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                                                                      EXHIBIT 10


[COMERICA LOGO]

                                CREDIT AGREEMENT


THIS CREDIT AGREEMENT is made and delivered to be effective as of January 31,
2002, by and between DOCUCORP INTERNATIONAL, INC., a Delaware corporation
(herein referred to with all successors, assigns and/or personal representatives
as the "Borrower"), and COMERICA BANK-TEXAS (herein referred to with its
successors and assigns as the "Bank"). For and in consideration of the mutual
promises herein contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Borrower and Bank agree as
follows:

SECTION 1. DEFINITIONS

1.1      Defined Terms. The following terms, as used in this Agreement, shall
         have the meanings set forth below. The singular number shall be deemed
         to include the plural, the masculine gender shall include the feminine
         and neuter genders, and vice versa.

         "AFFILIATE" shall mean, when used with respect to any Person, any other
         Person which, directly or indirectly, controls or is controlled by or
         is under common control with such Person. For purposes of this
         definition, "control" (including, with correlative meanings, the terms
         "controlled by" and "under common control with"), with respect to any
         Person, shall mean possession, directly or indirectly, of the power to
         direct or cause the direction of the management and policies of such
         Person, whether through the ownership of voting securities, by contract
         or otherwise.

         "AFFILIATE RECEIVABLES" shall mean, as of any time of determination,
         any amounts in respect of loans or advances owing to Borrower or
         another Loan Party from any of its Subsidiaries or Affiliates (other
         than Affiliates which are Guarantors of all Indebtedness) at such time.

         "AGREEMENT" shall mean this Credit Agreement, including all addenda,
         exhibits and schedules now or hereafter made a part hereof, as the same
         may be amended from time to time.

         "APPLICABLE INTEREST RATE" shall mean, with respect to the Indebtedness
         from time to time outstanding under any promissory note or other Loan
         Document evidencing the Indebtedness, the rate or rates provided in
         such note as the applicable interest rate.

         "CAPITAL EXPENDITURE" shall mean any expenditure by a Person for (a) an
         asset which will be used in a year or years subsequent to the year in
         which the expenditure is made and which asset is properly classified in
         relevant financial statements of such Person as equipment, real
         property, a fixed asset or a similar type of capitalized asset in
         accordance with GAAP or (b) an asset relating to or acquired in
         connection with an acquired business, and any and all acquisition costs
         related to (a) or (b) above.

         "CASH EQUIVALENT" shall mean:

                  (a) securities issued directly and fully guaranteed or insured
         by the United States of America or any agency or instrumentality
         thereof (provided, that the full faith and credit of the United States
         of America is pledged in support thereof);

                  (b) demand and time deposits and certificates of deposits,
         commercial paper issued by the parent corporation of any domestic
         commercial bank of recognized standing having capital and surplus in
         excess of $100,000,000;

                  (c) commercial paper issued by others rated at least A-2 or
         the equivalent thereof by Standard & Poor's Corporation or at least P-2
         or the equivalent by Moody's Investors Service, Inc.;

                  (d) repurchase obligations with a term of not more than seven
         (7) days for underlying securities of the types described in clause (a)
         above entered into with any commercial bank meeting the specifications
         of clause (b) above;

                  (e) banker's acceptances;

                  (f) investments in money market or other mutual funds
         substantially all of whose assets comprise securities of the types
         described in clauses (a) through (e) above;


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                  (g) up to $3,000,000 in short-term notes of Safeguard
         Scientifics, Inc.

         and in the case of each of (a), (b) and (c) maturing within one year
         after the date of acquisition.

         "CHANGE OF CONTROL" shall mean:

                  (a) any sale, transfer, conveyance or other disposition (other
         than by way of merger or consolidation) of all or substantially all of
         the Borrower's assets, on a consolidated basis, in one transaction or a
         series of related transactions, to any "person" (including any group
         that is deemed to be a "person"); or

                  (b) the Continuing Directors cease for any reason to
         constitute a majority of the Borrower's Board of Directors then in
         office.

         "COLLATERAL" shall mean all property, assets and rights in which a Lien
         or other encumbrance in favor of or for the benefit of Bank is or has
         been granted or arises or has arisen, or may hereafter be granted or
         arise, under or in connection with any Loan Document, or otherwise, to
         secure the payment or performance of any portion of the Indebtedness.

         "CONTINUING DIRECTORS" shall mean during any period of 12 consecutive
         months after the date hereof, individuals who at the beginning of any
         such 12-month period constituted the Board of Directors of the Borrower
         (together with new directors whose election by such Board of Directors
         or whose nomination for election by the shareholders of the Borrower
         was approved by vote of a majority of the directors then still in
         office who were either directors at the beginning of such period or
         whose election or nomination for election was previously so approved,
         including new directors designated in or provided for in an agreement
         regarding the merger, consolidation or sale, transfer or other
         conveyance, of all or substantially all of the assets of the Borrower,
         if such agreement was approved by a vote of such majority of
         directors).

         "CURRENT ASSETS" shall mean, in respect of a Person and as of any
         applicable date of determination, all current assets of such Person
         determined in accordance with GAAP.

         "CURRENT LIABILITIES" shall mean, in respect of a Person and as of any
         applicable date of determination, all liabilities of such Person that
         should be classified as current in accordance with GAAP and all amounts
         then outstanding under the Revolving Note, regardless of whether such
         amounts are classified as current, but excluding deferred revenue.

         "CURRENT RATIO" shall mean, in respect of a Person and as of any
         applicable date of determination thereof, the ratio of Current Assets
         to Current Liabilities.

         "DEBT" shall mean, as of any applicable date of determination thereof,
         all liabilities of a Person that should be classified as liabilities in
         accordance with GAAP. In the case of Borrower, the term "Debt" shall
         include, without limitation, the Indebtedness.

         "DEBT-TO-TANGIBLE NET WORTH RATIO" shall mean, with respect to any
         Person, and as of any applicable date of determination thereof, the
         ratio of (a) the total Debt of such Person less the total Subordinated
         Debt of such Person to (b) the Tangible Net Worth of such Person."

         "DEFAULT" shall mean, any condition or event which, with the giving of
         notice or the passage of time, or both, would constitute an Event of
         Default.

         "EBITDA" shall mean, with respect to any Person, and as to any
         applicable period of determination, the Net Income of such Person for
         such period before deduction for interest expense (determined in
         accordance with GAAP), income taxes (and other taxes of such Person
         determined by reference to the income or profits of such Person) and
         the amount of depreciation and amortization expense of such Person.

         "ENVIRONMENTAL LAW(s)" shall mean all laws, codes, ordinances, rules,
         regulations, orders, decrees and directives issued by any federal,
         state, local, foreign or other governmental or quasi governmental
         authority or body (or any agency, instrumentality or political
         subdivision thereof) pertaining to Hazardous Materials or otherwise
         intended to regulate or improve health, safety or the environment,
         including, without limitation, any hazardous materials or wastes, toxic
         substances, flammable, explosive or radioactive materials, asbestos,
         and/or other similar materials; any so-called


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         "superfund" or "superlien" law, pertaining to Hazardous Materials on or
         about any of the Collateral, or any other property at any time owned,
         leased or otherwise used by any Loan Party, or any portion thereof,
         including, without limitation, those relating to soil, surface,
         subsurface ground water conditions and the condition of the ambient
         air; and any other federal, state, foreign or local statute, law,
         ordinance, code, rule, regulation, order or decree regulating, relating
         to, or imposing liability or standards of conduct concerning, any
         hazardous, toxic, radioactive, flammable or dangerous waste, substance
         or material, as now or at anytime hereafter in effect.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as amended, or any successor act or code.

         "EVENT OF DEFAULT" shall mean any of those conditions or events listed
         in Section 6.1 of this Agreement.

         "GAAP" shall mean generally accepted accounting principles consistently
         applied.

         "GOVERNMENTAL AUTHORITY" shall mean the United States, each state, each
         county, each city, and each other political subdivision in which all or
         any portion of the Collateral is located, and each other political
         subdivision, agency, or instrumentality exercising jurisdiction over
         Bank, any Loan Party, any of the Indebtedness or any Collateral.

         "GOVERNMENTAL REQUIREMENTS" shall mean all laws, ordinances, rules, and
         regulations of any Governmental Authority applicable to any Loan Party,
         any of the Indebtedness or any Collateral.

         "GUARANTOR(s)" shall mean, as the context dictates, any Person(s)
         (other than the Borrower) who shall, at any time, guarantee or
         otherwise be or become obligated for the repayment of all or any part
         of the Indebtedness.

         "HAZARDOUS MATERIAL" shall mean and include any hazardous, toxic or
         dangerous waste, substance or material defined as such in, or for
         purposes of, any Environmental Law(s).

         "INDEBTEDNESS" shall mean all obligations and liabilities of any Loan
         Party to Bank under any Loan Document, together with all other
         indebtedness, obligations and liabilities whatsoever of Borrower to
         Bank, whether matured or unmatured, liquidated or unliquidated, direct
         or indirect, absolute or contingent, joint or several, due or to become
         due, now existing or hereafter arising, voluntary or involuntary, known
         or unknown, or originally payable to Bank or to a third party and
         subsequently acquired by Bank including, without limitation, any: late
         charges; loan fees or charges; overdraft indebtedness; costs incurred
         by Bank in establishing, determining, continuing or defending the
         validity or priority of any Lien or in pursuing any of its rights or
         remedies under any Loan Document or in connection with any proceeding
         involving Bank as a result of any financial accommodation to Borrower;
         debts, obligations and liabilities for which Borrower would otherwise
         be liable to the Bank were it not for the invalidity or enforceability
         of them by reason of any bankruptcy, insolvency or other law or for any
         other reason; and reasonable costs and expenses of attorneys and
         paralegals, whether any suit or other action is instituted, and to
         court costs if suit or action is instituted, and whether any such fees,
         costs or expenses are incurred at the trial court level or on appeal,
         in bankruptcy, in administrative proceedings, in probate proceedings or
         otherwise; provided, however, that the term Indebtedness shall not
         include any consumer loan to the extent treatment of such loan as part
         of the Indebtedness would violate any Governmental Requirement.

         "LETTER OF CREDIT" shall mean a letter of credit issued by the Bank for
         the account of and/or upon the application of the Borrower in
         accordance with this Agreement, as such Letter of Credit may be
         amended, supplemented, extended or confirmed from time to time.

         "LETTER OF CREDIT LIABILITIES" shall mean, at any time and in respect
         of all Letters of Credit, the sum of (a) the aggregate amount available
         to be drawn under all such Letters of Credit plus (b) the aggregate
         unpaid amount of all Reimbursement Obligations then due and payable in
         respect of previous drawings under such Letters of Credit.

         "LIEN" shall mean any valid and enforceable interest in any property,
         whether real, personal or mixed, securing an indebtedness, obligation
         or liability owed to or claimed by any Person other than the owner of
         such property, whether such indebtedness is based on the common law or
         any statute



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         or contract and including, but not limited to, a security interest,
         pledge, mortgage, assignment, conditional sale, trust receipt, lease,
         consignment or bailment for security purposes.

         "LOAN DOCUMENTS" shall mean collectively, this Agreement, any
         promissory notes evidencing Indebtedness, any approved subordination
         agreement, any reimbursement agreement or other documentation executed
         in connection with any Letter of Credit, and any other documents,
         instruments or agreements evidencing, governing, securing, guaranteeing
         or otherwise relating to or executed pursuant to or in connection with
         any of the Indebtedness or any Loan Document (whether executed and
         delivered prior to, concurrently with or subsequent to this Agreement),
         as such documents may have been or may hereafter be amended from time
         to time.

         "LOAN PARTY" shall mean Borrower, each of its Subsidiaries (whether or
         not a party to any Loan Document) and each other Person who or which
         shall be liable for the payment or performance of all or any portion of
         the Indebtedness or who or which shall own any property that is subject
         to (or purported to be subject to) a Lien which secures all or any
         portion of the Indebtedness.

         "MATERIAL ADVERSE EFFECT" shall mean any act, event, condition or
         circumstance which could materially and adversely affect the business,
         operations, condition (financial or otherwise), performance or assets
         of the Borrower, or the Loan Parties taken together, the ability of the
         Borrower, or the Loan Parties taken together to perform their
         obligations under any Loan Document or the enforceability of any Loan
         Document.

         "MAXIMUM LEGAL RATE" shall mean the maximum rate of nonusurious
         interest per annum permitted to be paid by Borrower or, if applicable,
         another Loan Party or received by Bank with respect to the applicable
         portion of the Indebtedness from time to time under applicable state or
         federal law as now or as may be hereafter in effect, including Chapter
         1 D of Title 79 Vernon's Texas Civil Statutes (and as the same may be
         incorporated by reference in other Texas statutes), but otherwise
         without limitation, that rate based upon the "weekly ceiling rate" (as
         defined in Section 303 of the Texas Finance Code).

         "NET INCOME" shall mean the net income (or loss) of a Person for any
         applicable period of determination, determined in accordance with GAAP,
         but excluding, in any event:

         (a)      any gains or losses on the sale or other disposition, not in
                  the ordinary course of business, of investments or fixed or
                  capital assets, and any taxes on the excluded gains and any
                  tax deductions or credits on account of any excluded losses,

         (b)      any non-cash charges that are related only to a Permitted
                  Acquisition;

         (c)      any non-cash charges due to a change in accounting principles
                  as determined by GAAP; and

         (d)      in the case of Borrower, net earnings of any Person, other
                  than a Subsidiary, in which Borrower has an ownership
                  interest, unless such net earnings shall have actually been
                  received by Borrower in the form of cash distributions.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation, or any
         Person succeeding to the present powers and functions of the Pension
         Benefit Guaranty Corporation.

         "PENSION PLAN(s)" shall mean any and all employee benefit pension plans
         of Borrower and/or any of its Subsidiaries in effect from time to time,
         as such term is defined in ERISA.

         "PERMITTED ACQUISITIONS" shall mean, collectively, any purchases or
         acquisitions of all or substantially all of the assets or business
         interests of any Person or shares of stock or other ownership interests
         of any Person and "PERMITTED ACQUISITION" shall mean any of them;
         provided, however in order for any acquisition or purchase to be deemed
         a Permitted Acquisition hereunder, Borrower must submit to Bank, prior
         to Borrower consummating such proposed transaction, pro forma Financial
         Statements of Borrower, consolidated, as applicable, including a
         balance sheet, income statement, and statement of cash flows for the
         projected two (2) year period from the date the proposed acquisition is
         to be consummated, demonstrating compliance during the projected period
         with the Financial Covenants set forth in Section 4.4, and an updated
         Compliance Certificate demonstrating that the Borrower is currently in
         compliance with the Financial Covenants set forth in



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         Section 4.4. Furthermore, in no event may the total consideration for
         all Permitted Acquisitions exceed $7,500,000 in the aggregate.

         "PERMITTED ACQUISITION DEBT" shall mean all Debt, other than the
         Indebtedness, that is assumed or incurred in connection with Permitted
         Acquisitions.

         "PERMITTED ENCUMBRANCES" shall mean: (a) Liens in favor of the Bank;
         (b) Liens for taxes, assessments or other governmental charges which
         are not yet due and payable, incurred in the ordinary course of
         business and for which no interest, late charge or penalty is attaching
         or which are being contested in good faith by appropriate proceedings
         and, if requested by Bank, bonded in an amount and manner satisfactory
         to Bank; (c) Liens, not delinquent, arising in the ordinary course of
         business and created by statute in connection with worker's
         compensation, unemployment insurance, social security and similar
         statutory obligations; (d) Liens of mechanics, materialmen, carriers,
         warehousemen or other like statutory or common law Liens securing
         obligations incurred in good faith in the ordinary course of business
         without violation of any Loan Document that are not yet due and
         payable; and (e) Liens securing capital leases and other purchase money
         Debt, to the extent that such Debt is permitted under Section 5.3 of
         this Agreement.

         "PERSON" or "PERSON" shall mean any individual, corporation,
         partnership, joint venture, limited liability company, association,
         trust, unincorporated association, joint stock company, government,
         municipality, political subdivision or agency, or other entity.

         "REIMBURSEMENT OBLIGATIONS" shall mean, at any time and in respect of
         all Letters of Credit, the aggregate obligations of the Borrower, then
         outstanding or which may thereafter arise, to reimburse the Bank for
         any amount paid or incurred by the Bank in respect of any and all
         drawings under such Letters of Credit, together with any and all other
         Indebtedness, obligations and liabilities of any Loan Party to Bank
         related to such Letters of Credit arising under this Agreement, any
         Letter of Credit application or any other Loan Document.

         "REVOLVING CREDIT MATURITY DATE" shall mean January 31, 2004 or such
         earlier date on which the entire unpaid principal amount of all
         Revolving Loans becomes due and payable whether by the lapse of time,
         acceleration or otherwise; provided, however, if any such date is not a
         business day, then the Revolving Credit Maturity Date shall be the next
         succeeding business day.

         "REVOLVING CREDIT MAXIMUM AMOUNT" shall mean Ten Million and No/100
         Dollars ($10,000,000).

         "REVOLVING CREDIT NOTE" shall mean the Revolving Credit Note dated
         effective as of even date herewith in the maximum original principal
         amount of $10,000,000 made by Borrower payable to the order of the
         Bank, as the same may be renewed, extended, modified, increased or
         restated from time to time.

         "REVOLVING LOAN" shall mean an advance made, or to be made, under the
         revolving credit facility to or for the credit of Borrower by the Bank
         pursuant to this Agreement.

         "SUBORDINATED DEBT" shall mean any Debt of Borrower (other than the
         Indebtedness) which has been subordinated to the Indebtedness pursuant
         to a subordination agreement in form and content satisfactory to the
         Bank.

         "SUBSIDIARY" shall mean as to any particular parent entity, any
         corporation, partnership, limited liability company or other entity
         (whether now existing or hereafter organized or acquired) in which more
         than fifty percent (50%) of the outstanding equity ownership interests
         having voting rights as of any applicable date of determination, shall
         be owned directly, or indirectly through one or more Subsidiaries, by
         such parent entity. As of the date of this Agreement, Borrower's only
         domestic Subsidiaries are: EZPower Systems, Inc., a Delaware
         corporation, Formmaker Software, Inc., a Georgia corporation, Maitland
         Software, Inc., a Maine corporation, Image Sciences, Inc., a Texas
         corporation, and Borrower's only foreign Subsidiaries (i.e. not
         organized under the laws of the United States of America or a state
         thereof) are: DocuCorp Europe Ltd, a company registered in England and
         Wales.

         "TANGIBLE NET WORTH" shall mean, with respect to any Person and as of
         any applicable date of determination, (a) the net book value of all
         assets of such Person (excluding Affiliate Receivables,



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         patent rights, trademarks, trade names, franchises, copyrights,
         licenses, goodwill, and all other intangible assets of such Person),
         after all appropriate deductions in accordance with GAAP (including,
         without limitation, reserves for doubtful receivables, obsolescence,
         depreciation and amortization), less (b) all Debt of such Person at
         such time, plus the Subordinated Debt of such Person.

         "UCC" shall mean the Uniform Commercial Code as adopted and in force in
         the State of Texas, as amended.

1.2      Accounting Terms. All accounting terms not specifically defined in this
         Agreement shall be determined and construed in accordance with GAAP.

SECTION 2. FUNDING LOANS, PAYMENTS, RECOVERIES AND COLLECTIONS

2.1      Funding Loans. Subject to the terms, conditions and procedures of this
         Agreement and each other Loan Document and to the satisfaction of all
         conditions precedent to the making and funding of any loan as set forth
         in any Loan Document, Bank shall make the proceeds of any such loan
         available to Borrower on the disbursement date agreed upon by Bank and
         Borrower by depositing such proceeds into an account maintained by
         Borrower with Bank or as otherwise agreed to in writing by Borrower and
         Bank.

2.2      Revolving Loans. Subject to the terms and conditions of the Loan
         Documents and to the satisfaction of all conditions precedent to the
         making and funding of any loan as set forth in any Loan Document, the
         Bank agrees to make Revolving Loans to Borrower at any time and from
         time to time from the effective date hereof until (but not including)
         the Revolving Credit Maturity Date; and Borrower may borrow, repay and
         re-borrow amounts hereunder, and such repayments may be made without
         premium or penalty. The proceeds of Revolving Loans shall be used
         solely for acquisitions and other working capital needs of Borrower.
         Borrower shall have the right, upon three (3) days prior notice to
         Bank, either to terminate, or permanently to reduce in part, the amount
         of Bank's commitment to make Revolving Loans; provided, however, that
         Borrower shall remain liable for the entire unused commitment fee which
         would otherwise have been due during the quarter in which Borrower
         exercises such right in the amount Borrower would have been required to
         pay if no such termination or reduction had occurred.

         Except as hereinafter provided, Borrower may request a Revolving Loan
         by submitting to Bank a request for advance by an authorized officer or
         other representative of Borrower, subject to the following: (a) each
         such request for advance shall include, without limitation, the
         proposed amount of such revolving loan and the proposed disbursement
         date, which date must be a business day; (b) each such request for
         advance shall be communicated to Bank by 1:00 p.m. (Dallas, Texas time)
         on the proposed disbursement date; (c) a request for advance, once
         communicated to Bank, shall not be revocable by Borrower; and (d) each
         request for advance, once communicated to Bank, shall constitute a
         representation, warranty and certification by Borrower as of the date
         thereof that: (i) both before and after the making of such Revolving
         Loan, the obligations set forth in the Loan Documents are and shall be
         valid, binding and enforceable obligations of each Loan Party, as
         applicable; (ii) all terms and conditions precedent to the making of
         such Revolving Loan have been satisfied, and shall remain satisfied
         through the date of such Revolving Loan; (iii) the making of such
         Revolving Loan will not cause the aggregate outstanding principal
         amount of all Revolving Loans plus the Letter of Credit Liabilities, if
         applicable, to exceed the Revolving Credit Maximum Amount; (iv) no
         Default or Event of Default shall have occurred or be in existence, and
         none will exist or arise upon the making of such Revolving Loan; (v)
         the representations and warranties contained in the Loan Documents are
         true and correct in all material respects and shall be true and correct
         in all material respects as of the making of such Revolving Loan; and
         (vi) the request for advance will not violate the terms or conditions
         of any contract, indenture, agreement or other borrowing of any Loan
         Party.

         Bank may elect (but without any obligation to do so) to make a
         Revolving Loan upon the telephonic or facsimile request of Borrower,
         provided that Borrower has first executed and delivered to Bank a
         telephone notice authorization in form and content satisfactory to
         Bank. If any such Revolving Loan based upon a telephonic or facsimile
         request is made by Borrower, Bank may require Borrower to



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         confirm said telephonic or facsimile request in writing by delivering
         to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next
         business day following the disbursement date of such Revolving Loan, a
         duly executed written request for advance, and all other provisions of
         this Section 2.2 shall be applicable with respect to such Revolving
         Loan. In addition, Borrower may authorize the Bank to automatically
         make revolving loans pursuant to such other written agreements as may
         be entered into by Bank and Borrower.

         Notwithstanding anything contained in this Agreement to the contrary,
         the aggregate principal amount of all Revolving Loans at any time
         outstanding plus the Letter of Credit Liabilities, if applicable, shall
         not exceed the Revolving Credit Maximum Amount. If said limitations are
         exceeded at anytime, Borrower shall immediately, without demand by
         Bank, pay to Bank an amount not less than such excess, or, if Bank, in
         its sole discretion, shall so agree, Borrower shall provide Bank cash
         collateral in an amount not less than such excess, and Borrower hereby
         pledges and grants to Bank a security interest in such cash collateral
         so provided to Bank. Unless otherwise expressly provided in a Loan
         Document, all sums payable by Borrower to Bank under or pursuant to any
         Loan Document, whether principal, interest, or otherwise, shall be
         paid, when due, directly to Bank at any office of Bank located in the
         State of Texas in immediately available United States funds, and
         without setoff, deduction or counterclaim. Bank may, in its discretion,
         charge any and all deposit or other accounts (including, without
         limitation, any account evidenced by a certificate of deposit or time
         deposit) of Borrower maintained with Bank for all or any part of any
         Indebtedness then due and payable; provided, however, that such
         authorization shall not affect Borrower's obligations to pay all
         Indebtedness, when due, whether or not any such account balances
         maintained by Borrower with Bank are insufficient to pay any amounts
         then due.

         Borrower shall pay to Bank an unused commitment fee in an amount equal
         to the product of (a) 0.25% per annum multiplied by (b) the difference
         between (i) the maximum face amount of the Revolving Credit Note and
         (ii) the average daily aggregate principal balance of all Revolving
         Loans plus Letter of Credit Liabilities outstanding during each of
         Borrower's fiscal quarters. Such fee shall be computed and shall be
         payable quarterly in arrears as of the end of each of Borrower's fiscal
         quarters. Bank shall invoice Borrower for such fees, which invoice
         shall be due and payable within fifteen (15) days after receipt.

         The provisions of Chapter 346 of the Texas Finance Code are
         specifically declared by the parties not to be applicable to any of the
         Loan Documents or the transactions contemplated thereby.

2.3      Letters of Credit. Subject to the terms and conditions of this
         Agreement and the other Loan Documents, the Bank shall, upon request
         from Borrower from time to time prior to the Revolving Credit Maturity
         Date, issue one or more Letters of Credit. The Letter of Credit
         Liabilities shall not exceed Two Million Five Hundred Thousand and
         No/100 Dollars ($2,500,000.00); and the sum of (a) the outstanding
         principal balance of all Revolving Loans plus (b) the Letter of Credit
         Liabilities shall not exceed the Revolving Credit Maximum Amount.
         Letters of Credit may be issued solely as commercial letters of credit
         related to trade financing and standby letters of credit. Each Letter
         of Credit issued pursuant to this Agreement shall be in a minimum
         amount of One Hundred Thousand and No/100 Dollars ($100,000.00). No
         Letter of Credit shall have a stated expiration date later than the
         Revolving Credit Maturity Date.

         Borrower shall give the Bank written notice requesting each issuance of
         a Letter of Credit hereunder not less than five (5) business days prior
         to the requested issuance date and shall furnish such additional
         information regarding such transaction as Bank may request. The
         issuance by Bank of each Letter of Credit shall, in addition to the
         conditions precedent set forth elsewhere in this Agreement, be subject
         to the conditions precedent that (i) such Letter of Credit shall be in
         form and substance satisfactory to Bank, (ii) Borrower shall have
         executed and delivered such applications and other instruments and
         agreements relating to such Letter of Credit as Bank shall have
         requested and are not inconsistent with the terms of this Agreement
         (iii) each of the statements in Section 2.2 (d) above are true as of
         the date of issuance of such Letter of Credit with respect to issuance
         of such Letter of Credit (as opposed to making a Revolving Loan), and
         the submission of an application for issuance of a Letter of Credit
         shall constitute a representation, warranty and certification of
         Borrower to that effect, and (iv) no Letter of Credit may be issued if
         after giving effect


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         thereto, the sum of the aggregate outstanding principal balance of all
         Revolving Loans plus the Letter of Credit Liabilities would exceed the
         Revolving Credit Maximum Amount. With respect to the issuance or
         renewal of each Letter of Credit, Borrower shall pay to Bank such
         letter of credit fees and other expenses customarily charged by Bank in
         connection with the issuance or renewals of letters of credit.

         Borrower shall be irrevocably and unconditionally obligated forthwith
         to reimburse Bank for any amount paid by Bank upon any drawing under
         any Letter of Credit, without presentment, demand, protest or other
         formalities of any kind, all of which are hereby waived. Unless
         Borrower shall elect to otherwise satisfy such Reimbursement
         Obligation, such reimbursement shall, subject to satisfaction of any
         conditions provided herein for the making of Revolving Loans and to the
         Revolving Credit Maximum Amount, automatically be made by advancing to
         Borrower a Revolving Loan in the amount of such Reimbursement
         Obligation.

2.4      Maximum Interest Rate. At no time shall any Applicable Interest Rate or
         default rate in respect of any Indebtedness hereunder, exceed the
         Maximum Legal Rate. In the event that any interest is charged or
         otherwise received by Bank in excess of the Maximum Legal Rate,
         Borrower hereby acknowledges and agrees that any such excess interest
         shall be the result of an accidental and bona fide error, and any such
         excess shall be deemed to have been payment of principal, and not of
         interest, and shall be applied, first, to reduce the principal
         Indebtedness then outstanding, second, any remaining excess, if any,
         shall be applied to reduce any other Indebtedness, and third, any
         remaining excess, if any, shall be returned to Borrower.
         Notwithstanding the foregoing or anything to the contrary contained in
         this Agreement or any other Loan Document, but subject to all
         limitations contained in this Section, if at anytime any Applicable
         Interest Rate or default rate or other rate of interest applicable to
         any portion of the Indebtedness is computed on the basis of the Maximum
         Legal Rate, any subsequent reduction in the Applicable Interest Rate,
         default rate or such other rate of interest shall not reduce such
         interest rate thereafter payable below the Maximum Legal Rate until the
         aggregate amount of interest accrued equals the total amount of
         interest that would have accrued if interest had, at all times, been
         computed solely on the basis of the Applicable Interest Rate, default
         rate or such other interest rate. This Section shall control all
         agreements between the Borrower and the Bank.

2.5      Receipt of Payments by Bank. Any payment by Borrower of any of the
         Indebtedness made by mail will be deemed tendered and received by Bank
         only upon actual receipt thereof by Bank at the address designated for
         such payment, whether or not Bank has authorized payment by mail or in
         any other manner, and such payment shall not be deemed to have been
         made in a timely manner unless actually received by Bank on or before
         the date due for such payment, time being of the essence. Borrower
         expressly assumes all risks of loss or liability resulting from
         non-delivery or delay of delivery of any item of payment transmitted by
         mail or in any other manner. Acceptance by Bank of any payment in an
         amount less than the amount then due shall be deemed an acceptance on
         account only, and any failure to pay the entire amount then due shall
         constitute and continue to be an Event of Default. Prior to the
         occurrence of any Default, Borrower shall have the right to direct the
         application of any and all payments made to Bank hereunder to the
         Indebtedness evidenced by the respective notes evidencing the
         Indebtedness, in such order and manner as Borrower deems advisable.
         Borrower waives the right to direct the application of any and all
         payments received by Bank hereunder at any time or times after the
         occurrence and during the continuance of any Default. Borrower further
         agrees that after the occurrence and during the continuance of any
         Default, or prior to the occurrence of any Default if Borrower has
         failed to direct such application, Bank shall have the continuing
         exclusive right to apply and to reapply any and all payments received
         by Bank at any time or times, whether as voluntary payments, proceeds
         from any Collateral, offsets, or otherwise, against the Indebtedness in
         such order and in such manner as Bank may, in its sole discretion, deem
         advisable, notwithstanding any entry by Bank upon any of its books and
         records. Borrower hereby expressly agrees that, to the extent that Bank
         receives any payment or benefit of or otherwise upon any of the
         Indebtedness, and such payment or benefit, or any part thereof, is
         subsequently invalidated, declared to be fraudulent or preferential,
         set aside, or required to be repaid to a trustee, receiver, or any
         other Person under any bankruptcy act, state or federal law, common
         law, equitable cause or otherwise, then to the extent of such payment
         or



                                       8
<PAGE>



         benefit, the Indebtedness, or part thereof, intended to be satisfied
         shall be revived and continued in full force and effect as if such
         payment or benefit had not been made or received by Bank, and, further,
         any such repayment by Bank shall be added to and be deemed to be
         additional Indebtedness.

2.6      Conditions Precedent to Loans and Letters of Credit. The obligation of
         the Bank to issue any Letter of Credit, if applicable, or to make any
         loan under or pursuant to this Agreement shall be subject to the
         following conditions precedent:

         a.       Borrower shall have executed and delivered to Bank, or caused
                  to have been executed and delivered to Bank, all such
                  instruments, agreements, certificates, opinions, financial
                  statements, appraisals, evidence of title, evidence of
                  insurance, environmental audits, and other information and
                  other documents as the Bank shall reasonably require, and all
                  of the foregoing shall be in form and content acceptable to
                  Bank and all instruments and agreements shall be in full force
                  and effect and binding and enforceable obligations of Borrower
                  and, to the extent that it is a party thereto or otherwise
                  bound thereby, of each other Person who may be a party thereto
                  or bound thereby including without limitation: (i) evidence of
                  existence, good standing, qualification to conduct business
                  and authority for each Loan Party and signatory on behalf of
                  each Loan Party; (ii) all notes, guaranties, security
                  agreements, mortgages, deeds of trust, pledge agreements,
                  assignments, financing statements and other documents
                  requested by Bank to evidence the Indebtedness or to create,
                  protect or perfect Liens upon the Collateral required by Bank
                  as security for the Indebtedness and to accord Bank a
                  perfected security position in the Collateral, subject only to
                  Permitted Encumbrances;; (iii) a guaranty agreement from each
                  Subsidiary required by Bank; (iv) such other documents or
                  agreements of security, assurances of Loan Document validity,
                  legality and enforceability, and appropriate assurances of
                  validity, perfection and priority of Lien as Bank may request,
                  and Bank shall have received proof that appropriate security
                  agreements, financing statements, mortgages, deeds of trust,
                  collateral and other documents covering the Collateral shall
                  have been executed and delivered by the appropriate Persons
                  and recorded or filed in such jurisdictions and such other
                  steps shall have been taken as necessary to perfect and
                  protect, subject only to Permitted Encumbrances, the Liens
                  granted thereby.

         b.       All actions, proceedings, instruments and documents required
                  to carry out the borrowings and transactions contemplated by
                  this Agreement or any other Loan Document or incidental
                  thereto, and all other related legal matters, shall have been
                  satisfactory to and approved by Bank.

         c.       Each Loan Party shall have performed and complied with all
                  agreements and conditions contained in the Loan Documents
                  applicable to it and which are then in effect.

         d.       Each of the representations and warranties of each Loan Party
                  under any Loan Document shall be true and correct in all
                  material respects as if made on each loan disbursement date.

         e.       No Default or Event of Default shall have occurred and be
                  continuing; there shall have been no material adverse change
                  in the condition (financial or otherwise), properties,
                  business, or operations of Borrower, or the Loan Parties taken
                  together, since the date of the financial statements most
                  recently delivered to Bank prior to the date of this
                  Agreement; and no provision of law, any order of any
                  Governmental Authority, or any regulation, rule or
                  interpretation thereof, shall have had any Material Adverse
                  Effect on the validity or enforceability of any Loan Document.

SECTION 3. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants, and such representations and warranties shall
be deemed to be continuing representations and warranties during the entire life
of this Agreement, and so long as Bank shall have any commitment or obligation
to make any loans or issue any Letters of Credit, if applicable and so long as
any Indebtedness remains unpaid and outstanding under any Loan Document, as
follows:

3.1      Authority. Each Loan Party and, if applicable, each of its partners and
         members who is not a natural



                                       9
<PAGE>



         Person is duly organized, validly existing and in good standing under
         the laws of the jurisdiction of its organization and is duly qualified
         and authorized to do business in each other jurisdiction in which the
         character of its assets or the nature of its business makes such
         qualification necessary.

3.2      Due Authorization. Each Loan Party has all requisite power and
         authority to execute, deliver and perform its obligations under each
         Loan Document to which it is a party or is otherwise bound, all of
         which have been duly authorized by all necessary action, and are not in
         contravention of law or the terms of any Loan Party's organizational or
         other governing documents.

3.3      Title to Property. Each Loan Party has good title to all property and
         assets purported to be owned by it, including those assets identified
         on the financial statements most recently delivered to Bank.

3.4      Encumbrances. There are no security interests or other Liens or
         encumbrances on, and no financing statements on file with respect to,
         any of the property or assets of any Loan Party, except for Permitted
         Encumbrances.

3.5      Subsidiaries. Borrower has no Subsidiaries except those specifically
         disclosed in the Defined Terms, and those subsequently disclosed to
         Bank promptly after their creation or acquisition.

3.6      Taxes. Each Loan Party has filed, on or before their respective due
         dates, all federal, state, local and foreign tax returns which are
         required to be filed, or has obtained extensions for filing such tax
         returns, and is not delinquent in filing such returns in accordance
         with such extensions, and has paid all taxes which have become due
         pursuant to those returns or pursuant to any assessments received by
         any such party, as the case may be, to the extent such taxes have
         become due, except to the extent such tax payments are being actively
         and diligently contested in good faith by appropriate proceedings, and
         if requested by Bank, have been bonded or reserved in an amount and
         manner satisfactory to Bank.

3.7      No-Defaults. There exists no default (or event which, with the giving
         of notice or passage of time, or both, would result in a default) under
         the provisions of any instrument or agreement evidencing, governing,
         securing or otherwise relating to any Debt of any Loan Party or
         pertaining to any of the Permitted Encumbrances.

3.8      Enforceability of Agreement and Loan Documents. Each Loan Document has
         been duly executed and delivered by duly authorized officer(s) or other
         representative(s) of each Loan Party and constitutes the valid and
         binding obligation of each Loan Party, enforceable in accordance with
         its terms, except to the extent that enforcement thereof may be limited
         by applicable bankruptcy, reorganization, insolvency, moratorium or
         similar laws affecting the enforcement of creditors' rights generally
         at the time in effect.

3.9      Non-contravention. The execution, delivery and performance by each Loan
         Party of the Loan Documents to which such Loan Party is a party or
         otherwise bound, are not in contravention of the terms of any
         indenture, agreement or undertaking to which any such Loan Party is a
         party or by which it is bound, except to the extent that such terms
         have been waived or that failure to comply with any such terms would
         not have a Material Adverse Effect.

3.10     Actions, Suits, Litigation or Proceedings. There are no actions, suits,
         litigation or proceedings, at law or in equity, and no proceedings
         before any arbitrator or by or before any Governmental Authority,
         pending, or, to the best knowledge of Borrower, threatened against or
         affecting any Loan Party, which, if adversely determined, could
         materially impair the right of any Loan Party to carry on its business
         substantially as now conducted or could have a Material Adverse Effect.
         No Loan Party is under investigation by, or is operating under any
         restrictions imposed by, any Governmental Authority.

3.11     Compliance with Laws. Each Loan Party has complied with all
         Governmental Requirements, including, without limitation, Environmental
         Laws, to the extent that failure to so comply could have a Material
         Adverse Effect.

3.12     Consents, Approvals and Filings, Etc. Except as have been previously
         obtained or as otherwise expressly provided in this Agreement, no
         authorization, consent, approval, license, qualification or formal
         exemption from, or any filing, declaration or registration with, any
         Governmental Authority and


                                       10
<PAGE>


         no material authorization, consent or approval from any other Person,
         is required in connection with the execution, delivery and performance
         by any Loan Party of any Loan Document to which it is a party. All such
         authorizations, consents, approvals, licenses, qualifications,
         exemptions, filings, declarations and registrations which have
         previously been obtained or made, as the case may be, are in full force
         and effect and are not the subject of any attack, or to the knowledge
         of Borrower, any threatened attack, in any material respect, by appeal,
         direct proceeding or otherwise

3.13     Environmental Representations. No Loan Party has used Hazardous
         Materials on, in, under or otherwise affecting any real or personal
         property now or at any time owned, occupied or operated by such Person
         or upon which such Person has a place of business which, in any manner,
         violates any Environmental Law, to the extent any such violation could
         result in a Material Adverse Effect, and to the best of Borrower's
         knowledge, no prior or current owner, occupant or operator of any of
         such property does or has used any Hazardous Materials on or affecting
         such property in any manner which violates any Environmental Law to the
         extent that any such violation could result in a Material Adverse
         Effect. No Loan Party has received any notice of any violation of any
         Environmental Law, and to the best knowledge of the Borrower, there
         have been no actions commenced or threatened by any Person against any
         such property or against any Loan Party for non-compliance with any
         Environmental Law which could result in a Material Adverse Effect.

3.14     Accuracy of Information. All financial statements previously furnished
         to Bank have been prepared in accordance with GAAP and fairly present
         the financial condition of Borrower and, as applicable, the
         consolidated financial condition of Borrower and such other Person(s)
         as such financial statements purport to present, and the results of
         their respective operations as of the dates and for the periods covered
         thereby; and since the date(s) of said financial statements, there has
         been no material adverse change in the financial condition of Borrower,
         or the Loan Parties taken together, covered by such financial
         statements. Each Loan Party is solvent, able to pay its debts as they
         mature, has capital sufficient to carry on its business and has assets
         the fair market value of which exceed its liabilities, and no Loan
         Party will be rendered insolvent, under-capitalized or unable to pay
         debts generally as they become due by the execution or performance of
         any Loan Document to which it is a party or by which it is otherwise
         bound.

SECTION 4. AFFIRMATIVE COVENANTS

Borrower covenants and agrees that, until all instruments and agreements
evidencing each and every loan, Letter of Credit and other financial
accommodation by the Bank to the Borrower or any Loan Party are fully discharged
and terminated, and thereafter, so long as any Indebtedness remains outstanding,
it will, and, as applicable, it will cause each Loan Party within its control or
under common control to:

4.1      Preservation of Existence, Etc. Preserve and maintain its existence and
         preserve and maintain such of its rights, licenses, and privileges as
         are material to the business and operations conducted by it; qualify
         and remain qualified to do business in each jurisdiction in which such
         qualification is material to its business and operations or ownership
         of its properties, continue to conduct and operate its business
         substantially as conducted and operated during the present and
         preceding calendar year; at all times maintain, preserve and protect
         all of its franchises and trade names and preserve all the remainder of
         its property and keep the same in good repair, working order and
         condition; and from time to time make, or cause to be made, all needed
         and proper repairs, renewals, replacements, betterments and
         improvements thereto.

4.2      Keeping of Books; Audits of Collateral; Fees. Keep proper books of
         record and account in which full and correct entries shall be made of
         all of its financial transactions and its assets and businesses so as
         to permit the presentation of financial statements prepared in
         accordance with GAAP; and permit Bank, or its representatives, at
         reasonable times and intervals, at Borrower's cost and expense, to
         examine its books and records and to discuss its financial matters with
         its officers, employees and independent certified public accountants;
         and permit Bank from time to time to audit Borrower's accounts,
         inventory, or other Collateral, provided that such audits will be
         conducted upon reasonable notice. Borrower agrees to reimburse Bank, on
         demand, but not more than once during any 12-month period prior to the
         occurrence of an Event of Default, for customary and reasonable fees
         and costs incurred by Bank for such audits, and for each appraisal of
         Collateral and financial


                                       11
<PAGE>



         analysis and examination of Borrower performed from time to time by its
         agents.

4.3      Reporting Requirements. Furnish to Bank, or cause to be furnished to
         Bank, the following:

         a.       as soon as possible, and in any event within three (3)
                  calendar days after becoming aware of the occurrence or
                  existence of each Default or Event of Default hereunder or any
                  material adverse change in the financial condition of any Loan
                  Party, a written statement of the chief financial officer of
                  Borrower (or in his or her absence, a responsible senior
                  officer of Borrower), setting forth details of such Default,
                  Event of Default or change, and the action which Borrower has
                  taken, or has caused to be taken, or proposes to take, or to
                  cause to be taken, with respect thereto;

         b.       as soon as available, and in any event within ninety (90) days
                  after and as of the end of each fiscal year of Borrower,
                  audited financial statements of Borrower and such other of the
                  Loan Parties as may be required by the Bank, consolidated, as
                  applicable, including a balance sheet, income statement,
                  statement of profit and loss, surplus reconciliation statement
                  and statement of cash flows, for and as of such fiscal year
                  then ending and including such other comments and financial
                  details as are usually included in similar reports. Such
                  financial statements shall be prepared in accordance with GAAP
                  by independent certified public accountants of recognized
                  standing selected by Borrower and approved by Bank and
                  containing unqualified opinions as to the fairness of the
                  statements therein contained;

         c.       as soon as available, and in any event within forty-five (45)
                  days after and as of the end of each fiscal quarter, including
                  the last such reporting period of each of Borrower's fiscal
                  years, financial statements of Borrower and such of the other
                  Loan Parties as may be required by the Bank, consolidated, as
                  applicable, for and as of such reporting period, including a
                  balance sheet, income statement, statement of profit and loss,
                  surplus reconciliation statement and statement of cash flows
                  for and as of such reporting period then ending and for and as
                  of that portion of the fiscal year then ending, in each case,
                  prepared and certified by the chief financial officer of
                  Borrower (or in his or her absence, a responsible senior
                  officer of Borrower) and, as applicable, each other Loan Party
                  as to consistency with prior financial reports and accounting
                  periods, accuracy and fairness of presentation; and

         d.       simultaneously with the Financial Statements to be delivered
                  to Bank pursuant to Sections (b) and (c) above, a Compliance
                  Certificate in the form attached hereto as Exhibit "A" dated
                  as of the end of such quarter or year, as the case may be.

4.4      Financial Covenants. Maintain all financial covenants set forth below:

         a.       Current Ratio. Maintain in a Current Ratio at all times of not
                  less than 1.75 to 1.00.

         b.       Consecutive Fiscal Quarter Losses. At no time have two (2) or
                  more consecutive fiscal quarters with Net Losses in excess of
                  $1,000,000 in the aggregate.

         c.       Debt-to-Tangible Net Worth Ratio. Maintain a Debt-to-Tangible
                  Net Worth Ratio at all times of not more than 1.50 to 1.00.

         d.       Debt-to-EBITDA Ratio. Maintain a ratio of Debt to EBITDA at
                  all times of not more than 3.25 to 1.00. The Debt-to-EBITDA
                  Ratio shall be calculated as of the end of each of Borrower's
                  fiscal quarters, and shall be based upon the four (4)
                  immediately preceding fiscal quarters of Borrower then ending.


4.5      Further Assurances; Financing Statements. Furnish Bank, at Borrower's
         cost and expense, upon Bank's reasonable request and in form
         satisfactory to Bank (and execute and deliver or cause to be executed
         and delivered), such additional pledges, assignments, mortgages, Lien
         instruments or other security instruments, consents, acknowledgments,
         subordinations and financing statements covering any or all of the
         Collateral required by Bank to secure any Indebtedness together with
         such other documents or instruments as Bank may require to effectuate
         more fully the purposes of any Loan Document.


                                       12
<PAGE>


4.6      Insurance. Maintain insurance coverage by insurers acceptable to Bank
         on its physical assets and against other business risks in such amounts
         and of such types as are customarily carried by companies similar in
         size and nature or as may otherwise be required by Bank, and in the
         event of acquisition of additional property, real or personal, or of
         the incurrence of additional risks of any nature, increase such
         insurance coverage in such manner and to such extent as prudent
         business judgment and present practice would dictate. Upon the request
         of Bank, all of said policies, or copies thereof, including all
         endorsements thereon and those required hereunder, shall be deposited
         with Bank.

4.7      Compliance with ERISA. In the event that any Loan Party or any of its
         Subsidiaries maintain(s) or establish(es) a Pension Plan subject to
         ERISA, (a) comply in all material respects with all requirements
         imposed by ERISA as presently in effect or hereafter promulgated,
         including, but not limited to, the minimum funding requirements
         thereof; (b) promptly notify Bank upon the occurrence of a "reportable
         event" or "prohibited transaction" within the meaning of ERISA, or that
         the PBGC or any Loan Party has instituted or will institute proceedings
         to terminate any Pension Plan, together with a copy of any proposed
         notice of such event which may be required to be filed with the PBGC;
         and (c) furnish to Bank (or cause the plan administrator to furnish
         Bank) a copy of the annual return (including all schedules and
         attachments) for each Pension Plan covered by ERISA, and filed with the
         Internal Revenue Service by any Loan Party not later than ten (10) days
         after such report has been so filed.

4.8      Environmental Covenants. Comply with all applicable Environmental Laws,
         and maintain all permits, licenses and approvals required under
         applicable Environmental Laws, where the failure to do so could have a
         Material Adverse Effect. Promptly notify Bank, in writing, as soon as
         Borrower becomes aware of any condition or circumstance which makes any
         of the environmental representations or warranties set forth in this
         Agreement incomplete, incorrect or inaccurate in any material respect
         as of any date; and promptly provide to Bank, immediately upon receipt
         thereof, copies of any material correspondence, notice, pleading,
         citation, indictment, complaint, order, decree, or other document from
         any source asserting or alleging a violation of any Environmental Law
         by any Loan Party, or of any circumstance or condition which requires
         or may require, a financial contribution by any Loan Party, or a
         clean-up, removal, remedial action or other response by or on behalf of
         any Loan Party, under applicable Environmental Law, or which seeks
         damages or civil, criminal or punitive penalties from any Loan Party or
         any violation or alleged violation of any Environmental Law. Borrower
         hereby agrees to indemnify, defend and hold Bank, and any of Bank's
         past, present and future officers, directors, shareholders, employees,
         representatives and consultants, harmless from any and all claims,
         losses, damages, suits, penalties, costs, liabilities, obligations and
         expenses (including, without limitation, reasonable legal expenses and
         attorneys' fees, whether inside or outside counsel is used) incurred or
         arising out of any claim, loss or damage of any property, injuries to
         or death of any persons, contamination of or adverse effects on the
         environment, or other violation of any applicable Environmental Law, in
         any case, caused by any Loan Party or in any way related to any
         property owned or operated by any Loan Party or due to any acts of any
         Loan Party or any of its officers, directors, shareholders, employees,
         consultants and/or representatives INCLUDING ANY CLAIMS, LOSSES,
         DAMAGES, SUITS, PENALTIES, COSTS, LIABILITIES, OBLIGATIONS OR EXPENSES,
         RESULTING FROM BANK'S OWN NEGLIGENCE; provided however, that the
         foregoing indemnification shall not be applicable, and Borrower shall
         not be liable for any such claims, losses, damages, suits, penalties,
         costs, liabilities, obligations or expenses, to the extent (but only to
         the extent) the same arise or result from any gross negligence or
         willful misconduct of Bank or any of its agents or employees.

SECTION 5. NEGATIVE COVENANTS

Borrower covenants and agrees that, until all instruments and agreements
evidencing each and every loan, Letter of Credit and other financial
accommodation by the Bank to the Borrower or any Loan Party are fully discharged
and terminated, and thereafter, so long as any Indebtedness remains outstanding,
it will not, and it will not allow any Loan Party within its control or under
common control to, without the prior written consent of the Bank:



                                       13
<PAGE>



5.1      Capital Structure; Business Objects or Purpose; Mergers; Asset
         Disposition; Acquisitions. Purchase, acquire or redeem any of its
         equity ownership interests, except pursuant to the Borrower's existing
         stock repurchase plan; make any material change in its lines of
         business; without prior notice to bank, change its name or relocate any
         material part of its assets; except for a merger of a Person into
         Borrower or a Subsidiary of Borrower, as a Permitted Acquisition, merge
         or consolidate with or into any other Person; sell, lease, transfer or
         dispose of all or substantially all, or any material part of its assets
         (whether in a single transaction or a series of related transactions),
         other than an exchange of assets, or the abandonment or sale of used or
         worn out assets in the ordinary course of business.; or purchase or
         otherwise acquire or become obligated for the purchase of all or
         substantially all of the assets or business interests of any Person or
         any shares of stock or other ownership interests of any Person or in
         any other manner effectuate or attempt to effectuate an expansion of
         present business by acquisition, other than Permitted Acquisitions.

5.2      Guaranties. Guarantee, endorse, or otherwise become secondarily liable
         for or upon the obligations or Debt of others (whether directly or
         indirectly), except guaranties in favor of and satisfactory to Bank and
         endorsements for deposit or collection in the ordinary course of
         business.

5.3      Debt. Become or remain obligated for any Debt, except: (i) Indebtedness
         and other Debt from time to time outstanding and owing to Bank; (ii)
         current unsecured trade, utility or non-extraordinary accounts payable
         arising in the ordinary course of business; (iii) Subordinated Debt;
         (iv) purchase money indebtedness incurred for the purpose of purchasing
         or acquiring fixed assets, so long as the amount of such purchase money
         indebtedness (including capital leases) incurred by Borrower and its
         Subsidiaries does not exceed Two Hundred Fifty Thousand and No/100
         dollars ($250,000), in the aggregate, for any fiscal year of Borrower;
         (v) Debt (including, without limitation, capitalized lease obligations)
         outstanding as of the date hereof if specifically disclosed in the most
         recent financial statements delivered to the Bank prior to the date
         hereof; and (vi) Permitted Acquisition Debt, but only if the assumption
         of such Permitted Acquisition Debt shall not result in a violation of
         any of the Financial Covenants set forth in Section 4.4 and the
         aggregate unpaid amount of all such Permitted Acquisition Debt
         (excluding that portion of Permitted Acquisition Debt which would
         otherwise be permitted under the exceptions set forth in parts (i),
         (ii), (iii), (iv) and/or (v) of this Section 5.3), shall not exceed the
         sum of $1,000,000.

5.4      Encumbrances. Create, incur, assume or suffer to exist any Lien upon
         any of its property or assets, whether now owned or hereafter acquired,
         except for Permitted Encumbrances.

5.5      Investments; Extensions of Credit. Make or allow to remain outstanding
         any investment (whether such investment shall be of the character of
         investment in shares of stock, evidences of indebtedness or other
         securities or otherwise) in, or any loans, advances or extensions of
         credit to, any Person, other than (a) Borrower's ownership interests in
         those Subsidiaries of Borrower, if any, which are specifically
         disclosed in the definition of Subsidiaries; (b) Borrower's ownership
         interests in new Subsidiaries of Borrower, which ownership interests
         are as a result of a Permitted Acquisition; (c) any investment in any
         Cash Equivalent; (d) marketable, traded stock and other securities
         issued by entities organized under the laws of the United States or a
         state thereof; (e) investments in securities of trade debtors or
         customers received pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of such trade debtors or
         customers; and (f) loans and advances to directors, employees and
         officers of the Borrower and its Subsidiaries for bona fide business
         purposes, and not in excess of $100,000 in the aggregate at any time
         outstanding, unless otherwise specifically approved in writing by Bank
         in Bank's sole discretion.

5.6      Pension Plans. Except in compliance with this Agreement, enter into,
         maintain, or make contribution to, directly or indirectly, any Pension
         Plan that is subject to ERISA.

5.7      Subordinate Indebtedness. Subordinate any indebtedness due to it from
         any Person to indebtedness of other creditors of such Person.

Notwithstanding the provisions of this Section 5, Borrower and those of its
Subsidiaries that are also Guarantors may make and conduct, solely among
themselves and only on commercially reasonable terms consistent with an
arms-length transaction between unrelated parties, (a) loans that are
subordinate in all respects to the Indebtedness, (b) investments, (c) mergers,
and (d) sales of the types described in this


                                       14
<PAGE>


Section 5; provided that Borrower shall be the survivor of any merger to which
it is a party.

SECTION 6. EVENTS OF DEFAULT

6.1      Events of Default. The occurrence or existence of any of the following
         conditions or events shall constitute an "Event of Default" hereunder:
         (a) non-payment of any principal, interest or other sums due upon the
         Indebtedness at such time the same becomes due, which non-payment
         remains uncured for a period of 5 days; (b) default in the observance
         or performance of any of the other conditions, covenants or agreements
         of any Loan Party set forth in this Agreement or any other Loan
         Document which default remains uncured for a period of 10 days; (c) any
         representation or warranty made by any Loan Party in any Loan Document
         shall be untrue or incorrect in any material respect; (d) any default
         or event of default, as the case may be, shall occur under any other
         Loan Document and shall continue beyond the applicable grace period, if
         any; (e) any Change of Control of Borrower; and (f) any default by any
         Loan Party, in the payment of or in the observance or performance of
         any conditions, covenants or agreements governing any Debt (other than
         the Indebtedness) that is in excess of $500,000, and, in each such
         case, continuation thereof beyond any applicable grace or cure period;

6.2      Remedies Upon Event of Default. Upon the occurrence and at any time
         during the existence or continuance of any Event of Default, but
         without impairing or otherwise limiting the Bank's right to demand
         payment of all or any portion of the Indebtedness which is payable on
         demand, at Bank's option, Bank may give notice to Borrower declaring
         all or any portion of the Indebtedness remaining unpaid and
         outstanding, whether under the notes evidencing the Indebtedness or
         otherwise, to be due and payable in full without presentation, demand,
         protest, notice of dishonor, notice of intent to accelerate, notice of
         acceleration or other notice of any kind, all of which are hereby
         expressly waived, whereupon all such Indebtedness shall immediately
         become due and payable. Furthermore, upon the occurrence of a Default
         or Event of Default and at any time during the existence or continuance
         of any Default or Event of Default, but without impairing or otherwise
         limiting the right of Bank, if reserved under any Loan Document, to
         make or withhold financial accommodations at its discretion, to the
         extent not yet disbursed, any commitment by Bank to make any further
         loans or, if applicable, issue any further Letters of Credit shall
         automatically terminate. The foregoing rights and remedies are in
         addition to any other rights, remedies and privileges Bank may
         otherwise have or which may be available to it, whether under this
         Agreement, any other Loan Document, by law, or otherwise.

6.3      Waiver of Defaults. No Default or Event of Default shall be waived by
         Bank except in a written instrument specifying the scope and terms of
         such waiver and signed by an authorized officer of Bank, and such
         waiver and shall be effective only for the specific time(s) and
         purpose(s) given. No single or partial exercise of any right, power or
         privilege hereunder, or any delay in the exercise thereof, shall
         preclude other or further exercise of Bank's rights. No waiver of any
         Default or Event of Default shall extend to any other or further
         Default or Event of Default. No forbearance on the part of Bank in
         enforcing any of Bank's rights or remedies under any Loan Document
         shall constitute a waiver of any of its rights or remedies. Borrower
         expressly agrees that this Section may not be waived or modified by
         Bank by course of performance, estoppel or otherwise.

6.4      Discretionary Credit and Credit Payable Upon Demand. BORROWER AND BANK
         ACKNOWLEDGE AND AGREE THAT BORROWER'S OBLIGATION TO PAY PRINCIPAL AND
         INTEREST PRIOR TO DEFAULT OR AN EVENT OF DEFAULT SHALL NOT CONSTITUTE A
         DEMAND OBLIGATION; PROVIDED, HOWEVER, TO THE EXTENT THAT ANY OF THE
         INDEBTEDNESS SHALL, AT ANYTIME, BE PAYABLE UPON DEMAND, INCLUDING, BY
         WAY OF ILLUSTRATION, FEES AND EXPENSES OF BANK, NOTHING CONTAINED IN
         THIS AGREEMENT, OR ANY OTHER LOAN DOCUMENT, SHALL BE CONSTRUED TO
         PREVENT BANK FROM MAKING DEMAND, WITHOUT NOTICE AND WITH OR WITHOUT
         REASON, FOR IMMEDIATE PAYMENT OF ALL OR ANY PART OF SUCH DEMAND
         INDEBTEDNESS AT ANY TIME OR TIMES, WHETHER OR NOT A DEFAULT OR EVENT OF
         DEFAULT HAS OCCURRED OR EXISTS.

SECTION 7. MISCELLANEOUS


                                       15
<PAGE>


7.1      Governing Law. Each Loan Document shall be deemed to have been
         delivered in and shall be governed by and construed and enforced in
         accordance with the laws of the State of Texas, except to the extent
         that the UCC, other personal property law or real property law of
         another jurisdiction where Collateral is located is applicable, and
         except to the extent expressed to the contrary in any Loan Document.

7.2      Costs and Expenses. Borrower shall pay Bank, on demand, all reasonable
         costs and expenses, including, without limitation, reasonable
         attorneys' fees and legal expenses (whether inside or outside counsel
         is used), incurred by Bank in perfecting, revising, protecting or
         enforcing any of its rights or remedies against any Loan Party or any
         Collateral, or otherwise incurred by Bank in connection with any
         Default or Event of Default or the enforcement of the Loan Documents or
         the Indebtedness. Following Bank's demand upon Borrower for the payment
         of any such costs and expenses, and until the same are paid in full,
         the unpaid amount of such costs and expenses shall constitute
         Indebtedness and shall bear interest at the highest default rate of
         interest provided in any Loan Document.

7.3      Successors and Assigns; Participation. This Agreement shall be binding
         upon and shall inure to the benefit of Borrower and Bank and their
         respective successors and assigns. The foregoing shall not authorize
         any assignment or transfer by Borrower of any of its respective rights,
         duties or obligations hereunder, such assignments or transfers being
         expressly prohibited. Bank, however, may freely assign, whether by
         assignment, participation or otherwise, its rights and obligations
         hereunder, and is hereby authorized to disclose to any such assignee or
         participant (or proposed assignee or participant) any financial or
         other information in its knowledge or possession regarding any Loan
         Party or the Indebtedness.

7.4      Reliance on and Survival of Various Provisions. All terms, covenants,
         agreements, representations and warranties of any Loan Party made in
         any Loan Document, or in any certificate, report, financial statement
         or other document furnished by or on behalf of any Loan Party in
         connection with any Loan Document, shall be deemed to have been relied
         upon by Bank, notwithstanding any investigation heretofore or hereafter
         made by Bank or on Bank's behalf, and those covenants and agreements of
         Borrower set forth in Section 4.8 hereof (together with any other
         indemnities of Borrower contained elsewhere in any Loan Document) shall
         survive the termination of this Agreement and the repayment in full of
         the Indebtedness.

7.5      Complete Agreement; Conflicts. This Agreement, the other Loan
         Documents, and any commitment letter previously issued by Bank with
         respect thereto (provided that in the event of any inconsistency or
         conflict between this Agreement and the other Loan Documents, on one
         hand, and such commitment letter, on the other hand, this Agreement and
         the Loan Documents shall control), contain the entire agreement of the
         parties thereto and supercede all prior agreements and understandings
         related to the subject matter hereof, and none of the parties shall be
         bound by anything not expressed in writing. In the event that, and to
         the extent that, any of the terms, conditions or provisions of any of
         the other Loan Documents are inconsistent with or in conflict with any
         of the terms, conditions or provisions of this Agreement, the
         applicable terms, conditions and provisions of this Agreement shall
         govern and control. Any amendments or modifications hereto shall be in
         writing signed by all parties.

7.6      Counterparts. 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.

7.7      WAIVER OF JURY TRIAL. BANK AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT
         TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED.
         EACH OF THEM, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO
         CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND
         INTENTIONALLY WAIVES ANY RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY
         JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF ANY LOAN DOCUMENT
         OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR ANY
         COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR
         ACTION OF EITHER OF THEM. THESE



                                       16
<PAGE>



         PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR
         RELINQUISHED BY BANK OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT
         EXECUTED BY EACH OF THEM.

7.8      ORAL AGREEMENTS INEFFECTIVE. THIS AGREEMENT AND THE OTHER "LOAN
         AGREEMENTS" (AS DEFINED IN SECTION 26.02(A)(2) OF THE TEXAS BUSINESS &
         COMMERCE CODE, AS AMENDED) REPRESENT THE FINAL AGREEMENT BETWEEN THE
         PARTIES, AND THIS AGREEMENT AND THE OTHER WRITTEN LOAN AGREEMENTS MAY
         NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
         ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL
         AGREEMENTS BETWEEN THE PARTIES.


                           [SIGNATURE PAGE TO FOLLOW]



                                       17
<PAGE>



WITNESS the due execution hereof as of the day and year first above written.


COMERICA BANK - TEXAS                       DOCUCORP INTERNATIONAL, INC.


By:                                         By:
   ---------------------------------           ---------------------------------
   Ed Curtis                                    John Gray
   Assistant Vice President                     Sr. Vice President
                                                Finance and Administration


Address:                                    Address:

P.O. Box 650282                             5910 N. Central Expressway
Dallas, Texas 75265                         Dallas, Texas 75206
Attn: Ed Curtis, Mail Code 6595             Attn: John Gray

Telefax No.: (214) 890-5186                 Telefax No.: (214) 891-6678



                                       18
<PAGE>



                                    EXHIBIT A

                         FORM OF COMPLIANCE CERTIFICATE


         This Compliance Certificate is executed and delivered to Comerica
Bank-Texas ("Bank") by DocuCorp International, Inc.("Borrower"), this _________
day of ________________, 20___. All capitalized terms used but not defined
herein, shall have the meanings given to such terms in that certain Credit
Agreement, dated as of January ___, 2002 between Bank and Borrower (as renewed,
extended, modified and restated from time to time, the "Credit Agreement"). The
undersigned hereby certifies to Bank as follows:

         (1) The undersigned is the duly elected, qualified and acting
____________________ of Borrower and, as such, is authorized to make and deliver
this Certificate.

         (2) The undersigned has reviewed the provisions of the Credit Agreement
and confirms that, as of the date hereof:

                  (a) the representations and warranties contained in Section 3
of the Credit Agreement are true and correct in all material respects on and as
of the date hereof with the same force and effect as though made on and as of
the date hereof,

                  (b) no Default or Event of Default has occurred and is
continuing or is imminent, and Borrower has complied with all of the terms,
covenants and conditions set forth in the Credit Agreement; and

                  (c) attached hereto as Schedule A is a report prepared by the
undersigned setting forth information and calculations that demonstrate
compliance (or noncompliance) with each of the covenants set forth in the
Financial Covenants Addendum to the Credit Agreement.

The foregoing certificate is given in my capacity as ____________________ of
Borrower, and not in my individual capacity.



                                          DocuCorp International, Inc.,
                                          a Delaware corporation


                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------


                                       19
<PAGE>



                      SCHEDULE A TO COMPLIANCE CERTIFICATE

<Table>
<S>                                                                                             <C>
A.       Current Ratio.

   i.    Current Assets:                                                                         $
                                                                                                  -----------------

   ii.   Current Liabilities:                                                                    $
                                                                                                  -----------------

   iii.  Ratio of (i) Current Assets to (ii) Current Liabilities [(a) / (b)]:          to 1.0
                                                                              --------

   iv.   Financial Covenants Addendum presently requires maintenance
         of a Current Ratio of not less than:                                           to 1.0
                                                                              --------

         Covenant Satisfied
                                --------

         Covenant Not Satisfied
                                --------

         Covenant Not Tested
                                --------



B.       Consecutive Fiscal Quarter Losses.

   i.    Net Income (Loss) for fiscal quarter ending                       :                     $
                                                     ----------------------                       -----------------

   ii.   Net Income (Loss) for fiscal quarter ending                       :                     $
                                                     ----------------------                       -----------------

   iii.  Net Income (Loss) for fiscal quarter ending                       :                     $
                                                     ----------------------                       -----------------

   iv.   Net Income (Loss) for fiscal quarter ending                       :                     $
                                                     ----------------------                       -----------------

         Covenant Satisfied
                                  --------

         Covenant Not Satisfied
                                  --------

         Covenant Not Tested
                                  --------


C.       Debt-to-Tangible Net Worth.

   i.    Debt less Subordinated Debt:                                                            $
                                                                                                  -----------------

   ii.   Tangible Net Worth:                                                                     $
                                                                                                  -----------------

   iii.  Ratio of (i) Debt to (ii) Tangible Net Worth [(a) / (b)]:                 to 1.0
                                                                         --------

   iv.  Financial Covenants Addendum presently requires the ratio of
        (i) Debt to (ii) Tangible Net Worth [(a) / (b)] be not more than:           to 1.0
                                                                         --------

        Covenant Satisfied
                                  --------
        Covenant Not Satisfied
                                  --------
        Covenant Not Tested
                                  --------


D.       Debt-to EBITDA.

   i.    Debt:                                                                                   $
                                                                                                  -----------------

   ii.   EBITDA for the 4 immediately preceding fiscal quarters:                                 $
                                                                                                  -----------------

   iii.  Financial Covenants Addendum presently requires the ratio of
         (i) Debt to (ii) EBITDA [(a) / (b)] be not more than:                      to 1.0
                                                                         --------

         Covenant Satisfied
                                  --------

         Covenant Not Satisfied
                                  --------

         Covenant Not Tested
                                  --------
</Table>



                                         20