<PAGE> 
                    AMENDMENT TO LOAN AND SECURITY AGREEMENT
                        AND NOTE MODIFICATION AGREEMENT
                    ________________________________________


  THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT AND NOTE MODIFICATION AGREEMENT 
made this 30TH day of JUNE, 1997, by and between OCAL, INC., a Delaware 
corporation, OCCIDENTAL COATING COMPANY, INC., a California corporation, OCAL, 
INCORPORATED, an Alabama corporation, OCAL DATA COMPANY, a California 
corporation, and OCAL TRANSPORT CO., a California corporation (jointly and 
severally, the "Borrower"), and SOUTHTRUST BANK, NATIONAL ASSOCIATION, a 
national banking association formerly known as SouthTrust Bank of Alabama, 
National Association, having its principal office in Birmingham, Alabama (the 
"Bank").  

                               R E C I T A L S :
                               _________________

  Ocal, Inc., an Alabama corporation and Occidental Coating Company, a 
California Corporation ("Original Borrowers") entered into a Loan and Security 
Agreement with Bank dated as of July 28, 1992, whereby Bank established in 
favor of Borrower a line of credit and a term note in the aggregate initial 
principal amount of $4,000,000. Said agreement, as amended by instruments dated 
July 1, 1994, December 8, 1994, and June 27, 1995, is herein referred to as the 
"Loan Agreement". Capitalized terms used herein but not otherwise defined 
herein shall have the respective meanings ascribed to them in the Loan 
Agreement. The indebtedness referred to in the Loan Agreement is represented by 
a promissory note in the initial principal amount of $4,000,000, said note 
having been amended by instrument dated June 27, 1995, so that the maximum 
outstanding principal balance is now $6,500,000 (the "Note").  

  Pursuant to a series of transactions consummated on March 18, 1996, Original 
Borrowers were a party to a reorganization transaction in which they were 
acquired by Ocal, Inc., a Delaware corporation ("Parent Corporation") (the 
"Reorganization"). The Reorganization included the acquisition by Parent 
Corporation of all issued and outstanding shares of Ocal Data Company, a 
California corporation, and Ocal Transport Co., a California corporation 
(collectively, the "Additional Subsidiaries").  

  Original Borrowers have requested that the Loan Agreement and the Note be 
amended to include Parent and the Additional Subsidiaries as obligors with 
respect to the Obligations. Original Borrowers have further requested that 
Borrower have the option to price the interest rate applicable to the Loan 
based on the London Interbank Offered Rate. Borrower and Bank desire to set 
forth their agreement with respect to these matters on the terms and conditions 
hereinafter set forth.  

  NOW, THEREFORE, the Borrower and the Bank agree as follows: 

  1. The Loan Agreement is amended by adding in the initial paragraph to the 
list of entities constituting "Borrower" the names "Ocal, Inc., a Delaware 
corporation", "Ocal Data Company, a California corporation", and "Ocal 
Transport Co., a California corporation", and from and after the date hereof, 
said entities shall be deemed principal obligors with respect to all of the 
Obligations and other undertakings and agreements of Borrower set forth in the 
Loan Agreement.  

  2. The Loan Agreement is hereby amended by adding the following additional 
definitions as Sections 1.52 through 1.67 respectively: 

     1.52. Adjusted LIBOR Rate - with respect to any Interest Period for a 
LIBOR Rate Advance, an interest rate per annum (rounded upwards, if necessary, 
to the next 1/16th of 1%) equal to the quotient of (i) the LIBOR Rate in effect 
for such Interest Period divided by (ii) a percentage (expressed as a decimal) 
equal to 100% minus Statutory Reserves.  

     1.53. Advance - any principal amount advanced and remaining outstanding at 
any time with respect to any Loan, which advance shall be made or outstanding 
as a Base Rate Advance or a LIBOR Rate Advance.  

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

     1.55. Base Rate Advance - an Advance made or outstanding as a Loan with 
interest based on the Base Rate as provided in Section 2 hereof.  

     1.56. Board of Governors - the Board of Governors of the Federal Reserve 
System of the United States.  

     1.57. Business Day - any day excluding Saturday, Sunday, any day which is 
a legal holiday in the State of Alabama, and any day on which banks are 
authorized to close in the State of Alabama; provided, however, that when used 
with reference to a LIBOR Rate Advance (including the making, continuing, 
prepaying or repaying of any LIBOR Rate Advance or an Interest Period), the 
term "Business Day" shall also exclude any day on which banks are not opened 
for dealings in dollar deposits on the London Interbank Market.  

     1.58. Dollar, U.S. Dollar and $ - lawful money of the United States of 
America.  

     1.59. Eurocurrency Liabilities - shall have the meaning ascribed thereto 
in Regulation D.  

     1.60. Interest Period - shall have the meaning ascribed thereto in Section 
2.2.3.  

     1.61. LIBOR Rate - the rate at which Dollar deposits approximately equal 
in principal amount to the LIBOR Rate Advance for which the LIBOR Rate is being 
determined and for a maturity comparable to the Interest Period for which such 
LIBOR Rate would apply are offered to Bank in immediately available funds in 
the London Interbank Market at approximately 11:00 A.M., London time, two 
Business Days prior to the commencement of such Interest Period.  

     1.62. LIBOR Rate Advance - an Advance made or outstanding as a Loan 
bearing interest based on the Applicable Adjusted LIBOR Rate as provided in 
Section 2 hereof.  

     1.63. Notice of Borrowing - as defined in Section 2.3.1 of this Agreement.

     1.64. Notice of Conversion/Continuation - as defined in Section 2.3.3 of 
this Agreement.  

     1.65. Regulation D - Regulation D of the Board of Governors.  

     1.66. Statutory Reserves - on any date, the percentage (expressed as a 
decimal) established by the Board of Governors which is the then stated maximum 
rate for all reserves (including, but not limited to, any emergency, 
supplemental or other marginal reserve requirements) applicable to any member 
bank of the Federal Reserve System of the United States in respect to 
Eurocurrency Liabilities (or any successor category of liabilities under 
Regulation D). Such reserve percentage shall include, without limitation, those 
imposed pursuant to said Regulation D. The Statutory Reserves shall be adjusted 
automatically on and as of the effective date of any change in such percentage.

     1.67. Taxes - any present or future taxes, levies, imposts, duties, fees, 
deductions, withholdings or other charges of whatever nature, including, 
without limitation, withholding, social security, income, sales, excise, 
property, payroll, franchise and license taxes, now or hereafter imposed or 
levied by the United States or any state or political subdivision thereof or by 
any foreign government or other taxing authority, and all interest, penalties, 
additions to tax and similar liabilities with respect thereto.  

  3. Article 2 of the Loan Agreement is hereby amended and restated to read in 
its entirety as follows: 

     2. THE LOANS.  

        2.1. LINE OF CREDIT LOAN -

        2.1.1. Subject to all terms set forth herein and for so long as the 
bank has not demanded payment of the Loan and for so long as no Event of 
Default exists, Bank agrees, from time to time and on the terms hereinafter set 
forth, to loan to Borrower, when requested by Borrower, principal amounts 
aggregating up to the lesser of (i) $6,500,000 or (ii) the Aggregate Loan 
Values as determined by the Bank from the periodic reports submitted by 
Borrower to the Bank. Notwithstanding any other provision hereof, the Loan 
Value of Inventory shall not at any time exceed the sum of $1,500,000. Within 
the aforesaid limits, the Borrower may borrow, make payments, and reborrow 
under this Agreement, subject to the provisions hereof.  

        2.1.2. The obligation to repay the Loan shall be evidenced by a Note 
dated the date of this Agreement payable to the order of the Bank and, subject 
to the notice provisions of Section 2.1.7, maturing ON DEMAND, and amounts due 
under the Note and otherwise under this Agreement and under the Loan Documents 
shall be reflected in the Loan Account.  

        2.1.3. Borrower shall submit a Borrower's Report in the form attached 
hereto as Exhibit "A" (or in such other form as may be furnished by Bank from 
time to time) on the date of this Agreement and at least monthly thereafter 
during the term of this Agreement, except that during such time as there is no 
outstanding principal balance on the Loan, the report need be submitted only on 
a quarterly basis. Each advance made under the Loan shall be effected by the 
presentation to Bank of said Borrower's Report and a Notice of Borrowing in 
accordance with Section 2.3 hereof, and subject to availability of loan 
proceeds under this Agreement, compliance by Borrower with the terms of this 
Agreement, and the absence of an Event of Default, Bank shall make such 
advance.  

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

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

        2.1.6. Borrower shall use the proceeds of the Loan for working capital 
needs, and for no other purpose.  

        2.1.7. Notwithstanding the other provisions of this Agreement, the 
obligation of Bank to make the loans hereunder shall cease and all remaining 
principal, interest and other charges and fees due with respect to the Loans 
and the Notes shall be immediately due and payable by Borrower at any time UPON 
DEMAND BY BANK, provided Bank shall be required to give to Borrower one hundred 
and eighty (180) days prior notice of said demand. Said demand shall be given 
in accordance with the provisions of Section 12.5 hereof regarding notices. The 
notice provisions of this Section 2.1.7 shall apply only in the case of a 
demand not accompanied by an Event of Default, it being understood that upon 
the occurrence of an Event of Default no such demand shall be required nor 
shall any notice be given in connection with acceleration or the exercise of 
Bank's rights and remedies hereunder except as expressly set forth in Section 
10 hereof.  

        2.2. INTEREST.  

        2.2.1. RATES OF INTEREST. Interest shall accrue on the principal amount 
of the Loan outstanding at the end of each day from the respective dates such 
principal amounts are advanced until paid (whether at stated maturity, 
acceleration, or otherwise) at a variable rate per annum equal to the 
applicable rate indicated below: 

               (i) For each Base Rate Advance, the Base Rate in effect from 
time to time PLUS the applicable Base Rate Margin; or 

               (ii) For each LIBOR Rate Advance, the relevant Adjusted LIBOR 
Rate for the applicable Interest Period selected by Borrower in conformity with 
this Agreement PLUS the applicable LIBOR Margin.  

        2.2.2. BASE RATE MARGIN. The Base Rate Margin shall be equal to one 
percent (1%), except that during such time as Borrower maintains certain 
financial ratios, the Base Rate Margin may be lower as follows: 

        If Borrower's Tangible Net Worth is greater than $10,000,000 AND 
        Borrower's ratio of Debt to Tangible Net Worth is less than or equal to 
        1 to 1, then the Base Rate Margin shall be 0%.  

        If Borrower's Tangible Net Worth is greater than $9,500,000 AND 
        Borrower's ratio of Debt to Tangible Net Worth is less than or equal to 
        1.25 to 1, then the Base Rate Margin shall be .25%.  

        If Borrower's Tangible Net Worth is greater than $9,000,000 AND 
        Borrower's ratio of Debt to Tangible Net Worth is less than or equal to 
        1.5 to 1, then the Base Rate Margin shall be .5%.  

        If Borrower's Tangible Net Worth is greater than $9,000,000 AND 
        Borrower's ratio of Debt to Tangible Net Worth is less than or equal to 
        1.75 to 1, then the Base Rate Margin shall be .75%.  

If any of the criteria set forth above are not met for a particular interest 
rate, then the Base Rate Margin shall be the next highest rate for which both 
criteria have been met by Borrower.  

        2.2.3. LIBOR MARGIN. The LIBOR Margin shall be equal to three percent 
(3%), except that during such time as Borrower maintains certain financial 
ratios, the LIBOR Margin may be lower as follows: 

        If Borrower's Tangible Net Worth is greater than $10,000,000 AND 
        Borrower's ratio of Debt to Tangible Net Worth is less than or equal to 
        1 to 1, then the LIBOR Margin shall be 2%.  

        If Borrower's Tangible Net Worth is greater than $9,500,000 AND 
        Borrower's ratio of Debt to Tangible Net Worth is less than or equal to 
        1.25 to 1, then the LIBOR Margin shall be 2.25%.  

        If Borrower's Tangible Net Worth is greater than $9,000,000 AND 
        Borrower's ratio of Debt to Tangible Net Worth is less than or equal to 
        1.50 to 1, then the LIBOR Margin shall be 2.5%.  

        If Borrower's Tangible Net Worth is greater than $9,000,000 AND 
        Borrower's ratio of Debt to Tangible Net Worth is less than or equal to 
        1.75 to 1, then the LIBOR Margin shall be 2.75%.  

If any of the criteria set forth above are not met for a particular interest 
rate, then the LIBOR Margin shall be the next highest rate for which both 
criteria have been met by Borrower.  

        2.2.4. DETERMINATION OF BASE RATE MARGIN AND LIBOR MARGIN. The 
applicable Base Rate Margin and LIBOR Margin shall be determined on a trailing 
quarter-by-quarter basis with the applicable margin for any calendar quarter 
being based on financial information available for the second preceding 
quarterly period. For example, the margins applicable to the third calendar 
quarter will be determined by the published financial information for Borrower 
for the first calendar quarter. All said financial data shall be taken from the 
Borrower's 10-Q quarterly statement released by Borrower and filed with the 
Securities and Exchange Commission. Should Borrower fail to file its 10-Q 
quarterly statement in a timely manner so that the margins cannot be determined 
based on the second preceding quarter financial information, the applicable 
Base Rate Margin and LIBOR Rate Margin shall be the highest rate permitted by 
the preceding Sections 2.2.2 and 2.2.3.  

        2.2.5. CALCULATION OF INTEREST.  

               (i) Upon determining the Adjusted LIBOR Rate for any Interest 
Period requested by Borrower, Bank shall promptly notify Borrower thereof by 
telephone or in writing. Such determination shall, absent manifest error, be 
final, conclusive and binding on all parties and for all purposes. The 
applicable rate of interest for all Loans bearing interest based upon the Base 
Rate shall be increased or decreased, as the case may be, by an amount equal to 
any increase or decrease in the Base Rate, with such adjustments to be 
effective as of the opening of business on the day that any such change in the 
Base Rate becomes effective.  

               (ii) Interest on each Loan shall accrue from and including the 
date of such Loan to but excluding the date of any repayment thereof; PROVIDED, 
HOWEVER, that, if a Loan is repaid on the same day made, one day's interest 
shall be paid on such Loan. Accrued interest on all Loans shall be paid upon 
the earliest of (1) the first day of each month (for the immediately preceding 
month), computed through the last calendar day of the preceding month, (2) the 
occurrence of an Event of Default in consequence of which Bank elects to 
accelerate the maturity and payment of the Loan, (3) the last day of an 
Interest Period in respect of a LIBOR Rate Advance, or (4) demand by Bank.  
With respect to any Base Rate Advance converted into a LIBOR Rate Advance on a 
day when interest would not otherwise have been payable with respect to such 
Base Rate Advance, accrued interest to the date of such conversion on the 
amount of such Base Rate Advance shall be paid by Borrower on the conversion 
date.  

        2.2.6. INTEREST PERIODS. In connection with the making or continuation 
of, or conversion into, a LIBOR Rate Advance, Borrower shall select an interest 
period (each an "Interest Period") to be applicable to such LIBOR Rate Advance, 
which interest period shall commence on the date such LIBOR Rate Advance is 
made and shall end on the date that is 90 days thereafter; PROVIDED, HOWEVER, 
that: 

               (i) the initial Interest Period for a LIBOR Rate Advance shall 
commence on the date of such borrowing (including the date of any conversion 
from an Advance of another type) and each Interest Period occurring thereafter 
in respect of such Advance shall commence on the date on which the next 
preceding Interest Period expires; and 

               (ii) if any Interest Period would otherwise expire on a day 
which is not a Business Day, such Interest Period shall expire on the next 
succeeding Business Day.  

        2.2.7. INTEREST RATE NOT ASCERTAINABLE. If Bank shall determine (which 
determination shall, absent manifest error, be final, conclusive and binding 
upon all parties) that on any date for determining the Adjusted LIBOR Rate for 
any Interest Period, by reason of any changes arising after the date of this 
Agreement affecting the London Interbank Market or Bank's position in such 
market, adequate and fair means do not exist for ascertaining the applicable 
interest rate on the basis provided for in the definition of Adjusted LIBOR 
Rate, then, and in any such event, Bank shall forthwith give notice (by 
telephone confirmed in writing) to Borrower of such determination. Until Bank 
notifies Borrower that the circumstances giving rise to the suspension 
described herein no longer exist, the obligation of Bank to make LIBOR Rate 
Advances shall be suspended, and such affected Loans then outstanding shall, at 
the end of the then applicable Interest Period or at such earlier time as may 
be required by Applicable Law, bear the same interest as Base Rate Advances.  

        2.2.8. DEFAULT RATE OF INTEREST. Upon and after the occurrence of an 
Event of Default, including without limitation, the failure at any time by 
Borrower to meet the financial covenants and ratios set forth in Section 6.22 
hereof, and during the continuation thereof, the principal amount of all Loans 
shall bear interest at a rate per annum equal to four percent (4%) above the 
Base Rate, said rate to change as and when the Base Rate changes (the "Default 
Rate").  

        2.3. LOAN REQUESTS.  

        2.3.1. Whenever Borrower desires to borrow pursuant to this Agreement 
(other than a borrowing resulting from a conversion or continuation pursuant to 
Section 2.3.3 below), Borrower shall give Bank prior written or telephonic 
notice of such borrowing request (a "Notice of Borrowing"). Such Notice of 
Borrowing shall be given by Borrower no later than 12:00 Noon, Central Time, at 
the office of Bank designated by Bank from time to time (i) on the Business Day 
of the requested date of such borrowing in the case of Base Rate Advances, and 
(ii) at least two Business Days prior to the requested date of such borrowing 
in the case of LIBOR Rate Advances. Notices received after 12:00 Noon shall be 
deemed received on the next Business Day. All Loans made on the date of initial 
funding of the Loan shall be made as Base Rate Advances and thereafter may be 
made, continued as or converted into Base Rate Advances or LIBOR Rate Advances.
Each Notice of Borrowing shall be irrevocable and shall specify (i) the 
principal amount of the borrowing (which in the case of each LIBOR Rate 
Advance, shall be in minimum advances of at least $1,000,000 each and integral 
multiples of $500,000 in excess of $1,000,000), (ii) the date of borrowing 
(which shall be a Business Day), and (iii) whether the borrowing is to consist 
of Base Rate Advances, or LIBOR Rate Advances and the amount of each such 
Advance. Without limiting Bank's right to cease making any Advances when a 
default or Event of Default exists, it is expressly understood that Borrower 
may not request any LIBOR Rate Advances if demand has been made or if a default 
or Event of Default exists. All amounts outstanding with respect to which there 
has been no request by Borrower and approval by Bank of a LIBOR Rate Advance 
shall be deemed Base Rate Advances. The requirement of written notice of 
borrowings under this Section shall benefit Bank only and Bank may waive said 
requirement in one or more instances without waiving its rights to insist on 
strict compliance with this Section at any time thereafter.  

        2.3.2. Unless payment is otherwise timely made by Borrower, the 
becoming due of any amount required to be paid under this Agreement, the Note 
or any of the other Loan Documents, as principal, accrued interest, fees or 
other charges, including, without limitation, any amount due with respect to 
the Loan, shall be deemed irrevocably to be a request by Borrower from Bank for 
a Loan on the due date of, and in an aggregate amount required to pay, such 
principal, accrued interest, fees or other charges and the proceeds of each 
such Loan may be disbursed by Bank by way of direct payment of the relevant 
obligation and shall bear interest as a Base Rate Advance.  

        2.3.3. Whenever Borrower desires to convert all or a portion of an 
outstanding Base Rate Advance or LIBOR Rate Advance into one or more Advances 
of another type, or to continue outstanding a LIBOR Rate Advance for a new 
Interest Period, Borrower shall give Bank written notice (or telephonic notice 
promptly confirmed in writing) at least one Business Day before the conversion 
into or continuation of a Base Rate Advance and at least two Business Days 
before the conversion into or continuation of a LIBOR Rate Advance. Such notice 
(a "Notice of Conversion/Continuation") shall be irrevocable and shall specify 
the aggregate principal amount of the Advance to be converted or continued, the 
date of such conversion or continuation, whether the Advance is being converted 
into or continued as a LIBOR Rate Advance (and, if so, the duration of the 
Interest Period to be applicable thereto) or a Base Rate Advance. If, upon the 
expiration of any Interest Period in respect of any LIBOR Rate Advance, 
Borrower shall have failed, or pursuant to the following sentence be unable, to 
deliver the Notice of Coverage/Continuation, Borrower shall be deemed to have 
elected to convert such LIBOR Rate Advance to a Base Rate Advance and said 
Advance shall automatically convert to a Base Rate Advance without further 
action of the parties. So long as any default or Event of Default shall have 
occurred and be continuing, no Advance may be converted into or continued as 
(upon expiration of the current Interest Period) a LIBOR Rate Advance. No 
conversion of any LIBOR Rate Advance shall be permitted except on the last day 
of the Interest Period in respect thereof.  

        2.3.4. In no event shall the number of LIBOR Rate Advances outstanding 
at any time exceed four (4) nor shall the aggregate principal balance of all 
outstanding LIBOR Rate Advances exceed $6,500,000, nor shall Borrower be 
entitled to request the making of a LIBOR Rate Advance after demand or if the 
LIBOR period selected would exceed the maturity date (whether resulting from 
demand or otherwise) or during such time as an Event of Default has occurred 
and is continuing.  

        2.3.5. As an accommodation to Borrower, Bank may permit telephonic 
requests for loans and electronic transmittal of instructions, authorizations, 
agreements or reports to Bank by Borrower. Unless Borrower specifically directs 
Bank in writing not to accept or act upon telephonic or electronic 
communications from Borrower, Bank shall have no liability to Borrower for any 
loss or damage suffered by Borrower as a result of Bank's honoring of any 
requests, execution of any instructions, authorizations or agreements or 
reliance on any reports communicated to Bank telephonically or electronically 
and purporting to have been sent to Bank by Borrower and Bank shall have no 
duty to verify the origin of any such communication or the authority of the 
person sending it.  

        2.4. COMPUTATION OF INTEREST AND FEES. Interest hereunder shall be 
calculated daily and shall be computed on the actual number of days elapsed 
over a year of 360 days.  

        2.5. ILLEGALITY. Notwithstanding anything to the contrary contained 
elsewhere in this Agreement, if (i) any change in any law or regulation or in 
the interpretation thereof by any governmental authority charged with the 
administration thereof shall make it unlawful for Bank to make or maintain a 
LIBOR Rate Advance or to give effect to its obligations as contemplated hereby 
with respect to a LIBOR Rate Advance or (ii) at any time Bank determines that 
the making or continuance of any LIBOR Rate Advance has become impracticable as 
a result of a contingency occurring after the date hereof which adversely 
effects the London Interbank Market or the position of Bank in such market, 
then, by written notice to Borrower, Bank may (1) declare that LIBOR Rate 
Advances will not thereafter be made by Bank, whereupon any request by Borrower 
for a LIBOR Rate Advance shall be deemed a request for a Base Rate Advance 
unless Bank's declaration shall be subsequently withdrawn; and (2) require that 
all outstanding LIBOR Rate Advances made by Bank be converted to Base Rate 
Advances, in which event all such LIBOR Rate Advances shall be automatically 
converted to Base Rate Advances as of the date of Borrower's receipt of the 
aforesaid notice from Bank.  

        2.6. INCREASED COSTS. If, by reason of (i) after the date hereof, the 
introduction of or any change (including, without limitation, any change by way 
of imposition or increase of Statutory Reserves or other reserve requirements) 
in or in the interpretation of any law or regulation, or (ii) the compliance 
with any guideline or request for any central bank or other governmental 
authority or quasi-governmental authority exercising control over banks or 
financial institutions generally (whether or not having the force of law); 

             (1) Bank shall be subject to any Tax or other charge with respect 
to any LIBOR Rate Advance or its obligation to make LIBOR Rate Advances, or 
shall change the basis of taxation of payment to Bank of the principal of or 
interest on its LIBOR Rate Advances or its obligation to make LIBOR Rate 
Advances (except for changes in the rate of tax on the overall net income of 
Bank imposed by the jurisdiction in which Bank's principal executive office is 
located); or 

             (2) any reserve (including, without limitation, any imposed by the 
Board of Governors), special deposit or similar requirement against assets of, 
deposits with or for the account of, or credit extended by, Bank shall be 
imposed or deemed applicable or any other condition affecting its LIBOR Rate 
Advances or its obligation to make LIBOR Rate Advances shall be imposed on Bank 
or the London Interbank Market; 

and as a result thereof there shall be any increase in the cost to Bank of 
agreeing to make or making, funding or maintaining LIBOR Rate Advances (except 
to the extent already included in the determination of the applicable Adjusted 
LIBOR Rate for LIBOR Rate Advances), or there shall be a reduction in the 
amount received or receivable by Bank, then Borrower shall from time to time, 
upon written notice from and demand by Bank (with a copy of such notice and 
demand to Bank), pay to Bank, within ten (10) Business Days after the date 
specified in such notice and demand, an additional amount sufficient to 
indemnify Bank against such increased cost. A certificate as to the amount of 
such increased cost, submitted to Borrower by Bank, shall, except for manifest 
error, be final, conclusive and binding for all purposes.  

  If Bank shall advise Borrower at any time that, because of the circumstances 
described hereinabove in this Section 2.6 or any other circumstances arising 
after the date of this Agreement affecting Bank or the London Interbank Market 
or Bank's position in such market, the Adjusted LIBOR Rate, as determined by 
Bank, will not adequately and fairly reflect the cost to Bank of funding LIBOR 
Rate Advances, then, and in any such event: 

             (i)  Bank shall forthwith give notice (by telephone confirmed in 
writing) to Borrower of such advance; 

             (ii) Borrower's right to request and Bank's obligation to make 
LIBOR Rate Advances shall be immediately suspended and Borrower's right to 
continue a LIBOR Rate Advance as such beyond the then applicable Interest 
Period shall also be suspended; and 

             (iii) Bank shall make an Advance as part of the requested 
borrowing of LIBOR Rate Advances as a Base Rate Advance, which Base Rate 
Advance shall, for all purposes, be considered part of such borrowing.  

  For purposes of this Section 2.6, all references to Bank shall be deemed to 
include Bank's holding company or a bank parent of Bank.  

        2.7. CAPITAL ADEQUACY. If after the date hereof Bank determines that 
with respect to any or all LIBOR Rate Advances (a) the adoption of any 
Applicable Law, rule or regulation regarding capital requirements for banks or 
bank holding companies or the subsidiaries thereof, (b) any change in the 
interpretation or administration of any such law, rule or regulation by any 
governmental authority, central bank, or comparable agency charged with the 
interpretation or administration thereof, or (c) compliance by Bank or its 
holding company with any request or directive of any such governmental 
authority, central bank or comparable agency regarding capital adequacy 
(whether or not having the force of law), has the effect of reducing the return 
on Bank's capital to a level below that which Bank could have achieved (taking 
into consideration Bank's and its holding company's policies with respect to 
capital adequacy immediately before such adoption, change or compliance and 
assuming that Bank's capital was fully utilized prior to such adoption, change 
or compliance) but for such adoption, change or compliance as a consequence of 
Bank's commitment to make LIBOR Rate Advances by any amount deemed by Bank to 
be material: 

             (i) Bank shall promptly, after Bank's determination of such 
occurrence, give notice thereof to Borrower; and 

             (ii) Borrower shall pay to Bank, as an additional fee from time to 
time within ten (10) days of Bank's request therefor, such amount as Bank 
certifies to be the amount that will compensate Bank for such reduction.  

  A certificate of Bank claiming entitlement to compensation as set forth above 
will be conclusive in the absence of manifest error. Such certificate will set 
forth the nature of the occurrence giving rise to such compensation, the 
additional amount or amounts to be paid to Bank, and the method by which such 
amounts were determined. In determining such amount, Bank may use any 
reasonable averaging and attribution method. For purposes of this Section 2.7 
all references to Bank shall be deemed to include Bank's bank holding company 
or bank parent of Bank.  

        2.8. FUNDING LOSSES. Borrower shall compensate Bank, upon Bank's 
written request (which request shall set forth the basis for requesting such 
amounts and which request shall, absent manifest error, be final, conclusive 
and binding upon all of the parties hereto), for all losses, expenses and 
liabilities (including, without limitation, any interest paid by Bank to 
lenders of funds borrowed by Bank to make or carry its LIBOR Rate Advances to 
the extent not recovered by Bank in connection with the re-employment of such 
funds), which Bank may sustain: (i) if for any reason (other than a default by 
Bank) a borrowing of, or conversion to or continuation of, LIBOR Rate Advances 
does not occur on the date specified therefor in a Notice of Borrowing or 
Notice of Conversion/Continuation (whether or not withdrawn), (ii) if any 
repayment (including any conversions pursuant to Section 2.3.3 hereof) of any 
its LIBOR Rate Advances occurs on a date that is not the last day of an 
Interest Period applicable thereto, or (iii) if, for any reason, Borrower 
defaults in its obligation to repay LIBOR Rate Advances when required by the 
terms of this Agreement. For purposes of this Section 2.8, all references to 
Bank shall be deemed to include Bank's bank holding company or bank parent of 
Bank.  

        2.9. LOAN ACCOUNT. Bank shall enter disbursements hereunder or under 
the Notes as debits to Loan Accounts maintained in the name of Borrower and 
shall also record in said Loan Accounts all payments made by any Borrower and 
all proceeds of Collateral which are finally paid to Bank, and may record 
therein, in accordance with customary accounting practice, all charges and 
expenses properly chargeable to Borrower hereunder.  

        2.10. PREPAYMENT. Borrower shall have the right at any time and from 
time to time to prepay the Loan, in whole or in part, without premium or 
penalty, except that with respect to any LIBOR Rate Advance then outstanding 
Borrower shall not be entitled to repay the same until expiration of the then 
applicable Interest Period. Any such prepayments shall be made to Bank in 
immediately available funds and shall be applied to the last of the 
installment(s) to mature. Any such prepayment shall not affect or vary the 
obligation of such Borrower to pay any installment when due.  

        2.11. TERM. This Agreement shall remain in force and effect until the 
Loans, and any renewals or extensions, and all interest thereon and costs 
provided for herein with regard to any of them have been indefeasibly paid or 
satisfied in full, and until the Bank has no further obligation to advance 
funds to Borrower hereunder.  

        2.12. PAYMENTS. All sums paid to the Bank by Borrower hereunder shall 
be paid directly to the Bank in immediately available funds. The Bank shall 
send Borrower statements of all amounts due hereunder, which statements shall 
be considered correct and conclusively binding on the Borrower unless the 
Borrower notifies the Bank to the contrary within ten (10) days of its receipt 
of any statement which it deems to be incorrect. The Bank may, in its sole 
discretion, charge against any deposit account of the Borrower all or any part 
of any amount due hereunder.  

        2.13. [Reserved] 

        2.14. [Reserved] 

        2.15. DEMAND OBLIGATION. Notwithstanding any provision in this 
Agreement, the Bank may, in its sole discretion, at any time, but subject to 
the notice provisions of Section 2.1.7, limit the amount of the Loan advanced 
to the Borrower to an amount less than the Aggregate Loan Values and/or 
terminate its obligation to make future loans or advances with respect to the 
Loan. SUBJECT TO THE NOTICE PROVISIONS OF SECTION 2.1.7, THE LOAN SHALL, 
NOTWITHSTANDING ANY COURSE OF DEALING OR CONDUCT ON THE PART OF THE PARTIES 
HERETO, OR ANY OTHER COVENANTS OR UNDERTAKINGS OF THE PARTIES HEREUNDER, REMAIN 
AT ALL TIMES A DEMAND OBLIGATION.  

  4. Section 6.13 of the Agreement is hereby amended to read in its entirety as 
follows: 

     6.13. COLLATERAL REPORTS. Furnish to Bank at least monthly (and more 
frequently if requested by Bank, but if there is no outstanding principal 
balance on the Loan, then such reports need be made only on a quarterly basis) 
a detailed accounts receivable aging report, a detailed accounts payable aging 
report, and an inventory report, all in form and substance, and containing such 
detail and information, as Bank shall request, and furnish to Bank copies of 
all physical inventory listings when prepared by Borrower.  

  5. The Note is hereby amended by adding in the initial paragraph to the list 
of entities constituting "Borrower" the names "Ocal, Inc., a Delaware 
corporation", "Ocal Data Company, a California corporation", and "Ocal 
Transport Co., a California corporation", and from and after the date hereof, 
said entities shall be deemed principal obligors with respect to all of the 
obligations, undertakings and agreements of Borrower set forth in the Note the 
same as if original parties thereto. The liability of said entities shall be 
joint and several with that of the Original Borrowers thereunder.  

  6. Borrower represents and affirms that no default or Event of Default exists 
with respect to the indebtedness referred to herein or will exist as a result 
of the amendments set forth herein, and Borrower further represents that no 
fact or circumstance presently exists, or will exist as a result of the 
amendments set forth herein, which could, with notice, or lapse of time, or 
otherwise, result in the occurrence of a default or Event of Default under the 
Loan Agreement or any related financing document. Borrower further represents 
and warrants that all representations and warranties of Borrower herein, in the 
Loan Agreement, and in notes, security agreements, and other writings, 
evidencing or securing the Loan (the "Loan Documents"), are true and correct as 
of the date hereof the same as if repeated on this date.

  7. Notwithstanding the provisions of this Amendment to Loan and Security 
Agreement, and notwithstanding any course of dealing or conduct on the part of 
the parties hereto, or any other covenants or undertakings of the parties 
hereunder or under the Loan Documents, Borrower acknowledges that the Loan, the 
Note(s) and the other Obligations reflected in the Loan Agreement, are PAYABLE 
ON DEMAND, subject only to the notice provisions set forth in Section 2.1.7 of 
the Loan Agreement.  

  8. Borrower represents and warrants to the Bank that it has no defenses, 
setoffs, rights of recoupment, counterclaims or claims of any nature whatsoever 
in respect to the Loan Documents or the obligations due thereunder or secured 
thereby, and to the extent any such defenses, setoffs, rights of recoupment, 
counterclaims or claims may exist, the same are hereby expressly waived, 
released and discharged.  

  9. Except as herein amended, the Loan Agreement shall remain in full force 
and effect, and the Loan Agreement, as so amended, and each of the Loan 
Documents are hereby ratified and affirmed in all respects.  

  10. Borrower, and the officers of Borrower executing this agreement, jointly 
and severally, represent and warrant to the Bank that the Borrower has full 
power and authority to enter into this Agreement, that the execution and 
delivery of this Agreement has been authorized by all requisite corporate 
action, and that this Agreement constitutes the valid and legally binding 
obligation of the Borrower enforceable against Borrower in accordance with its 
terms.  

  11. Borrower agrees to pay to the Bank all expenses, including attorney's 
fees, incurred by the Bank in connection with the negotiation and preparation 
of this Amendment and the documents contemplated hereby.  

  12. This Agreement may be executed in two or more counterparts, each of which 
when executed and delivered shall constitute an original, but all such 
counterparts together shall be deemed to be one and the same instrument.  

  IN WITNESS WHEREOF, each of the parties hereto has caused this agreement of 
amendment to be executed by its duly authorized officer as of year and date 
first above written.  

                              BORROWER: 
                              _________
                              
                              OCAL, INC.
                              (a Delaware corporation)


                           By:  /s/Ilan Bender
                              ________________
                              Its:   President
                              ________________

Attest:

 /s/Lida R. Frankel
___________________
 Its:   Secretary
___________________

                              OCCIDENTAL COATING COMPANY, INC.
                              (a California corporation)


                           By:  /s/Ilan Bender
                              ________________
                              Its:   President
                              ________________

Attest:

 /s/Lida R. Frankel
___________________
 Its:   Secretary
___________________

                              OCAL, INCORPORATED
                              (an Alabama corporation)


                           By:  /s/Ilan Bender
                              ________________
                              Its:   President
                              ________________


Attest:

 /s/Lida R. Frankel
___________________
 Its:   Secretary
___________________

                              OCAL DATA COMPANY
                              (a California corporation)


                           By:  /s/Ilan Bender
                              ________________
                              Its:   President
                              ________________


Attest:

 /s/Lida R. Frankel
___________________
 Its:   Secretary
___________________

                              OCAL TRANSPORT COMPANY
                              (a California corporation)


                           By:  /s/Ilan Bender
                              ________________
                              Its:   President
                              ________________


Attest:

 /s/Lida R. Frankel
___________________
 Its:   Secretary
___________________


                              BANK:
                              _____

                              SOUTHTRUST BANK,
                              NATIONAL ASSOCIATION

                          By:  /s/Shane McBride
                              _______________________________
                              Its:   Assistant Vice President
                              _______________________________