliver  to  Foothill certified copies of such
policies  of  insurance  and  evidence  of the payment of all premiums therefor.

               (c)     Original policies or certificates thereof satisfactory to
Foothill  evidencing  such  insurance shall be delivered to Foothill at least 30
days  prior  to  the expiration of the existing or preceding policies.  Borrower
shall  give  Foothill  notice within 5 business days of any loss covered by such
insurance  in  an  amount in excess of $250,000.  Borrower diligently shall file
and  prosecute its claim or claims for any awards, payments, or other recoveries
in  connection  with  any  such loss covered by the insurance policies mentioned
above.  Any  monies  received as payment for any loss under any insurance policy
including the insurance policies mentioned above, shall promptly be paid over to
Foothill  by  the  applicable  insurer or, in the event that any such payment is
received  by  Borrower,  Borrower  shall  promptly  pay  any such monies over to
Foothill,  to  be  applied at the option of Foothill either to the prepayment of
the  Obligations without premium, in such order or manner as Foothill may elect,
or  shall  be  disbursed  to  Borrower under stage payment terms satisfactory to
Foothill  for application to the cost of repairs, replacements, or restorations.
All  repairs,  replacements,  or  restorations shall be effected with reasonable
promptness  and  shall be of a value at least equal to the value of the items or
property  destroyed prior to such damage or destruction.  Upon the occurrence of
an  Event  of Default, (i) Foothill shall have the exclusive right to adjust any
and  all  losses payable under any such insurance policies without any liability
to  Borrower  whatsoever in respect of such adjustments, and (ii) Foothill shall
have  the  right to apply all prepaid premiums to the payment of the Obligations
in  such  order  or  form  as  Foothill  shall  determine.

               (d)     Borrower shall not take out separate insurance concurrent
in form or contributing in the event of loss with that required to be maintained
under  this  Section  6.10, unless Foothill is included thereon as named insured
             -------------
with  the  loss  payable  to  Foothill  under  a standard California 438BFU (NS)
Mortgagee  endorsement,  or  its  local  equivalent.  Borrower immediately shall
notify  Foothill  whenever  such separate insurance is taken out, specifying the
insurer  thereunder and full particulars as to the policies evidencing the same,
and  originals  of  such  policies  immediately  shall  be provided to Foothill.

          6.11     NO  SETOFFS  OR  COUNTERCLAIMS.  Make  payments hereunder and
under  the  other  Loan  Documents by or on behalf of Borrower without setoff or
counterclaim  and free and clear of, and without deduction or withholding for or
on  account  of,  any  federal,  state,  or  local  taxes.

          6.12     LOCATION  OF INVENTORY AND EQUIPMENT.  Keep the Inventory and
Equipment  only at the locations identified on Schedule 6.12; provided, however,
                                               -------------  --------  -------
that  Borrower  may  amend  Schedule  6.12  so  long as such amendment occurs by
                            --------------
written  notice to Foothill not less than 30 days prior to the date on which the
Inventory  or  Equipment  is  moved  to  such  new location, so long as such new
location is within the continental United States, 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  Foothill's  security
interests  in  such  assets  and  also  provides to Foothill a Collateral Access
Agreement.

          6.13     COMPLIANCE  WITH  LAWS.  Comply  with the requirements of all
applicable  laws,  rules, regulations, and orders of any governmental authority,
including  the Fair Labor Standards Act and the Americans With Disabilities Act,
other  than  laws, rules, regulations, and orders the non-compliance with which,
individually  or  in the aggregate, would not result in and reasonably could not
be  expected  to  result  in  a  Material  Adverse  Change.

          6.14          EMPLOYEE  BENEFITS.

               (a)     Cause to be delivered to Foothill, each of the following:
(i)  promptly, and in any event within 10 Business Days after Borrower or any of
its  Subsidiaries  knows  or has reason to know that an ERISA Event has occurred
that  reasonably  could  be  expected  to result in a Material Adverse Change, a
written  statement  of  the  chief financial officer of Borrower describing such
ERISA  Event  and  any  action  that  is  being  taking  with respect thereto by
Borrower,  any  such  Subsidiary  or  ERISA  Affiliate,  and any action taken or
threatened  by  the  IRS,  Department  of  Labor,  or  PBGC.  Borrower  or  such
Subsidiary,  as  applicable,  shall  be  deemed  to  know all facts known by the
administrator  of  any  Benefit  Plan  of  which  it  is  the plan sponsor, (ii)
promptly,  and in any event within 3 Business Days after the filing thereof with
the IRS, a copy of each funding waiver request filed with respect to any Benefit
Plan and all communications received by Borrower, any of its Subsidiaries or, to
the knowledge of Borrower, any ERISA Affiliate with respect to such request, and
(iii)  promptly,  and  in  any  event  within  3  Business Days after receipt by
Borrower,  any  of  its Subsidiaries or, to the knowledge of Borrower, any ERISA
Affiliate,  of  the  PBGC's  intention  to terminate a Benefit Plan or to have a
trustee  appointed  to  administer  a  Benefit Plan, copies of each such notice.

               (b)     Cause  to  be  delivered  to  Foothill,  upon  Foothill's
request,  each  of  the  following:  (i) a copy of each Plan (or, where any such
plan  is  not  in  writing,  complete  description  thereof) (and if applicable,
related  trust  agreements  or  other  funding  instruments)  and all amendments
thereto,  all  written  interpretations thereof and written descriptions thereof
that  have  been distributed to employees or former employees of Borrower or its
Subsidiaries;  (ii)  the most recent determination letter issued by the IRS with
respect to each Benefit Plan; (iii) for the three most recent plan years, annual
reports  on  Form  5500 Series required to be filed with any governmental agency
for  each  Benefit  Plan; (iv) all actuarial reports prepared for the last three
plan years for each Benefit Plan; (v) a listing of all Multiemployer Plans, with
the aggregate amount of the most recent annual contributions required to be made
by  Borrower  or  any  ERISA  Affiliate  to  each  such  plan  and copies of the
collective  bargaining  agreements  requiring  such  contributions;  (vi)  any
information  that has been provided to Borrower or any ERISA Affiliate regarding
withdrawal  liability  under  any  Multiemployer  Plan;  and (vii) the aggregate
amount  of  the most recent annual payments made to former employees of Borrower
or  its  Subsidiaries  under  any  Retiree  Health  Plan.

          6.15     LEASES.  Pay  when  due  all  rents and other amounts payable
under  any leases to which Borrower is a party or by which Borrower's properties
and  assets  are  bound,  unless  such  payments  are the subject of a Permitted
Protest.  To the extent that Borrower fails timely to make payment of such rents
and other amounts payable when due under its leases, Foothill shall be entitled,
in its discretion, to reserve an amount equal to such unpaid amounts against the
Borrowing  Base.

          6.16     REPATRIATION OF FOREIGN EARNINGS AND PROFITS.  Borrower shall
continue  at  all times after the Closing Date to cause its foreign Subsidiaries
to  repatriate  their  surplus  earnings  and  profits  to  Borrower in a manner
consistent  with the historical practices of Borrower and its Subsidiaries prior
to  the  Closing  Date.

          6.17     BROKERAGE  COMMISSIONS.  Pay any and all brokerage commission
or  finders  fees  incurred  by  in connection with or as a result of Borrower's
obtaining  financing  from  Foothill  under  this  Agreement.

          6.18     SUBSIDIARY  FINANCING.  If  and to the extent that during the
term  of  this  Agreement,  any  letters  of  credit,  alternative financing, or
guaranties are required in connection with the Indebtedness of Concurrent Nippon
owing  to  Sumitomo  Bank,  Ltd.,  Mitsubishi Bank, Ltd., and Industrial Bank of
Japan,  then,  Borrower  shall  obtain  such  letters  of  credit,  alternative
financing,  or  guaranties  in  lieu  thereof,  in  each case in accordance with
Sections  7.1  and 7.6 hereof; such alternative financing or guaranties to be in
----------------------
form  and  amount  satisfactory  to  Foothill  in  its  sole  discretion.

     7.          NEGATIVE  COVENANTS.

          Borrower  covenants  and  agrees that, so long as any credit hereunder
shall be available and until full and final payment of the Obligations, Borrower
will not do any of the following, and will not permit any of its Subsidiaries to
do  any  of  the  following,  without  Foothill's  prior  written  consent:

          7.1     INDEBTEDNESS.  Create,  incur,  assume,  permit, guarantee, or
otherwise  become  or remain, directly or indirectly, liable with respect to any
Indebtedness,  except:

               (a)     Indebtedness  evidenced  by this Agreement, together with
Indebtedness  to  issuers  of  letters  of  credit  that  are the subject of L/C
Guarantees;

               (b)     Indebtedness  set  forth  in  Schedule  7.1  other  than
                                                     -------------
Indebtedness  of  foreign  Subsidiaries  of  Borrower  with respect to overdraft
lines,  factoring  arrangements,  and  similar short-term working capital credit
facilities  of  such  foreign  Subsidiaries  of  Borrower (which Indebtedness is
intended  to  be  provided  for  under  Section  7.1(d));
                                        ---------------

               (c)          Indebtedness  secured  by  Permitted  Liens;  and

               (d)     Indebtedness  of  foreign  Subsidiaries  of Borrower with
respect  to  overdraft  lines,  factoring  arrangements,  and similar short-term
working  capital  credit  facilities  of  such foreign Subsidiaries of Borrower;
provided,  however,  that the aggregate amount of all such Indebtedness together
--------   -------
with  the  amount  of all guarantees issued and outstanding under Section 7.6(a)
                                                                  --------------
shall  not  exceed,  at  any  one  time,  $2,500,000;

               (e)          guaranties  permitted  under  Section  7.6  hereof;
                                                          ------------

               (f)     refinancings,  renewals,  or  extensions  of Indebtedness
permitted  under  clauses (b), (c), and (d) of this Section 7.1 (and continuance
                                                    -----------
or  renewal  of  any  Permitted  Liens associated therewith) so long as: (i) the
terms  and  conditions  of  such  refinancings,  renewals,  or extensions do not
materially  impair  the  prospects  of repayment of the Obligations by Borrower,
(ii)  the net cash proceeds of such refinancings, renewals, or extensions do not
result  in  an increase in the aggregate principal amount of the Indebtedness so
refinanced, renewed, or extended, (iii) such refinancings, renewals, refundings,
or  extensions do not result in a shortening of the average weighted maturity of
the  Indebtedness  so  refinanced,  renewed, or extended, and (iv) to the extent
that Indebtedness that is refinanced was subordinated in right of payment to the
Obligations,  then  the  subordination  terms  and conditions of the refinancing
Indebtedness  must  be  at least as favorable to Foothill as those applicable to
the  refinanced  Indebtedness.

          7.2     LIENS.  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 (including Liens that are replacements of
Permitted Liens to the extent that the original Indebtedness is refinanced under
Section  7.1(f)  and so long as the replacement Liens only encumber those assets
---------------
or  property  that  secured  the  original  Indebtedness).

          7.3     RESTRICTIONS  ON  FUNDAMENTAL CHANGES.  Enter into any merger,
consolidation,  reorganization, or recapitalization, or reclassify its 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  property  or  assets.

          7.4     EXTRAORDINARY  TRANSACTIONS  AND  DISPOSAL  OF  ASSETS.  Sell,
lease,  assign,  transfer,  or  otherwise  dispose  of  any of Borrower's or its
Subsidiaries properties or assets other than sales of Inventory to buyers in the
ordinary  course  of  Borrower's  or  its  Subsidiaries  business  as  currently
conducted.  After  the  Closing  Date,  Borrower  and its Subsidiaries shall not
enter  into  any  contract,  lease,  license,  or  agreement (other than product
agreements  containing  general  restrictions  on  assignment  that  do  not
specifically  prohibit  the  creation  of  security interests by Borrower or its
Subsidiaries  in  their  rights  to  payment,  if  any,  thereunder),  or  any
modification  or  amendment  of any contract, lease, license, or agreement, that
prohibits  Borrower or its Subsidiaries from pledging, assigning, or encumbering
their  rights  under  such  contract,  lease,  license,  or  agreement.

          7.5     CHANGE  NAME.  Change  Borrower's  name,  FEIN,  corporate
structure  (within  the meaning of Section 9402(7) of the Code), or identity, or
add  any  new fictitious name; provided, however, that if (a) Borrower has given
                               --------  -------
at  lease  30  days  prior  notice  of any such change, and (b) Foothill, in its
reasonable credit judgement, could not reasonably be expected any such change to
result  in  a  Material  Adverse  Change,  then  Foothill shall not unreasonably
withhold  its  consent  to  any  such  change.

          7.6     GUARANTEE.  Guarantee  or  otherwise  become in any way liable
with  respect  to  the  obligations of any third Person except by endorsement of
instruments  or items of payment for deposit to the account of Borrower or which
are  transmitted or turned over to Foothill.  The foregoing notwithstanding, (a)
Borrower may guarantee the Indebtedness of its foreign Subsidiaries with respect
to  overdraft  lines,  factoring  arrangements,  and  similar short-term working
capital  credit  facilities  of such foreign Subsidiaries of Borrower; provided,
                                                                       --------
however,  that  the  aggregate  amount  of all such guaranties together with the
-------
amount of all Indebtedness outstanding under Section 7.1(d) shall not exceed, at
                                             --------------
any  one time, $2,500,000, (b) Borrower may guarantee the Indebtedness of one or
more  joint ventures as to which it is a venturer so long as such joint ventures
are  formed  for  the  purpose  of  the  same business as Borrower or businesses
reasonably  incidental  thereto; provided, however, that the aggregate amount of
                                 --------  -------
all  such  guarantees  and  all investments (as described in Section 7.13(a)) in
                                                             ---------------
such  joint  ventures  during  the  term  of this Agreement shall not exceed One
Million  Dollars  ($1,000,000),  and (c) so long as the Liquidity Conditions are
satisfied  after  giving  effect  to  each  such proposed guaranty, Borrower may
guaranty  the  Indebtedness  of  Concurrent  Nippon; provided, however, that the
                                                     --------  -------
aggregate  amount of all such guarantees and all other investments (as described
in  Section  7.13(d)) in Concurrent Nippon shall not exceed the amount permitted
    ----------------
by  Section  7.13(d).
    ----------------

          7.7     NATURE  OF  BUSINESS.  Make any change in Borrower's financial
structure,  the  principal  nature  of  Borrower's or its Subsidiaries' business
operations,  or  the  date  of their fiscal year; provided, however, that if (a)
                                                  --------  -------
Borrower  has  given  at  lease 30 days prior notice of any such change, and (b)
Foothill,  in  its reasonable credit judgement, could not reasonably be expected
any  such change to result in a Material Adverse Change, then Foothill shall not
unreasonably  withhold  its  consent  to  any  such  change.

          7.8          PREPAYMENTS  AND  AMENDMENTS.

               (a)     Except  in  connection  with  a  refinancing permitted by
Section  7.1(f), prepay, redeem, retire, defease, purchase, or otherwise acquire
---------------
any  Indebtedness  owing  to  any  third  Person,  other than the Obligations in
accordance  with  this  Agreement,  and

               (b)     Directly  or  indirectly, amend, modify, alter, increase,
or change any of the terms or conditions of any agreement, instrument, document,
indenture,  or  other  writing  evidencing  or concerning Indebtedness permitted
under  Sections  7.1(b),  (c),  (d),  or  (f).
       --------------------------------------

          7.9     CHANGE  OF  CONTROL.  Cause,  permit,  or  suffer, directly or
indirectly,  any  Change  of  Control.

          7.10     CONSIGNMENTS.  Consign any Inventory or sell any Inventory on
bill  and  hold, sale or return, sale on approval, or other conditional terms of
sale;  provided, however, that bill and hold Accounts shall not be prohibited by
       --------  -------
reason  of  this  Section  if  they  are  subject  to documentation, in form and
substance  satisfactory  to  Foothill, clearly evidencing that the obligation of
the  Account Debtor is absolute and unconditional notwithstanding the failure of
Borrower  to  deliver  the  subject  goods  or  software.

          7.11     DISTRIBUTIONS.  Make  any  distribution or declare or pay any
dividends  (in  cash  or  other  property,  other  than  Stock) on, or purchase,
acquire, redeem, or retire any of Borrower's Stock, of any class, whether now or
hereafter  outstanding.

          7.12     ACCOUNTING  METHODS.  Modify  or  change  its  method  of
accounting or enter into, modify, or terminate any agreement currently existing,
or  at  any  time hereafter entered into with any third party accounting firm or
service  bureau  for the preparation or storage of Borrower's accounting records
without  said  accounting  firm  or  service bureau agreeing to provide Foothill
information  regarding  the  Collateral  or  Borrower's  financial  condition.
Borrower  waives the right to assert a confidential relationship, if any, it may
have  with  any  accounting  firm  or  service  bureau  in  connection  with any
information  requested  by  Foothill  pursuant  to  or  in  accordance with this
Agreement,  and  agrees  that  Foothill may contact directly any such accounting
firm  or  service  bureau  in  order  to  obtain  such  information.

          7.13     INVESTMENTS.  Directly  or indirectly make, acquire, or incur
any liabilities (including contingent obligations) for or in connection with (a)
the  acquisition  of  the  securities  (whether  debt  or  equity)  of, or other
interests in, a Person, (b) loans, advances, capital contributions, or transfers
of  property  to a Person, or (c) the acquisition of all or substantially all of
the  properties  or  assets  of a Person; provided, however, that, so long as no
                                          --------  -------
Event  of  Default has occurred and is continuing, Borrower shall be entitled to
make  the  following  investments:  (a)  the making or acquisition of beneficial
interests in, or the making of loans, advances, or capital contributions to, one
or  more  joint  ventures  as  to  which  it is a venturer so long as such joint
ventures are formed for the purpose of engaging in the same business as Borrower
or  businesses  reasonably  incidental  thereto;  provided,  however,  that  the
                                                  --------   -------
aggregate  amount of all such investments made during the term of this Agreement
and  all guarantees (as described in Section 7.6(b)) made by Borrower during the
                                     --------------
term  of  this Agreement in connection with such joint ventures shall not exceed
One  Million  Dollars  ($1,000,000)  and  prior  to  making  any such investment
Borrower  shall  hypothecate  to  Foothill,  pursuant  to agreements in form and
substance  satisfactory  to  Foothill,  the  investment  to be acquired, (b) the
acquisition  by  Borrower  of  beneficial  interests in, or the making of loans,
advances, or capital contributions by Borrower as a result of the performance by
it  of  its  obligations  under  the  guarantees  permitted under Section 7.6(b)
                                                                  --------------
hereof,  (c) the making or acquisition of beneficial interests in, or the making
of loans, advances, or capital contributions to foreign Subsidiaries of Borrower
(it  being  understood  that this does not include the Inactive Subsidiaries and
Concurrent  Nippon)  in  an  aggregate  amount not to exceed One Million Dollars
($1,000,000);  provided,  however,  that  the  sole  purpose  for  making  such
               --------   -------
investments  must  be  to  satisfy a mandatory statutory obligation imposed upon
Borrower or such foreign Subsidiary, and (d) so long as the Liquidity Conditions
are  satisfied after giving effect to each such proposed investment, investments
in  Concurrent Nippon equal to an aggregate amount not to exceed, as of any date
of  determination, (i) Five Hundred Forty Million Yen ( 540,000,000), minus (ii)
                                                                      -----
the  sum  of (1) then Yen equivalent of the aggregate amount of Accounts owed by
Concurrent  Nippon  to  Borrower outstanding in excess of ninety (90) days, plus
                                                                            ----
(2)  the maximum amount that Borrower may be required to pay under guaranties of
lines  of  credit  made  available  by third party lenders to Concurrent Nippon.

          7.14     TRANSACTIONS  WITH  AFFILIATES.  Directly or indirectly enter
into  or permit to exist any material transaction with any Affiliate of Borrower
except  for transactions that are in the ordinary course of Borrower's business,
upon  fair  and reasonable terms, that are fully disclosed to Foothill, and that
are  no  less  favorable  to  Borrower than would be obtained in an arm's length
transaction  with  a  non-Affiliate.

          7.15     INACTIVE SUBSIDIARIES.  Permit any Inactive Subsidiary to own
assets  that have a value in excess of Twenty-Five Thousand Dollars ($25,000) or
to  conduct  any  business  operations.

          7.16     SUSPENSION.  Suspend  or  go  out of a substantial portion of
its  business.

          7.17     COMPENSATION.  Increase  the  annual  fee or per-meeting fees
paid  to  directors  during  any  year  by  more  than  15% over the prior year.

          7.18     USE  OF  PROCEEDS.  Use  the  proceeds  of  the Advances made
hereunder  for  any  purpose  other  than  (a)  on  the  Closing  Date,  to  pay
transactional costs and expenses incurred in connection with this Agreement, and
(b)  thereafter, consistent with the terms and conditions hereof, for its lawful
and  permitted  corporate  purposes.

          7.19     CHANGE  IN  LOCATION OF CHIEF EXECUTIVE OFFICE; INVENTORY AND
EQUIPMENT  WITH  BAILEES.  Relocate its chief executive office to a new location
without  providing 30 days prior written notification thereof to Foothill 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  Foothill's  security  interests  and  also  provides  to  Foothill  a
Collateral  Access  Agreement  with respect to such new location.  The Inventory
and  Equipment  shall  not at any time now or hereafter be stored with a bailee,
warehouseman,  or  similar  party  without  Foothill's  prior  written  consent.

          7.20     NO  PROHIBITED  TRANSACTIONS  UNDER  ERISA.  Directly  or
indirectly:

               (a)     engage,  or  permit any Subsidiary of Borrower to engage,
in  any  prohibited  transaction which is reasonably likely to result in a civil
penalty  or excise tax described in Sections 406 of ERISA or 4975 of the IRC for
which a statutory or class exemption is not available or a private exemption has
not  been  previously  obtained  from  the  Department  of  Labor;

               (b)     permit  to  exist  with  respect  to any Benefit Plan any
accumulated  funding  deficiency (as defined in Sections 302 of ERISA and 412 of
the  IRC),  whether  or  not  waived;

               (c)     fail,  or  permit  any Subsidiary of Borrower to fail, to
pay timely required contributions or annual installments due with respect to any
waived  funding  deficiency  to  any  Benefit  Plan;

               (d)     terminate,  or  permit  any  Subsidiary  of  Borrower  to
terminate,  any  Benefit  Plan where such event would result in any liability of
Borrower,  any  of  its  Subsidiaries  or  any ERISA Affiliate under Title IV of
ERISA;

               (e)     fail,  or  permit  any Subsidiary of Borrower to fail, to
make  any  required  contribution  or  payment  to  any  Multiemployer  Plan;

               (f)     fail,  or  permit  any Subsidiary of Borrower to fail, to
pay  any required installment or any other payment required under Section 412 of
the  IRC  on  or  before  the  due  date  for such installment or other payment;

               (g)     amend,  or  permit any Subsidiary of Borrower to amend, a
Plan  resulting  in an increase in current liability for the plan year such that
either  of  Borrower,  any  Subsidiary  of  Borrower  or  any ERISA Affiliate is
required  to  provide security to such Plan under Section 401(a)(29) of the IRC;
or

               (h)     withdraw,  or  permit  any  Subsidiary  of  Borrower  to
withdraw, from any Multiemployer Plan where such withdrawal is reasonably likely
to  result  in  any  liability  of  any  such  entity  under  Title IV of ERISA;

which,  individually  or  in  the  aggregate,  results in or reasonably would be
expected  to  result  in  a  claim  against or liability of Borrower, any of its
Subsidiaries  or  any  ERISA  Affiliate  in  excess  of  $1,500,000.

          7.21          FINANCIAL  COVENANTS.

               (a)     Current  Ratio.  A  ratio  of Consolidated Current Assets
divided  by Consolidated Current Liabilities of at least 1.10 : 1.0, measured on
a  fiscal  quarter-end  basis;

               (b)     Total  Liabilities  to Tangible Net Worth Ratio.  A ratio
of  Borrower's  total liabilities divided by Tangible Net Worth of not more than
5.0  :  1.0,  measured  on  a  fiscal  quarter-end  basis;

               (c)     Tangible  Net  Worth.  Tangible  Net  Worth  of  at least
$16,000,000,  measured  on  a  fiscal  quarter-end  basis;

               (d)     Total  Obligations  to  Annualized  Service  Revenues.  A
ratio  of  the  total  amount  outstanding  under  Section  2.1  divided  by the
                                                   ------------
Annualized  Service  Revenues of not more than 0.25 : 1, as measured on a fiscal
quarter-end  basis;  and

               (e)     EBITDA.  EBITDA,  measured on a fiscal year-end basis, of
at  least;

<TABLE>
<CAPTION>

Period         Minimum EBITDA
<S>            <C>
June 30, 1998  $     5,710,000
June 30, 1999  $     5,346,000
June 30, 2000  $     5,826,000
-------------  ---------------
</TABLE>


          7.22     CAPITAL  EXPENDITURES.  Make  capital  expenditures  in  any
fiscal  year  in  excess  of $9,000,000; provided, however that if the aggregate
                                         --------  -------
amount  of  capital expenditures made or committed by Borrower during any fiscal
year  is less than the maximum amount permitted hereby for such fiscal year, the
amount of capital expenditures permitted for the succeeding fiscal year shall be
increased  by  such difference, but in no event shall the amount of such capital
expenditures  for  any  fiscal  year  exceed  $10,000,000.

     8.          EVENTS  OF  DEFAULT.

          Any  one  or more of the following events shall constitute an event of
default  (each,  an  "Event  of  Default")  under  this  Agreement:

          8.1     If Borrower fails to pay when due and payable or when declared
due  and payable, any portion of the Obligations (whether of principal, interest
(including  any  interest  which, but for the provisions of the Bankruptcy Code,
would  have  accrued  on  such  amounts),  fees  and  charges  due  Foothill,
reimbursement  of Foothill Expenses, or other amounts constituting Obligations);

          8.2     (a)  If  Borrower  or  any  Subsidiary  of  Borrower  fails or
neglects  to perform, keep, or observe any term, provision, condition, covenant,
or  agreement contained in Sections 6.2 (Collateral Reports) or 6.5 (Designation
                           -----------------------------------------------------
of  Inventory) of this Agreement and such failure continues for a period of five
--------------
(5)  days  from  the  date  of  such  failure or neglect; (b) If Borrower or any
Subsidiary  of Borrower fails or neglects to perform, keep, or observe any term,
provision,  condition,  covenant,  or  agreement  contained  in  Sections  6.3
                                                                 -------------
(Financial  Statements),  6.4  (Tax  Returns),  6.7  (Title  to Equipment), 6.12
         -----------------------------------------------------------------------
(Location  of  Inventory  and  Equipment),  6.13 (Compliance with Laws), or 6.15
      --------------------------------------------------------------------------
(Leases)  of  this Agreement and such failure continues for a period of ten (10)
--------
days from the date of such failure or neglect; (c) If Borrower or any Subsidiary
of  Borrower fails or neglects to perform, keep, or observe any term, provision,
condition,  covenant,  or  agreement  contained  in  Section 6.8 (Maintenance of
                                                     ---------------------------
Equipment)  of this Agreement and such failure continues for a period of fifteen
----------
(15)  days  from the date Foothill sends Borrower written notice of such failure
or  neglect;  (d) If Borrower or any Subsidiary of Borrower fails or neglects to
perform,  keep,  or observe, in any material respect, any other term, provision,
condition,  covenant,  or  agreement  contained in this Agreement, in any of the
Loan  Documents,  or in any other present or future agreement between any Debtor
and  Foothill  (other  than  any  such  term, provision, condition, covenant, or
agreement  that  is  the  subject  of  another  provision  of  this  Section 8);

          8.3          If  there  is  a  Material  Adverse  Change;

          8.4     If  any material portion of Borrower's properties or assets is
attached, seized, subjected to a writ or distress warrant, or is levied upon, or
comes  into  the  possession  of  any  third  Person;

          8.5          If  an  Insolvency  Proceeding  is commenced by Borrower;

          8.6     If  an  Insolvency Proceeding is commenced against Borrower or
any  Subsidiary of Borrower and any of the following events occur:  (a) Borrower
-or  any  Subsidiary  of  Borrower consents to the institution of the Insolvency
Proceeding  against it; (b) the petition commencing the Insolvency Proceeding is
not  timely  controverted; (c) the petition commencing the Insolvency Proceeding
is  not  dismissed  within  45  calendar days of the date of the filing thereof;
provided,  however,  that, during the pendency of such period, Foothill shall be
--------   -------
relieved  of its obli-ga-tion to extend credit hereunder; (d) an interim trustee
is  appointed  to  take  possession  of  all  or  a  substantial  portion of the
properties  or  assets  of,  or to operate all or any substantial portion of the
business of, Borrower- or any Subsidiary of Borrower; or (e) an order for relief
shall  have  been  issued  or  entered  therein;

          8.7     If  Borrower  is enjoined, restrained, or in any way prevented
by  court  order  from  continuing  to  conduct  all or any material part of its
business  affairs;

          8.8     If  a  notice  of Lien, levy, or assessment is filed of record
with  respect  to  any  of  Borrower's properties or assets by the United States
Government,  or  any  department,  agency, or instrumentality thereof, or by any
state, county, municipal, or governmental agency, or if any taxes or debts owing
at  any  time  hereafter  to  any  one  or more of such entities becomes a Lien,
whether choate or otherwise, upon any of Borrower's properties or assets and the
same  (a)  is  not paid on the payment date thereof, (b) is not the subject of a
Permitted Protest, or (c) relates to an amount in excess of One Hundred Thousand
Dollars  ($100,000);

          8.9     If  a  judgment  or  other claim becomes a Lien or encumbrance
upon  any  material  portion  of  Borrower's  properties  or  assets;

          8.10     If  there  is  a  default  in any material agreement to which
Borrower  is  a  party  with  one or more third Persons and (a) such default (i)
occurs at the final maturity of the obligations thereunder, or (ii) results in a
right  by such third Person(s), irrespective of whether exercised, to accelerate
the  maturity of Borrower's obligations thereunder, and (b) such default relates
to  an  obligation  in an amount in excess of Thirty Thousand Dollars ($30,000);

          8.11     If Borrower makes any payment on account of Indebtedness that
has  been  contractually  subordinated in right of payment to the payment of the
Obligations,  except to the extent such payment is permitted by the terms of the
subordination  provisions  applicable  to  such  Indebtedness;

          8.12     If  (a) any material misstatement or misrepresentation exists
now  or  hereafter in any warranty, representation, statement, or report made to
Foothill  by  Borrower  or any Subsidiary of Borrower, or any officer, employee,
agent,  or  director  of  Borrower  or  any  Subsidiary of Borrower, except with
respect  to  those  warranties, representations, statements, or reports that are
limited  by  their  express  terms  to  a specific time or date, or (b) any such
warranty  or  representation  is  withdrawn;  or

          8.13     If  the  obligation  of  any  guarantor under its guaranty or
other third Person under any Loan Document is limited or terminated by operation
of  law  or  by  the  guarantor  or  other  third Person thereunder, or any such
guarantor or other third Person becomes the subject of an Insolvency Proceeding.

     9.          FOOTHILL'S  RIGHTS  AND  REMEDIES.

          9.1     RIGHTS  AND  REMEDIES.  Upon  the  occurrence,  and during the
continuation,  of  an  Event  of  Default Foothill may, at its election, without
notice  of its election and without demand, do any one or more of the following,
all  of  which  are  authorized  by  Borrower:

               (a)     Declare  all  Obligations,  whether  evidenced  by  this
Agreement, by any of the other Loan Documents, or otherwise, immediately due and
payable;

               (b)     Cease  advancing  money or extending credit to or for the
benefit  of  Borrower  under this Agreement, under any of the Loan Documents, or
under  any  other  agreement  between  Borrower  and  Foothill;

               (c)     Terminate  this  Agreement  and  any  of  the  other Loan
Documents  as  to  any  future  liability or obligation of Foothill, but without
affecting Foothill's rights and security interests in the Collateral and without
affecting  the  Obligations;

               (d)     Settle  or  adjust  disputes  and  claims  directly  with
Account  Debtors  for amounts and upon terms which Foothill considers advisable,
and  in  such  cases, Foothill will credit Borrower's Loan Account with only the
net  amounts  received  by  Foothill  in payment of such disputed Accounts after
deducting  all  Foothill  Expenses incurred or expended in connection therewith;

               (e)     Cause  Borrower  to  hold all returned Inventory in trust
for  Foothill,  segregate  all  returned  Inventory  from  all other property of
Borrower  or  in  Borrower's  possession  and  conspicuously label said returned
Inventory  as  the  property  of  Foothill;

               (f)     Without  notice  to  or  demand  upon  Borrower  or  any
guarantor,  make  such payments and do such acts as Foothill considers necessary
or  reasonable  to  protect  its security interests in the Collateral.  Borrower
agrees  to  assemble  the  Collateral  if  Foothill so requires, and to make the
Collateral available to Foothill as Foothill may designate.  Borrower authorizes
Foothill  to  enter  the  premises  where the Collateral is located, to take and
maintain  possession of the Collateral, or any part of it, and to pay, purchase,
contest,  or  compromise  any  encumbrance,  charge,  or Lien that in Foothill's
determination  appears  to  conflict  with its security interests and to pay all
expenses  incurred  in  connection therewith.  With respect to any of Borrower's
owned  or  leased  premises,  Borrower hereby grants Foothill a license to enter
into  possession of such premises and to occupy the same, without charge, for up
to  120  days in order to exercise any of Foothill's rights or remedies provided
herein,  at  law,  in  equity,  or  otherwise;

               (g)     Without  notice  to Borrower (such notice being expressly
waived),  and without constituting a retention of any collateral in satisfaction
of  an  obligation (within the meaning of Section 9505 of the Code), set off and
apply  to the Obligations any and all (i) balances and deposits of Borrower held
by  Foothill  (including  any amounts received in the Lockbox Accounts), or (ii)
indebtedness  at  any time owing to or for the credit or the account of Borrower
held  by  Foothill;

               (h)     Hold,  as  cash  collateral,  any  and  all  balances and
deposits  of  Borrower held by Foothill, and any amounts received in the Lockbox
Accounts,  to  secure  the  full  and final repayment of all of the Obligations;

               (i)     Ship,  reclaim, recover, store, finish, maintain, repair,
prepare  for  sale,  advertise  for  sale,  and sell (in the manner provided for
herein)  the Collateral.  Foothill 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, trade names, trademarks, service marks, and advertising
matter,  or  any property of a similar nature, as it pertains to the Collateral,
in  completing  production  of, advertising for sale, and selling any Collateral
and  Borrower's  rights  under  all  licenses and all franchise agreements shall
inure  to  Foothill's  benefit;

               (j)     Sell  the  Collateral at either a public or private sale,
or  both, by way of one or more contracts or transactions, for cash or on terms,
in  such  manner  and at such places (including Borrower's premises) as Foothill
determines  is commercially reasonable.  It is not necessary that the Collateral
be  present  at  any  such  sale;

               (k)     Foothill  shall  give  notice  of  the disposition of the
Collateral  as  follows:

                    (1)     Foothill  shall  give  Borrower and each holder of a
security  interest  in  the  Collateral  who  has  filed with Foothill a written
request  for  notice,  a notice in writing of the time and place of public sale,
or,  if the sale is a private sale or some other disposition other than a public
sale  is  to  be  made  of  the  Collateral, then the time on or after which the
private  sale  or  other  disposition  is  to  be  made;

                    (2)     The  notice shall be personally delivered or mailed,
postage  prepaid,  to Borrower as provided in Section 12, at least 5 days before
                                              ----------
the  date  fixed  for  the  sale, or at least 5 days before the date on or after
which the private sale or other disposition is to be made; no notice needs to be
given  prior  to  the  disposition  of  any  portion  of  the Collateral that is
perishable  or  threatens  to  decline  speedily  in  value or that is of a type
customarily  sold on a recognized market.  Notice to Persons other than Borrower
claiming  an  interest in the Collateral shall be sent to such addresses as they
have  furnished  to  Foothill;

                    (3)     If  the  sale  is to be a public sale, Foothill also
shall give notice of the time and place by publishing a notice one time at least
5  days before the date of the sale in a newspaper of general circulation in the
county  in  which  the  sale  is  to  be  held;

               (l)     Foothill  may credit bid and purchase at any public sale;
and

               (m)     Any  deficiency  that  exists  after  disposition  of the
Collateral  as  provided above will be paid immediately by Borrower.  Any excess
will  be  returned, without interest and subject to the rights of third Persons,
by  Foothill  to  Borrower.

          9.2     REMEDIES  CUMULATIVE.  Foothill's  rights  and  remedies under
this  Agreement,  the  Loan  Documents,  and  all  other  agreements  shall  be
cumulative.  Foothill  shall have all other rights and remedies not inconsistent
herewith  as  provided  under  the  Code,  by law, or in equity.  No exercise by
Foothill  of  one  right or remedy shall be deemed an election, and no waiver by
Foothill  of any Event of Default shall be deemed a continuing waiver.  No delay
by  Foothill  shall  constitute  a  waiver,  election,  or  acquiescence  by it.

     10.          TAXES  AND  EXPENSES.

          If  Borrower  fails  to  pay  any  monies (whether taxes, assessments,
insurance  premiums,  or,  in  the case of leased properties or assets, rents or
other  amounts payable under such leases) due to third Persons, or fails to make
any  deposits  or  furnish  any  required  proof  of  payment or deposit, all as
required  under  the  terms of this Agreement, then, to the extent that Foothill
determines  that  such  failure  by  Borrower could result in a Material Adverse
Change,  in its discretion and without prior notice to Borrower, Foothill may do
any  or all of the following:  (a) make payment of the same or any part thereof;
(b)  set up such reserves in Borrower's Loan Account as Foothill deems necessary
to protect Foothill from the exposure created by such failure; or (c) obtain and
maintain  insurance policies of the type described in Section 6.10, and take any
                                                      ------------
action  with  respect  to  such  policies  as  Foothill deems prudent.  Any such
amounts  paid by Foothill shall constitute Foothill Expenses.  Any such payments
made  by  Foothill shall not constitute an agreement by Foothill to make similar
payments  in  the  future  or a waiver by Foothill of any Event of Default under
this  Agreement.  Foothill  need  not inquire as to, or contest the validity of,
any  such expense, tax, or Lien and the receipt of the usual official notice for
the  payment  thereof shall be conclusive evidence that the same was validly due
and  owing.

     11.          WAIVERS;  INDEMNIFICATION.

          11.1     DEMAND;  PROTEST;  ETC.  Borrower  waives  demand,  protest,
notice  of  protest,  notice  of  default  or  dishonor,  notice  of payment and
nonpayment,  nonpayment at maturity, release, compromise, settlement, extension,
or renewal of accounts, documents, instruments, chattel paper, and guarantees at
any  time  held  by  Foothill  on  which  Borrower  may  in  any  way be liable.

          11.2     FOOTHILL'S  LIABILITY  FOR  COLLATERAL.  So  long as Foothill
complies  with its obligations, if any, under Section 9207 of the Code, Foothill
shall  not  in  any  way  or  manner  be  liable  or  responsible  for:  (a) the
safekeeping  of  the  Collateral;  (b)  any  loss or damage thereto occurring or
arising in any manner or fashion from any cause; (c) any diminution in the value
thereof;  or  (d)  any  act  or  default  of  any carrier, warehouseman, bailee,
forwarding agency, or other Person.  All risk of loss, damage, or destruction of
the  Collateral  shall  be  borne  by  Borrower.

          11.3     INDEMNIFICATION.  Borrower  shall pay, indemnify, defend, and
hold  Foothill,  each  Participant,  and  each  of  their  respective  officers,
directors,  employees,  counsel,  agents,  and  attorneys-in-fact  (each,  an
"Indemnified Person") harmless (to the fullest extent permitted by law) from and
against  any  and  all  claims,  demands,  suits,  actions,  investigations,
proceedings,  and  damages,  and all reasonable attorneys fees and disbursements
and  other  costs and expenses actually incurred in connection therewith (as and
when they are incurred and irrespective of whether suit is brought), at any time
asserted against, imposed upon, or incurred by any of them in connection with or
as  a result of or related to the execution, delivery, enforcement, performance,
and  administration  of  this  Agreement  and  any  other  Loan Documents or the
transactions  contemplated  herein,  and  with  respect  to  any  investigation,
litigation, or proceeding related to this Agreement, any other Loan Document, or
the  use  of  the  proceeds  of  the  credit provided hereunder (irrespective of
whether  any Indemnified Person is a party thereto), or any act, omission, event
or  circumstance in any manner related thereto (all the foregoing, collectively,
the  "Indemnified  Liabilities").  Borrower  shall  have  no  obligation  to any
Indemnified  Person  under  this  Section  11.3  with respect to any Indemnified
                                  -------------
Liability  that  a  court  of  competent jurisdiction finally determines to have
resulted  from  the  gross  negligence or willful misconduct of such Indemnified
Person.  This  provision shall survive the termination of this Agreement and the
repayment  of  the  Obligations.

     12.          NOTICES.

          Unless otherwise provided in this Agreement, all notices or demands by
any  party  relating  to  this  Agreement or any other Loan Document shall be in
writing  and  (except for financial statements and other informational documents
which  may  be  sent  by  first-class mail, postage prepaid) shall be personally
delivered  or  sent  by  registered  or  certified mail (postage prepaid, return
receipt  requested),  overnight  courier,  or  telefacsimile  to  Borrower or to
Foothill,  as  the  case  may  be,  at  its  address  set  forth  below:

          IF  TO  BORROWER:   CONCURRENT  COMPUTER  CORPORATION
                              2101  W.  Cypress  Creek  Road
                              Fort  Lauderdale,  Florida  33309
                              Attn:  Mr.  Daniel  S.  Dunleavy
                              Fax  No.  954.973.5253

          WITH  COPIES  TO:   CONCURRENT  COMPUTER  CORPORATION
                              2101  W.  Cypress  Creek  Road
                              Fort  Lauderdale,  Florida  33309
                              Attn:  Karen  Fink,  Esq.
                              Fax  No.  954.973.5253

          IF  TO  FOOTHILL:   FOOTHILL  CAPITAL  CORPORATION
                              11111  Santa  Monica  Boulevard
                              Suite  1500
                              Los  Angeles,  California  90025-3333
                              Attn:  Business  Finance  Division  Manager
                              Fax  No.  310.478.9788

          WITH  COPIES  TO:   BROBECK,  PHLEGER  & HARRISON LLP
                              550  South  Hope  Street
                              Los Angeles, California 90071
                              Attn:  John Francis  Hilson,  Esq.
                              Fax  No.  213.745.3345

          The parties hereto may change the address at which they are to receive
notices  hereunder,  by  notice  in writing in the foregoing manner given to the
other.  All  notices  or  demands sent in accordance with this Section 12, other
                                                               ----------
than  notices  by Foothill in connection with Sections 9504 or 9505 of the Code,
shall  be deemed received on the earlier of the date of actual receipt or 3 days
after  the  deposit  thereof in the mail.  Borrower acknowledges and agrees that
notices  sent  by  Foothill in connection with Sections 9504 or 9505 of the Code
shall  be  deemed  sent  when deposited in the mail or personally delivered, or,
where  permitted  by  law, transmitted telefacsimile or other similar method set
forth  above.

     13.          CHOICE  OF  LAW  AND  VENUE;  JURY  TRIAL  WAIVER.

          THE  VALIDITY  OF  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS
EXPRESSLY  PROVIDED  TO  THE  CONTRARY  IN  AN  ANOTHER  LOAN  DOCUMENT),  THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS
OF  THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER
OR  THEREUNDER  OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED
BY,  AND  CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.  THE
PARTIES  AGREE  THAT  ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT  AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE
STATE  AND  FEDERAL  COURTS  LOCATED  IN  THE  COUNTY  OF  LOS ANGELES, STATE OF
CALIFORNIA  OR,  AT  THE  SOLE  OPTION  OF FOOTHILL, IN ANY OTHER COURT IN WHICH
FOOTHILL  SHALL  INITIATE  LEGAL  OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT
MATTER  JURISDICTION  OVER  THE  MATTER  IN  CONTROVERSY.  EACH  OF BORROWER AND
FOOTHILL  WAIVES,  TO  THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH
MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO
THE  EXTENT  ANY  PROCEEDING  IS  BROUGHT  IN  ACCORDANCE  WITH THIS SECTION 13.
                                                                     ----------
BORROWER  AND  FOOTHILL  HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY  CLAIM  OR  CAUSE  OF  ACTION  BASED  UPON OR ARISING OUT OF ANY OF THE LOAN
DOCUMENTS  OR  ANY  OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT
CLAIMS,  TORT  CLAIMS,  BREACH  OF  DUTY  CLAIMS,  AND  ALL  OTHER COMMON LAW OR
STATUTORY CLAIMS.  EACH OF BORROWER AND FOOTHILL REPRESENTS THAT IT HAS REVIEWED
THIS  WAIVER  AND  EACH  KNOWINGLY  AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING  CONSULTATION  WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY
OF  THIS  AGREEMENT  MAY  BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     14.          DESTRUCTION  OF  BORROWER'S  DOCUMENTS.

          All  documents, schedules, invoices, agings, or other papers delivered
to Foothill may be destroyed or otherwise disposed of by Foothill 4 months after
they  are  delivered  to  or  received by Foothill, unless Borrower requests, in
writing,  the  return  of  said  documents, schedules, or other papers and makes
arrangements,  at  Borrower's  expense,  for  their  return.

     15.          GENERAL  PROVISIONS.

          15.1     EFFECTIVENESS.  This  Agreement  shall  be binding and deemed
effective  when  executed  by  Borrower  and  Foothill.

          15.2     SUCCESSORS  AND ASSIGNS.  This Agreement shall bind and inure
to  the benefit of the respective successors and assigns of each of the parties;
provided,  however, that Borrower may not assign this Agreement or any rights or
--------   -------
duties  hereunder  without  Foothill's  prior written consent and any prohibited
assignment  shall  be  absolutely void.  No consent to an assignment by Foothill
shall release Borrower from its Obligations.  Foothill may assign this Agreement
and  its  rights  and duties hereunder and no consent or approval by Borrower is
required in connection with any such assignment.  Foothill reserves the right to
sell,  assign,  transfer,  negotiate, or grant participations in all or any part
of,  or any interest in Foothill's rights and benefits hereunder.  In connection
with  any  such assignment or participation, Foothill may disclose all documents
and information which Foothill now or hereafter may have relating to Borrower or
Borrower's  business.  To  the  extent  that  Foothill  assigns  its  rights and
obligations  hereunder  to a third Person, Foothill thereafter shall be released
from  such  assigned  obligations to Borrower and such assignment shall effect a
novation  between  Borrower  and  such  third  Person.  Anything to the contrary
contained  herein  notwithstanding, Foothill agrees that (a) so long as no Event
of  Default  has occurred and is continuing, Foothill will not assign any of its
rights  and  obligations  hereunder  to  a third Person known to be engaged in a
business  that  is  directly  competitive  with the business of Borrower or to a
third  Person known to have a significant investment, directly or indirectly, in
a  Person  that  is  engaged in a business that is directly competitive with the
business  of  Borrower,  and  (b)  the  costs and expenses of any participant of
Foothill  shall  not  be  for  the  account  of  Borrower.

          15.3     SECTION  HEADINGS.  Headings  and numbers have been set forth
herein  for  convenience only.  Unless the contrary is compelled by the context,
everything  contained  in each section applies equally to this entire Agreement.

          15.4     INTERPRETATION.  Neither  this  Agreement nor any uncertainty
or ambiguity herein shall be construed or resolved against Foothill or Borrower,
whether  under  any  rule  of  construction or otherwise.  On the contrary, this
Agreement  has  been  reviewed  by  all  parties  and  shall  be  construed  and
interpreted  according to the ordinary meaning of the words used so as to fairly
accomplish  the  purposes  and  intentions  of  all  parties  hereto.

          15.5     SEVERABILITY OF PROVISIONS.  Each provision of this Agreement
shall  be severable from every other provision of this Agreement for the purpose
of  determining  the  legal  enforceability  of  any  specific  provision.

          15.6     AMENDMENTS IN WRITING.  This Agreement can only be amended by
a  writing  signed  by  both  Foothill  and  Borrower.

          15.7     COUNTERPARTS; TELEFACSIMILE EXECUTION.  This Agreement may be
executed  in  any  number  of  counterparts and by different parties on separate
counterparts,  each of which, when executed and delivered, shall be deemed to be
an original, and all of which, when taken together, shall constitute but one and
the  same  Agreement.  Delivery  of an executed counterpart of this Agreement by
telefacsimile  shall be equally as effective as delivery of an original executed
counterpart  of this Agreement.  Any party delivering an executed counterpart of
this  Agreement  by  telefacsimile  also  shall  deliver  an  original  executed
counterpart  of  this  Agreement but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this  Agreement.

          15.8     REVIVAL  AND REINSTATEMENT OF OBLIGATIONS.  If the incurrence
or payment of the Obligations by Borrower or any guarantor of the Obligations or
the  transfer  by  either or both of such parties to Foothill of any property of
either or both of such parties should for any reason subsequently be declared to
be  void  or  voidable  under  any  state  or federal law relating to creditors'
rights,  including  provisions  of  the  Bankruptcy  Code relating to fraudulent
conveyances, preferences, and other voidable or recoverable payments of money or
transfers  of property (collectively, a "Voidable Transfer"), and if Foothill is
required  to  repay or restore, in whole or in part, any such Voidable Transfer,
or  elects  to  do so upon the reasonable advice of its counsel, then, as to any
such  Voidable  Transfer,  or  the  amount  thereof that Foothill is required or
elects  to  repay  or  restore,  and  as  to all reasonable costs, expenses, and
attorneys  fees  of  Foothill related thereto, the liability of Borrower or such
guarantor  automatically  shall  be  revived, reinstated, and restored and shall
exist  as  though  such  Voidable  Transfer  had  never  been  made.

          15.9     INTEGRATION.  This  Agreement,  together  with the other Loan
Documents,  reflects the entire understanding of the parties with respect to the
transactions  contemplated  hereby and shall not be contradicted or qualified by
any  other  agreement,  oral  or  written,  before  the  date  hereof.

          IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to
be  executed  in  Los  Angeles,  California.


                         CONCURRENT  COMPUTER  CORPORATION,
                         a  Delaware  corporation


                         By      /s/    Daniel  S.  Dunleavy
                             -------------------------------

                         Title:


                         FOOTHILL  CAPITAL  CORPORATION,
                         a  California  corporation


                         By      /s/  Todd  Colpitts
                             -----------------------

                         Title:  A.V.P.
                                 ------

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