<PAGE>
                                                                 EXHIBIT 10.10

                               LOAN AGREEMENT

       THIS AGREEMENT, made as of the _____ day of _____________, 1998, by 
and between EXCELSIOR-HENDERSON MOTORCYCLE MANUFACTURING COMPANY,  a 
Minnesota corporation  ("Borrower") whose address is 805 Hanlon Drive, Belle 
Plaine, Minnesota 56011, and DAKOTA BANK, a state banking association, with 
its main banking office located at 1060 Dakota Drive, Mendota Heights, 
Minnesota 55120 ("Bank").

                            W I T N E S S E T H:

       WHEREAS, the Borrower has requested the Bank to extend a Five Million 
Dollar ($5,000,000.00) multi-advance working capital loan to Borrower 
("Loan") to provide:  operating capital for the build up of Borrower's 
inventory and accounts receivable; capital for the purchase of manufacturing 
equipment; and cash for the payment of loan origination costs;

       WHEREAS, the initial term of the Loan will require interest only 
payments for a period not to exceed eighteen months.  During such initial 
period, advances will be drawn by Borrower up to a multi-advance limit of 
$5,000,000.00.  Once the Loan proceeds have been fully drawn or at eighteen 
months, whichever is sooner, the Loan will be fully amortized over sixty 
months. 

       WHEREAS, the Bank is willing and prepared to extend the Loan to the 
Borrower, upon the terms and subject to the conditions hereinafter set forth;

       NOW, THEREFORE, in consideration of the foregoing premises and the 
mutual covenants herein contained and for other good and valuable 
consideration, the receipt and sufficiency of which are hereby acknowledged, 
the parties hereto agree as follows:

       1.      GENERAL.  Subject to and upon the terms, covenants and 
conditions hereinafter set forth, the Bank hereby agrees to make Loan 
advances to the Borrower two times monthly up to and including July 1, 2000 
("Draw Expiration Date"), or until the occurrence of any Event of Default (as 
hereinafter defined), whichever first occurs.  The sum total of requests 
shall not exceed the sum of Five Million Dollars ($5,000,000.00).  The 
obligation of the Bank to make Loan advances under this Section 1 to the 
Borrower up to an aggregate principal amount at any one time outstanding 
equal to the Loan is hereinafter referred to as the "Multi-Advance 
Commitment".  Commencing on the Draw Expiration Date the sum total of all 
Loan advances made to Borrower shall be fully repaid by Borrower in equal 
monthly installments over sixty months. Monthly payments may be recalculated 
from time to time by Bank to prevent negative amortization of the remaining 
Loan balance.

       2.      PROMISSORY NOTE.  The obligation of the Borrower to repay the 
Loan shall be evidenced by that certain Promissory Note ("Note") of even date 
herewith executed by the Borrower.  Reference is hereby made to the Note for 
the terms thereof relating to maturity, repayment schedule, interest rate and 
other matters governing the repayment of the Loan.  Notwithstanding any 
provision of the Note, however, interest shall be payable at the variable 
rate 

                                   1

<PAGE>
                                                                  EXHIBIT 10.10

provided for therein (Prime Rate of interest published by the Wall Street 
Journal - Midwest Edition plus one-half percent) only on such portion of the 
Loan proceeds as actually have been disbursed hereunder pursuant to Section 1 
hereof and remain unpaid.

       3.      MANNER OF BORROWING UNDER  LOAN.  Each time the Borrower 
desires to obtain a loan pursuant to the Multi-Advance Commitment, the 
Borrower shall request such loan in writing (i) by the Chief Financial 
Officer of the Borrower; or (ii) by any person designated as the Borrower's 
agent by resolution of the Borrower's Board of Directors delivered to the 
Bank.  Each such request must specify the date of the requested advance and 
the amount thereof and shall include evidence (in the form of a certificate 
with supporting documentation reasonably acceptable to Bank) of discounted 
collateral values as more specifically described herein.  The sum of all 
outstanding Loan advances shall be limited to the aggregate of:

       A.      Eighty percent (80%) of Eligible Receivables (defined as accounts
               receivable of Borrower less than ninety days old, exclusive of
               foreign receivables and inter-company receivables and receivables
               pledged to or financed by another lender);

       B.      Eighty percent (80%) of Eligible Equipment (defined as the book
               value on any new or used equipment including tooling equipment of
               Borrower which is unencumbered by any lien creditor and which is
               pledged to the Bank); and

       C.      Seventy percent (70%) of Eligible Inventory (defined as raw
               materials, work-in-process, parts and finished goods valued at
               Borrower's cost as reported in Borrower's financial statements).

       4.      LOAN DOCUMENTS/COLLATERAL.  As a condition precedent to the 
establishment of the Multi-Advance Commitment of the Bank and the agreement 
of the Bank to make and disburse the Loan, Borrower and Bank acknowledge that 
the following agreements and documents have been executed and/or delivered to 
the Bank:

       A.      SECURITY AGREEMENT.  A duly executed Security Agreement
               ("Security Agreement") pursuant to which the Bank has been
               granted a valid and perfected security interest in and to the
               following assets of Borrower:  accounts receivable; inventories
               and unencumbered fixed assets of Borrower as described on Exhibit
               "A" (hereinafter the "Collateral").

       B.      UCC-1 FINANCING STATEMENTS.  UCC-1 Financing Statements to be
               filed at the Minnesota Secretary of State and, under certain
               circumstances, the Scott County, Minnesota Recorder's Office.

       C.      GUARANTY.  The Guaranty of the U. S. Department of Agriculture
               under the Rural Development Business and Industry Loan Guaranty
               Program, in form and content reasonably acceptable to Bank,
               guarantying payment of eighty percent (80%) of the Loan when due,
               of the Borrower's obligations ("Guaranty").

                                      2

<PAGE>
                                                                  EXHIBIT 10.10

       D.      CERTIFICATE OF GOOD STANDING.  Certificate of Good Standing
               issued by the Minnesota Secretary of State dated within seven
               days of the date of this Agreement.

       E.      CORPORATE RESOLUTION.  A Resolution of Borrower authorizing
               certain officers of Borrower to execute the Borrower Documents.

       F.      OPINION OF BORROWER'S COUNSEL.  A legal opinion executed by
               Borrower's Attorney, in form and content acceptable to Bank
               relating to Borrower's corporate existence, authority to execute
               the Borrower Documents, the enforceability of the Borrower
               Documents, and whether the Borrower Documents violate any
               obligation of Borrower.

       G.      TAX LIEN AND UCC SEARCHES.  Updated tax lien and UCC searches
               covering Borrower.

       This Agreement, the Note and the documents referenced in this Section 
are sometimes hereinafter collectively referred to as the "Borrower 
Documents".

       5.      REPRESENTATIONS.  In order to induce the Bank to make Loan 
advances hereunder, the Borrower hereby warrants and represents to the Bank 
as follows:

       A.      CORPORATE EXISTENCE AND POWER.  The Borrower is a corporation
               duly organized and validly existing in the State of Minnesota,
               and is fully qualified to do business and is in good standing in
               the State of Minnesota, and has all requisite power and authority
               to carry on its business as now conducted and as presently
               proposed to be conducted.

       B.      CORPORATE AUTHORITY.  The Borrower has full power and authority
               to execute and deliver the Borrower Documents and to incur and
               perform obligations set forth in this Agreement and in the
               Borrower Documents; the execution, delivery and performance by
               the Borrower of the Borrower Documents and any and all other
               documents and transactions contemplated hereby or thereby, has
               been duly authorized by all necessary corporate action, will not
               violate any provision of law, the Articles of Incorporation or
               Bylaws of the Borrower, or any obligation of Borrower to any
               third party.

       C.      ENFORCEABILITY.  The Borrower Documents each constitute the
               legal, valid and binding obligations of the Borrower enforceable
               in accordance with their respective terms.

       D.      FINANCIAL CONDITION.  The audited financial statements of the
               Borrower dated as of January 3, 1998, and heretofore furnished to
               the Bank are complete and correct in all respects and fairly
               represent the financial condition of the Borrower at the dates of
               such statements and the results of its operations for the period
               ended on 

                                      3

<PAGE>
                                                                  EXHIBIT 10.10



               said date, and have been prepared in accordance with generally 
               accepted accounting principles, consistently applied.

       E.      LITIGATION.  There is no action, suit or proceeding pending or
               threatened against or affecting the Borrower which, if adversely
               determined, would have a material adverse effect on the condition
               (financial or otherwise), business, properties or assets of the
               Borrower, except as otherwise reported.

       F.      TAXES.  The Borrower has filed all tax returns required to be
               filed and either paid all taxes shown thereon to be due,
               including interest and penalties, which are not being contested
               in good faith and by appropriate proceedings, or provided
               adequate reserves for payment thereof, and none of them have any
               information or knowledge of any objections to or claims for
               additional taxes in respect of federal income or excess profits
               tax returns for prior years.

       G.      TITLES, ETC.  The Borrower has good title to the Collateral free
               and clear of all mortgages, liens and encumbrances, and except
               such liens and encumbrances as may from time to time be consented
               to in writing by the Bank (hereinafter collectively referred to
               as "Permitted Interests").

       6.      COVENANTS OF THE BORROWER:  On and after the date hereof and 
until the payment in full of the Loan evidenced by the Note and the 
performance of all other obligations of the Borrower hereunder, and so long 
as any portion of the Multi-Advance Commitment of the Bank remains in full 
force and effect, the Borrower agrees that, unless the Bank shall otherwise 
consent in writing:

       A.      FINANCIAL STATEMENTS; OTHER INFORMATION.  The Borrower shall
               deliver to the Bank

               (1)     as soon as available and in any event within forty-five
                       days after the end of each fiscal quarter of the 
                       Borrower, unaudited consolidated balance sheets of the 
                       Borrower as of the end of such period and related 
                       statements of  operations of the Borrower for such 
                       period and for the year to date, all in reasonable 
                       detail and stating in comparative form the figures for 
                       the corresponding period in the previous year;

               (2)     as soon as available and in any event within ninety days
                       of Borrower's fiscal year, Annual Audited Fiscal Year 
                       End Financial Statements of the Borrower prepared in 
                       accordance with generally accepted accounting 
                       principles, consistently applied; 

               (3)     All SEC filings/press releases relating Borrower's 
                       business operations within seven days of filing or 
                       release as the case may be;

                                      4

<PAGE>
                                                                  EXHIBIT 10.10



               (4)     Annual budget/projections of Borrower, as internally 
                       generated, for Borrower's next fiscal year by the end 
                       of Borrower's current fiscal year; and

               (5)     such other information respecting the financial 
                       condition and results of operations of the Borrower 
                       as the Bank may from time to time reasonably request.

       B.      TAXES AND CLAIMS.  The Borrower shall pay and discharge all
               taxes, assessments and governmental charges or levies imposed
               upon it or upon its income or profits, or upon any of its assets
               or properties, prior to the date on which penalties attach
               thereto, and all lawful claims which, if unpaid, might become a
               lien or charge upon the property or assets of the Borrower.

       C.      INSURANCE.  The Borrower shall maintain insurance coverage with
               responsible insurance companies licensed to do business in the
               State of Minnesota in such amounts against such risks as is
               requested by the Bank or as required by law, including, without
               limitation, property, comprehensive general public liability,
               product liability and business interruption insurance, and
               worker's compensation or similar insurance.  The Borrower shall
               furnish, to the Bank, upon written request, full information and
               written evidence as to the insurance maintained by the Borrower.

       D.      LITIGATION.  The Borrower shall promptly give to the Bank notice
               in writing of all litigation and of all proceedings by or before
               any court or governmental or regulatory agency affecting the
               Borrower, except litigation or proceedings which, if adversely
               determined, would not materially affect the financial condition
               or business of the Borrower.

       E.      LIENS.  The Borrower will not create, incur, assume or suffer to
               exist any mortgage, deed of trust, pledge, lien, security
               interest, or other charge or encumbrance on any of its assets
               covered by the Bank's security interest without the prior written
               consent of the Bank, other then liens in existence prior to the
               date of this Agreement and purchase money security interest liens
               arising pursuant to Section 6K hereof.

       F.      SALE OF ASSETS.  The Borrower will not sell, lease, assign,
               transfer or otherwise dispose of all or a substantial part of its
               assets to any other person or entity other than in the ordinary
               course of business; PROVIDED, HOWEVER, that Borrower may sell
               accounts receivable to an accounts receivable financier, in
               accordance with the term of an agreement with such financier,
               which such terms and conditions have been disclosed to and
               approved by the Bank.

                                      5

<PAGE>
                                                                  EXHIBIT 10.10



       G.      ACCESS.  The Borrower shall grant to the Bank and the USDA access
               to the Borrower's premises at any reasonable time in order to
               inspect the Collateral and the Borrower's property and business.

       H.      TRANSFER OF COLLATERAL.  The Borrower shall not sell, dispose of,
               lease, mortgage, assign, sublet or transfer any of its right,
               title or interest in or the Collateral without the prior written
               consent of the Bank, except that the Borrower may dispose of worn
               out or obsolete equipment, may sell and replace any item of
               Collateral with equipment of a like kind and grade, may sell
               accounts receivables to an accounts receivable financier and the
               Borrower may sell Collateral consisting of inventory in the
               ordinary course of Borrower's business.

       I.      USE OF PROCEEDS.  Sums advanced to the Borrower under the Loan
               shall only be used to provide operating capital for the build up
               of inventory, accounts receivable, for the purchase of
               manufacturing equipment, and for costs related to obtaining this
               loan.

       J.      MAINTENANCE OF TANGIBLE NET WORTH.  Borrower shall maintain a
               Tangible Net Worth equal to at least twenty percent (20%) of
               Total Assets for the term of this Agreement.  "Total Assets"
               shall mean the sum of all assets of Borrower as reported on
               Borrower's financial statements.  "Tangible Net Worth" shall mean
               the difference between total tangible assets and total
               liabilities as reported on a financial statement prepared in
               accordance with this Agreement.

       K.      ADDITIONAL DEBT LIMITATIONS.  During the term of this Agreement,
               Borrower and Borrower's subsidiaries shall not incur any
               additional debt and shall not assume liabilities or obligations
               of any entity or person without the written consent of the Bank. 
               Notwithstanding the foregoing, the Borrower may incur the
               following debt:

               (1)     this loan;

               (2)     debt existing as of the date of this Loan Agreement;
       
               (3)     debt incurred by Borrower to refinance or exchange
                       existing debt of Borrower;
       
               (4)     debt incurred by Borrower or any subsidiary of Borrower
                       in connection with providing customer or dealer 
                       financing for the purchase of Borrower's product;
       
               (5)     other debt of Borrower provided that in its fiscal year
                       1999 and fiscal years subsequent thereto, Borrower 
                       maintains a debt service coverage ratio at least 1.25.
                       Debt service coverage ratio shall be calculated by 
                       dividing the sum of net income after tax, plus 
                       depreciation, amortization and 


                                      6

<PAGE>
                                                                  EXHIBIT 10.10


                       interest expense by the sum of interest and total 
                       current maturities of long-term debt and capital 
                       leases; and
       
               (6)     purchase money security interest debt in an amount not 
                       to exceed $250,000.00 per fiscal year.  

       L.      DIVIDEND PAYMENTS TO SHAREHOLDERS.  This Agreement contains no
               restriction on dividend payments to shareholders of Borrower.

       M.      LIMITATION ON COMPENSATION OF OFFICERS.  This Agreement does not
               limit the compensation of officers of Borrower.

       N.      CURRENT RATIO.  The minimum current ratio maintained at all times
               shall be 1.0 to 1.  Minimum current ratio shall be determined by
               dividing current assets by current liabilities.

       O.      MAXIMUM DEBT TO NET WORTH RATIO.  The maximum debt to net worth
               ratio shall not exceed 4 to 1.  The debt to net worth ratio is
               determined by dividing total liabilities by tangible net worth.

       P.      SUBSEQUENT AMENDMENT RELATING TO ENVIRONMENTAL IMPACTS.  This
               Agreement shall be subject to subsequent amendment as required by
               the USDA to establish obligations upon Borrower to avoid or
               reduce adverse environmental impact resulting from the
               construction of Borrower's facility or from the business
               operations of Borrower.

       7.      EVENTS OF DEFAULT; REMEDIES.  Any one or more of the following 
events shall constitute an Event of Default:

       A.      the Borrower shall fail to pay, when due, any amounts required to
               be paid by the Borrower under any of the Borrower Documents, or
               any other indebtedness of the Borrower to the Bank for a period
               of ten (10) days after written notice to Borrower specifying such
               default and requesting that it be remedied within such time
               period; 

       B.      the Borrower shall be in default in the performance of any
               covenant, condition, obligation or agreement under any other
               document or instrument heretofore or hereafter executed and
               delivered to the Bank and such default is not cured within the
               period, if any, allowed by such documents for the cure thereof;

       C.      the Borrower shall fail to observe or perform any of the
               covenants, conditions, obligations or agreements to be observed
               or performed by it under this Agreement, the Borrower Documents
               or any of the documents related hereto for a period of thirty
               (30) days after written notice to Borrower, specifying such
               default and requesting that it be remedied within such time
               period (other than defaults 


                                      7

<PAGE>
                                                                  EXHIBIT 10.10

               which can be cured by a money payment) provided that such party 
               is proceeding with reasonable diligence to remedy the same;

       D.      the Borrower shall file a petition in bankruptcy or for
               reorganization or for an arrangement pursuant to any present or
               future state or federal bankruptcy act or under any similar
               federal or state law, or shall be adjudicated as bankrupt or
               insolvent, or shall make a general assignment for the benefit of
               its creditors, or shall be unable to pay its debts generally as
               they become due; or if a petition or answer proposing the
               adjudication of the Borrower as bankrupt or its/their
               reorganization under any present or future state or federal
               bankruptcy act or any similar federal or state law shall be filed
               in any court and such petition or answer shall not be discharged
               or denied within thirty (30) days after the filing thereof; or if
               a receiver, trustee or liquidator of the Borrower or of all or
               substantially all of the assets of the Borrower, Borrower be
               appointed in any proceeding brought against the Borrower and
               shall not be discharged within thirty (30) days of each
               appointment; or if the Borrower shall consent to or acquiesce in
               such appointment;

       E.      the Borrower shall be or become insolvent (whether in the equity
               or bankruptcy sense); 

       F.      any representation or warranty made by the Borrower or the
               Guarantor in this Agreement, the Borrower Documents or the
               Guaranty or the documents related hereto shall prove to be untrue
               or misleading in any material respect, or any statement,
               certificate or report furnished hereunder or under any of the
               foregoing documents by or on behalf of any such party shall prove
               to be untrue or misleading in any material respect on the date
               when the facts set forth and recited therein are stated or
               certified;

       G.      the Borrower shall liquidate, wind up, dissolve, merge, terminate
               or suspend its business operations, or sell all or substantially
               all of its assets, without the prior written consent of the Bank;

       H.      the Borrower shall fail to pay, withhold, collect or remit any
               tax or tax deficiency when assessed or due or notice of any state
               or federal tax lien shall be filed or issued;

       I.      any property of the Borrower shall be garnished, levied upon, or
               attached in any proceeding and such garnishment or attachment
               shall remain undischarged for a period of thirty days during
               which execution has not effectively stayed;

       J.      except as permitted herein, the Borrower shall sell, transfer,
               assign or otherwise dispose of all or any part of or any interest
               in any property subject to any security agreement securing the
               Note, or agree to any of the foregoing, without the prior written
               consent of the Bank; or


                                      8

<PAGE>
                                                                  EXHIBIT 10.10

       K.      any change in the condition of the Borrower which, in the
               reasonable opinion of the Bank, materially increases its risk
               with respect to the Borrower Documents or the Guaranty, or any
               documents or agreements related hereto or thereto, or the Bank
               otherwise in good faith deems itself insecure for any reason with
               respect to the payment of the Note.

Upon the occurrence and continuation of an Event of Default, any one or more 
of the following remedial steps may be taken by the Bank:

               (1)     Bank may, after the expiration of applicable cure 
                       periods following written notice by Bank, declare 
                       all or part of the principal balance of the Note 
                       plus accrued interest thereon to be immediately due 
                       and payable, whereupon the same shall become immediately
                       due and payable by the Borrower; 
       
               (2)     the Bank may take whatever action at law or in equity 
                       as may appear necessary or appropriate to collect the 
                       amounts then due and thereafter to become due under the 
                       Note, this Agreement and the documents related hereto;
       
               (3)     the Bank may take whatever action in law or in equity 
                       as may appear necessary or appropriate to collect any 
                       other amounts then due and thereafter to become due under
                       this Agreement and the documents related hereto and to 
                       enforce performance and observance of any obligation, 
                       agreement, or covenant of the Borrower thereunder; and
       
               (4)     the Bank may take whatever action in law or in equity 
                       as may appear necessary or appropriate to enforce its 
                       rights with respect to the collateral securing the Note.
       
       8.      NOTICES.  All notices, consents, requests, demands and other 
communications hereunder shall be in writing and shall be deemed to have been 
duly given when delivered by mail, postage prepaid, first class, certified or 
registered mail, return receipt requested, to the following address or such 
other address of which a party subsequently may give notice to all the other 
parties (provided, however, that notices to the Bank shall not be effective 
until received by the Bank):

               IF TO BANK:                   Dakota Bank
                                             ATTENTION:  JOHN P. SEIDEL
                                             1060 Dakota Drive
                                             Mendota Heights, MN  55120

               IF TO THE BORROWER:           Excelsior-Henderson
                                             Motorcycle Manufacturing Company

                                      9

<PAGE>
                                                                  EXHIBIT 10.10


                                             ATTENTION:  THOMAS M. ROOTNESS,
                                             SENIOR VICE PRESIDENT OF FINANCE 
                                             AND ADMINISTRATION
                                             805 Hanlon Drive
                                             Belle Plaine, MN  56011

       9.      MISCELLANEOUS.

       A.      WAIVERS, ETC.  No failure on the part of the Bank to exercise,
               and no delay in exercising, any right or remedy hereunder or
               under applicable law or any document or agreement related hereto
               shall operate as a waiver thereof; nor shall any single or
               partial exercise of any such right or remedy preclude any other
               or further exercise thereof or the exercise of any other right or
               remedy. The remedies herein provided are cumulative and not
               exclusive of any remedies provided by law.

       B.      EXPENSES.  The Borrower shall reimburse the Bank for any and all
               costs and expenses, including, without limitation, attorneys'
               fees, paid or incurred by either the Bank in connection with the
               preparation of the enforcement by the Bank during the term hereof
               of thereafter or any of the rights or remedies of the Bank under
               any of the foregoing documents, instruments or agreements of
               under applicable law, whether or not suit is filed with respect
               thereto.

       C.      AMENDMENTS, ETC.  The Borrower Documents may not be amended or
               modified except by written instruments signed by the Bank and the
               Borrower.

       D.      SUCCESSORS.  This Agreement shall be binding upon and inure to
               the benefit of the Borrower and the Bank and their respective
               successors and assigns; provided, however, that the Borrower may
               not transfer or assign its rights to borrow hereunder without the
               prior written consent of the Bank.

       E.      ACCOUNTING.  Unless otherwise expressly provided herein, or
               unless the Bank otherwise consents in writing, all accounting
               terms used herein which are not expressly defined in this
               Agreement shall have the meanings respectively given to them in
               accordance with generally accepted accounting principles and
               audited financial statements and reports furnished to the Bank
               hereunder shall be prepared, and all computations and
               determinations pursuant hereto shall be made, in accordance with
               generally accepted accounting principles and practices, applied
               on a basis not materially inconsistent with that applied in
               preparing the respective financial statements referred to in
               Sections 5D hereof.

       F.      GOVERNING LAW.  Except as otherwise expressly provided therein,
               the Borrower Documents, and all other agreements related hereto,
               shall be construed in accordance with and governed by the laws of
               the State of Minnesota.


                                      10

<PAGE>
                                                                  EXHIBIT 10.10


       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to 
be duly executed and delivered as of the day and year first above written.

DAKOTA BANK                             EXCELSIOR-HENDERSON    
                                        MOTORCYCLE MANUFACTURING COMPANY


By:                                     By: 
   ----------------------------------       -----------------------------------
       David M. Carlson                        Thomas M. Rootness
       Its Executive Vice President            Its Senior Vice President of 
                                               Finance and Administration and 
                                               Chief Financial Officer


                                      11

<PAGE>
                                                                  EXHIBIT 10.10


                                    EXHIBIT "A"
                                         TO
                                   LOAN AGREEMENT

                                     COLLATERAL

(a)    All accounts receivable, contract rights and rights to payment in money
       or in kind for goods sold or leased or for services rendered; all
       returned or repossessed goods arising from or relating to any account,
       contract rights, or rights to payment; and any rights of Borrower as an
       unpaid seller of goods or services, which may now exist or which are
       hereafter acquired, together with all proceeds and products of the
       foregoing; 
       
(b)    All inventory (goods, merchandise, and other personal property) which
       are held for sale, lease or otherwise in connection with Borrower's
       operations, or furnished or to be furnished under any contract of
       service or are raw materials, work-in-process, supplies, or materials
       used or consumed in Borrower's operations, and any right of Borrower as
       an unpaid seller of goods or services; and
       
(c)    All equipment, machinery and other fixed assets of Borrower pledged by
       Borrower to Bank pursuant to the terms of the Security Agreement.


                                        12