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                           LOAN AND SECURITY AGREEMENT

                                 by and between

              BRISTOL RETAIL SOLUTIONS, INC., CASH REGISTERS, INC.,
             SMYTH SYSTEMS, INC. AND AUTOMATED RETAIL SYSTEMS, INC.

                                       and

                             COAST BUSINESS CREDIT,
                       a division of Southern Pacific Bank

                          Dated as of December 11, 1997

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           Coast Business Credit             Loan and Security Agreement

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

1.   DEFINITIONS.......................................................  1
          Account Debtor...............................................  1
          Acquisition Loans............................................  1
          Affiliate....................................................  1
          Audit........................................................  1
          Borrower.....................................................  2
          Borrower's Address...........................................  2
          Business Day.................................................  2
          Change of Control............................................  2
          Closing Date.................................................  2
          Coast........................................................  2
          Code.........................................................  2
          Collateral...................................................  2
          Credit Limit.................................................  2
          Default......................................................  2
          Deposit Account..............................................  2
          Dollars or $.................................................  2
          Early Termination Fee........................................  2
          Eligible Inventory...........................................  2
          Eligible Receivables.........................................  2
          Equipment....................................................  3
          Equipment Acquisition Loans..................................  3
          Event of Default.............................................  3
          GAAP.........................................................  3
          General Intangibles..........................................  3
          Inventory....................................................  4
          Inventory Loans..............................................  4
          Investment Property..........................................  4
          Loan Documents...............................................  4
          Loans........................................................  4
          Material Adverse Effect......................................  4
          Maturity Date................................................  4
          Maximum Dollar Amount........................................  4
          Minimum Monthly Interest.....................................  4
          Obligations..................................................  4
          Permitted Liens..............................................  4
          Person.......................................................  5
          Prime Rate...................................................  5
          Real Property................................................  5
          Receivable Loans.............................................  5
          Receivables..................................................  5
          Renewal Date.................................................  5
          Renewal Fee..................................................  5
          Solvent......................................................  5
          Term Loan....................................................  5
          Other Terms..................................................  5

2.   CREDIT FACILITIES.................................................  6
     2.1  Loans........................................................  6

3.   INTEREST AND FEES.................................................  6
     3.1  Interest.....................................................  6
     3.2  Fees.........................................................  6

4.   SECURITY INTEREST.................................................  6

5.   CONDITIONS PRECEDENT..............................................  6
     5.1  Status of Accounts at Closing................................  6
     5.2  Minimum Availability.........................................  6
     5.3  Landlord Waiver..............................................  6
     5.4  Executed Agreement...........................................  7
     5.5  Opinion of Borrower's Counsel................................  7
     5.6  Priority of Coast's Liens....................................  7
     5.7  Insurance....................................................  7
     5.8  Borrower's Existence.........................................  7
     5.9  Organizational Documents.....................................  7
     5.10 Taxes........................................................  7
     5.11 Due Diligence................................................  7
     5.12 Other Documents and Agreements...............................  7

6.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER.........  7
     6.1  Existence and Authority......................................  7
     6.2  Name; Trade Names and Styles.................................  7
     6.3  Place of Business; Location of Collateral....................  8
     6.4  Title to Collateral; Permitted Liens.........................  8
     6.5  Maintenance of Collateral....................................  8
     6.6  Books and Records............................................  8
     6.7  Financial Condition, Statements and Reports..................  8
     6.8  Tax Returns and Payments; Pension Contributions..............  8
     6.9  Compliance with Law..........................................  9
     6.10 Litigation...................................................  9
     6.11 Use of Proceeds..............................................  9

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7.   RECEIVABLES.......................................................  9
     7.1  Representations Relating to Receivables......................  9
     7.2  Representations Relating to Documents and Legal Compliance...  9
     7.3  Schedules and Documents relating to Receivables..............  9
     7.4  Collection of Receivables.................................... 10
     7.5  Remittance of Proceeds....................................... 10
     7.6  Disputes..................................................... 10
     7.7  Returns...................................................... 10
     7.8  Verification................................................. 10
     7.9  No Liability................................................. 10

8.   ADDITIONAL DUTIES OF THE BORROWER................................. 10
     8.1  Financial and Other Covenants................................ 10
     8.2  Insurance.................................................... 10
     8.3  Reports...................................................... 11
     8.4  Access to Collateral, Books and Records...................... 11
     8.5  Negative Covenants........................................... 11
     8.6  Litigation Cooperation....................................... 12
     8.7  Further Assurances........................................... 12

9.   TERM.............................................................. 12
     9.1  Maturity Date................................................ 12
     9.2  Early Termination............................................ 12
     9.3  Payment of Obligations....................................... 12

10.  EVENTS OF DEFAULT AND REMEDIES.................................... 12
     10.1 Events of Default............................................ 12
     10.2 Remedies..................................................... 14
     10.3 Standards for Determining Commercial Reasonableness.......... 15
     10.4 Power of Attorney............................................ 15
     10.5 Application of Proceeds...................................... 16
     10.6 Remedies Cumulative.......................................... 16

11.  GENERAL PROVISIONS................................................ 16
     11.1 Interest Computation......................................... 16
     11.2 Application of Payments...................................... 17
     11.3 Charges to Accounts.......................................... 17
     11.4 Monthly Accountings.......................................... 17
     11.5 Notices...................................................... 17
     11.6 Severability................................................. 17
     11.7 Integration.................................................. 17
     11.8 Waivers...................................................... 17
     11.9 No Liability for Ordinary Negligence......................... 17
     11.10 Amendment................................................... 18
     11.11 Time of Essence..............................................18
     11.12 Attorneys Fees, Costs and Charges........................... 18
     11.13 Benefit of Agreement........................................ 18
     11.14 Publicity................................................... 18
     11.15 Paragraph Headings; Construction............................ 18
     11.16  Governing Law; Jurisdiction; Venue......................... 18
     11.17  Mutual Waiver of Jury Trial................................ 19

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          COAST BUSINESS CREDIT(R)

          LOAN AND SECURITY AGREEMENT

BORROWER:      BRISTOL RETAIL SOLUTIONS, INC.
ADDRESS:       5000 BIRCH STREET, SUITE 205
               NEWPORT BEACH, CALIFORNIA 92660

BORROWER:      CASH REGISTERS, INC.
ADDRESS:       503 NORTH MAIN STREET
               LONDON, KENTUCKY 40741

BORROWER:      SMYTH SYSTEMS INC.
ADDRESS:       7100 WHIPPLE AVENUE, N.W.
               CANTON, OHIO 44711

BORROWER:      AUTOMATED RETAIL SYSTEMS, INC.
ADDRESS:       1437 S. JACKSON
               SEATTLE, WASHINGTON 98144

DATE:          DECEMBER 11, 1997

THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between COAST
BUSINESS CREDIT, a division of Southern Pacific Bank ("Coast"), a California
corporation, with offices at 12121 Wilshire Boulevard, Suite 1111, Los Angeles,
California 90025, and the borrowers named above (jointly and severally, the
"Borrower"), whose chief executive offices are located at the above addresses
(collectively, "Borrower's Addresses"). The Schedule to this Agreement (the
"Schedule") shall for all purposes be deemed to be a part of this Agreement, and
the same is an integral part of this Agreement. (Definitions of certain terms
used in this Agreement are set forth in Section 1 below.)

1.  DEFINITIONS.  As used in this Agreement, the following terms have the

following meanings:

     "ACCOUNT DEBTOR" means the obligor on a Receivable or General Intangible.

     "ACQUISITION LOANS" means the Loans described in Section 2(c) of the
Schedule.

     "AFFILIATE" means, with respect to any Person, a relative, partner,
shareholder, director, officer, or employee of such Person, or any parent or
subsidiary of such Person, or any Person controlling, controlled by or under
common control with such Person.

     "AUDIT" means to inspect, audit and copy Borrower's books and records and
the Collateral.

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     "BORROWER" has the meaning set forth in the introduction to this Agreement.

     "BORROWER'S ADDRESS" has the meaning set forth in the introduction to this
Agreement.

     "BUSINESS DAY" means a day on which Coast is open for business.

     "CHANGE OF CONTROL" shall be deemed to have occurred at such time as a
"person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934) (other than the current holders of the
ownership interests in any Borrower) becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934), directly or
indirectly, as a result of any single transaction, of more than twenty percent
(20%) of the total voting power of all classes of stock or other ownership
interests then outstanding of any Borrower normally entitled to vote in the
election of directors or analogous governing body.

     "CLOSING DATE" means the date of the initial funding under this Agreement.

     "COAST" has the meaning set forth in the introduction to this Agreement.

     "CODE" means the Uniform Commercial Code as adopted and in effect in the
State of California from time to time.

     "COLLATERAL" has the meaning set forth in Section 4 hereof.

     "CREDIT LIMIT" means the maximum amount of Loans that Coast may make to
Borrower pursuant to the amounts and percentages shown on the Schedule.

     "DEFAULT" means any event which with notice or passage of time or both,
would constitute an Event of Default.

     "DEPOSIT ACCOUNT"  has the meaning set forth in Section 9105 of the Code.

     "DOLLARS OR $"  means United States dollars.

     "EARLY TERMINATION FEE" means the amount set forth on the Schedule that
Borrower must pay Coast if this Agreement is terminated by Borrower or Coast
pursuant to Section 9.2 hereof.

     "ELIGIBLE INVENTORY" means Inventory which Coast, in its sole judgment,
deems eligible for borrowing, based on such considerations as Coast may from
time to time deem appropriate. Without limiting the fact that the determination
of which Inventory is eligible for borrowing is a matter of Coast's discretion,
Inventory which does not meet the following requirements will not be deemed to
be Eligible Inventory: Inventory which (i) consists of boxed finished goods, in
good, new and salable condition which is not perishable, not obsolete or
unmerchantable, and is not comprised of raw materials, work in process,
packaging materials or supplies; (ii) meets all applicable governmental
standards; (iii) has been manufactured in compliance with the Fair Labor
Standards Act; (iv) conforms in all respects to the warranties and
representations set forth in this Agreement; (v) is at all times subject to
Coast's duly perferted, first priority security interest; (vi) is situated at a
one of locations set forth on the Schedule; and (vii) Coast has received a
Landlord Waiver and Agreement, in form and substance acceptable to Caost, from
the Landlord where the Inventory is situated.

     "ELIGIBLE RECEIVABLES" means Receivables arising in the ordinary course of
Borrower's business from the sale of goods or rendition of services, which
Coast, in its sole judgement, shall deem eleigible for borrowing, based on such
considerations as Coast may from time to time deem appropriate. Eligible
Receivables shall not include the following:

               (a) Receivables that the Account Debtor has failed to pay within
ninety (90) days of Invoice date:

               (b) Receivables owed by an Account Debtor or its Affiliates
where twenty-five percent (25%) or more of all Receivables owed by that Account
Debtor (or its Affiliates) are deemed ineligible under clause (a) above;

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

               (d) Receivables with respect to which goods are placed on
consignment, guaranteed sale, sale or return, sale on approval, bill and hold,
or other terms by reason of which the payment by the Account Debtor may be
conditional;

               (e) Receivables, that are not payable in Dollars or with respect
to which the Account Debtor: (i) does not maintain its chief executive office in
the United States, or (ii) is not organized under the laws of the United States
or any State thereof, or (iii) is the government of any foreign country or
sovereign state, or of any state, province, municipality, or other political
subdivision thereof, or of any department, agency, public corporation, or other
instrumentality thereof; 

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

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

               (h) Receivables with respect to an Account Debtor whose total
obligations owing to Borrower exceed twenty-five percent (25%) of all Eligible
Receivables, to the extent of the obligations owing by such Account Debtor in
excess of such percentage;

               (i) Receivables with respect to which the Account Debtor is
subject to any reorganization, bankruptcy, insolvency, arrangement, readjustment
of debt, dissolution or liquidation proceeding, or becomes insolvent, or goes
out of business;

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

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

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

               (m) Receivables that represent progress payments or other advance
billings that are due prior to the completion of performance by Borrower of the
subject contract for goods or services.

     "EQUIPMENT" means all of Borrower's present and hereafter acquired
machinery, molds, machine tools, motors, furniture, equipment, furnishings,
fixtures, trade fixtures, motor vehicles, tools, parts, dies, jigs, goods and
other goods (other than Inventory) of every kind and description used in
Borrower's operations or owned by Borrower and any interest in any of the
foregoing, and all attachments, accessories, accessions, replacements,
substitutions, additions or improvements to any of the foregoing, wherever
located.

     "EVENT OF DEFAULT" means any of the events set forth in Section 10.1 of
this Agreement.

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

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     "GENERAL INTANGIBLES" means all general intangibles of Borrower, whether
now owned or hereafter created or acquired by Borrower, including, without
limitation, all choses in action, causes of action, corporate or other business
records, Deposit Accounts, investment property, inventions, designs, drawings,
blueprints, patents, patent applications, trademarks and the goodwill of the
business symbolized thereby, names, trade names, trade secrets, goodwill,
copyrights, registrations, licenses, franchises, customer lists, security and
other deposits, rights in all litigation presently or hereafter pending for any
cause or claim (whether in contract, tort or otherwise), and all judgments now
or hereafter arising therefrom, all claims of Borrower against Coast, rights to
purchase or sell real or personal property, rights as a licensor or licensee of
any kind, royalties, telephone numbers, proprietary information, purchase
orders, and all insurance policies and claims (including without limitation life
insurance, key man insurance, credit insurance, liability insurance, property
insurance and other insurance), tax refunds and claims, computer programs,
discs, tapes and tape files, claims under guaranties, security interests or
other security held by or granted to Borrower, all rights to indemnification and
all other intangible property of every kind and nature (other than Receivables).

     "INVENTORY" means all of Borrower's now owned and hereafter acquired goods,
merchandise or other personal property, wherever located, to be furnished under
any contract of service or held for sale or lease (including without limitation
all raw materials, work in process, finished goods and goods in transit, and
including without limitation all farm products), and all materials and supplies
of every kind, nature and description which are or might be used or consumed in
Borrower's business or used in connection with the manufacture, packing,
shipping, advertising, selling or finishing of such goods, merchandise or other
personal property, and all warehouse receipts, documents of title and other
documents representing any of the foregoing.

     "INVENTORY LOANS" means the Loans described in Section 2(b) of the
Schedule.

     "INVESTMENT PROPERTY" has the meaning set forth in Section 9115 of the Code
as in effect as of the date hereof.

     "LOAN DOCUMENTS" means this Agreement, the agreements and documents listed
on Section 5 of the Schedule, and any other agreement, instrument or document
executed in connection herewith or therewith.

     "LOANS" has the meaning set forth in Section 2.1 hereof.

     "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, assets, condition (financial or otherwise) or results of operations of
Borrower or any subsidiary of Borrower or any guarantor of any of the
Obligations, (ii) the ability of Borrower or any guarantor of any of the
Obligations to perform its material obligations under this Agreement (including,
without limitation, repayment of the Obligations as they come due) or (iii) the
validity or enforceability of this Agreement or any other agreement or document
entered into by any party in connection herewith, or the rights or remedies of
Coast hereunder or thereunder.

     "MATURITY DATE" means the date that this Agreement shall cease to be
effective, as set forth on the Schedule, subject to the provisions of Section
9.1 and 9.2 hereof.

     "MAXIMUM DOLLAR AMOUNT" has the meaning set forth in Section 2 of the
Schedule.

     "MINIMUM MONTHLY INTEREST" has the meaning set forth in Section 3 of the
Schedule.

     "OBLIGATIONS" means all present and future Loans, advances, debts,
liabilities, obligations, guaranties, covenants, duties and indebtedness at any
time owing by Borrower to Coast, whether evidenced by this Agreement or any note
or other instrument or document, whether arising from an extension of credit,
opening of a letter of credit, banker's acceptance, loan, guaranty,
indemnification or otherwise, whether direct or indirect (including, without
limitation, those acquired by assignment and any participation by Coast in
Borrower's debts owing to others), absolute or contingent, due or to become due,
including, without limitation, all interest, charges, expenses, fees, attorneys'
fees (including attorneys' fees and expenses incurred in bankruptcy), expert
witness fees, audit fees, letter of credit fees, collateral monitoring fees,
closing fees, facility fees, termination fees, minimum interest charges and any
other sums chargeable to Borrower under this Agreement or under any other
present or future instrument or agreement between Borrower and Coast.

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     "PERMITTED LIENS" means the following:

          (a)  purchase money security interests in specific items of Equipment;

          (b)  leases of specific items of Equipment;

          (c)  liens for taxes not yet payable;

          (d) additional security interests and liens consented to in writing by
Coast, which consent shall not be unreasonably withheld;

          (e) security interests being terminated substantially concurrently
with this Agreement;

          (f) liens of materialmen, mechanics, warehousemen, carriers, or other
similar liens arising in the ordinary course of business and securing
obligations which are not delinquent;

          (g) liens incurred in connection with the extension, renewal or
refinancing of the indebtedness secured by liens of the type described above in
clauses (a) or (b) above, provided that any extension, renewal or replacement
lien is limited to the property encumbered by the existing lien and the
principal amount of the indebtedness being extended, renewed or refinanced does
not increase; or

          (h) liens in favor of customs and revenue authorities which secure
payment of customs duties in connection with the importation of goods.

Coast will have the right to require, as a condition to its consent under
subparagraph (d) above, that the holder of the additional security interest or
lien sign an intercreditor agreement on Coast's then standard form, acknowledge
that the security interest is subordinate to the security interest in favor of
Coast, and agree not to take any action to enforce its subordinate security
interest so long as any Obligations remain outstanding, and that Borrower agree
that any uncured default in any obligation secured by the subordinate security
interest shall also constitute an Event of Default under this Agreement.

     "PERSON" means any individual, sole proprietorship, general partnership,
limited partnership, limited liability partnership, limited liability company,
joint venture, trust, unincorporated organization, association, corporation,
government, or any agency or political division thereof, or any other entity.

     "PRIME RATE" means the actual "Reference Rate" or the substitute therefor
of the Bank of America NT & SA whether or not that rate is the lowest interest
rate charged by said bank. If the Prime Rate, as defined, is unavailable, "Prime
Rate" shall mean the highest of the prime rates published in the Wall Street
Journal on the first business day of the applicable month, as the base rate on
corporate loans at large U.S. money center commercial banks.

     "REAL PROPERTY" means Borrower's real property located in each of
Borrower's Addresses.

     "RECEIVABLE LOANS" means the Loans described in Section 2(a) of the
Schedule.

     "RECEIVABLES" means all of Borrower's now owned and hereafter acquired
accounts (whether or not earned by performance), letters of credit, contract
rights, chattel paper, instruments, securities, documents, securities accounts,
security entitlements, commodity contracts, commodity accounts, investment
property and all other forms of obligations at any time owing to Borrower, all
guaranties and other security therefor, all merchandise returned to or
repossessed by Borrower, and all rights of stoppage in transit and all other
rights or remedies of an unpaid vendor, lienor or secured party.

     "RENEWAL DATE" shall mean the Maturity Date if this Agreement is renewed
pursuant to Section 9.1 hereof, and each anniversary thereafter that this
Agreement is renewed pursuant to Section 9.1 hereof.

     "RENEWAL FEE" means the fee that Borrower must pay Coast upon renewal of
this Agreement pursuant to Section 9.1 hereof, in the amount set forth on the
Schedule.

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

     "TERM LOAN" means the Loans described in Section 2(c) of the Schedule.

     "OTHER TERMS." All accounting terms used in this Agreement, unless
otherwise indicated, shall have the meanings given to such terms in accordance
with GAAP. All other terms contained in this Agreement, unless otherwise
indicated, shall have the meanings provided by the Code, to the extent such
terms are defined therein.

2.   CREDIT FACILITIES.

     2.1 LOANS. Coast will make loans to Borrower (the "Loans"), in amounts and
in percentages to be determined by Coast in its good faith discretion, up to the

Credit Limit, provided no Default or Event of Default has occurred and is
continuing. In addition, Coast may create reserves against or reduce its advance
rates based upon Eligible Receivables or Eligible Inventory without declaring a
Default or an Event of Default if it determines that there has occurred a
Material Adverse Effect.

3.   INTEREST AND FEES.

     3.1 INTEREST. All Loans and all other monetary Obligations shall bear
interest at the rate shown on the Schedule, except where expressly set forth to
the contrary in this Agreement. Interest shall be payable monthly, on the last
day of the month. Interest may, in Coast's discretion, be charged to Borrower's
loan account, and the same shall thereafter bear interest at the same rate as
the other Loans. Regardless of the amount of Obligations that may be outstanding
from time to time, Borrower shall pay Coast Minimum Monthly Interest during the
term of this Agreement with respect to the Receivable Loans, Inventory Loans and
the Acquisition Loans in the amount set forth on the Schedule.

     3.2 FEES. Borrower shall pay Coast the fee(s) shown on the Schedule, which
are in addition to all interest and other sums payable to Coast and are deemed
fully earned and are nonrefundable.

4.   SECURITY INTEREST.

     To secure the payment and performance of all of the Obligations when due,
Borrower hereby grants to Coast a security interest in all of Borrower's
interest in the following, whether now owned or hereafter acquired, and wherever
located: All Receivables, Inventory, Equipment, Investment Property, and General
Intangibles, including, without limitation, all of Borrower's Deposit Accounts,
and all money, and all property now or at any time in the future in Coast's
possession (including claims and credit balances), and all proceeds of any of
the foregoing (including proceeds of any insurance policies, proceeds of
proceeds, and claims against third parties), all products of any of the
foregoing, and all books and records related to any of the foregoing (all of the
foregoing, together with all other property in which Coast may now or in the
future be granted a lien or security interest, is referred to herein,
collectively, as the "Collateral")

5.   CONDITIONS PRECEDENT.

     The obligation of Coast to make the Loans is subject to the satisfaction,
in the sole discretion of Coast, at or prior to the first advance of funds
hereunder, of each, every and all of the following conditions:

     5.1 STATUS OF ACCOUNTS AT CLOSING. No account payable shall be due and
unpaid ninety (90) days past its due date except for such accounts payable being
contested in good faith in appropriate proceedings and for which adequate
reserves have been provided.

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     5.2 MINIMUM AVAILABILITY. Borrower shall have minimum availability
immediately following the initial funding in the amount set forth on the
Schedule.

     5.3 LANDLORD WAIVER.  Coast shall have received duly executed

     (a) landlord waivers and access agreements in form and substance
satisfactory to Coast, in Coast's sole and absolute discretion, and, when deemed
appropriate by Coast, in form for recording in the appropriate recording office,
with respect to all leased locations where Borrower maintains any inventory or
equipment.

     (b) mortgagee waivers in form and substance satisfactory to Coast, in
Coast's sole and absolute discretion, and when deemed appropriate by Coast, in
form for recording in the appropriate recording office, with respect to all
mortgaged locations where Borrower maintains any inventory or equipment.

     (c) warehouse waivers in form and substance satisfactory to Coast, in
Coast's sole and absolute discretion, and when deemed appropriate by Coast, in
form for recording in the appropriate recording office, with respect to all
warehouse locations where Borrower maintains any inventory or equipment.

     5.4 EXECUTED AGREEMENT. Coast shall have received this Agreement duly
executed and in form and substance satisfactory to Coast in its sole and
absolute discretion.

     5.5 OPINION OF BORROWER'S COUNSEL. Coast shall have received an opinion of
Borrower's counsel, in form and substance satisfactory to Coast in its sole and
absolute discretion.

     5.6 PRIORITY OF COAST'S LIENS. Coast shall have received the results of "of
record" searches satisfactory to Coast in its sole and absolute discretion,
reflecting its Uniform Commercial Code filings against Borrower indicating that
Coast has a perfected, first priority lien in and upon all of the Collateral,
subject only to Permitted Liens.

     5.7 INSURANCE. Coast shall have received copies of the insurance binders or
certificates evidencing Borrower's compliance with Section 8.2 hereof, including
lender's loss payee endorsements.

     5.8 BORROWER'S EXISTENCE. Coast shall have received copies of Borrower's
articles or certificate of incorporation and all amendments thereto, and a
Certificate of Good Standing, each certified by the Secretary of State of the
state of Borrower's organization, and dated a recent date prior to the Closing
Date, and Coast shall have received Certificates of Foreign Qualification for
Borrower from the Secretary of State of each state wherein the failure to be so
qualified could have a Material Adverse Effect.

     5.9 ORGANIZATIONAL DOCUMENTS. Coast shall have received copies of
Borrower's By-laws and all amendments thereto, and Coast shall have received
copies of the resolutions of the board of directors of Borrower, authorizing the
execution and delivery of this Agreement and the other documents contemplated
hereby, and authorizing the transactions contemplated hereunder and thereunder,
and authorizing specific officers of Borrower to execute the same on behalf of
Borrower, in each case certified by the Secretary or other acceptable officer of
Borrower as of the Closing Date.

     5.10 TAXES. Coast shall have received evidence from Borrower that Borrower
has complied with all tax withholding and Internal Revenue Service regulations,
in form and substance satisfactory to Coast in its sole and absolute discretion.

     5.11 DUE DILIGENCE. Coast shall have completed its due diligence with
respect to Borrower.

     5.12 OTHER DOCUMENTS AND AGREEMENTS. Coast shall have received such other
agreements, instruments and documents as Coast may reasonably require in
connection with the transactions contemplated hereby, all in form and substance
satisfactory to Coast in Coast's sole and absolute discretion, and in form for
filing in the appropriate filing office, including, but not limited to, those
documents listed in Section 5 of the Schedule.

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6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER.

     In order to induce Coast to enter into this Agreement and to make Loans,
Borrower represents and warrants to Coast as follows, and Borrower covenants
that the following representations will continue to be true, and that Borrower
will at all times comply with all of the following covenants:

     6.1 EXISTENCE AND AUTHORITY. Borrower is and will continue to be, duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization. Borrower is and will continue to be qualified
and licensed to do business in all jurisdictions in which any failure to do so
would have a Material Adverse Effect. The execution, delivery and performance by
Borrower of this Agreement, and all other documents contemplated hereby (a) have
been duly and validly authorized, (b) are enforceable against Borrower in
accordance with their terms (except as enforcement may be limited by equitable
principles and by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to creditors' rights generally), and (c) do not violate Borrower's
articles or certificate of incorporation, or Borrower's by-laws, or any law or
any material agreement or instrument which is binding upon Borrower or its
property, and (d) do not constitute grounds for acceleration of any material
indebtedness or obligation under any material agreement or instrument which is
binding upon Borrower or its property.

     6.2 NAME; TRADE NAMES AND STYLES. The name of Borrower set forth in the
heading to this Agreement is its correct name. Listed on the Schedule are all
prior names of Borrower and all of Borrower's present and prior trade names.
Borrower shall give Coast thirty (30) days' prior written notice before changing
its name or doing business under any other name. Borrower has complied, and will
in the future comply, with all laws relating to the conduct of business under a
fictitious business name.

     6.3 PLACE OF BUSINESS; LOCATION OF COLLATERAL. The address set forth in the
heading to this Agreement is Borrower's chief executive office. In addition,
Borrower has places of business and Collateral is located only at the locations
set forth on the Schedule. Borrower will give Coast at least thirty (30) days'
prior written notice before opening any additional place of business, changing
its chief executive office, or moving any of the Collateral to a location other
than Borrower's Address or one of the locations set forth on the Schedule.

     6.4 TITLE TO COLLATERAL; PERMITTED LIENS. Borrower is now, and will at all
times in the future be, the sole owner of all the Collateral, except for items
of Equipment which are leased by Borrower. The Collateral now is and will remain
free and clear of any and all liens, charges, security interests, encumbrances
and adverse claims, except for Permitted Liens. Coast now has, and will continue
to have, a first-priority perfected and enforceable security interest in all of
the Collateral, subject only to the Permitted Liens, and Borrower will at all
times defend Coast and the Collateral against all claims of others. None of the
Collateral now is or will be affixed to any real property in such a manner, or
with such intent, as to become a fixture. Borrower is not and will not become a
lessee under any real property lease pursuant to which the lessor may obtain any
rights in any of the Collateral and no such lease now prohibits, restrains,
impairs or will prohibit, restrain or impair Borrower's right to remove any
Collateral from the leased premises. Whenever any Collateral is located upon
premises in which any third party has an interest (whether as owner, mortgagee,
beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever
requested by Coast, use its best efforts to cause such third party to execute
and deliver to Coast, in form acceptable to Coast, such waivers and
subordinations as Coast shall specify, so as to ensure that Coast's rights in
the Collateral are, and will continue to be, superior to the rights of any such
third party. Borrower will keep in full force and effect, and will comply with
all the terms of, any lease of real property where any of the Collateral now or
in the future may be located.

     6.5 MAINTENANCE OF COLLATERAL. Borrower will maintain the Collateral in
good working condition (normal wear and tear excepted), and Borrower will not
use the Collateral for any unlawful purpose. Borrower shall file a patent
application on all patentable material and register any trademarks, copyrights
and copyrightable material which comprises the Collateral and advise Coast of
the acquisition, existence, filing and/or registration thereof. Borrower will
immediately advise Coast in writing of any material loss or damage to the
Collateral.

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     6.6 BOOKS AND RECORDS. Borrower has maintained and will maintain at
Borrower's Address complete and accurate books and records, comprising an
accounting system in accordance with GAAP.

     6.7 FINANCIAL CONDITION, STATEMENTS AND REPORTS. All financial statements
now or in the future delivered to Coast have been, and will be, prepared in
conformity with GAAP (except, in the case of unaudited financial statements, for
the absence of footnotes and subject to normal year-end adjustments) and now and
in the future will fairly reflect the financial condition of Borrower, at the
times and for the periods therein stated. Between the last date covered by any
such statement provided to Coast and the date hereof, there has been no Material
Adverse Effect. Borrower is now and will continue to be Solvent.

     6.8 TAX RETURNS AND PAYMENTS; PENSION CONTRIBUTIONS. Borrower has timely
filed, and will timely file, all tax returns and reports required by foreign,
federal, state and local law, and Borrower has timely paid, and will timely pay,
all foreign, federal, state and local taxes, assessments, deposits and
contributions now or in the future owed by Borrower. Borrower may, however,
defer payment of any contested taxes, provided that Borrower (i) in good faith
contests Borrower's obligation to pay the taxes by appropriate proceedings
promptly and diligently instituted and conducted, (ii) notifies Coast in writing
of the commencement of, and any material development in, the proceedings, and
(iii) posts bonds or takes any other steps required to keep the contested taxes
from becoming a lien upon any of the Collateral. As of the date hereof, Borrower
is unaware of any claims or adjustments proposed for any of Borrower's prior tax
years which could result in additional taxes becoming due and payable by
Borrower. Borrower has paid, and shall continue to pay all amounts necessary to
fund all present and future pension, profit sharing and deferred compensation
plans in accordance with their terms, and Borrower has not and will not withdraw
from participation in, permit partial or complete termination of, or permit the
occurrence of any other event with respect to, any such plan which could result
in any liability of Borrower, including any liability to the Pension Benefit
Guaranty Corporation or its successors or any other governmental agency.
Borrower shall, at all times, utilize the services of an outside payroll service
providing for the automatic deposit of all payroll taxes payable by Borrower.

     6.9 COMPLIANCE WITH LAW. Borrower has complied, and will comply, in all
material respects, with all provisions of all material foreign, federal, state
and local laws and regulations relating to Borrower, including, but not limited
to, the Fair Labor Standards Act, and those relating to Borrower's ownership of
real or personal property, the conduct and licensing of Borrower's business, and
environmental matters.

     6.10 LITIGATION. Except as disclosed in the Schedule, there is no claim,
suit, litigation, proceeding or investigation pending or (to best of Borrower's
knowledge) threatened by or against or affecting Borrower in any court or before
any governmental agency (or any basis therefor known to Borrower) which may
result, either separately or in the aggregate, in a Material Adverse Effect.
Borrower will promptly inform Coast in writing of any claim, proceeding,
litigation or investigation in the future threatened or instituted by or against
Borrower, of which Borrower becomes aware or in the exercise of reasonable due
diligence should have become aware, involving an amount set forth on the
Schedule.

     6.11 USE OF PROCEEDS. All proceeds of all Loans shall be used solely for
lawful business purposes. Borrower is not purchasing or carrying any "margin
stock" (as defined in Regulation G of the Board of Governors of the Federal
Reserve System) and no part of the proceeds of any Loan will be used to purchase
or carry any "margin stock" or to extend credit to others for the purpose of
purchasing or carrying any "margin stock."

7.   RECEIVABLES.

     7.1 REPRESENTATIONS RELATING TO RECEIVABLES. Borrower represents and
warrants to Coast as follows: Except as to Receivables that are the subject of a
dispute, which shall be addressed as provided in Section 7.6, below, each
Receivable with respect to which Loans are requested by Borrower shall, on the
date each Loan is requested and made, to the best of Borrowers' knowledge or in
the exercise of reasonable due diligence should have known, represent an
undisputed bona fide existing unconditional obligation of the Account Debtor
created by the sale, delivery and acceptance of goods or the rendition of
services in the ordinary course of Borrower's business.

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     7.2 REPRESENTATIONS RELATING TO DOCUMENTS AND LEGAL COMPLIANCE. Borrower
represents and warrants to Coast as follows: All statements made and all unpaid
balances appearing in all invoices, instruments and other documents evidencing
the Receivables are and shall be true and correct and all such invoices,
instruments and other documents and all of Borrower's books and records are and
shall be genuine and in all respects what they purport to be. All sales and
other transactions underlying or giving rise to each Receivable shall fully
comply with all applicable laws and governmental rules and regulations. All
signatures and indorsements on all documents, instruments, and agreements
relating to all Receivables are and shall be genuine, and all such documents,
instruments and agreements are and shall be legally enforceable in accordance
with their terms at the time submitted to Coast except as enforceability may
thereafter be limited by equitable principles and/or by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to creditors' rights
generally.

     7.3 SCHEDULES AND DOCUMENTS RELATING TO RECEIVABLES. Borrower shall deliver
to Coast via facsimile, unless otherwise directed by Coast, at such locations
and at such intervals as Coast may request, transaction reports and loan
requests, schedules of Receivables, and schedules of collections, all on Coast's
standard forms; PROVIDED, HOWEVER, that Borrower's failure to execute and
deliver the same shall not affect or limit Coast's security interest and other
rights in all of Borrower's Receivables, nor shall Coast's failure to advance or
lend against a specific Receivable affect or limit Coast's security interest and
other rights therein. Loan requests received after 10:30 A.M. Los Angeles,
California time, will not be considered by Coast until the next Business Day.
Together with each such schedule, or later if requested by Coast, Borrower shall
furnish Coast with copies (or, at Coast's request, originals) of all contracts,
orders, invoices, and other similar documents, and all original shipping
instructions, delivery receipts, bills of lading, and other evidence of
delivery, for any goods the sale or disposition of which gave rise to such
Receivables, and Borrower warrants the genuineness of all of the foregoing.
Borrower shall also furnish to Coast an aged accounts receivable trial balance
in such form and at such intervals as Coast shall request. In addition, Borrower
shall deliver to Coast the originals of all instruments, chattel paper, security
agreements, guarantees and other documents and property evidencing or securing
any Receivables, upon receipt thereof and in the same form as received, with all
necessary indorsements, all of which shall be with recourse. Borrower shall also
provide Coast with copies of all credit memos as and when requested by Coast.

     7.4 COLLECTION OF RECEIVABLES. Borrower shall have the right to collect all
Receivables, unless and until an Event of Default has occurred. Borrower shall
hold all payments on, and proceeds of, Receivables in trust for Coast, and
Borrower shall deliver all such payments and proceeds to Coast within one (1)
Business Day after receipt by Borrower, in their original form, duly endorsed to
Coast, to be applied to the Obligations in such order as Coast shall determine.
Coast may, in its discretion, require that all proceeds of Collateral be
deposited by Borrower into a lockbox account, or such other "blocked account" as
Coast may specify, pursuant to a blocked account agreement in such form as Coast
may specify. Coast or its designee may, at any time, notify Account Debtors that
Coast has been granted a security interest in the Receivables.

     7.5 REMITTANCE OF PROCEEDS. All proceeds arising from the disposition of
any Collateral shall be delivered to Coast within one (1) Business Day after
receipt by Borrower, in their original form, duly endorsed to Coast, to be
applied to the Obligations in such order as Coast shall determine. Borrower
agrees that it will not commingle proceeds of Collateral with any of Borrower's
other funds or property, but will hold such proceeds separate and apart from
such other funds and property and in an express trust for Coast. Nothing in this
Section limits the restrictions on disposition of Collateral set forth elsewhere
in this Agreement.

     7.6 DISPUTES. Borrower shall notify Coast promptly of all disputes or
claims relating to Receivables. Borrower shall not forgive (completely or
partially), compromise or settle any Receivable for less than payment in full,
or agree to do any of the foregoing, except that Borrower may do so, provided
that: (a) Borrower does so in good faith, in a commercially reasonable manner,
in the ordinary course of business, and in arm's length transactions, which are
reported to Coast on the regular reports provided to Coast; (b) no Default or
Event of Default has occurred and is continuing; and (c) taking into account all
such discounts settlements and forgiveness, the total outstanding Loans will not
exceed the Credit Limit. Coast may, at any time after the occurrence of an Event
of Default, settle or adjust disputes or claims directly with Account Debtors
for amounts and upon terms which Coast considers advisable in its reasonable
credit judgment and, in all cases, Coast shall credit Borrower's Loan account
with only the net amounts received by Coast in payment of any Receivables.

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     7.7 RETURNS. Provided no Event of Default has occurred and is continuing,
if any Account Debtor returns any Inventory to Borrower in the ordinary course
of its business, Borrower shall promptly determine the reason for such return
and promptly issue a credit memorandum to the Account Debtor in the appropriate
amount. In the event any attempted return occurs after the occurrence of any
Event of Default, Borrower shall (a) hold the returned Inventory in trust for
Coast, (b) segregate all returned Inventory from all of Borrower's other
property, (c) conspicuously label the returned Inventory as subject to Coast's
security interest, and (d) immediately notify Coast of the return of any
Inventory, specifying the reason for such return, the location and condition of
the returned Inventory, and on Coast's request deliver such returned Inventory
to Coast.

     7.8 VERIFICATION. Coast may, from time to time, verify directly with the
respective Account Debtors the validity, amount and other matters relating to
the Receivables, by means of mail, telephone or otherwise, either in the name of
Borrower or Coast or such other name as Coast may choose.

     7.9 NO LIABILITY. Coast shall not under any circumstances be responsible or
liable for any shortage or discrepancy in, damage to, or loss or destruction of,
any goods, the sale or other disposition of which gives rise to a Receivable, or
for any error, act, omission or delay of any kind occurring in the settlement,
failure to settle, collection or failure to collect any Receivable, or for
settling any Receivable in good faith for less than the full amount thereof, nor
shall Coast be deemed to be responsible for any of Borrower's obligations under
any contract or agreement giving rise to a Receivable. Nothing herein shall,
however, relieve Coast from liability for its own gross negligence or willful
misconduct.

8.   ADDITIONAL DUTIES OF THE BORROWER.

     8.1 FINANCIAL AND OTHER COVENANTS. Borrower shall at all times comply with
the financial and other covenants set forth in the Schedule.

     8.2 INSURANCE. Borrower shall, at all times insure all of the tangible
personal property Collateral and carry such other business insurance, with
insurers reasonably acceptable to Coast, in such form and amounts as Coast may
reasonably require, and Borrower shall provide evidence of such insurance to
Coast, so that Coast is satisfied that such insurance is, at all times, in full
force and effect. All liability insurance policies of Borrower shall name Coast
as an additional insured, and all property casualty and related insurance
policies of Borrower shall name Coast as a loss payee thereon and Borrower shall
cause a lender's loss payee endorsement in form reasonably acceptable to Coast.
Upon receipt of the proceeds of any such insurance, Coast shall apply such
proceeds in reduction of the Obligations as Coast shall determine in its sole
discretion, except that, provided no Default or Event of Default has occurred
and is continuing, Coast shall release to Borrower insurance proceeds with
respect to Equipment totaling less than the amount set forth in Section 8 of the
Schedule, which shall be utilized by Borrower for the replacement of the
Equipment with respect to which the insurance proceeds were paid. Coast may
require reasonable assurance that the insurance proceeds so released will be so
used. If Borrower fails to provide or pay for any insurance, Coast may, but is
not obligated to, obtain the same at Borrower's expense. Borrower shall promptly
deliver to Coast copies of all reports made to insurance companies.

     8.3 REPORTS. Borrower, at its expense, shall provide Coast with the written
reports set forth in Section 8 of the Schedule, and such other written reports
with respect to Borrower (including budgets, sales projections, operating plans
and other financial documentation), as Coast shall from time to time reasonably
specify.

     8.4 ACCESS TO COLLATERAL, BOOKS AND RECORDS. At reasonable times but not
less frequently than quarterly and on one (1) Business Day's notice, Coast, or
its agents, shall have the right to perform Audits during Borrower's normal
business hours. Coast shall take reasonable steps to keep confidential all
confidential information obtained in any Audit, but Coast shall have the right
to disclose any such information to its auditors, regulatory agencies, and
attorneys, and pursuant to any subpoena or other legal process. The Audits shall
be at Borrower's expense and the charge for the Audits shall be Seven Hundred
Fifty Dollars ($750) per person per day (or such higher amount as shall
represent Coast's then current standard charge for the same), plus reasonable
out-of-pocket expenses. In the event the annual Audit expense (fees and other
expenses) in any single year commencing upon the Closing Date and measured
annually from that date exceed $15,000.00, the Audit charge shall be reduced to
Five Hundred Fifty Dollars ($550) per person per day for the balance of that
year, provided Borrower is not in Default. Borrower will not enter into any
agreement with any accounting firm, service bureau or third party to store
Borrower's books or records at any location other than Borrower's Address,
without first notifying Coast of the same and obtaining the written agreement
from such accounting firm, service bureau or other third party to give Coast the
same rights with respect to access to books and records and related rights as
Coast has under this Loan Agreement.

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     8.5 NEGATIVE COVENANTS. Borrower shall not, without Coast's prior written
consent, do any of the following:

          (d) merge or consolidate with another entity, except in a transaction
in which (i) the owners of the Borrower hold at least fifty percent (50%) of the
ownership interest in the surviving entity immediately after such merger or
consolidation, and (ii) the Borrower is the surviving entity;

          (e) acquire any assets, except (i) in the ordinary course of business,
or (ii) in a transaction or a series of transactions not involving the payment
of an aggregate amount in excess of the amount set forth in Section 8 of the
Schedule;

          (f) enter into any other transaction outside the ordinary course of
business;

          (g) sell or transfer any Collateral, except for the sale of finished
Inventory in the ordinary course of Borrower's business, and except for the sale
of obsolete or unneeded Equipment in the ordinary course of business;

          (h) store any Inventory or other Collateral with any warehouseman or
other third party;

          (i) sell any Inventory on a sale-or-return, guaranteed sale,
consignment, or other contingent basis;

          (j) make any loans of any money or other assets, except (i) advances
to customers or suppliers in the ordinary course of business, (ii) travel
advances, employee relocation loans and other employee loans and advances in the
ordinary course of business, and (iii) loans to employees, officers and
directors for the purpose of purchasing equity securities of the Borrower;

          (k) incur any debts, outside the ordinary course of business, which
would have a Material Adverse Effect;

          (l) guarantee or otherwise become liable with respect to the
obligations of another party or entity;

          (m) pay or declare any dividends or distributions on the ownership
interests in Borrower (except for dividends or distributions payable solely in
stock form of ownership interests in Borrower);

          (n) make any change in Borrower's capital structure which would have a
Material Adverse Effect; or

          (o) dissolve or elect to dissolve.

     Transactions permitted by the foregoing provisions of this Section are only
permitted if no Default or Event of Default is continuing or would occur as a
result of such transaction. Furthermore, Coast acknowledges that Borrower's
ordinary course of business is to acquire additional Point of Sale Dealers.

     8.6 LITIGATION COOPERATION. Should any third-party suit or proceeding be
instituted by or against Coast with respect to any Collateral or relating to
Borrower, Borrower shall, without expense to Coast, make available Borrower and
its officers, employees and agents and Borrower's books and records, to the
extent that Coast may deem them reasonably necessary in order to prosecute or
defend any such suit or proceeding.

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     8.7 FURTHER ASSURANCES. Borrower agrees, at its expense, on request by
Coast, to execute all documents and take all actions, as Coast, may deem
reasonably necessary or useful in order to perfect and maintain Coast's
perfected security interest in the Collateral, and in order to fully consummate
the transactions contemplated by this Agreement.

9.   TERM.

     9.1 MATURITY DATE. This Agreement shall continue in effect until the
Maturity Date; provided that the Maturity Date shall automatically be extended,
and this Agreement shall automatically and continuously renew, for successive
additional terms of one year each, unless one party gives written notice to the
other, not less than ninety (90) days prior to the Maturity Date or the next
Renewal Date, that such party elects to terminate this Agreement effective on
the Maturity Date or such next Renewal Date. If this Agreement is renewed under
this Section 9.1, Borrower shall pay to Coast a Renewal Fee in the amount shown
in Section 3 of the Schedule. The Renewal Fee shall be due and payable on the
Renewal Date and thereafter shall bear interest at a rate equal to the rate
applicable to the Receivable Loans.

     9.2 EARLY TERMINATION. This Agreement may be terminated prior to the
Maturity Date as follows: (a) by Borrower, effective three (3) Business Days
after written notice of termination is given to Coast; or (b) by Coast at any
time after the occurrence of an Event of Default, without notice, effective
immediately. If this Agreement is terminated by Borrower or by Coast under this
Section 9.2, Borrower shall pay to Coast an Early Termination Fee in the amount
shown in Section 3 of the Schedule. The Early Termination Fee shall be due and
payable on the effective date of termination and thereafter shall bear interest
at a rate equal to the rate applicable to the Receivable Loans.

     9.3 PAYMENT OF OBLIGATIONS. On the Maturity Date or on any earlier
effective date of termination, Borrower shall pay and perform in full all
Obligations, whether evidenced by installment notes or otherwise, and whether or
not all or any part of such Obligations are otherwise then due and payable.
Notwithstanding any termination of this Agreement, all of Coast's security
interests in all of the Collateral and all of the terms and provisions of this
Agreement shall continue in full force and effect until all Obligations have
been paid and performed in full; provided that, without limiting the fact that
Loans are subject to the discretion of Coast, Coast may, in its sole discretion,
refuse to make any further Loans after termination. No termination shall in any
way affect or impair any right or remedy of Coast, nor shall any such
termination relieve Borrower of any Obligation to Coast, until all of the
Obligations have been paid and performed in full. Upon payment and performance
in full of all the Obligations and termination of this Agreement, Coast shall
promptly deliver to Borrower termination statements, requests for reconveyances
and such other documents as may be required to fully terminate Coast's security
interests.

10.  EVENTS OF DEFAULT AND REMEDIES.

     10.1 EVENTS OF DEFAULT. The occurrence of any of the following events shall
constitute an "Event of Default" under this Agreement, and Borrower shall give
Coast immediate written notice thereof:

          (a) Any warranty, representation, statement, report or certificate
made or delivered to Coast by Borrower or any of Borrower's officers, employees
or agents, now or in the future, shall be untrue or misleading and results in a
Material Adverse Effect; or

          (b) Borrower shall fail to pay when due any Loan or any interest
thereon or any other monetary Obligation; or

          (c) the total Loans and other Obligations outstanding at any time
shall exceed the Credit Limit; or

          (d) Borrower shall fail to deliver the proceeds of Collateral to Coast
as provided in Section 7.5 above, or shall fail to give Coast access to its
books and records or Collateral as provided in Section 8.4 above, or shall
breach any negative covenant set forth in Section 8.5 above; or

          (e) Borrower shall fail to comply with the financial covenants (if
any) set forth in the Schedule or shall fail to perform any other non-monetary
Obligation which by its nature cannot be cured; or

          (f) Borrower shall fail to perform any other non-monetary Obligation,
which failure is not cured within seven (7) Business Days after the date due; or

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          (g) Any levy, assessment, attachment, seizure, lien or encumbrance
(other than a Permitted Lien) is made on all or any part of the Collateral which
is not cured within ten (10) days after the occurrence of the same; or

          (h) any default or event of default occurs under any obligation
secured by a Permitted Lien, which is not cured within any applicable cure
period or waived in writing by the holder of the Permitted Lien; or

          (i) Borrower breaches any material contract or obligation, which has
or may reasonably be expected to have a Material Adverse Effect; or

          (j) Dissolution, termination of existence, insolvency or business
failure of Borrower or any guarantor of any of the Obligations; or appointment
of a receiver, trustee or custodian, for all or any part of the property of,
assignment for the benefit of creditors by, or the commencement of any
proceeding by Borrower or any guarantor of any of the Obligations under any
reorganization, bankruptcy, insolvency, arrangement, readjustment of debt,
dissolution or liquidation law or statute of any jurisdiction, now or in the
future in effect; or

          (k) the commencement of any proceeding against Borrower or any
guarantor of any of the Obligations under any reorganization, bankruptcy,
insolvency, arrangement, readjustment of debt, dissolution or liquidation law or
statute of any jurisdiction, now or in the future in effect, which is (i) not
timely controverted, or (ii) not cured by the dismissal thereof within thirty
(30) days after the date commenced; or

          (l) revocation or termination of, or limitation or denial of liability
upon, any guaranty of the Obligations or any attempt to do any of the foregoing,
or commencement of proceedings by any guarantor of any of the Obligations under
any bankruptcy or insolvency law; or

          (m) revocation or termination of, or limitation or denial of liability
upon, any pledge of any certificate of deposit, securities or other property or
asset of any kind pledged by any third party to secure any or all of the
Obligations, or any attempt to do any of the foregoing, or commencement of
proceedings by or against any such third party under any bankruptcy or
insolvency law; or

          (n) Borrower or any guarantor of any of the Obligations makes any
payment on account of any indebtedness or obligation which has been subordinated
to the Obligations, other than as permitted in the applicable subordination
agreement, or if any Person who has subordinated such indebtedness or
obligations terminates or in any way limits his subordination agreement; or

          (o) Except as permitted under Section 8.5(a), Borrower shall suffer or
experience any Change of Control without Coast's prior written consent, which
consent shall be in the discretion of Coast in the exercise of its reasonable
business judgment and which consent (or lack thereof) shall not be unreasonably
delayed; or

          (p) Borrower shall generally not pay its debts as they become due, or
Borrower shall conceal, remove or transfer any part of its property, with intent
to hinder, delay or defraud its creditors, or make or suffer any transfer of any
of its property which may be fraudulent under any bankruptcy, fraudulent
conveyance or similar law; or

          (q) Borrower shall fail to file a patent application on any patentable
material or register any trademark, copyright or copyrightable material which is
part of the Collateral or advise Coast of the acquisition, creation, existence,
filing on or registration of any such Collateral.

          (r) there shall be any Material Adverse Effect.

Coast may cease making any Loans or extending any credit hereunder during any of
the above cure periods. However, Coast recognizes that Borrower is in the
business of acquiring point of sale dealers.

     10.2 REMEDIES. Upon the occurrence, and during the continuance, of any
Event of Default, Coast, at its option, and without notice or demand of any kind
(all of which are hereby expressly waived by Borrower), may do any one or more
of the following:

          (a) Cease making Loans or otherwise extending credit to Borrower under
this Agreement or any other document or agreement;

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           Coast Business Credit             Loan and Security Agreement

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          (b) Accelerate and declare all or any part of the Obligations to be
immediately due, payable and performable, notwithstanding any deferred or
installment payments allowed by any instrument evidencing or relating to any
Obligation;

          (c) Take possession of any or all of the Collateral wherever it may be
found, and for that purpose Borrower hereby authorizes Coast without judicial
process to enter onto any of Borrower's premises without interference to search
for, take possession of, keep, store or remove any of the Collateral, and remain
on the premises or cause a custodian to remain on the premises in exclusive
control thereof, without charge for so long as Coast deems it reasonably
necessary in order to complete the enforcement of its rights under this
Agreement or any other agreement; PROVIDED, HOWEVER, that should Coast seek to
take possession of any of the Collateral by Court process, Borrower hereby
irrevocably waives:

               (i) any bond and any surety or security relating thereto required
     by any statute, court rule or otherwise as an incident to such possession;

               (ii) any demand for possession prior to the commencement of any
     suit or action to recover possession thereof; and

               (iii) any requirement that Coast retain possession of, and not
     dispose of, any such Collateral until after trial or final judgment;

          (d) Require Borrower to assemble any or all of the Collateral and make
it available to Coast at places designated by Coast which are reasonably
convenient to Coast and Borrower, and to remove the Collateral to such locations
as Coast may deem advisable;

          (e) Complete the processing, manufacturing or repair of any Collateral
prior to a disposition thereof and, for such purpose and for the purpose of
removal, Coast shall have the right to use Borrower's premises, vehicles,
hoists, lifts, cranes, equipment and all other property without charge. Coast is
hereby granted a license or other right to use, without charge, Borrower's
labels, patents, copyrights, rights of use of any name, trade secrets, trade
names, trademarks, service marks, and advertising matter, or any property of a
similar nature, as it pertains to the Collateral, in completing production of,
advertising for sale, and selling any Collateral and Borrower's rights under all
licenses and all franchise agreements shall inure to Coast's benefit;

          (f) Sell, lease or otherwise dispose of any of the Collateral, in its
condition at the time Coast obtains possession of it or after further
manufacturing, processing or repair, at one or more public and/or private sales,
in lots or in bulk, for cash, exchange or other property, or on credit, and to
adjourn any such sale from time to time without notice other than oral
announcement at the time scheduled for sale. Coast shall have the right to
conduct such disposition on Borrower's premises without charge, for such time or
times as Coast deems reasonable, or on Coast's premises, or elsewhere and the
Collateral need not be located at the place of disposition. Coast may directly
or through any affiliated company purchase or lease any Collateral at any such
public disposition, and if permissible under applicable law, at any private
disposition. Any sale or other disposition of Collateral shall not relieve
Borrower of any liability Borrower may have if any Collateral is defective as to
title or physical condition or otherwise at the time of sale;

          (g) Demand payment of, and collect any Receivables and General
Intangibles comprising Collateral and, in connection therewith, Borrower
irrevocably authorizes Coast to endorse or sign Borrower's name on all
collections, receipts, instruments and other documents, to take possession of
and open mail addressed to Borrower and remove therefrom payments made with
respect to any item of the Collateral or proceeds thereof, and, in Coast's sole
discretion, to grant extensions of time to pay, compromise claims and settle
Receivables and the like for less than face value; and

          (h) Demand and receive possession of any of Borrower's federal and
state income tax returns and the books and records utilized in the preparation
thereof or referring thereto.

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           Coast Business Credit             Loan and Security Agreement

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     All reasonable attorneys' fees, expenses, costs, liabilities and
obligations incurred by Coast (including attorneys' fees and expenses incurred
in connection with bankruptcy) with respect to the foregoing shall be due from
the Borrower to Coast on demand. Coast may charge the same to Borrower's loan
account, and the same shall thereafter bear interest at the same rate as is
applicable to the Receivable Loans. Without limiting any of Coast's rights and
remedies, from and after the occurrence of any Event of Default, the interest
rate applicable to the Obligations shall be increased by an additional three
percent per annum.

     10.3 STANDARDS FOR DETERMINING COMMERCIAL REASONABLENESS. Borrower and
Coast agree that a sale or other disposition (collectively, "sale") of any
Collateral which complies with the following standards will conclusively be
deemed to be commercially reasonable:

          (a) Notice of the sale is given to Borrower at least seven (7) days
prior to the sale, and, in the case of a public sale, notice of the sale is
published at least seven (7) days before the sale in a newspaper of general
circulation in the county where the sale is to be conducted;

          (b) Notice of the sale describes the collateral in general,
non-specific terms;

          (c) The sale is conducted at a place designated by Coast, with or
without the Collateral being present;

          (d) The sale commences at any time between 8:00 a.m. and 6:00 p.m Los
Angeles, California time;

          (e) Payment of the purchase price in cash or by cashier's check or
wire transfer is required; and

          (f) With respect to any sale of any of the Collateral, Coast may (but
is not obligated to) direct any prospective purchaser to ascertain directly from
Borrower any and all information concerning the same.

     Coast shall be free to employ other methods of noticing and selling the
Collateral, in its discretion, if they are commercially reasonable.

     10.4 POWER OF ATTORNEY. Borrower grants to Coast an irrevocable power of
attorney coupled with an interest, authorizing and permitting Coast (acting
through any of its employees, attorneys or agents) at any time that there occurs
and exists an Event of Default, at its option, but without obligation, with or
without notice to Borrower, and at Borrower's expense, to do any or all of the
following, in Borrower's name or otherwise, but Coast agrees to exercise the
following powers in a commercially reasonable manner:

          (a) Execute on behalf of Borrower any documents that Coast may, in its
sole discretion, deem advisable in order to perfect and maintain Coast's
security interest in the Collateral, or in order to exercise a right of Borrower
or Coast, or in order to fully consummate all the transactions contemplated
under this Agreement, and all other present and future agreements;

          (b) Execute on behalf of Borrower any document exercising,
transferring or assigning any option to purchase, sell or otherwise dispose of
or to lease (as lessor or lessee) any real or personal property which is part of
Coast's Collateral or in which Coast has an interest;

          (c) Execute on behalf of Borrower, any invoices relating to any
Receivable, any draft against any Account Debtor and any notice to any Account
Debtor, any proof of claim in bankruptcy, any Notice of Lien, claim of
mechanic's, materialman's or other lien, or assignment or satisfaction of
mechanic's, materialman's or other lien;

          (d) Take control in any manner of any cash or non-cash items of
payment or proceeds of Collateral; endorse the name of Borrower upon any
instruments, or documents, evidence of payment or Collateral that may come into
Coast's possession;

          (e) Endorse all checks and other forms of remittances received by
Coast;

          (f) Pay, contest or settle any lien, charge, encumbrance, security
interest and adverse claim in or to any of the Collateral, or any judgment based
thereon, or otherwise take any action to terminate or discharge the same;

          (g) Grant extensions of time to pay, compromise claims and settle
Receivables and General Intangibles for less than face value and execute all
releases and other documents in connection therewith;

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           Coast Business Credit             Loan and Security Agreement

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          (h) Pay any sums required on account of Borrower's taxes or to secure
the release of any liens therefor, or both;

          (i) Settle and adjust, and give releases of, any insurance claim that
relates to any of the Collateral and obtain payment therefor;

          (j) Instruct any third party having custody or control of any books or
records belonging to, or relating to, Borrower to give Coast the same rights of
access and other rights with respect thereto as Coast has under this Agreement;
and

          (k) Take any action or pay any sum required of Borrower pursuant to
this Agreement and any other present or future agreements.

     Any and all sums paid and any and all costs, expenses, liabilities,
obligations and attorneys' fees incurred by Coast (including attorneys' fees and
expenses incurred pursuant to bankruptcy) with respect to the foregoing shall be
added to and become part of the Obligations, and shall be payable on demand.
Coast may charge the foregoing to Borrower's loan account and the foregoing
shall thereafter bear interest at the same rate applicable to the Receivable
Loans. In no event shall Coast's rights under the foregoing power of attorney or
any of Coast's other rights under this Agreement be deemed to indicate that
Coast is in control of the business, management or properties of Borrower.
Borrower shall pay, indemnify, defend, and hold Coast and each of its officers,
directors, employees, counsel, agents, and attorneys-in-fact (each, an
"Indemnified Person") harmless (to the fullest extent permitted by law) from and
against any and all claims, demands, suits, actions, investigations,
proceedings, and damages, and all attorneys fees and disbursements and other
costs and expenses actually incurred in connection therewith (as and when they
are incurred and irrespective of whether suit is brought), at any time asserted
against, imposed upon, or incurred by any of them in connection with or as a
result of or related to the execution, delivery, enforcement, performance, and
administration of this Agreement and any other Loan Documents or the
transactions contemplated herein, and with respect to any investigation,
litigation, or proceeding related to this Agreement, any other Loan Document, or
the use of the proceeds of the credit provided hereunder (irrespective of
whether any Indemnified Person is a party thereto), or any act, omission, event
or circumstance in any manner related thereto (all the foregoing, collectively,
the "Indemnified Liabilities"). Borrower shall have no obligation to any
Indemnified Person hereunder with respect to any Indemnified Liability that a
court of competent jurisdiction finally determines to have resulted from the
gross negligence or willful misconduct of such Indemnified Person. This
provision shall survive the termination of this Agreement and the repayment of
the Obligations.

     10.5 APPLICATION OF PROCEEDS. All proceeds realized as the result of any
sale of the Collateral shall be applied by Coast first to the costs, expenses,
liabilities, obligations and attorneys' fees incurred by Coast in the exercise
of its rights under this Agreement, second to the interest due upon any of the
Obligations, and third to the principal of the Obligations, in such order as
Coast shall determine in its sole discretion. Any surplus shall be paid to
Borrower or other persons legally entitled thereto; Borrower shall remain liable
to Coast for any deficiency. If, Coast, in its sole discretion, directly or
indirectly enters into a deferred payment or other credit transaction with any
purchaser at any sale of Collateral, Coast shall have the option, exercisable at
any time, in its sole discretion, of either reducing the Obligations by the
principal amount of purchase price or deferring the reduction of the Obligations
until the actual receipt by Coast of the cash therefor.

     10.6 REMEDIES CUMULATIVE. In addition to the rights and remedies set forth
in this Agreement, Coast shall have all the other rights and remedies accorded a
secured party in equity, under the Code, and under all other applicable laws,
and under any other instrument or agreement now or in the future entered into
between Coast and Borrower, and all of such rights and remedies are cumulative
and none is exclusive. Exercise or partial exercise by Coast of one or more of
its rights or remedies shall not be deemed an election, nor bar Coast from
subsequent exercise or partial exercise of any other rights or remedies. The
failure or delay of Coast to exercise any rights or remedies shall not operate
as a waiver thereof, but all rights and remedies shall continue in full force
and effect until all of the Obligations have been indefeasibly paid and
performed.

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           Coast Business Credit             Loan and Security Agreement

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11.  GENERAL PROVISIONS.

     11.1 INTEREST COMPUTATION. In computing interest on the Obligations, all
checks, wire transfers and other items of payment received by Coast (including
proceeds of Receivables and payment of the Obligations in full) shall be deemed
applied by Coast on account of the Obligations three (3) Business Days after
receipt by Coast of immediately available funds, and, for purposes of the
foregoing, any such funds received after 10:30 AM Los Angeles, California time,
on any day shall be deemed received on the next Business Day. Coast shall be
entitled to charge Borrower's account for such three (3) Business Days of
"clearance" or "float" at the rate(s) set forth in Section 3 of the Schedule on
all checks, wire transfers and other items received by Coast, regardless of
whether such three (3) Business Days of "clearance" or "float" actually occur,
and shall be deemed to be the equivalent of charging three (3) Business Days of
interest on such collections. This across-the-board three (3) Business Day
clearance or float charge on all collections is acknowledged by the parties to
constitute an integral aspect of the pricing of Coast's financing of Borrower.
Coast shall not, however, be required to credit Borrower's account for the
amount of any item of payment which is unsatisfactory to Coast in its sole
discretion, and Coast may charge Borrower's loan account for the amount of any
item of payment which is returned to Coast unpaid.

     11.2 APPLICATION OF PAYMENTS. Subject to Section 10.5 hereof, all payments
with respect to the Obligations may be applied, and in Coast's sole discretion
reversed and re-applied, to the Obligations, in such order and manner as Coast
shall determine in its sole discretion.

     11.3 CHARGES TO ACCOUNTS. Coast may, in its discretion, require that
Borrower pay monetary Obligations in cash to Coast, or charge them to Borrower's
Loan account, in which event they will bear interest from the date due to the
date paid at the same rate applicable to the Loans.

     11.4 MONTHLY ACCOUNTINGS. Coast shall provide Borrower monthly with an
account of advances, charges, expenses and payments made pursuant to this
Agreement. Such account shall be deemed correct, accurate and binding on
Borrower and an account stated (except for reverses and reapplications of
payments made and corrections of errors discovered by Coast), unless Borrower
notifies Coast in writing to the contrary within thirty (30) days after each
account is rendered, describing the nature of any alleged errors or omissions.

     11.5 NOTICES. All notices to be given under this Agreement shall be in
writing and shall be given either personally or by reputable private delivery
service or by regular first-class mail, facsimile or certified mail return
receipt requested, addressed to Coast or Borrower at the addresses shown in the
heading to this Agreement, or at any other address designated in writing by one
party to the other party. Notices to Coast shall be directed to the Commercial
Finance Division, to the attention of the Division Manager or the Division
Credit Manager. All notices shall be deemed to have been given upon delivery in
the case of notices personally delivered, faxed (at time of confirmation of
transmission), or at the expiration of one (1) Business Day following delivery
to the private delivery service, or two (2) Business Days following the deposit
thereof in the United States mail, with postage prepaid.

     11.6 SEVERABILITY. Should any provision of this Agreement be held by any
court of competent jurisdiction to be void or unenforceable, such defect shall
not affect the remainder of this Agreement, which shall continue in full force
and effect.

     11.7 INTEGRATION. This Agreement and such other written agreements,
documents and instruments as may be executed in connection herewith are the
final, entire and complete agreement between Borrower and Coast and supersede
all prior and contemporaneous negotiations and oral representations and
agreements, all of which are merged and integrated in this Agreement. THERE ARE
NO ORAL UNDERSTANDINGS, REPRESENTATIONS OR AGREEMENTS BETWEEN THE PARTIES WHICH
ARE NOT SET FORTH IN THIS AGREEMENT OR IN OTHER WRITTEN AGREEMENTS SIGNED BY THE
PARTIES IN CONNECTION HEREWITH.

     11.8 WAIVERS. The failure of Coast at any time or times to require Borrower
to strictly comply with any of the provisions of this Agreement or any other
present or future agreement between Borrower and Coast shall not waive or
diminish any right of Coast later to demand and receive strict compliance
therewith. Any waiver of any Default shall not waive or affect any other

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Default, whether prior or subsequent, and whether or not similar. None of the
provisions of this Agreement or any other agreement now or in the future
executed by Borrower and delivered to Coast shall be deemed to have been waived
by any act or knowledge of Coast or its agents or employees, but only by a
specific written waiver signed by an authorized officer of Coast and delivered
to Borrower. Borrower waives demand, protest, notice of protest and notice of
default or dishonor, notice of payment and nonpayment, release, compromise,
settlement, extension or renewal of any commercial paper, instrument, account,
General Intangible, document or guaranty at any time held by Coast on which
Borrower is or may in any way be liable, and notice of any action taken by
Coast, unless expressly required by this Agreement.

     11.9 NO LIABILITY FOR ORDINARY NEGLIGENCE. Neither Coast, nor any of its
directors, officers, employees, agents, attorneys or any other Person affiliated
with or representing Coast shall be liable for any claims, demands, losses or
damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower
or any other party through the ordinary negligence of Coast, or any of its
directors, officers, employees, agents, attorneys or any other Person affiliated
with or representing Coast, but nothing herein shall relieve Coast from
liability for its own gross negligence or willful misconduct.

     11.10 AMENDMENT. The terms and provisions of this Agreement may not be
waived or amended, except in a writing executed by Borrower and a duly
authorized officer of Coast.

     11.11 TIME OF ESSENCE. Time is of the essence in the performance by
Borrower of each and every obligation under this Agreement.

     11.12 ATTORNEYS FEES, COSTS AND CHARGES. Borrower shall reimburse Coast for
all reasonable attorneys' fees (including reasonable attorneys' fees and
expenses incurred pursuant to bankruptcy) and all filing, recording, search,
title insurance, appraisal, audit, and other costs incurred by Coast, pursuant
to, or in connection with, or relating to this Agreement (whether or not a
lawsuit is filed), including, but not limited to, any attorneys' fees and costs
(including attorneys' fees and expenses incurred pursuant to bankruptcy) Coast
incurs in order to do the following: prepare and negotiate this Agreement and
the documents relating to this Agreement; obtain legal advice in connection with
this Agreement or Borrower; enforce, or seek to enforce, any of its rights;
prosecute actions against, or defend actions by, Account Debtors; commence,
intervene in, or defend any action or proceeding; initiate any complaint to be
relieved of the automatic stay in bankruptcy; file or prosecute any probate
claim, bankruptcy claim, third-party claim, or other claim; examine, audit,
copy, and inspect any of the Collateral or any of Borrower's books and records;
protect, obtain possession of, lease, dispose of, or otherwise enforce Coast's
security interest in, the Collateral; and otherwise represent Coast in any
litigation relating to Borrower. If either Coast or Borrower files any lawsuit
against the other predicated on a breach of this Agreement, the prevailing party
in such action shall be entitled to recover its costs and attorneys' fees
(including attorneys' fees and expenses incurred pursuant to bankruptcy),
including (but not limited to) attorneys' fees and costs incurred in the
enforcement of, execution upon or defense of any order, decree, award or
judgment. Borrower shall also pay Coast's standard charges for returned checks
and for wire transfers, in effect from time to time. All attorneys' fees, costs
and charges (including attorneys' fees and expenses incurred pursuant to
bankruptcy) and other fees, costs and charges to which Coast may be entitled
pursuant to this Agreement may be charged by Coast to Borrower's loan account
and shall thereafter bear interest at the same rate as the Receivable Loans.

     11.13 BENEFIT OF AGREEMENT. The provisions of this Agreement shall be
binding upon and inure to the benefit of the respective successors, assigns,
heirs, beneficiaries and representatives of Borrower and Coast; PROVIDED,
HOWEVER, that Borrower may not assign or transfer any of its rights under this
Agreement without the prior written consent of Coast, and any prohibited
assignment shall be void. No consent by Coast to any assignment shall release
Borrower from its liability for the Obligations. Coast may assign its rights and
delegate its duties hereunder by the sale of assignment or participation
interests, all without the consent of Borrower.

     11.14 PUBLICITY. Coast is hereby authorized, at its expense, to issue
appropriate press releases and to cause a tombstone to be published announcing
the consummation of this transaction and the aggregate amount thereof. Borrower
is hereby authorized, at its expense and upon prior consultation with, review
and approval by Coast, to issue appropriate, non-derogatory press releases and
to cause a tombstone to be published announcing the consummation of this
transaction and the aggregate amount thereof.

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     11.15 PARAGRAPH HEADINGS; CONSTRUCTION. Paragraph headings are only used in
this Agreement for convenience. Borrower and Coast acknowledge that the headings
may not describe completely the subject matter of the applicable paragraph, and
the headings shall not be used in any manner to construe, limit, define or
interpret any term or provision of this Agreement. The term "including",
whenever used in this Agreement, shall mean "including (but not limited to)".
This Agreement has been fully reviewed and negotiated between the parties and no
uncertainty or ambiguity in any term or provision of this Agreement shall be
construed strictly against Coast or Borrower under any rule of construction or
otherwise.

     11.16 GOVERNING LAW; JURISDICTION; VENUE. This Agreement and all acts and
transactions hereunder and all rights and obligations of Coast and Borrower
shall be governed by the internal laws of the State of California, without
regard to its conflicts of law principles. As a material part of the
consideration to Coast to enter into this Agreement, Borrower (a) agrees that
all actions and proceedings relating directly or indirectly to this Agreement
shall, at Coast's option, be litigated in courts located within California, and
that the exclusive venue therefor shall be Los Angeles County; (b) consents to
the jurisdiction and venue of any such court and consents to service of process
in any such action or proceeding by personal delivery or any other method
permitted by law; and (c) waives any and all rights Borrower may have to object
to the jurisdiction of any such court, or to transfer or change the venue of any
such action or proceeding.

     11.17 MUTUAL WAIVER OF JURY TRIAL. BORROWER AND COAST EACH HEREBY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF,
OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE
INSTRUMENT OR AGREEMENT BETWEEN COAST AND BORROWER, OR ANY CONDUCT, ACTS OR
OMISSIONS OF COAST OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH COAST OR BORROWER, IN ALL
OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

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BORROWER:

BRISTOL RETAIL SOLUTIONS, INC.

By:/S/ Richard Walker
   ------------------------------------
Name:  Richard Walker
Title: President

BORROWER:

CASH REGISTERS, INC.

By:/S/ Richard Walker
   ------------------------------------
Name:  Richard Walker
Title: Vice President

BORROWER:

SMYTH SYSTEMS, INC.

By:/S/ Richard Walker
   ------------------------------------
Name:  Richard Walker
Title: Vice President

BORROWER:

AUTOMATED RETAIL SYSTEMS, INC.

By:/S/ Richard Walker
   ------------------------------------
Name:  Richard Walker
Title: Vice President

COAST:

COAST BUSINESS CREDIT,
a division of Southern Pacific Bank

By:/S/ Susan G. Dudas
   ------------------------------------
Name:  Susan G. Dudas
Title: Vice President

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           Coast Business Credit             Loan and Security Agreement

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--------------------------------------------------------------------------------
          COAST BUSINESS CREDIT(R)

                                   SCHEDULE TO
                           LOAN AND SECURITY AGREEMENT

BORROWER:      BRISTOL RETAIL SOLUTIONS, INC.
ADDRESS:       5000 BIRCH STREET, SUITE 205
               NEWPORT BEACH, CALIFORNIA 92660

BORROWER:      CASH REGISTERS, INC.
ADDRESS:       503 NORTH MAIN STREET
               LONDON, KENTUCKY 40741

BORROWER:      SMYTH SYSTEMS, INC.
ADDRESS:       7100 WHIPPLE AVENUE, N.W.
               CANTON, OHIO 44711

BORROWER:      AUTOMATED RETAIL SYSTEMS, INC.
ADDRESS:       1437 S. JACKSON
               SEATTLE, WASHINGTON 98144

DATE:          DECEMBER 11, 1997

This Schedule forms an integral part of the Loan and Security Agreement between
Coast Business Credit, a division of Southern Pacific Bank, and the Borrower of
even date.

================================================================================

SECTION 2 - CREDIT FACILITIES

     SECTION 2.1 - CREDIT LIMIT:      Loans in a total amount at any time
                                      outstanding not to exceed the lesser of a
                                      total of FIVE MILLION DOLLARS
                                      ($5,000,000.00) at any one time
                                      outstanding (the "Maximum Dollar Amount"),
                                      or the sum of (a), (b) and (c) below:

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                                      (a)  Receivable Loans in an amount not to
                                           exceed 80% of the amount of
                                           Borrower's Eligible Receivables (as
                                           defined in Section 1 of the
                                           Agreement), which may be increased to
                                           an amount not to exceed 85% if
                                           dilution is less than 5%, PLUS

                                      (b)  Inventory Loans in an amount not to
                                           exceed the lesser of:

                                           (1)  25% of the value of Borrower's
                                                Eligible Inventory (as defined
                                                in Section 1 of the Agreement),
                                                calculated at the lower of cost
                                                or market value and determined
                                                on a first-in, first-out basis,
                                                or

                                           (2)  One Million Dollars
                                                ($1,000,000.00), PLUS

                                      (c)  Acquisition Loans as reasonably
                                           needed by Borrower in furtherance of
                                           its business plan subject to Coast's
                                           standard approval process, including
                                           but not limited to, appraisals,
                                           analysis, business judgment, fees,
                                           due diligence and documentation, in
                                           form and substance acceptable to
                                           Coast.

================================================================================

SECTION 3 - INTEREST AND FEES

     SECTION 3.1 - INTEREST RATE:     A rate equal to the Prime Rate plus 1.75%
                                      per annum, calculated on the basis of a
                                      360-day year for the actual number of days
                                      elapsed.  The interest rate applicable to
                                      all Loans shall be adjusted monthly as of
                                      the first day of each month, and the
                                      interest to be charged for each month
                                      shall be based on the highest Prime Rate
                                      in effect during the prior month, but in
                                      no event shall the rate of interest
                                      charged on any Loans in any month be less
                                      than 9% per annum.

     SECTION 3.1-  INTEREST RATE
                   REDUCTION:         In the event Borrower is not in Default
                                      and (i) receives additional subordinated
                                      debt or an equity contribution of no less
                                      than Six Million Dollars ($6,000,000.00),
                                      or (ii) audited net income for the
                                      immediately preceeding twelve (12) month
                                      calendar year exceeds One Million Dollars
                                      ($1,000,000.00), than the interest rate
                                      described above shall be reduced to the
                                      Prime Rate plus 1.50% per annum.

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     SECTION 3.1 - MINIMUM MONTHLY
                   INTEREST:          An amount equal to the Interest Rate
                                      described above charged against an
                                      outstanding daily loan balance of One
                                      Million Dollars ($1,000,000.00) during
                                      Year 1; and an amount equal to the
                                      Interest Rate described above charged
                                      against an outstanding daily loan balance
                                      of Two Million Dollars ($2,000,000.00)
                                      starting in Year 2 and at all times
                                      thereafter.

     SECTION 3.2 - LOAN FEE:          Fifty Thousand  Dollars ($50,000.00) fully
                                      earned and payable on the Closing Date.

     SECTION 3.2 - FACILITY FEE:      Five Thousand Dollars ($5,000.00) per
                                      quarter, payable on the Closing Date
                                      (prorated for any partial quarter at the
                                      beginning of the term of this Agreement).

     SECTION 9.1 - RENEWAL FEE:       One Half of One Percent (0.5%) of the
                                      Maximum Dollar Amount per year fully
                                      earned and payable at the beginning of
                                      each year commencing in Year 4.

     SECTION 9.2 - EARLY TERMINATION
                   FEE:               In the event the effective date of
                                      termination occurs on or before six (6)
                                      months from the Closing Date, Borrower
                                      shall pay Two Hundred Fifty Thousand
                                      Dollars ($250,000.00). Thereafter, an
                                      amount equal to the greater of (i) an
                                      amount equal to all interest due and
                                      payable during the six (6) months
                                      immediately preceding the effective date
                                      of termination, or (ii) an amount equal
                                      to the average monthly interest due and
                                      payable based on the greater of the six
                                      (6) month monthly interest immediately
                                      preceding the effective date of
                                      termination or, if the effective date of
                                      termination is less than six (6) months
                                      from the initial funding, an amount equal
                                      to the average monthly interest
                                      multiplied by the number of full or
                                      partial months from the effective date of
                                      termination to the Maturity Date will be
                                      due and payable or (iii) an amount equal
                                      to the Minimum Monthly Interest
                                      multiplied by the number of full or
                                      partial months from the effective date of
                                      termination to the Maturity Date.

================================================================================

SECTION 5 - CONDITIONS PRECEDENT

     SECTION 5.2 - MINIMUM AVAILABILITY:   Five Hundred Thousand Dollars
                                           ($500,000.00).

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     SECTION 5.13 -OTHER DOCUMENTS
                   AND AGREEMENTS:    1.   Joint and Several Borrower Rider;
                                      2.   Intercreditor and Subordination
                                           Agreements;
                                      3.   UCC-1 financing statements, fixture
                                           filings and termination statements;
                                      4.   Security Agreements (including those
                                           covering copyrights, patents and
                                           trademarks);
                                      5.   Warrants.

================================================================================

SECTION 6 - REPRESENTATIONS, WARRANTIES AND COVENANTS

     SECTION 6.2 - PRIOR NAMES OF
                   BORROWER:          Bristol Technology Systems, Inc.
                                      Automated Register Systems, Inc.
                                      Bristol Merger Corp.
                                      Micro Data, Inc.
                                      Electronic Business Machines, Inc.
                                      Pacific Cash Register and Computer, Inc.
                                      Smyth Business Systems, Inc.

     SECTION 6.2 - PRIOR TRADE NAMES
                   OF BORROWER:       Pacific Cash Register Company
                                      EBM
                                      Micro Data

     SECTION 6.2 - EXISTING TRADE NAMES
                   OF BORROWER:       CRI
                                      Automated Retail System

     SECTION 6.3 - OTHER LOCATIONS AND
                   ADDRESSES:         See Exhibit.

     SECTION 6.10 -MATERIAL ADVERSE
                   LITIGATION:        In September 1993, a judgment was entered
                                      in Commonwealth of Kentucky, 44th Judicial
                                      Circuit, Bell Circuit Court Case Number
                                      91-CI-429, on behalf of James J. Kreuger,
                                      a former employee of Cash Registers, Inc.
                                      ("CRI"), against CRI and Coye D. King and
                                      Barbara King, former stockholders of CRI,
                                      in the amount of $107,726.00 and accrued
                                      interest. The judgment arises from an
                                      alleged partnership formed by the Kings
                                      and Mr. Kreuger and is currently on
                                      appeal. The former stockholders of CRI
                                      have agreed to pay any and all amounts of
                                      the judgment in excess of $83,000;
                                      provided however, that Bristol Retail
                                      Solutions ,Inc. (the "Company") can only
                                      collect such amounts from the former

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           Coast Business Credit             Loan and Security Agreement

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                                      stockholders by offsetting amounts owed by
                                      CRI and /or the Company to such
                                      stockholders pursuant to (i) the new lease
                                      of the London, Kentucky facility and (ii)
                                      bonus arrangements described in certain
                                      employment agreements between the Company
                                      and the former stockholders.

                                      On or about August 7, 1997 a class action
                                      complaint was filed against the Company
                                      and certain of its officers and directors.
                                      Underwriters for the company's initial
                                      public offering are also named defendants.
                                      The class action plaintiffs are Lincoln
                                      Adair, Antique Prints, Ltd. and Martha
                                      Seamons, on behalf of themselves and all
                                      others similarly situated. The case is
                                      pending in the United States District
                                      Court for the Southern District of New
                                      York as Case Number 97CIV5874. In addition
                                      to seeking themselves declared proper
                                      plaintiffs and having the case certified
                                      as a class action, plaintiffs seek
                                      unspecified monetary damages. Plaintiffs'
                                      complaint alleges claims under the federal
                                      securities laws for alleged
                                      misrepresentation and omissions in
                                      connection with purchases of securities.

     SECTION 6.10 -FUTURE CLAIMS AND
                   LITIGATION:         Borrower will promptly inform Coast in
                                       writing of any claim, proceeding,
                                       litigation or investigation in the future
                                       threatened or instituted by or against
                                       Borrower involving any single claim of
                                       Fifty Thousand Dollars ($50,000.00) or
                                       more, or involving One Hundred Thousand
                                       Dollars ($100,000.00) or
                                       more in the aggregate.

================================================================================

SECTION 8 - ADDITIONAL DUTIES OF BORROWER

     SECTION 8.1 - OTHER PROVISIONS:
                                   1. Borrower shall have no accounts payable
                                      over one hundred twenty (120) days from
                                      invoice date at the time of funding.
                                   2. All of Borrower's applicable taxes shall
                                      be paid and current at the time of funding
                                      and at all times during the Term of the
                                      Loan and Security Agreement.
                                   3. Borrower shall ensure that Coast is
                                      granted a first priority perfected
                                      security interest on all of Borrower's
                                      tangible and intangible assets including,
                                      without limitation, accounts receivables,
                                      inventory, machinery and equipment, and
                                      all other tangible and intangible assets
                                      including patents, trademarks and/or
                                      copyrights.
                                   4. Satisfactory review of service contracts
                                      and lease contracts by Coast's counsel.
                                   5. Termination or release of inventory liens
                                      currently in place by Borrower's primary
                                      vendors (e.g., IBM, Omrom Systems and
                                      Panasonic/Matsushita) in form and
                                      substance satisfactory to Coast's counsel.

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           Coast Business Credit             Loan and Security Agreement

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                                   6. Termination of first security interest on
                                      all of Borrower's assets currently in
                                      place by Coye and Barbara King in form and
                                      substance satisfactory to Coast's counsel.
                                   7. Daily remittances shall be collected via a
                                      lockbox or blocked account basis in form
                                      and substance approved by Coast.
                                   8. Each Borrower shall be jointly and
                                      severally liable for each of the other
                                      Borrower's Loans under the Loan and
                                      Security Agreement.
                                   9. Each Borrower shall guarantee all amounts
                                      due and owing of each and every other
                                      Borrower under the Loan and Security
                                      Agreement.
                                   10.The Collateral of each of Borrower shall
                                      not only secure all amounts due and owing
                                      by that Borrower, but shall secure all
                                      amounts due and owing by each and every
                                      other Borrower under the Loan and Security
                                      Agreement.
                                   11.The Inventory Loans are availability only
                                      at locations that Coast has received a
                                      Landlord Waiver and Agreement in form and
                                      substance acceptable to Coast.
                                   12.Completion of background investigations
                                      on key officers of each Borrower with
                                      results satisfactory to Coast.
                                   13.In the event Borrower obtains floor
                                      planning with terms and conditions
                                      acceptable to Coast, Coast agrees to
                                      subordinate its lien on inventory for the
                                      benefit of the floor planning lender
                                      provided that an intercreditor agreement,
                                      in form and substance acceptable to Coast,
                                      is obtained and the Borrower is not in
                                      Default.

     SECTION 8.2 - INSURANCE:         Subject to the limitations set forth in
                                      Section 8.2 of the Agreement, Coast shall
                                      release to Borrower insurance proceeds
                                      with respect to Equipment totaling less
                                      than Fifty Thousand Dollars ($50,000.00).

     SECTION 8.3 - REPORTING:         Borrower shall provide Coast with the
                                      following:

                                      1.   Monthly Receivable agings, aged by
                                           invoice date, within ten (10) days
                                           after the end of each month.

                                      2.   Monthly accounts payable agings, aged
                                           by invoice date, and outstanding or
                                           held check registers within ten (10)
                                           days after the end of each month.

                                      3.   Monthly perpetual inventory reports
                                           for the Inventory valued on a first-
                                           in, first-out basis at the lower of
                                           cost or market (in accordance with
                                           GAAP) or such other inventory reports
                                           as are reasonably requested by Coast,
                                           all within ten (10) days after the
                                           end of each month. Monthly inventory
                                           reporting shall include a perpetual
                                           report, reconciliation to the general
                                           ledger, aging report, inventory
                                           valuation report and other reports
                                           sorted to Coast's discretion such as
                                           by product category and code/SKU, by
                                           vendor, by highest dollar or other as
                                           may be required by Coast.

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           Coast Business Credit             Loan and Security Agreement

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                                      4.   Monthly internally prepared financial
                                           statements, as soon as available, and
                                           in any event within thirty (30) days
                                           after the end of each month.

                                      5.   Quarterly internally prepared
                                           financial statements, as soon as
                                           available, and in any event within
                                           forty-five (45) days after the end of
                                           each fiscal quarter of Borrower.

                                      6.   Quarterly prepared financial
                                           statements filed on form 10Q with the
                                           Securities Exchange Commission
                                           pursuant to the Securities Exchange
                                           Act of 1934, within ten (10) days of
                                           the applicable filing due date.

                                      7.   Quarterly customer lists, including
                                           customer name, address, and phone
                                           number.

                                      8.   Annual financial statements, as soon
                                           as available, and in any event within
                                           ninety (90) days following the end of
                                           Borrower's fiscal year, containing
                                           the unqualified opinion of, and
                                           certified by, an independent
                                           certified public accountant
                                           acceptable to Coast.

                                      9.   Annual financial statements filed on
                                           Form 10K with the Securities Exchange
                                           Commission pursuant to the Securities
                                           Exchange Act of 1934, within ten (10)
                                           days of the applicable filing due
                                           date.

     SECTION 8.5 - NEGATIVE COVENANTS
                   (ACQUIRED ASSETS): Fifty Thousand Dollars ($50,000.00)

================================================================================

SECTION 9 - TERM

     SECTION 9.1 - MATURITY DATE:      December 31, 2000, subject to automatic
                                       renewal as provided in Section 9.1 of the
                                       Agreement, and early termination as
                                       provided in Section 9.2 of the Agreement.

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