<PAGE>
                                       1


                             MASTER PROMISSORY NOTE
                             ----------------------


                   New York, New York Dated: October 29, 1997


     Ross Technology,  Inc., a Delaware corporation (the "Borrower"),  FOR VALUE
RECEIVED,  hereby  promises  to pay to the order of the  DAT-ICHI.  KANGYO  BANK
LIMITED, New York Branch (the "Bank"), at its offices at One World Trade Center,
Suite 4911, New York, New York, the principal sum of any loans or advances (each
herein  referred to as a "Loan")  from time to time made to the  Borrower by the
Bank upon  maturity date of each Loan, as such maturity date is specified in the
applicable Loan Request approved by the Bank, and to pay interest thereon on the
unpaid balance  thereof at the rate and as the dates specified in the applicable
Loan Request approved by the Bank, all as more fully described below;  provided,
however,  that in no event  shall  the  aggregate  amount  of Loans  outstanding
hereunder  at any time  exceed  $20,000.000.00  (Twenty  Million  United  States
Dollars).

     The Borrower  and the Bank agree that the  following  terms and  conditions
shall govern all Loans made at any time by the Bank to the  Borrower,  except to
the extent othenvise expressly agreed in writing by the Borrower and the Bank as
to any specific transaction.  This Agreement shall expire on March 31. 1998 Upon
the date hereof,  this Master  Promissory  Note shall become  effective  and the
Master  Promissory  Note dated  June 30,o 1997 for the  amount  of$50,000,000.00
(Fifty Million  United States  Dollars) made by the Borrower to the order of the
Bank shall be of no further force and effect and shall be canceled.


     1.   Loans.
     -----------
     

     Upon  receipt of a Loan  Request  from the  Borrower as provided in Section
4(a),  the Bank may, in its sole and absolute  discretion,  but shall not in any
way be obligated to, make to the Borrower,  (a) a Federal Funds Rate Loan or (b)
a LIBOR Rate Loan.

     2.   Interest.
     --------------

     (a) Rate. Each Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period applicable thereto at the rate per annum agreed
by the  Borrower  and the Bank in each  case as set forth in the  relevant  Loan
request approved by the Bank. Such rate shall be based on the Federal Funds Rate
or the LIBOR Rate, plus any applicable  margins.  Any amount of principal of any
Loan and,  to the  maximum  extent  permitted  under  applicable  law,  interest
thereon,  not paid  when due  (whether  at  maturity,  by  reason  of  notice of
prepayment,  acceleration  or  otherwise)  shall bear interest from the due date
thereof until the date of payment at [the Prime Rate, plus 2%].
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                                       2


     (b) Payment. Accrued interest on each Loan shall be payable on the last day
of each Interest Period  applicable  thereto and on any interim interest payment
dates specified in the relevant Loan Request approved by the Bank.

     (c) Computation.  Interest on the Loans shall be computed on the basis of a
year of 360 days and paid for the actual number of days elapsed  (including  the
first but excluding the last day).


     3.   Repayments and Prepayments.
     --------------------------------

     (a) Mandatory Repayment. Each Loan shall be due and payable by the Borrower
upon the maturity date therefore specified in the relevant Loan Request approved
by the Bank.

     (b)  Voluntary  Prepayment.  The Borrower  may,  upon at least two Business
Days' prior  irrevocable  wntten  notice to the Bank stating the  proposed  date
(which date shall be the last day of an  Interest  Period in respect of the Loan
being  prepaid) and aggregate  principal  amount of the  prepayment,  prepay the
outstanding  principal amount of a Loan, in whole or in part, without premium or
penalty,  together with accrued  interest to the date of such  prepayment on the
principal  amount of the Loan prepaid and any amounts  owing under  Section 8 [;
provided,  however, that each partial prepayment shall be in an aggregate amount
not less than  $100,000.00  (One  Hundred  Thousand  United  States  Dollars) or
integral  multiples of $100.000.00  (One Hundred Thousand United States Dollars)
in excess thereof]. Upon the giving of such notice of prepayment,  the principal
amount of a Loan  specified to be prepaid,  accrued  interest  thereon,  and any
amounts owing under Section 8 shall become due and payable on the date specified
for such prepayment.

     4.   Loan and Prepayment Procedures.
     ------------------------------------

     (a) Notice.  The Borrower  shall deliver to the Bank a Loan Request ( which
shall be  irrevocable) in  substantially  the form of tixhibit 1 for a requested
Loan no later  than (i) one  Business  Day,  in the case of  Federal  Funds Rate
Loans, or (ii) three Business Days, in the case of LABOR Rate Loans,  before the
requested  disbursement  date for such Loan. Such Loan Request shall specify (i)
the requested Loan  disbursement  date,  which shall be a Business Day, (ii) the
amount of such Loan,  and (iii) the requested  duration of the initial  Interest
Period for such Loan.  Upon the  disbursement  of each requested  Loan, the Bank
shall send to the  Borrower a copy of such Loan  Request  accepted in writing by
the Bank and completed to include the additional  terms of such Loan referred to
therein,   including  the  maturity  date,  applicable  interest  rate  and  the
applicable Interest Period (and, in the case of any Interest Period that exceeds
three months,  any interim interest payment dates),  which confirmation shall be
binding for all purposes, absent manifest error. 
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                                       3

The  Borrower,  by  its  delivery  of a Loan  Request  to the  Bank  and  its
acceptance of the Loan made pursuant thereto,  irrevocably  agrees that it shall
be  bound  by all of the  terms,  conditions  and  provisions  set  forth in the
completed and accepted Loan Request and in this Master Promissory Note.

     (b) Loan and  Payments.  (i) Manner.  The Bank will  credit the  Borrower's
account at the Bank  unith  proceeds  of each Loan that the Bank  agrees to make
unless other disbursement  instructions acceptable to the Bank are received. All
payments  made  hereunder  to the Bank shall be made  without any  reduction  or
deduction   whatsoever   including  any  reduction  or  deduction  for  set-off,
recoupment,  counterclaim  (whether sounding in tort,  contract or otherwise) or
any Federal,  state or foreign tax of any kind or nature  whatsoever.  A payment
shall not be deemed to have been made on any day unless  such  payment  has been
received by the Bank in U.S. Dollars in funds immediately  available to the Bank
at its  offices  referred to above no later than 12:00 noon (New York City time)
on such day.  The  Borrower  hereby  authorizes  the Bank to charge  any  amount
payable  hereunder that is not paid when due against any and all of the accounts
of the  Borrower  with the  Bank or any of its  affiliates,  with  the  Borrower
remaining liable for any deficiency.

     (ii) Extension of Pavment Date. Whenever any payment to the Bank in respect
of any Loan would  otherwise  be due on a day that is not a Business  Day,  such
payment shall instead be due on the next succeeding Business Day (and shall bear
interest  for  such  extended  time at the rate  applicable  in  respect  of the
immediately prior Business Day).

          Continuation.  Each  Federal  Funds Rate Loan or LIBOR Rate Loan shall
automatically  be continued as a Federal  Funds Rate Loan or LIBOR Rate Loan, as
the case may be, at the end of the Interest Period  applicable  thereto,  unless
(i) such Loan is due to the mature at the end of such Interest  Period,  or (ii)
the  Borrower  shall have given the Bank a timely  Loan  Request as  provided in
Section  4(a)  requesting  that such  Loan be  changed  to a LIBOR  Rate Loan or
Federal Funds Rate Loan, as the case may be.

     (d) Evidence of  Indebtedness.  Each Loan and the Borrower's  obligation to
repay  each Loan with  interest  thereon  in  accordance  with the terms of this
Master Promissory Note shall be evidenced hereby and by the records of the Bank.

     5.   Representations and Warranties.
     ------------------------------------

     The Borrower represents and Warrants to the Bank that:

     (a)  Corporate  Existence;  Compliance  with  Law.  The  Borrower  (i) is a
corporation duly organized, validly existing and in good standing under the laws
of  Delaware;  (ii) is  duly  qualified  as a  foreign  corporation  and in good
standing  under  the  law of  each  jurisdiction  where  such  qualification  is
necessary,  except for failures which in the aggregate have no Material  Adverse
Effect;  (iii) has all  requisite  corporate  power and  authority and the legal
right to own, pledge, mortgage and operate its properties, to lease 


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                                       4


     the property it operates under lease and to conduct its busniness as now or
currently  proposed to be conducted;  (iv) is in compliance with its certificate
of  incorporation  and  by-laws;  (v)  is  in  compliance  with  all  applicable
requirements of law except for such  noncompliances  as in the aggregate have no
Material Adverse Effect; and (vi) has all necessary licenses,  permits, consents
or approvals from or by, has made all necessary  filings with, and has given all
necessary notice to, each  governmental  authority having  jurisdiction,  to the
extent required for such ownership,  operation and conduct, except for licenses,
permits,  consents  or  approvals  which  can  be  obtained  by  the  taking  of
ministerial  action to secure the grant or transfer thereof or failures which in
the aggregate have no Material Adverse Effect.

     (b)  Corporate  Power;  Authorization;  Enforceable  Obligations.  (i)  The
execution,  delivery and  performance  by the Borrower of each Loan Document and
the consummation of the transactions contemplated thereby:

          (A)  are within the Borrower's corporate powers;

          (B)  have been duly authorized by all necessary corporate action;

          (C)  do not and will not (1) contravene the Borrower's  certificate of
               incorporation or by-laws or other comparable governing documents,
               (2) violate any applicable requirement of law (including, without
               limitation,  Regulations  G, T, U and X of the Board of Governors
               of the  Federal  Reserve  System),  or any order or decree of any
               governmental authority or arbitrator, (3) conflict with or result
               in 'the breach of, or constitute a default under, or result in or
               permit  the  termination  or  acceleration  of,  any  contractual
               obligation  of the  Borrower,  or (4) result in the  creation  or
               imposition  of any lien upon any of the  property of the Borrower
               (other than pursuant to any Collateral Agreement); and

          (D)  do not require the consent of,  authorization  by,  approval  of,
               notice  to, or  filing or  registration  with,  any  governmental
               authority or any other  person or entity,  other than those which
               have  been  obtained  or made  and  copies  of  which  have  been
               delivered  to the  Bank,  and each of which is in full  force and
               effect.

     (ii)  This  Master  Promissory  Note has been,  and each of the other  Loan
Documents will have been upon delivery  thereof,  duly executed and delivered by
the  Borrower.  This  Master  Promissory  Note is,  and each of the  other  Loan
Documents  will be, when  delivered  to the Bank,  the legal,  valid and binding
obligation of the Borrower, enforceable against it in accordance with its terms.

     (c) Financial Matters.  (i) The consolidated  balance sheet of the Borrower
and  its  subsidiaries  as at  March  31.  1997,  and the  related  consolidated
statements of income,  retained  earnings and cash flows of the Borrower and 

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                                       5


    its subsidiaries for the fiscal year then ended, certified by the borrower's
  auditor,  copies of which have been furnished to the Bank,  fairly present the
consolidated financial condition of the Borrower and its subsidiaries as at such
dates and the  consolidated  results of the  operations  of the Borrower and its
subsidiaries  for  the  period  ended  on such  dates,  all in  conformity  with
generally accepted accounting principles.

     (ii) Since  April 1, 1996  there has been no  Material  Adverse  Change and
there  have been no  events or  developments  that in the  aggregate  have had a
Material Adverse Effect.

     (d) Litigation.  The performance of any action by the Borrower  required or
contemplated   hereby  is  not  restrained  or  enjoined  (either   temporarily,
preliminary or permanently),  and no material adverse condition has been imposed
by any governmental authority or arbitrator upon any of such transactions.

     (e) Pari Passu  Obliaations.  The Loans, all interest thereon and all other
amounts payable by the Borrower hereunder  constitute the direct,  unconditional
and general  obligations of the Borrower,  and rank at least pari passu with all
other indebtedness and other obligations of the Borrower.

     6.   Information. 
     ------------------

     Upon the request from time to time of the Bank, the Borrower shall promptly
furnish to the Bank such certificates, reports, statements, (including financial
statements  of the Borrower and its  subsidiaries),  documents  and  information
regarding the business,  assets,  liabilities,  financial condition,  results of
operations  or business  prospects of the Borrower and its  subsidiaries  as the
Bank may reasonably request.

     7.   Events of Default: Remedies.
     ---------------------------------

     If any of the following  events (each,  an "Event of Default")  shall occur
and be continuing:

     (a) any payment of  principal  of or interest on any Loan shall not be paid
when and as due  (whether  at  maturity,  by reason  of  notice  of  prepayment,
acceleration  or  otherwise)  in  accordance  with  the  terms  of  this  Master
Promissory Note; or

     (b) the Borrower  shall  default in the  performance  or  observance of any
other  term,  covenant  or  agreement  contained  herein  or in any  other  Loan
Document: or

     (c) the  Borrower  shall fail to pay any other  indebtedness  for  borrowed
money or any  interest  thereon,  when due (whether by  scheduled  maturity,  by
reason of notice of prepayment,  acceleration,  demand, or otherwise),  and such
failure shall continue after the applicable grace period,  if any,  specified in
the agreement or instrument relating to such indebtedness; or
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                                       6


     (d) a case or  proceeding  shall be commenced and continue  undismissed  or
unstayed  for  a  period  of  30  days  against  the  Borrower  or  any  of  its
subsidiaries,  or the  Borrower  or any of its  subsidiaries  shall  commerce  a
voluntary case, in either case seeking relief under the Federal  bankruptcy laws
or any other law relating to bankruptcy, insolvency,  reorganization, winding up
or  composition  or  adjustment  of debts,  in each case as now or  hereafter in
effect, or the Borrower or any of its subsidiaries  shall apply for, consent to,
or fail to  contest,  the  appointment  of a  receiver,  liquidator,  custodian,
trustee or the like of the Borrower or any o fits subsidiaries or for all or any
part or its property or any of its  subsidiaries'  property,  or the Borrower or
any of its subsidiaries  shall make a general  assignment for the benefit of its
creditors,  or the Borrower or any of its  subsidiaries  shall fail, or admit in
writing its  inability,  to pay, or  generally  not be paying, its debts as they
become due; or

     (e) any provision of this Master  Promissory  Note, any other Loan Document
or any other  agreement  related  hereto or  thereto  shall fail to be the legal
valid and binding obligation of the Borrower, enforceable in accordance with its
terms, or the Borrower shall so state in writing; or

     (f) any  representation  or  warranty  made by the  Borrower in this Master
Promissory  Note, any other Loan Document or any other agreement  related hereto
or thereto  shall have been  incorrect,  or shall  have been  misleading  in any
material respect, when made; or

     (g) there shall occur any Material  Adverse Change or any event which would
have a Material Adverse Effect; or

     (h) any Collateral Agreement after delivery thereof shall, for any reason,
cease to create a valid lien on any of the  collateral  purported  to be covered
thereby,  or such lien shall cease to be a perfected and first priority lien, or
the Borrower shall so state in writing:

THEN,  during the  continuance of any such Event of Default (other than an Event
of  Default of the type  specified  in  Section  7(d)),  the Bank may by written
notice to the Borrower (i) declare,  in whole or from time to time in part,  the
principal of and interest on the Loans and all other amounts owing hereunder and
under each of the other Loan  Documents to be, and the Loans,  such interest and
such other amounts shall thereupon and to that extent become, due and payable to
the Bank, and (ii) exercise any or all rights provided for herein,  in any other
Loan Document or by applicable law or in equity.  During the  continuance of any
Event of  Default  of the type  specified  in Section  7(d),  automatically  and
without any notice to the  Borrower  the  principal of and interest on the Loans
and all other amounts owing hereunder and under each of the other Loan Documents
shall be immediately due and payable to the Bank.
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                                       7


     8.   Funding Losses.
     --------------------

     The Borrower shall pay to the Bank, upon request, such amount or amounts as
the Bank determines are necessary to compensate if for any loss, cost or expense
incurred  by it as a result  of a Loan for any  reason  not being  made,  or any
payment of  principal  thereof or  interest  thereon  not being made on the date
therefore determined in accordance with the applicable provisions of this Master
Promissory  Note or any Loan  Request.  At the option of the Bank,  and  without
limitation,  such  compensation on account of losses may include an amount equal
to the excess of(a) the interest that would have been received from the Borrower
on any amounts to be  reemployed  by the Bank  during an Interest  Period or its
remaining  portion over (b) the  interest  component of the return that the Bank
determines it could have obtained had it placed such an amount on deposit in the
London  Interbank U.S.  Dollar Market for a period equal to such Interest Period
or its remaining portion.  The Bank shall furnish to the Borrower upon request a
certificate  outlining  in  reasonable  detail the  computation  of any  amounts
claimed  by  it  under  this  Section  and  the   assumptions   underlying  such
computations.

     9.   Notices.
     -------------

     All notices and other  communications  provided for  hereunder  shall be in
writing (including,  without limitation,  telegraphic,  telex, telecopy or cable
communication) and mailed, telegraphed, telexed, telecopied, cabled or delivered
by hand,  ifto the Borrower,  at its address at 5316 Highway 290 W#500.  Austin.
Texas  78735-8930  (telecopy  number:  (512) 892-3036)  (telephone  number:(512)
436-2508), Attention: ifto the Bank, at its address at The Dai-Ichi Kangyo Bank,
Ltd.,  New York Branch,  One World Trade Center,  Suite 4911, New York, New York
10048 (telecopy  number:  (212) 524-0579)  (telephone  number:  (212) 432-6664),
Attention:  Junichi  Morita,  or as to either  'party,  at such other address as
shall be designated by such party in a written notice to the other parties.  All
such  notices and  communications  shall,  when  mailed,  telegraphed,  telexed,
telecopied,  cabled or  delivered,  be  effective  when  deposited in the mails,
delivered to the telegraph company,  confirmed by telex answer back,  telecopied
with  confirmation  of receipt,  delivered to the cable  company or delivered by
hand to the  addressee  or its  Bank,  respectively,  except  that  notices  and
communications  to the Bank  pursuant to Section 4 shall not be effective  until
actually  received  by the officer of the Bank  responsible  at the time for the
administration or this Master Promissory Note.

     10.  Expenses. Indemnity.
     -------------------------

     The  Borrower  shall pay or  reimburse  the Bank for all costs and expenses
(including,  but not  limited  to,  fees and  disbursements  of  legal  counsel)
incurred by the bank in connection  with,  arising out of, or in any way related
to, the enforcement,  exercise, preservation or protection by the Bank of any of
its rights under this Master  Promissory  Note or any other Loan  Document.  The
Borrower shall indemnify the Bank, its affiliates, and the directors,  officers,
employees,  and agents of the Bank and its affiliates  against any loss,  claim,
liability or expense  (including,  without  limitation fees and disbursements of
legal  counsel)  incurred by any of them in connection  with,  arising out of or
relating to this Master Promissory Note, any other Loan Document, any Loan, or
any of the transactions  contemplated hereby, unless and to the extent proven to
be the result of willful misconduct or gross negligence by the Bank.

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                                       8


     11.  Judicial Proceedings; WAIVER OF JURY TRIAL.
     ------------------------------------------------

     (a)  Each of the  Borrower  and the  Bank  agrees  to  submit  to  personal
jurisdiction  in any  court of  competent  jurisdiction  in New York City and to
irrevocably  waive any objection it may now or hereafter have as to the venue of
any  proceeding  brought  in such  court or that such  court is an  inconvenient
forum.  The Borrower hereby waives personal service of process and consents that
service of process upon it may be made, and deemed completed, in accordance with
the provision of Section 9.

     (b) EACH OF THE  BORROWER  AND THE BANK HEREBY  WAIVES TRLAL BY JURY IN ANY
JUDICIAL  PROCEEDING  ARISING  OUT OF OR  RELATING  TO  ANY  LOAN,  THIS  MASTER
PROMISSORY NOTE, ANY OTHER LOAN DOCUMENT,  ANY OTHER AGREEMENT RELATED HERETO OR
THERETO, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

     12.  No Waiver: Remedies.
     -------------------------

     No failure on the part of the Bank to exercise, and no delay in exercising,
and no course of dealing with respect to, any right hereunder or under any other
Loan Document or under any other  document  executed in  connection  herewith or
therewith  shall  operate  as a waiver  thereof  nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law or in equity.

     13.  Binding Effect.
     --------------------

     This Master  Promissory  Note and each of the other Loan Documents shall be
binding  upon and  inure to the  benefit  of the  Borrower,  the Bank and  their
respective  successors and assigns,  except that the Borrower shall not have the
right to assign its rights or delegate its  obligations  hereunder or thereunder
or any interest herein or therein without the prior written consent of the Bank.

     14.  Severabilitv.
     ------------------

     Wherever  possible,  each provision of this Master Promissory Note shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any provision of this  agreement  shall be prohibited by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Master Promissory Note.

<PAGE>
                                       9

     15.  Execution in Counterparts.
     -------------------------------

     This  Agreement  may be  executed  in any  number  of  counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

     16.  Survival
     -------------

     The representations and warranties of the Borrower contained in each of the
Loan  Documents  shall survive the execution and delivery of the Loan  Documents
and the making of the Loans.

     17.  Entire Agreement
     ---------------------

     This  Agreement,  together  with all of the other  Loan  Documents  and all
certificates and documents delivered thereunder or thereunder, embody the entire
agreement of the parties and supersedes all prior agreements and  understandings
relating to the subject matter hereof.

     18.  Governing Law.
     -------------------

     THIS MASTER  PROMISSORY  NOTE AND EACH OF THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY AND CONSTRUED LV ACCORDANCE WITH TB[E LAW OF THE STATE OF NEW YORK.

     19.  Definitions.
     -----------------


For purpose of this Agreement:

     "Business Day" shall mean any day other than Saturday,  Sunday or other day
on which banks in New York City are authorized to close.

     "Collateral Agreement" shall mean any security agreement, pledge agreement,
or similar  agreement  between the Borrower and/or any of its affiliates and the
Bank  securing  the Loan and the other  obligations  of the Borrower to the Bank
under the Loan Documents, which may from time to time be entered into.

     "Federal  Funds Rate" shall mean with respect to any Interest  Period,  the
arithmatic  mean of such rates as are referred to as the Term Fed Funds Rate for
a  term  comparable  to  the  relevant  Interest  Period  on  the  date  of  the
disbursement of the relevant Loan or the commencement of new Interest Period, as
the case may be.

<PAGE>
                                       10



"Federal  Funds Rate loan" shall mean any Loan the interest on which is computed
on the basis of the Federal Funds Rate.

     "Interest Period" shall mean for each Loan a period (a) commencing,  on the
date of the making of such Loan and, in the case of each subsequent,  successive
Interest period applicable thereto, on the last day of the immediately preceding
Interest Period applicable thereto and (b) of such' duration as the Bank and the
Borrower  shall agree in each case,  except that any Interest  Period that would
otherwise  end on a day that is not a Business Day shall be extended to the next
succeeding Business Day.
    
     "LIBOR Rate" shall mean the rate per annum  determined  by the Bank in it's
sole  discretion to be the  respective  rate in the London  Interbank  Market at
approximately 11:00a.m.  London Time on the date two EurodoIlar Business Days in
London  prior to the first day of such  Interest  Period for the offering by the
Bank in the London  interbank  Market of deposits  in U.S.  Dollars for a period
equal to such Interest Period in amounts  comparable to the Eurodollar Rate Loan
to which such Interest  Period  applies,  at the time as of which the Bank makes
such determination.

     "LIBOR Rate Loan" shall mean any Loan the  interest on which is computed on
the basis of the LIBOR Rate.

     "Loan Document" shall mean this Master  Promissory  Note, each Loan Request
and each Collateral Agreement.

     "Loan Request" shall mean a Request for Loan in  substantially  the form of
Exhibit 1 hereto.

     "Material Adverse Change" shall mean a material adverse change in any of(a)
the  condition(  financial  or  otherwise),  business,  performance,  prospects,
operations  or  properties  of the  Borrower and its  subsidiaries  taken as one
enterprise,  (b) the legality,  validity or enforceability of any Loan document,
(c) the  perfection or priority of the liens granted  pursuant to the Collateral
Documents,  (d) the ability of the Borrower to repay or perform its  obligations
under this Master Promissory Note or any of the other Loan Documents, or (e) the
rights and remedies of the Bank under this Master  Promissory Note or any of the
other Loan Documents.

     "Material  Adverse  Effect" shall mean an effect that results in or causes,
or has a reasonable  likelihood of resulting in or causing,  a Material  Adverse
Change.

     "Prime Rate" shall mean the rate of interest  publicly  announced from time
to time by the Bank as its  "prime  rate"  for  extensions  of  credit in United
States Dollars to customers in the United Sates,  which rate is not  necessarily
the lowest rate of interest charged by the Bank.

<PAGE>
                                       11



     20.  Termination.
     -----------------

     This  Agreement  may be  terminated  by either party upon thirty days prior
notice to the other party,  provided that such termination  shall not affect any
Loans  outstanding  as of the date of  termination,  which shall  continue to be
governed by the terms  thereof or, on the expire date of March 31.  1998,  which
ever comes earlier.

     21.  Waivers by Borrower.
     -------------------------

     Demand,  presentment,  protest  and notice of  non-payment  and protest are
hereby waived by the Borrower.


     IN WITNESS WHEREOF,  the Borrower has caused this Master Promissory Note be
duly executed and delivered by its duly authorized  officer,  all as of the date
hereof.

                                            [NAME OF BORROWER]


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

ACCEPTED AND AGREED TO:

THE DAI-ICHI KANGYO BANK, LTD., NEW YORK BRANCH


By:--------------------------
   Name: Shigeto Yanase   
   Title: Senior Vice President

<PAGE>
                                       12

Exhibit 1
REOUEST FOR LOAN

The Dai-Ichi Kangyo Bank, Ltd,. New York Branch
One World Trade Center
Suite 4911
New York, NY 10048

Gentlemen:

     Reference is made to the Master  Promissory Note, dated as of June 30, 1997
("the Master Note"), executed by the undersigned in favor of The Dai-Ichi Kangyo
Bank,  Ltd., New York Branch (the "Bank").  The undersigned  hereby gives notice
pursuant to the requirements of the Master Note of its request for the following
Loan(s) on the following  requested  terms,  to be made in the sole and absolute
discretion  of the Bank and on such  other or  additional  terms as the Bank may
indicate  below,  which will be subject to and  governed by the Master  Note(the
terms,  definitions and provisions of which are hereby incorporated herein as if
set forth in full herein):

Amount of Loan Date of Loan Maturity Date Interest Rate


The Undersigned represents and warrants that:

     1. The representations and warranties made by the undersigned in the Master
Note and in each of the other Loan Documents are and will be true,  complete and
correct on and as of the date  hereof and on and as of the date of  disbursement
of each of the  requested  Loans,  as if made on and as of the date  hereof  and
thereof and

     2. No Event of Default has occurred and is continuing, or would result from
the borrowing(s) requested herein.

<PAGE>
                                       13

By accepting the Loan(s)  requested  pursuant hereto,  the Borrower  irrevocably
agrees  to all  of the  terms,  conditions  and  provisions  set  forth  therein
(including,  without limitation,  those terms and provisions  indicated above by
the Bank) and in the Master Note.


CNAME OF BORROWER]


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

The foregoing request is approved.

THE DAI-ICHI KANGYO BANK, LTD., NEW YORK BRANCH


By:--------------------------
  Name: Shigeto Yanase   
  Title: Senior Vice President