EXHIBIT 10.18




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                           LOAN AND SECURITY AGREEMENT

                                 by and between

                     SOLUTION TECHNOLOGY INTERNATIONAL, INC.

                                   as Borrower

                                       and

                       CROSSHILL GEORGETOWN CAPITAL, L.P.,

                                    as Lender

                                January 10, 2003


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                           LOAN AND SECURITY AGREEMENT

      THIS LOAN AND SECURITY AGREEMENT dated January 10, 2003, between CROSSHILL
GEORGETOWN  CAPITAL,  L.P.  ("Lender"),  whose address is 1000 Wilson Boulevard,
Suite 1850,  Arlington,  Virginia 22209, and SOLUTION TECHNOLOGY  INTERNATIONAL,
INC. a  corporation  organized  and in good  standing  in the State of  Delaware
("Borrower"),  whose  address  is 5210  Chairmans  Court,  Suite  3,  Frederick,
Maryland  21703,  provides  the terms on which  Lender will lend to Borrower and
Borrower will repay Lender. The parties agree as follows:

1     ACCOUNTING AND OTHER TERMS

      Accounting terms not defined in this Agreement will be construed following
GAAP.  Calculations  and  determinations  must be made following  GAAP. The term
"financial  statements" includes the notes and schedules.  The terms "including"
and "includes" always mean "including (or includes) without limitation," in this
or any Loan Document.

2     LOAN AND TERMS OF PAYMENT

2.1   Promise to Pay.

      Borrower  promises to pay Lender the unpaid principal amount of all Credit
Extensions and interest on the unpaid principal amount of the Credit Extensions.

2.1.1 Revolving Advances.

      (a)   Lender will make  Advances,  not exceeding  the Committed  Revolving
Line, through the Revolving Maturity Date when all outstanding Advances plus all
accrued  interest  will  be due  and  payable.  Advances,  when  repaid,  may be
reborrowed.  All Advances shall be evidenced by the Revolving Promissory Note to
be executed and delivered by Borrower to Lender on the Closing Date and shall be
repaid in accordance with the terms of the Revolving Promissory Note.

      (b)   To obtain an Advance,  Borrower  must  notify  Lender (the notice is
irrevocable) by facsimile no later than 3:00 p.m.  Eastern time one (1) Business
Day before the day on which the Advance is to be made. The notice must be in the
form of  Exhibit  B. The  notice  must be signed  by a  Responsible  Officer  or
designee of a Responsible Officer.

2.2   Interest Rate, Payments.

      (a)   Interest Rate. Advances accrue interest on the outstanding principal
balance in accordance with the Revolving  Promissory Note at a per annum rate of
twelve  percent (12%),  unless  increased  pursuant to Section 9.2.  Interest is
computed on a 360 day year for the actual number of days elapsed,  including the
day any Advance is made but excluding the day it is repaid.

      (b)   Payments. Interest due on the Advances is payable on the first (1st)
Business  Day of each  month.  Payment  shall be due and  payable in full on the
Revolving Maturity Date.


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2.3   Fees.

      Borrower will pay:

      (a)   Facility  Fee. A fully  earned,  nonrefundable  fee in the amount of
Seven  Thousand  Five Hundred  Dollars  ($7,500)  (the  "Facility  Fee"),  Three
Thousand Seven Hundred Fifty Dollars ($3,750) of which has already been paid and
the balance ($3,750) of which shall be due and payable on the Closing Date.

      (b)   Lender   Expenses.   All  Lender  Expenses   (including   reasonable
attorneys'  fees and  reasonable  expenses)  incurred  through  the date of this
Agreement not in excess of $7,500 are due and payable on the Closing  Date,  and
all such Lender Expenses  incurred after the date of this Agreement shall be due
and payable fifteen (15) days after written notice thereof from Lender.

2.4   Warrant.

      On the  Closing  Date,  Borrower  shall  grant to  Lender a  warrant  (the
"Warrant") to purchase Series A Preferred Stock. In the event that the Committed
Revolving Line is not repaid in full on the Revolving Maturity Date, the Warrant
shall  provide  that the number of shares  which  Lender  shall be  entitled  to
purchase under the Warrant shall increase for each month or portion thereof that
the Committed Revolving Line remains unpaid.

3     CONDITIONS OF LOANS

3.1   Conditions Precedent to Initial Credit Extension.

      Lender's obligation to make the initial Credit Extension is subject to its
receipt of the following in form and substance satisfactory to the Lender:

      (a)   this Agreement;

      (b)   the Revolving Promissory Note;

      (c)   a certificate of the Secretary of Borrower with respect to articles,
bylaws,  incumbency and  resolutions  authorizing  the execution and delivery of
this Agreement;

      (d)   financing statement (Forms UCC-1);

      (e)   lien search results for Borrower;

      (f)   insurance certificate;

      (g)   payment of the Facility Fees and Lender  Expenses then due specified
in Section 2.3 hereof;

      (h)   the Warrant;


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      (i)   Certificates  of  Good  Standing  and  Foreign   Qualification   (as
applicable);

      (j)   the Intellectual Property Security Agreement;

      (k)   Lender's  completion  of  due  diligence  on  Borrower,   which  due
diligence must be satisfactory to Lender in its sole discretion; and

      (l)   such other  documents and completion of such other matters as Lender
may reasonably deem necessary or appropriate.

3.2   Conditions Precedent to all Credit Extensions.

      Lender's obligations to make each Credit Extension,  including the initial
Credit Extension, are subject to the following:

      (a)   timely receipt of any Loan Payment/Advance Request Form; and

      (b)   the  representations and warranties in Section 5 must be true on the
date of the Loan Payment/Advance  Request Form and on the effective date of each
Credit Extension and no Event of Default may have occurred and be continuing, or
result  from  the  Credit   Extension.   Each  Credit  Extension  is  Borrower's
representation and warranty on that date that the representations and warranties
in Section 5 remain true.

4     CREATION OF SECURITY INTEREST

4.1   Grant of Security Interest.

      Borrower  grants  Lender a continuing  security  interest in all presently
existing and later acquired Collateral to secure all Obligations and performance
of each of  Borrower's  duties under the Loan  Documents.  Except for  Permitted
Liens, any security  interest will be a first priority  security interest in the
Collateral.  So long as an Event of  Default  has  occurred  and is  continuing,
Lender may place a "hold" on any  deposit  account of Borrower  maintained  with
Lender and may instruct any other financial  institution  which now or hereafter
executes a control agreement to place a "hold" on accounts  maintained with such
institution.  If this  Agreement  is  terminated,  Lender's  lien  and  security
interest in the Collateral  will continue  until  Borrower  fully  satisfies its
Obligations.

5     REPRESENTATIONS AND WARRANTIES

      Except  as set  forth on the  disclosure  schedules  attached  hereto,  as
amended from time to time in accordance with Section 12.5,  Borrower  represents
and warrants as follows:

5.1   Due Organization and Authorization.

      Borrower is duly  existing  and in good  standing in the State of Delaware
and qualified and licensed to do business in, and in good standing in, any state
in which the conduct of its business or its ownership of property  requires that
it be  qualified,  except  where the  failure to do so could not  reasonably  be
expected to cause a Material  Adverse  Change.  Borrower  and each  Subsidiary's
exact  legal  name are as set forth on the  first  page of this  Agreement.  The


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execution,  delivery  and  performance  of the Loan  Documents  have  been  duly
authorized,  and  do not  conflict  with  Borrower's  formation  documents,  nor
constitute an event of default under any material agreement by which Borrower is
bound.  Borrower is not in default under any agreement to which,  or by which it
is bound, in which the default could  reasonably be expected to cause a Material
Adverse Change.

5.2   Collateral.

      Borrower has good title to the Collateral,  free of Liens except Permitted
Liens. To Borrower's  knowledge,  the material Accounts are bona fide,  existing
obligations,  and the service or property has been performed or delivered to the
Account  Debtor or to its  agent for  immediate  shipment  to and  unconditional
acceptance  by the  Account  Debtor.  Borrower  has  no  notice  of  any  actual
Insolvency  Proceeding of any Account  Debtor.  All Inventory is in all material
respects of good and marketable quality, free from material defects. Borrower is
the sole owner of the  Intellectual  Property set forth on Schedule 5.2,  except
for  non-exclusive  licenses  granted to its customers in the ordinary course of
business.  Each Patent set forth on Schedule 5.2 is valid and enforceable and no
part of the  Intellectual  Property  set forth on  Schedule  5.2 has been judged
invalid  or  unenforceable,  in whole or in part,  and no claim has been made to
Borrower that any part of such Intellectual  Property violates the rights of any
third party, except to the extent such claim could not reasonably be expected to
cause a Material Adverse Change.

5.3   Litigation.

      There are no actions or proceedings pending or, to the knowledge of any of
Borrower's  Responsible  Officers,  threatened  by or  against  Borrower  or any
Subsidiary in which a likely adverse  decision  could  reasonably be expected to
cause a Material Adverse Change.

5.4   No Material Adverse Change in Financial Statements.

      The consolidated  financial  statements for Borrower,  and any Subsidiary,
delivered  to  Lender  fairly  present  in  all  material  respects   Borrower's
consolidated   financial  condition  and  Borrower's   consolidated  results  of
operations.  There  has not been  any  Material  Adverse  Change  in  Borrower's
consolidated  financial condition since the date of the most recent consolidated
financial statements submitted to Lender.

5.5   Solvency.

      The fair salable  value of Borrower's  assets  (including  goodwill  minus
disposition  costs) exceeds the fair value of its  liabilities;  and Borrower is
able to pay its debts (including trade debts) as they mature.

5.6   Regulatory Compliance.

      Borrower is not an "investment  company" or a company  "controlled"  by an
"investment  company" under the Investment  Company Act. Borrower is not engaged
as one of its important  activities in extending  credit for margin stock (under
Regulations  T and U of the Federal  Reserve Board of  Governors).  Borrower has
complied in all material  respects  with the Federal Fair Labor  Standards  Act.
Borrower has not violated any laws,  ordinances or rules, the violation of which
could  reasonably  be  expected  to cause a  Material  Adverse  Change.  None of


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Borrower's or any Subsidiary's properties or assets has been used by Borrower or
any Subsidiary or, to the best of Borrower's knowledge,  by previous Persons, in
disposing, producing, storing, treating, or transporting any hazardous substance
other  than in  material  compliance  with  applicable  law.  Borrower  and each
Subsidiary  has timely filed all required tax returns and paid, or made adequate
provision to pay, all material taxes, except those being contested in good faith
with adequate reserves under GAAP. Borrower and each Subsidiary has obtained all
consents,  approvals and  authorizations  of, made all  declarations  or filings
with, and given all notices to, all government authorities that are necessary to
continue its business as currently conducted,  except where the failure to do so
could not reasonably be expected to cause a Material Adverse Change.

5.7   Subsidiaries.

      Borrower  does not own any stock,  partnership  interest  or other  equity
securities except for Permitted Investments.

5.8   Full Disclosure.

      No written representation,  warranty or other statement of Borrower in any
certificate or written  statement  given to Lender (taken together with all such
written  certificates  and written  statements  to Lender)  contains  any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements  contained in the  certificates or statements not misleading when
made. It being recognized by Lender that the projections and forecasts  provided
by Borrower in good faith and based upon  reasonable  assumptions are not viewed
as facts and that actual  results  during the period or periods  covered by such
projections and forecasts may differ from the projected and forecasted results.

6     AFFIRMATIVE COVENANTS

      Borrower will do all of the following,  except with Lender's prior written
consent (which consent shall not be  unreasonably  withheld or delayed),  for so
long as Lender has an obligation to lend or there are outstanding Obligations:

6.1   Government Compliance.

      Borrower  will  maintain its  existence  and good standing as a Registered
Organization  in only the State of Delaware and maintain  qualification  in each
jurisdiction in which the failure to so qualify would  reasonably be expected to
cause a Material Adverse Change.  Borrower will comply, and have each Subsidiary
comply,  with all  laws,  ordinances  and  regulations  to which it is  subject,
noncompliance  with  which  would  reasonably  be  expected  to cause a Material
Adverse Change.

6.2   Financial Statements, Reports, Certificates.

      Borrower  will deliver to Lender:  (i) within  fifteen (15) days after the
last day of each month, a company prepared consolidated balance sheet and income
statement  covering  Borrower's   consolidated   operations  during  the  period
certified by a Responsible  Officer and in a form  acceptable to Lender;  (ii) a
prompt report of any legal actions pending or known by Borrower to be threatened
against  Borrower  or any  Subsidiary  that could  result in damages or costs to


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Borrower  or  any  Subsidiary  of  $100,000  or  more;   (iii)  budgets,   sales
projections,  operating plans or other financial  information  Lender reasonably
requests;  (iv) prompt notice of any material  change in the  composition of the
Intellectual  Property  set forth on  Schedule  5.2,  including  any  subsequent
ownership  right of Borrower in or to any  Copyright,  Patent or  Trademark  not
shown in any  intellectual  property  security  agreement  between  Borrower and
Lender or knowledge of an event that materially  adversely  affects the value of
such Intellectual Property; and (v) other information as reasonably requested by
Lender from time to time.

6.3   Taxes.

      Borrower will make, and cause each  Subsidiary to make,  timely payment of
all material  federal,  state, and local taxes or assessments  (other than taxes
and  assessments  which  Borrower is  contesting  in good faith,  with  adequate
reserves  maintained  in  accordance  with GAAP) and will deliver to Lender,  on
demand,  appropriate  certificates  of a  Responsible  Officer  attesting to the
payment.

6.4   Insurance.

      Borrower will keep its business and the  Collateral  insured for risks and
in amounts standard for companies in Borrower's industry and similarly situated,
and as Lender may  reasonably  request,  with  financially  sound and  reputable
insurers.  All property  policies will have a lender's loss payable  endorsement
showing Lender as an additional loss payee and all liability  policies will show
the Lender as an  additional  insured  and provide  that the  insurer  must give
Lender at least twenty (20) days notice before canceling its policy. At Lender's
request,  Borrower will deliver certified copies of policies and evidence of all
premium payments. Proceeds payable under any policy not otherwise used to repair
or replace  Borrower's  property or assets or otherwise invested in the business
of  Borrower  will,  at  Lender's  option  to the  extent  any  Obligations  are
outstanding hereunder, be payable to Lender on account of the Obligations.

6.5   Registration of Intellectual Property.

      Borrower   will  (i)  protect,   defend  and  maintain  the  validity  and
enforceability  of the  Intellectual  Property  set  forth on  Schedule  5.2 and
promptly advise Lender in writing of material  infringements  and (ii) not allow
any  material  portion of the  Intellectual  Property  set forth on Schedule 5.2
material to Borrower's  business to be abandoned,  forfeited or dedicated to the
public without Lender's written consent.

6.6   Further Assurances.

      Borrower will execute any further  instruments  and take further action as
Lender reasonably  requests to perfect or continue Lender's security interest in
the Collateral or to affect the purposes of this Agreement.


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7     NEGATIVE COVENANTS

      Borrower will not do any of the following  without  Lender's prior written
consent (which consent shall not be  unreasonably  withheld or delayed),  for so
long  as  Lender  has an  obligation  to  lend  or  there  are  any  outstanding
Obligations:

7.1   Dispositions.

      Convey,  sell,  lease,  transfer  or  otherwise  dispose of  (collectively
"Transfer"),  or permit any of its Subsidiaries to Transfer,  all or any part of
the Collateral,  except for Transfers (i) of Inventory in the ordinary course of
business; (ii) of non-exclusive licenses and similar arrangements for the use of
the property of Borrower or its Subsidiaries in the ordinary course of business;
(iii)  of  worn-out  or  obsolete  Equipment  or other  assets  or (iv) of other
Collateral not in excess of $50,000.

7.2   Changes in Business, Ownership, Management or Business Locations.

      Engage  in or permit  any of its  Subsidiaries  to engage in any  business
other than the businesses currently engaged in by Borrower or reasonably related
thereto or have a change in its  ownership of greater than fifty  percent  (50%)
(other than by the sale of Borrower's  equity securities in a public offering or
to venture capital  investors so long as Borrower  identifies and advises Lender
of the  venture  capital  investors  prior to the  closing  of the  investment).
Borrower  will not,  without at least  thirty  (30) days prior  written  notice,
change its state of formation,  relocate its chief  executive  office or add any
new offices or business locations.

7.3   Mergers or Acquisitions.

      Unless  the  outstanding  Obligations  will be paid in full in  connection
therewith or from the proceeds thereof,  merge or consolidate,  or permit any of
its Subsidiaries to merge or consolidate,  with any other Person, or acquire, or
permit any of its  Subsidiaries  to  acquire,  all or  substantially  all of the
capital  stock  or  property  of  another  Person.  A  Subsidiary  may  merge or
consolidate into another Subsidiary or into Borrower.

7.4   Indebtedness.

      Create,  incur,  assume, or be liable for any Indebtedness,  or permit any
Subsidiary to do so, other than Permitted Indebtedness.

7.5   Encumbrance.

      Create,  incur, or allow any Lien,  except for Permitted  Liens, on any of
its  property,  or assign or convey any right to receive  income,  including the
sale of any Accounts,  or permit any of its Subsidiaries to do so, or permit any
Collateral not to be subject to the first  priority  security  interest  granted
here, subject to Permitted Liens.


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7.6   Distributions; Investments.

      Directly or indirectly  acquire or own any Person,  or make any Investment
in  any  Person,  other  than  Permitted  Investments,  or  permit  any  of  its
Subsidiaries to do so. Pay any dividends or make any  distribution or payment or
redeem, retire or purchase any capital stock.

7.7   Transactions with Affiliates.

      Directly  or  indirectly  enter  into or  permit  to  exist  any  material
transaction with any Affiliate of Borrower except for (i) transactions  that are
in the ordinary course of Borrower's  business,  upon fair and reasonable  terms
that are no less favorable to Borrower than would be obtained in an arm's length
transaction with a nonaffiliated  Person, (ii) transactions related to customary
employment  or service  arrangements,  including  the  execution  of  employment
contracts, the issuance of stock or stock options, the reimbursement of expenses
and the payment of director's fees and (iii)  transactions in effect on the date
hereof.

7.8   Subordinated Debt.

      Make or permit any  payment on any  Subordinated  Debt,  except  under the
terms of the Subordinated  Debt, or amend any provision in any document relating
to the  Subordinated  Debt that would reasonably be expected to cause a Material
Adverse Change without Lender's prior written consent.

7.9   Compliance.

      Become an "investment  company" or a company  controlled by an "investment
company,"  under the  Investment  Company Act of 1940 or undertake as one of its
important  activities extending credit to purchase or carry margin stock, or use
the proceeds of any Credit Extension for that purpose;  fail to meet the minimum
funding   requirements  of  ERISA,  permit  a  Reportable  Event  or  Prohibited
Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair
Labor  Standards  Act or violate any other law or  regulation,  if the violation
would reasonably be expected to cause a Material  Adverse Change,  or permit any
of its Subsidiaries to do so.

8     EVENTS OF DEFAULT

      Any one of the following is an Event of Default:

8.1   Payment Default.

      If Borrower fails to pay (i) any principal  amount of the Obligations when
due or (ii) any other  Obligations  within ten (10) days  after such  payment is
due;

8.2   Covenant Default.

      (a)   If Borrower violates any covenant in Section 7; or


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      (b)   If Borrower does not perform or observe any material term, condition
or covenant  in this  Agreement  (other than those set forth in Sections  8.1 or
8.2(a)), any Loan Documents, or in any agreement between Borrower and Lender and
as to any default under a term, condition or covenant that can be cured, has not
cured the  default  within  thirty  (30) days after  notice to  Borrower of such
default,  or if the default cannot be cured within thirty (30) days or cannot be
cured after Borrower's  attempts within thirty (30) day period,  and the default
may be cured within a reasonable  time,  then Borrower has an additional  period
(of not more than sixty (60)  days) to attempt to cure the  default.  During the
additional time, the failure to cure the default is not an Event of Default (but
no Credit Extensions will be made during the cure period);

8.3   Material Adverse Change.

      If there (i) occurs a material adverse change in the business, operations,
or condition  (financial or  otherwise)  of the Borrower,  or (ii) is a material
impairment  of  the  prospect  of  repayment  of  any  material  portion  of the
Obligations  or (iii) is a  material  impairment  of the  value or  priority  of
Lender's  security  interests in a material  portion of the  Collateral  (in any
event, a "Material Adverse Change").

8.4   Attachment.

      If any material portion of Borrower's assets is attached,  seized,  levied
on, or comes  into  possession  of a trustee  or  receiver  and the  attachment,
seizure or levy is not removed in thirty (30) days,  or if Borrower is enjoined,
restrained,  or prevented by court order from  conducting a material part of its
business or if a judgment or other claim becomes a Lien on a material portion of
Borrower's  assets, or if a notice of lien, levy, or assessment is filed against
any of  Borrower's  assets by any  government  agency and not paid within thirty
(30) days after  Borrower  receives  notice.  These are not Events of Default if
stayed  or if a bond is  posted  pending  contest  by  Borrower  (but no  Credit
Extensions will be made during the cure period);

8.5   Insolvency.

      If  Borrower  becomes  insolvent  or  if  Borrower  begins  an  Insolvency
Proceeding  or an  Insolvency  Proceeding  is  begun  against  Borrower  and not
dismissed or stayed within 60 days (but no Credit Extensions will be made before
any Insolvency Proceeding is dismissed);

8.6   Other Agreements.

      If there is a default in any agreement  between Borrower and a third party
(and any  applicable  cure periods have  expired) that gives the third party the
right to accelerate any Indebtedness exceeding $250,000;

8.7   Judgments.

      If a non-appealable money judgment(s) in the aggregate of at least $50,000
is rendered  against  Borrower and is unsatisfied and unstayed for ten (10) days
(but no  Credit  Extensions  will be made  before  the  judgment  is  stayed  or
satisfied);

8.8   Misrepresentations.

      If  Borrower  or  any  Person  acting  for  Borrower  makes  any  material
misrepresentation  or  material  misstatement  now or later in any  warranty  or
representation  in this  Agreement  or in any writing  delivered to Lender or to
induce Lender to enter this Agreement or any Loan Document; or


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8.9   Subsidiaries.

      Any circumstance  described in Sections 8.3, 8.4, 8.5 or 8.7 occurs to any
Subsidiary of Borrower.

9     LENDER'S RIGHTS AND REMEDIES

9.1   Rights and Remedies.

      If an Event of Default occurs and while it continues  Lender may,  without
notice or demand, do any or all of the following:

      (a)   Declare all Obligations immediately due and payable (but if an Event
of Default  described in Section 8.5 occurs all  Obligations are immediately due
and payable without any action by Lender);

      (b)   Stop  advancing  money or extending  credit for  Borrower's  benefit
under this Agreement or under any other agreement between Borrower and Lender;

      (c)   Settle or adjust  disputes and claims  directly with account debtors
for amounts, on terms and in any order that Lender considers advisable;

      (d)   Make  any  payments  and do  any  acts  it  considers  necessary  or
reasonable  to protect its security  interest in the  Collateral.  Borrower will
assemble  the  Collateral  if Lender  requires  and make it  available as Lender
designates.  Lender may enter premises at reasonable  times and upon  reasonable
prior  written  notice to Borrower  where the  Collateral  is located,  take and
maintain possession of any part of the Collateral,  and pay, purchase,  contest,
or  compromise  any Lien which  appears to be prior or superior to its  security
interest (other than Permitted  Liens) and pay all expenses  incurred.  Borrower
grants Lender a license to enter and occupy any of its premises, without charge,
to exercise any of Lender's rights or remedies;

      (e)   Ship, reclaim, recover, store, finish, maintain, repair, prepare for
sale, advertise for sale, and sell the Collateral. Lender is granted, during the
pendency of an Event of Default, a non-exclusive,  royalty-free license or other
right to use, without charge, Borrower's labels, Patents, Copyrights,  rights of
use of any name,  trade secrets,  trade names,  Trademarks,  service marks,  and
advertising matter, or any similar property as it pertains to the Collateral, in
completing  production of, advertising for sale, and selling any Collateral and,
in  connection  with  Lender's  exercise  of  its  rights  under  this  Section,
Borrower's  rights  under all  licenses and all  franchise  agreements  inure to
Lender's benefit; and

      (f)   Dispose of the Collateral according to the Code.

9.2   Default Provisions.

      If an Event of Default occurs and while it continues, in addition to other
rights and remedies under the Loan  Documents and without  waiving any rights or
remedies thereunder,  the Obligations shall accrue interest at five percent (5%)
above the rate effective immediately before the Event of Default.


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9.3   Power of Attorney.

      Effective  only if an Event of  Default  occurs  and  while it  continues,
Borrower  irrevocably  appoints  Lender as its lawful  attorney  to: (i) endorse
Borrower's  name on any checks or other forms of payment or security;  (ii) sign
Borrower's  name on any  invoice  or bill of lading  for any  Account  or drafts
against  Account  Debtors,  (iii)  make,  settle,  and adjust  all claims  under
Borrower's insurance policies;  (iv) settle and adjust disputes and claims about
the  Accounts  directly  with account  debtors,  for amounts and on terms Lender
determines  reasonable;  and (v) transfer the Collateral into the name of Lender
or a third party as the Code permits.  Lender may exercise the power of attorney
to sign  Borrower's  name on any documents  necessary to perfect or continue the
perfection  of any security  interest  regardless of whether an Event of Default
has occurred.  Lender's  appointment as Borrower's  attorney in fact, and all of
Lender's rights and powers,  coupled with an interest, are irrevocable until all
Obligations  have been fully repaid and  performed  and Lender's  obligation  to
provide Credit Extensions terminates.

9.4   Accounts Collection.

      If an Event of Default occurs and continues,  Lender may notify any Person
owing Borrower money of Lender's  security  interest in the funds and verify the
amount of the  Account.  Borrower  must collect all payments in trust for Lender
and, if requested by Lender,  immediately  deliver the payments to Lender in the
form received from the account  debtor,  with proper  endorsements  for deposit.
From and after the  occurrence  of an Event of Default  pursuant to Sections 8.1
and 8.3,  Lender shall have the right to withdraw funds from the SVB accounts in
an aggregate amount equal to the outstanding Obligations.

9.5   Lender Expenses.

      If  Borrower  fails to pay any amount or  furnish  any  required  proof of
payment to third  persons,  Lender may make all or part of the payment or obtain
insurance  policies  required  in Section  6.4,  and take any  action  under the
policies  Lender deems prudent.  Any amounts paid by Lender are Lender  Expenses
and  immediately due and payable,  bearing  interest at the then applicable rate
and secured by the Collateral.  No payments by Lender are deemed an agreement to
make similar payments in the future or Lender's waiver of any Event of Default.

9.6   Lender's Liability for Collateral.

      If Lender complies with reasonable  banking  practices and the Code, it is
not liable for: (a) the safekeeping of the Collateral; (b) any loss or damage to
the Collateral;  (c) any diminution in the value of the  Collateral;  or (d) any
act or default of any carrier,  warehouseman,  bailee,  or other person, in each
case other than due to Lender's gross negligence or willful  misconduct.  Except
as provided above, Borrower bears all risk of loss, damage or destruction of the
Collateral.


                                       11
<PAGE>

9.7   Remedies Cumulative.

      Lender's rights and remedies under this Agreement, the Loan Documents, and
all other agreements are cumulative. Lender has all rights and remedies provided
under the Code, by law, or in equity.  Lender's  exercise of one right or remedy
is not an  election,  and  Lender's  waiver  of any  Event of  Default  is not a
continuing waiver. Lender's delay is not a waiver, election, or acquiescence. No
waiver is effective  unless signed by Lender and then is only  effective for the
specific instance and purpose for which it was given.

9.8   Demand Waiver.

      Borrower waives demand,  notice of default or dishonor,  notice of payment
and  nonpayment,  notice  of  any  default,  nonpayment  at  maturity,  release,
compromise,   settlement,   extension,   or  renewal  of  accounts,   documents,
instruments,  chattel paper,  and guarantees held by Lender on which Borrower is
liable.

9.9   Lockbox

      After the  occurrence  and during the  continuance of any Event of Default
under any of the Loan Documents, Lender shall have the right to require that all
items of  payment  of  Borrower  be  deposited  directly  into an  account to be
maintained  at  Lender  and from  which  only  Lender  shall  have the  right of
withdrawal.

10    NOTICES

      All  notices  or demands by any party  about this  Agreement  or any other
related  agreement must be in writing and be personally  delivered or sent by an
overnight delivery service,  by certified mail, postage prepaid,  return receipt
requested,  or by  telefacsimile  to the addresses set forth at the beginning of
this  Agreement.  Notices  and  demand to  Borrower  shall also be sent to Piper
Rudnick, LLP, 1200 19th Street, NW, Washington,  D.C. 20036, Attn: Ernest Stern,
Esq. A party may change its  notice  address by giving the other  party  written
notice.

11    CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER

      Commonwealth of Virginia law governs the Loan Documents  without regard to
principles of conflicts of law. Borrower and Lender each submit to the exclusive
jurisdiction of the State and Federal courts in the Commonwealth of Virginia.

BORROWER AND LENDER EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF  ACTION  ARISING  OUT  OF  ANY  OF THE  LOAN  DOCUMENTS  OR ANY  CONTEMPLATED
TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS
WAIVER IS A MATERIAL  INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS  AGREEMENT.
EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.


                                       12
<PAGE>

12    GENERAL PROVISIONS

12.1  Successors and Assigns.

      This  Agreement  binds  and is for  the  benefit  of  the  successors  and
permitted  assigns of each party.  Borrower may not assign this Agreement or any
rights under it without  Lender's prior written  consent which may be granted or
withheld in Lender's  discretion.  Lender has the right,  upon written notice to
Borrower,  to sell,  transfer,  negotiate,  or grant participation in all or any
part of, or any interest in,  Lender's  obligations,  rights and benefits  under
this  Agreement,  provided  that  Lender  may  not  assign  any of  its  rights,
obligations  or benefits  hereunder to a competitor  of Borrower or in an amount
less than $250,000.

12.2  Indemnification.

      Borrower will indemnify, defend and hold harmless Lender and its officers,
employees,  and  agents  against:  (a) all  obligations,  demands,  claims,  and
liabilities  asserted by any other  party in  connection  with the  transactions
contemplated  by the Loan  Documents;  and (b) all  losses  or  Lender  Expenses
incurred,  or paid by Lender from,  following,  or consequential to transactions
between Lender and Borrower (including  reasonable attorneys fees and expenses),
except for losses caused by Lender's gross negligence or willful misconduct.

12.3  Time of Essence.

      Time is of the  essence for the  performance  of all  obligations  in this
Agreement.

12.4  Severability of Provision.

      Each provision of this  Agreement is severable from every other  provision
in determining the enforceability of any provision.

12.5  Amendments in Writing, Integration.

      All amendments to this Agreement must be in writing and signed by Borrower
and Lender;  provided that Borrower may amend the disclosure schedules from time
to time upon written  notice to Lender.  This  Agreement  represents  the entire
agreement  about this subject  matter,  and  supersedes  prior  negotiations  or
agreements. All prior agreements, understandings,  representations,  warranties,
and negotiations  between the parties about the subject matter of this Agreement
merge into this Agreement and the Loan Documents.

12.6  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, are an original, and all taken together, constitute one Agreement.


                                       13
<PAGE>

12.7  Survival.

      All  covenants,  representations  and  warranties  made in this  Agreement
continue in full force while any Obligations remain outstanding. The obligations
of Borrower in Section  12.2 to  indemnify  Lender will survive as to any action
that may be brought  against  Lender until the statute of  limitations  for such
action has run.

12.8  Confidentiality.

      In handling any  confidential  information,  Lender will exercise the same
degree  of care  that it  exercises  for its own  proprietary  information,  but
disclosure of information may be made (i) to Lender's subsidiaries or affiliates
in connection with their business with Borrower (provided, however, Lender shall
use  commercially   reasonable   efforts  in  obtaining  such   subsidiary's  or
affiliate's  agreement  of the  terms of this  provision),  (ii) to  prospective
transferees  or  purchasers  of any  interest in the loans  (provided,  however,
Lender shall use commercially  reasonable  efforts in obtaining such prospective
transferee or  purchasers  agreement of the terms of this  provision),  (iii) as
required  by law,  regulation,  subpoena,  or other  order,  (iv) as required in
connection  with  Lender's  examination  or audit  and (v) as  Lender  considers
appropriate to exercise remedies under this Agreement.  Confidential information
does  not  include  information  that is in the  public  domain  or in  Lender's
possession when disclosed to Lender,  or becomes part of the public domain after
disclosure to Lender other than by Lender in violation of this Agreement.

12.9  Attorneys' Fees, Costs and Expenses.

      In any action or proceeding between Borrower and Lender arising out of the
Loan Documents,  the prevailing party will be entitled to recover its reasonable
attorneys' fees and other reasonable costs and expenses incurred, in addition to
any other relief to which it may be entitled.

12.10 Termination.

      Borrower may terminate  this  Agreement at any time upon not less than ten
(10)  days'  prior  written  notice to Lender  and upon  payment  in full of all
Obligations.  Upon such termination and payment in full of all Obligations,  the
liens created hereby shall be released and Lender shall execute and deliver such
documents as are necessary to release Lender's liens in the Collateral and shall
return the Collateral to Borrower.

13    DEFINITIONS

13.1  Definitions.

      In this Agreement:

      "Account  Debtor"  means any Person  who is  obligated  on an Account  and
"Account Debtors" mean all Persons who are obligated on the Accounts.

      "Accounts" has the meaning set forth in the Code and includes all existing
and later arising accounts, contract rights, and other obligations owed Borrower
in connection with its sale or lease of goods (including  licensing software and
other technology) or provision of services,  all credit  insurance,  guaranties,
other  security  and all  merchandise  returned or  reclaimed  by  Borrower  and
Borrower's Books relating to any of the foregoing.


                                       14
<PAGE>

      "Advance"  or  "Advances"  is a  loan  advance  (or  advances)  under  the
Committed Revolving Line.

      "Affiliate"  of a Person is a Person  that owns or  controls  directly  or
indirectly the Person,  any Person that controls or is controlled by or is under
common  control  with the Person,  and each of that  Person's  senior  executive
officers,  directors,  partners and, for any Person that is a limited  liability
company, that Person's managers and members.

      "Borrower's Books" are all Borrower's books and records including ledgers,
records  regarding  Borrower's assets or liabilities,  the Collateral,  business
operations  or financial  condition  and all  computer  programs or discs or any
equipment containing the information.

      "Business Day" is any day that is not a Saturday, Sunday or a day on which
the banks in the Commonwealth of Virginia are closed.

      "Closing Date" is the date of this Agreement.

      "Code" is the Uniform  Commercial  Code, in effect in the  Commonwealth of
Virginia in effect from time to time.

      "Collateral" is the property described on Exhibit A.

      "Committed  Revolving Line" is Advances up to Seven Hundred Fifty Thousand
Dollars ($750,000).

      "Contingent  Obligation"  is,  for any  Person,  any  direct  or  indirect
liability,  contingent or not, of that Person for (i) any  indebtedness,  lease,
dividend,  letter of credit or other obligation of another such as an obligation
directly or indirectly guaranteed,  endorsed,  co-made,  discounted or sold with
recourse by that  Person,  or for which that  Person is  directly or  indirectly
liable;  (ii) any  obligations  for undrawn letters of credit for the account of
that  Person;  and (iii) all  obligations  from any interest  rate,  currency or
commodity  swap  agreement,  interest  rate cap or  collar  agreement,  or other
agreement or arrangement  designated to protect a Person against  fluctuation in
interest rates,  currency  exchange rates or commodity  prices;  but "Contingent
Obligation"  does not include  endorsements  in the ordinary course of business.
The amount of a Contingent  Obligation is the stated or determined amount of the
primary  obligation  for  which  the  Contingent  Obligation  is made or, if not
determinable,  the maximum reasonably anticipated liability for it determined by
the Person in good  faith;  but the  amount  may not  exceed the  maximum of the
obligations under the guarantee or other support arrangement.

      "Copyrights" are all copyright  rights,  applications or registrations and
like  protections  in each  work  or  authorship  or  derivative  work,  whether
published  or not (whether or not it is a trade  secret) now or later  existing,
created, acquired or held.

      "Credit  Extension"  is each  Advance  or any  other  extension  of credit
hereunder by Lender for Borrower's benefit.


                                       15
<PAGE>

      "Equipment"  has the  meaning  set forth in the Code and  includes  is all
present  and  future  machinery,  equipment,  tenant  improvements,   furniture,
fixtures,  vehicles,  tools,  parts and  attachments  in which  Borrower has any
interest.

      "ERISA" is the Employment  Retirement Income Security Act of 1974, and its
regulations.

      "GAAP" is generally accepted accounting principles.

      "Indebtedness"  is (a)  indebtedness  for  borrowed  money or the deferred
purchase  price  of  property  or  services,  such as  reimbursement  and  other
obligations for surety bonds and letters of credit, (b) obligations evidenced by
notes, bonds,  debentures or similar instruments,  (c) capital lease obligations
and (d) Contingent Obligations.

      "Insolvency Proceeding" are proceedings by or against any Person under the
United  States  Bankruptcy  Code, or any other  bankruptcy  or  insolvency  law,
including  assignments  for the benefit of creditors,  compositions,  extensions
generally  with  its   creditors,   or   proceedings   seeking   reorganization,
arrangement, or other relief.

      "Intellectual Property" is:

      (a)   Copyrights,  Trademarks and Patents including amendments,  renewals,
extensions,  and all  licenses or other  rights to use and all license  fees and
royalties from the use;

      (b)   Any trade secrets and any  intellectual  property rights in computer
software and computer software products now or later existing, created, acquired
or held;

      (c)   All design  rights  which may be  available to Borrower now or later
created, acquired or held;

      (d)   Any claims for damages (past, present or future) for infringement of
any of the rights  above,  with the right,  but not the  obligation,  to sue and
collect  damages for use or  infringement  of the  intellectual  property rights
above; and

      (e)   All Proceeds and products of the foregoing, including all insurance,
            indemnity or warranty payments.

      "Intellectual Property Security Agreement" means that certain intellectual
property  security  agreement of even date herewith by and between  Borrower and
Lender, together with all renewals, amendments, modifications and substitutions,
therefor.

      "Inventory"  has the meaning set forth in the Code and includes is present
and future inventory in which Borrower has any interest,  including merchandise,
raw materials,  parts, supplies, packing and shipping materials, work in process
and finished  products  intended  for sale or lease or to be  furnished  under a
contract of service,  of every kind and  description now or later owned by or in
the  custody or  possession,  actual or  constructive,  of  Borrower,  including
inventory  temporarily  out of its  custody  or  possession  or in  transit  and
including returns on any accounts or other Proceeds from the sale or disposition
of any of the foregoing and any documents of title.


                                       16
<PAGE>

      "Investment" is any beneficial ownership of (including stock,  partnership
interest  or other  securities)  any  Person,  or any loan,  advance  or capital
contribution to any Person.

      "Lender   Expenses"  are  all  reasonable  audit  fees  and  expenses  and
reasonable  costs  and  expenses  (including   reasonable  attorneys'  fees  and
expenses) for preparing, negotiating, administering, defending and enforcing the
Loan Documents (including appeals or Insolvency Proceedings).

      "Letter-of-credit  right" means a right to payment or performance  under a
letter of credit,  whether or not the beneficiary has demanded or is at the time
entitled to demand payment or performance.

      "Lien" is a  mortgage,  lien,  deed of  trust,  charge,  pledge,  security
interest or other encumbrance.

      "Loan  Documents"  are,  collectively,   this  Agreement,   the  Revolving
Promissory Note, the Warrant, the Intellectual Property Security Agreement,  any
note,  or notes or  guaranties  executed  by Borrower  and any other  present or
future agreement between Borrower and/or for the benefit of Lender in connection
with this Agreement, all as amended, extended or restated.

      "Material Adverse Change" has the meaning set forth in Section 8.3.

      "Obligations" are debts,  principal,  interest,  Lender Expenses and other
amounts Borrower owes Lender now or later,  including cash management  services,
letters of credit and foreign exchange contracts,  if any and including interest
accruing  after  Insolvency  Proceedings  begin  and  debts,   liabilities,   or
obligations of Borrower assigned to Lender.

      "Patents" are patents, patent applications and like protections, including
improvements,  divisions,  continuations,  renewals,  reissues,  extensions  and
continuations-in-part of the same.

      "Permitted Indebtedness" is:

      (a)   Borrower's  indebtedness to Lender under this Agreement or any other
Loan Document;

      (b)   Indebtedness existing on the Closing Date and shown on the Schedule,
and any renewals,  extensions or  refinancings  thereof that do not increase the
principal amount thereof;

      (c)   Subordinated Debt;

      (d)   Indebtedness to trade  creditors  incurred in the ordinary course of
business;

      (e)   Indebtedness secured by Permitted Liens;

      (f)   Indebtedness  for  performance  bonds,   surety  bonds  and  similar
obligations provided in the ordinary course of business;


                                       17
<PAGE>

      (g)   Contingent  Obligations  arising out of  endorsements  of checks and
other negotiable instruments for deposit or collection in the ordinary course of
business; and

      (h)   other Indebtedness not to exceed $50,000 in the aggregate.

      "Permitted Investments" are:

      (a)   Investments shown on the Schedule and existing on the Closing Date;

      (b)   (i)  marketable  direct   obligations   issued  or   unconditionally
guaranteed  by the United  States or its agency or any State  maturing  within 1
year from its  acquisition,  (ii) commercial  paper maturing no more than 1 year
after its creation and having the highest  rating from either  Standard & Poor's
Corporation or Moody's Investors  Service,  Inc., (iii)  certificates of deposit
issued  maturing  no more than 1 year after  issue,  (iv)  deposit  accounts  of
Borrower in which  Lender has a security  interest  and (v) money  market  funds
which invest at least 80% of their assets in the foregoing;

      (c)   extensions of trade credit in the ordinary course of business;

      (d)   loans and advances to employees  for moving,  entertainment,  travel
and similar expenses; and

      (e)   other Investments aggregating not in excess of $50,000 at any time.

      "Permitted Liens" are:

      (a)   Liens  existing  on the  Closing  Date and shown on the  Schedule or
arising under this Agreement or other Loan Documents;

      (b)   Liens for taxes,  fees,  assessments or other government  charges or
levies,  either not  delinquent  or being  contested in good faith and for which
Borrower maintains adequate reserves on its Books;

      (c)   Purchase   money  Liens  and  Liens  in  respect  of  capital  lease
obligations (i) on Equipment and related  software  acquired or held by Borrower
or its  Subsidiaries  incurred for  financing the  acquisition  of the Equipment
and/or related  software,  or (ii) existing on Equipment and/or related software
when acquired,  if the Lien is confined to the property and improvements and the
Proceeds of the equipment;

      (d)   Licenses or sublicenses granted in the ordinary course of Borrower's
business  and any  interest  or title of a  licensor  or under  any  license  or
sublicense,  if the licenses and  sublicenses  permit granting Lender a security
interest;

      (e)   Liens in connection with leases or subleases granted in the ordinary
course of Borrower's  business,  including in connection with Borrower's  leased
premises or leased property;


                                       18
<PAGE>

      (f)   Liens  securing  claims  or  demands  of   materialmen,   mechanics,
carriers, warehousemen, landlords and other like Persons arising in the ordinary
course of business, if payment thereof is not yet due or is being contested;

      (g)   pledges  and  deposits  made in the  ordinary  course of business to
secure insurance policies and obligations under worker's  compensation and other
statutory requirements;

      (h)   easements,  rights of way and other Liens on real  property  that do
not materially detract from the value of such real property;

      (i)   judgment Liens not giving rise to an Event of Default; and

      (j)   Liens  incurred  in the  extension,  renewal or  refinancing  of the
indebtedness  secured by Liens  described in (a) through (e), but any extension,
renewal or  replacement  Lien must be limited to the property  encumbered by the
existing Lien and the principal amount of the indebtedness may not increase.

      "Person" is any  individual,  sole  proprietorship,  partnership,  limited
liability company,  joint venture,  company association,  trust,  unincorporated
organization, association, corporation, institution, public benefit corporation,
firm, joint stock company, estate, entity or government agency.

      "Proceeds" has the meaning described in the Code as in effect from time to
time.

      "Registered Organization" means an organization organized solely under the
law of a single  state or the  United  States  and as to which  the state or the
United  States must maintain a public record  showing the  organization  to have
been organized.

      "Responsible  Officer" is the Chief Executive Officer, the President,  the
Chief Financial Officer or the Controller of Borrower.

      "Revolving  Maturity Date" is the earlier of (i) July __, 2003 or (ii) the
date on which Borrower  closes on a subsequent  round of equity which raises not
less than Two Million Dollars ($2,000,000).

      "Revolving  Promissory Note" means that certain Revolving  Promissory Note
of even date  herewith in the maximum  principal  amount of Seven  Hundred Fifty
Thousand Dollars ($750,000) from Borrower in favor of Lender,  together with all
renewals, amendments, modifications and substitutions, therefor.

      "Schedule" is any attached schedule of exceptions.

      "Subordinated   Debt"  is  debt  incurred  by  Borrower   subordinated  to
Borrower's  indebtedness  owed to  Lender  and which is  reflected  in a written
agreement  in a manner and form  acceptable  to Lender and approved by Lender in
writing.

      "Subsidiary" is for any Person, or any other business entity of which more
than 50% of the voting stock or other equity  interests is owned or  controlled,
directly or indirectly, by the Borrower.


                                       19
<PAGE>

      "Supporting   Obligation"  means  a  Letter-of-credit   right,   secondary
obligation or obligation of a secondary  obligor or that supports the payment or
performance of an account,  chattel paper, a document, a general intangible,  an
instrument or investment property.

      "Trademarks"  are trademark  and  servicemark  rights,  registered or not,
applications to register and registrations and like protections,  and the entire
goodwill of the business of Borrower connected with the trademarks.


                     [SIGNATURES ARE ON THE FOLLOWING PAGE]


                                       20
<PAGE>

BORROWER:

SOLUTION TECHNOLOGY INTERNATIONAL, INC.


By: /s/ Dan L. Jonson
  -------------------------------------
  Name:  Dan L. Jonson
  Title: President


LENDER:

CROSSHILL GEORGETOWN CAPITAL, L.P.


By: /s/ Stephen X. Graham
  -------------------------------------
  Name:  Stephen X. Graham
  Title: Principal


                                       21
<PAGE>

                                    EXHIBIT A

      The Collateral  consists of all of Borrower's right, title and interest in
and to the following:

      All goods and  equipment  as defined in the  Uniform  Commercial  Code now
owned or hereafter  acquired,  including,  without  limitation,  all  machinery,
fixtures,  vehicles (including motor vehicles and trailers), and any interest in
any  of  the   foregoing,   and  all   attachments,   accessories,   accessions,
replacements,   substitutions,   additions,  and  improvements  to  any  of  the
foregoing, wherever located;

      All Inventory as defined in the Uniform Commercial Code and includes,  now
owned or hereafter acquired, including, without limitation, all merchandise, raw
materials,  parts, supplies, packing and shipping materials, work in process and
finished  products  including such inventory as is temporarily out of Borrower's
custody or  possession or in transit and including any returns upon any accounts
or other  Proceeds,  ,  resulting  from the  sale or  disposition  of any of the
foregoing and any documents of title representing any of the above;

      All  contract  rights  and  general  intangibles  now  owned or  hereafter
acquired,  including, without limitation,  goodwill,  trademarks,  servicemarks,
trade  styles,  trade  names,  patents,  patent  applications,  leases,  license
agreements,   franchise  agreements,   blueprints,  drawings,  purchase  orders,
customer lists, route lists, infringements,  claims, computer programs, computer
discs, computer tapes, literature,  reports, catalogs, design rights, income tax
refunds, payments of insurance and rights to payment of any kind;

      All  Accounts as defined in the Uniform  Commercial  Code and includes now
existing and hereafter arising  accounts,  contract rights,  royalties,  license
rights and all other forms of obligations  owing to Borrower  arising out of the
sale or lease of goods, the licensing of technology or the rendering of services
by  Borrower,  whether  or not  earned by  performance,  and any and all  credit
insurance,  guaranties,  and other security therefor, as well as all merchandise
returned to or reclaimed by Borrower;

      All  Letter-Of-Credit  Rights  (whether  or not the  letter  of  credit is
evidenced by a writing);

      All   documents,   cash,   deposit   accounts,   securities,    securities
entitlements,   securities  accounts,  investment  property,  financial  assets,
letters of credit,  certificates  of deposit,  instruments and chattel paper now
owned or hereafter acquired and Borrower's Books relating to the foregoing;

      All copyright rights, copyright applications,  copyright registrations and
like protections in each work of authorship and derivative work thereof, whether
published  or  unpublished,  now owned or hereafter  acquired;  all trade secret
rights,  including  all rights to  unpatented  inventions,  know-how,  operating
manuals, license rights and agreements and confidential  information,  now owned
or  hereafter  acquired;  all mask  work or  similar  rights  available  for the
protection of semiconductor  chips, now owned or hereafter acquired;  all claims
for damages by way of any past,  present and future  infringement  of any of the
foregoing; and

      All Supporting Obligations and all of the Borrower's Books relating to the
foregoing  and any and all claims,  rights and interests in any of the above and
all substitutions for, additions and accessions to and Proceeds thereof.


<PAGE>

                                    EXHIBIT B

LOAN PAYMENT/ADVANCE REQUEST FORM
DEADLINE FOR SAME DAY PROCESSING IS 3:00 E.S.T.
Fax To:_____________                                        Date:_______________

--------------------------------------------------------------------------------
Loan Payment:______________________ Client Name (Borrower)

From Account #__________________________    To Account #________________________
                   (Deposit Account #)                      (Loan Account #)

Principal $_____________________________    and/or Interest $___________________

All Borrower's representations and warranties in the Loan and Security Agreement
are true,  correct and complete in all  material  respects to on the date of the
telephone  transfer  request  for and  advance,  but those  representations  and
warranties  expressly  referring  to  another  date shall be true,  correct  and
complete in all material respects as of this date:

Authorized Signature:________________________________   Phone Number:___________


--------------------------------------------------------------------------------
LOAN ADVANCE:

Complete  Outgoing  Wire Request  section below if all or a portion of the funds
from this loan advance are for an outgoing wire.

From Account #__________________________    To Account #________________________
                   (Loan Account #)                        (Deposit Account #)

Amount of Advance $_____________________

All Borrower's representations and warranties in the Loan and Security Agreement
are true,  correct and complete in all  material  respects to on the date of the
telephone  transfer  request  for and  advance,  but those  representations  and
warranties  expressly  referring  to  another  date shall be true,  correct  and
complete in all material respects as of this date:

Authorized Signature:_______________________   Phone Number:____________________

--------------------------------------------------------------------------------

OUTGOING WIRE REQUEST

Complete only if all or a portion of funds from the loan advance above are to be
wired. Deadline for same day processing is 12:00 p.m., E.S.T.

Beneficiary Name:_______________________    Amount of Wire: $___________________

Beneficiary Bank:_______________________    Account Number:_____________________

City and Sate:__________________________

Beneficiary Bank Transit (ABA) #: __ __ __ __ __    Beneficiary Bank Code
                                                   (Swift, Sort, Chip, etc.):___
                                                   (For International Wire Only)

Intermediary Bank:______________________    Transit (ABA) #:____________________

For Further Credit to:__________________________________________________________

Special Instruction:____________________________________________________________


<PAGE>

By signing  below,  I (we)  acknowledge  and agree that my (our) funds  transfer
request  shall be  processed  in  accordance  with and  subject to the terms and
conditions set forth in the  agreements(s)  covering funds transfer  service(s),
which agreements(s) were previously received and executed by me (us).

Authorized Signature:___________________    2nd Signature (If Required):________

Print Name/Title:_______________________    Print Name/Title:___________________

Telephone #_____________________________    Telephone #_________________________