EXHIBIT 10.1



                                 LOAN AGREEMENT

                                     BETWEEN

                      CENTIV, INC., A DELAWARE CORPORATION


                                       AND

                                COLE TAYLOR BANK
                                    AS LENDER

<PAGE>

This  Loan  Agreement ("Agreement") is dated as of June 12, 2002, by and between
CENTIV,  INC.,  a  Delaware  corporation  ("Borrower")  and  COLE  TAYLOR  BANK
("Lender").

                                    RECITALS
                                    --------

     1.1     Borrower  has  requested  that  Lender  provide a line of credit to
Borrower  in  the maximum principal amount of $2,000,000.00 to provide funds for
working capital purposes and Lender has agreed to make said loans subject to the
terms  and  conditions  set  forth  herein.

     1.2     In  consideration of the mutual agreements set forth herein and for
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  Borrower  and  Lender  agree  as  follows:

     2.0     DEFINITIONS.  As  used in this Agreement, the following terms shall
             -----------
have  the  following  meanings:

     2.1     "Applicable Laws" shall mean all laws, statutes, ordinances, rules,
regulations,  judgments,  decrees  or  orders  of  any  state,  federal or local
government or agency which are applicable to the Borrower and/or the Collateral.

     2.2     "Business Day" shall mean each day excluding Saturdays, Sundays and
any  other  day  on  which  Lender  is  closed  for  business  to  the  public.

     2.3     "Closing  Date"  shall  mean  June  12,  2002.

     2.4     "Collateral"  shall  mean  all  collateral  and  assets  granted as
security  for  the Loan, whether granted directly or indirectly, whether granted
now  or  in  the  future,  including,  but  in  no  way  limited to the accounts
receivable,  inventory,  equipment, furniture and fixtures of Borrower, wherever
located.

     2.5     "Debt"  shall  mean  all  current  and  long  term  loans, accounts
payable,  loans  from  shareholders  and  all  other  indebtedness  of Borrower.

     2.6     "Debt  Service  Coverage  Ratio"  shall  be defined as the book net
income  (less distributions) plus taxes, depreciation, amortization and interest
expenses  divided by total debt service requirements for the year to date period
then  ending  of  the  principal  and  interest payments on all Debt of Borrower
including,  but  not  limited  to  the  interest  payments  on  the  Note.

     2.7     "Debt to Tangible Net Worth Ratio" shall be defined as the ratio of
all  short and long term debt of Borrower to Tangible Net Worth of Borrower, all
as  reasonably  determined by Lender in accordance with its custom and practice.

     2.8     "Default  Rate"  shall  mean  the  Loan  Rate plus Four percent
(4%) per annum.
                                        2
<PAGE>
     2.9     "Eligible Accounts Receivable" shall mean those accounts receivable
that  are  less  than  ninety  (90)  days  old  as measured from the date of the
original  invoice  giving  rise  to such account receivable and subject to a 25%
cross-aging  analysis.

     2.10     "Event  of  Default"  shall  have  the  meaning  ascribed to it in
Article  10  of  this  Agreement.

2.11     "Inventory"  shall  have  the  meaning  as  set  forth  in  the Uniform
Commercial  Code  as  in  effect  from  time  to  time in the State of Illinois.

     2.12     "Initial  Advance"  shall mean the first draw or disbursement made
from  the  proceeds  of  the  Loan.

     2.13     "Initial  Loan  Amount"  shall  have the meaning ascribed to it in
Article  3  of  this  Agreement.

     2.14     "Loan"  shall  mean  the loan from Lender to Borrower in an amount
not  to  exceed $2,000,000.00 in the aggregate which is to be disbursed pursuant
to  this  Agreement and which loan shall otherwise be governed by the provisions
hereof.

     2.15     "Loan  Advance"  shall mean a disbursement of all or any portion
of the Loan.

     2.16     "Loan Documents" shall mean this Agreement, the Note, the Security
Agreement,  Uniform  Commercial Code financing statements, Opinion of Borrower's
Counsel,  Borrower's  Certificate  and  every  other  document  now or hereafter
evidencing,  securing  or  otherwise  executed  in  conjunction  with  the Loan,
together  with  all  amendments  and  modifications  thereof.

     2.17     "Loan Expenses" shall mean the reasonable expenses, charges, costs
(including  both  hard  costs  and  soft costs) and fees relating to the making,
administration,  negotiation,  documentation  or  any  other aspect of the Loan,
including,  without limitation, Lender's reasonable attorneys' fees and costs in
connection  with the negotiation, documentation and enforcement of the Loan, all
recording  fees  and  charges,  fees  of  insurance  consultants,  and all other
reasonable  costs,  expenses, charges and fees referred to in or necessitated by
the  terms  of  this  Agreement  or  any  of  the  other  Loan  Documents.

     2.18     "Loan Rate" shall mean an annual rate of interest equal to "Prime"
plus  one  percent  (1%).  Notwithstanding the foregoing, the Loan Rate shall be
reduced to "Prime" plus one-half percent (1/2%) if the Borrower satisfies all of
the  following  conditions:

(a)  Borrower shall maintain a Tangible Net Worth Ratio, as reasonably
     determined by Lender in accordance with its custom and practice, of not
     less than Three Million and 00/100 Dollars ($3,000,000.00).

(b)  Borrower's Debt to Tangible Net Worth does not exceed 3.00:1.

                                        3
<PAGE>
(c)  Borrower shall maintain minimum monthly earnings before interest, taxes,
     depreciation and amortization ("EBITDA") of One Hundred Thousand and 00/100
     Dollars ($100,000.00) for six (6) consecutive months.

"Prime"  or "P" shall mean the "Prime Rate," which at any time, and from time to
time,  shall  be  the rate of interest then most recently announced by Lender as
its  Prime Rate, which is not necessarily Lender's lowest or most favorable rate
of  interest at any one time. Each change in the interest rate hereon shall take
effect  on  the effective date of the change in the Prime Rate. Lender shall not
be  obligated  to  give  notice  of  any  change  in  the  Prime  Rate.

     2.19     "Maturity  Date"  shall  mean  June  30,  2004.

     2.20     "Maximum  Loan  Amount"  shall  have the meaning ascribed to it in
Article  3  of  this  Agreement.

     2.21     "Note" shall mean the Revolving Credit Note evidencing the Loan to
be  made by Centiv, Inc. payable to the order of Lender in the maximum principal
amount of Two Million and 00/100 Dollars ($2,000,000.00); all as the same may be
hereafter  amended  or  otherwise  modified  from  time  to  time.

     2.22     "Obligors"  shall  mean  each  individual  or  entity  comprising
Borrower.

     2.23     "Person"  shall  mean  any individual, firm, corporation, business
enterprise, trust, association, joint venture, partnership, governmental body or
other  entity,  whether  acting  in  an individual, fiduciary or other capacity.

     2.24     "Principal Balance" shall mean the unpaid principal balance of
the Loan outstanding  from  time  to  time.

     2.25     "Security Agreement" shall mean the security agreement encumbering
the  Collateral to be made by Borrower to Lender to secure the Loan, as the same
may  be  hereafter  amended  or  otherwise  modified  from  time  to  time.

      2.26     "Tangible  Net  Worth"  shall  mean  the  book value of common
stock  of  Borrower  plus  retained  earnings  and  subordinated  debt  and less
intangible assets, e.g. goodwill and loans to shareholders, all as calculated in
accordance with generally accepted accounting principles. In addition, any loans
to  shareholders or employees of Borrower shall be considered intangible for the
purposes  hereof  and  shall  not  be  included  as  an  asset  of  Borrower.

     2.27     "Unmatured  Default" shall mean an event or circumstance that with
the giving of notice, the passage of time, or both, would constitute an Event of
Default.

3.     COMMITMENT  TO  LEND.
       --------------------
                                        4
<PAGE>
3.1     Loan  Amount.
        ------------

A.     Initial  Loan  Amount.  Lender  agrees  to lend to Borrower, and Borrower
       ---------------------
agrees to borrow from Lender, an amount, with respect to the Note, not to exceed
(i)  Eighty  per cent (80%) of the Eligible Accounts Receivable in the aggregate
plus  (ii)  Fifty percent (50%) of the Loan Advance against Inventory (but in no
event  shall  the  Loan  Advance  against Inventory (i) include Advances against
"open  stock"  or  ink on consignment; or (ii) exceed Two Hundred Fifty Thousand
and 00/100 ($250,000.00)).  The aggregate Loan Advances prior to satisfaction of
the  Credit  Threshold  (as defined below) under the Note shall not exceed Seven
Hundred  Fifty  Thousand and 00/100 Dollars ($750,000.00) for the purposes, upon
the  terms  and  subject  to  the  conditions  contained  in  this  Agreement.

B.     Maximum Loan Amount.  Notwithstanding the foregoing and provided Borrower
       -------------------
is  achieves  earnings  before  interest,  taxes,  depreciation and amortization
("EBITDA")  of at least Fifty Thousand and 00/100 Dollars ($50,000.00) for three
(3)  consecutive months ("Credit Threshold"), Lender agrees to lend to Borrower,
and  Borrower  agrees to borrow from Lender, an mount, with respect to the Note,
not  to  exceed (i) Eighty per cent (80%) of the Eligible Accounts Receivable in
the  aggregate  plus  (ii)  Fifty  percent  (50%)  of  the  Loan Advance against
Inventory  (but in no event shall the Loan Advance against Inventory (i) include
Advances  against  "open  stock"  or  ink  on  consignment; or (ii) exceed Seven
Hundred  Thousand and 00/100 ($700,000.00)).  The aggregate Loan Advances at any
given  time  under  the  Note  once  the Credit Threshold is satisfied shall not
exceed Two Million and 00/100 Dollars ($2,000,000.00) for the purposes, upon the
terms  and  subject  to  the  conditions  contained  in  this  Agreement.

     Notwithstanding  anything  contained  in this Article to the contrary, Loan
Advances  shall  be  limited  to such amounts as Borrower is eligible to receive
pursuant  to,  and  upon  compliance  with,  the conditions of Article 5 hereof.
Borrower  may  prepay  all  or any part of the Note at any time and from time to
time without cost or penalty. Borrower shall be entitled to reborrow portions of
the  Note  that are repaid or prepaid pursuant to, and upon compliance with, the
conditions  of  Article  5  hereof.

     3.2     Loan  Advances  Evidenced  by Note. All Loan Advances hereunder
              ----------------------------------
shall  be  evidenced  by  the  Note,  which  shall  be executed and delivered by
Borrower  simultaneously  with  the  execution  of  this  Agreement.

     3.3     Payment  of  Interest  and  Principal. Interest shall accrue on the
             -------------------------------------
Principal  Balance remaining from time to time unpaid under the Note during each
calendar month (whether full or partial) prior to the Maturity Date at an annual
rate  equal  to  Loan  Rate.

Payments due under the Note, if not sooner declared to be due in accordance with
the  provisions  of  the  Note,  shall  be  made  as  follows:

                                        5
<PAGE>
     (i)     Commencing  on  July  1,  2002,  and on the first day of each month
thereafter  through  and  including the month in which the Maturity Date occurs,
installments  of  accrued  and  unpaid  interest  only shall be due and payable.

     (ii)     The  unpaid  Principal Balance of the Note, if not sooner declared
to  be  due  in  accordance with the terms hereof, together with all accrued and
unpaid  interest,  shall  be  due  and  payable  in  full  onthe  Maturity Date.

     3.4     Default Rate. At any time after the Maturity Date or otherwise when
             ------------
an  Event  of  Default  exists  under  this  Agreement  or any of the other Loan
Documents, the Principal Balance and any other amounts then owing by Borrower to
Lender  shall  bear  interest  at  the  Default  Rate.

     3.5     Late  Charge. If any payment of interest or principal due under the
             ------------
Note  is  not  made  within  five  (5)  days after such payment is due, then, in
addition  to  the  payment  of the amount so due, Borrower shall pay to Lender a
"late  charge"  in  the  amount of five percent (5%) of the amount due to defray
part  of  the  cost  of  collecting  and  handling  such  late  payment.

      4.     LOAN  DOCUMENTS.  Prior  to  the  Initial Advance, Borrower shall
            ---------------
execute  and/or  deliver  to  Lender  those of the following documents and other
items  required  to be executed and/or delivered by Borrower, and shall cause to
be  executed  and/or  delivered  to  Lender those of the following documents and
other  items  required  to  be executed and/or delivered by others, all of which
documents  and other items shall contain such provisions as shall be required to
conform to this Agreement and otherwise shall be reasonably satisfactory in form
and  substance  to  Lender:

     4.1     The  Loan  Documents.

     4.2     UCC  financing  statements  perfecting the security interests
created by the  Security  Agreement.

     4.3     Such  insurance  policies  and certificates (with premiums prepaid)
evidencing  all-risk,  fire  and  extended  coverage,  hazard  and comprehensive
liability  insurance,  including  contractual  liability, workmen's compensation
insurance,  and  such other insurance as Lender reasonably requires covering the
Collateral,  in  such  form,  with  such  endorsements,  in  such  amounts, with
deductibles  and with such carriers as shall be acceptable to Lender, and naming
Lender  as  an  additional  insured  party  on  all  liability  policies  and as
mortgagee/additional  loss  payee  on  the  fire and extended coverage and other
Collateral damage policies and containing a prohibition against cancellation for
nonpayment  of  premiums or any other reason or modification without thirty days
prior  written  notice to Lender.  Any provision of this Article to the contrary
notwithstanding,  all  insurance  policies  required  to  be  carried under this
Agreement  shall  provide expressly that they shall not be rendered invalid by a
waiver  of  the  right  of subrogation by any insured and that the insurer shall
have no right to be subrogated to Lender. Borrower shall deliver (or cause to be
delivered)  to  Lender  either (i) an original of each such insurance policy, or
(ii)  a copy of each such policy certified by the issuing agent as being a true,
correct  and  complete  copy  of  the  original.

                                        6
<PAGE>
     4.4     Current Uniform Commercial Code, federal and state tax lien and
judgment  searches,  pending  suit  and litigation searches and bankruptcy court
filings  searches  covering  Borrower and disclosing no matters objectionable to
Lender.

     4.5     Opinion  letter from legal counsel for Borrower (which counsel must
be  approved  by Lender with respect to the issuance of such opinion) opining to
the  authority  of said parties to execute, deliver and perform their respective
obligations  under the Loan Documents, to the validity and binding effect of the
Loan  Documents  and  to  such  other  matters  as  Lender and its counsel shall
reasonably  require.

     4.6     Certified  copies  of the Bylaws and Articles of Incorporation
of  Centiv,  Inc. together with all amendments thereto, and such resolutions and
other documents as Lender deems appropriate evidencing the authority of Borrower
to  execute  and  deliver the Loan Documents to which Borrower is a party and to
perform  the  obligations  contemplated  hereby  and  thereby.

     4.7      Such  other  assignments,  certificates,  opinions  and  other
documents,  instruments  and  information  affecting  or  relating  to  Lender's
interest  in  the  Collateral  or  the  use,  operation  or  development  of the
Collateral  as  Lender  may  reasonably  require.

5.     DISBURSEMENT  OF  THE  LOAN.
       ----------------------------

     5.1     Conditions Precedent. In addition to the other conditions set forth
             --------------------
herein,  the  obligation  of  Lender  to  make  the  initial and each subsequent
disbursement  of  the  Loan  under  this Agreement shall be conditioned upon and
subject  to  the  payment to Lender of all loan fees then owing from Borrower to
Lender  and  to  satisfaction  of  all  of  the  following  conditions:

     (a)  All  representations and warranties contained in this Agreement and in
          the other Loan Documents shall be true in all material respects on and
          as  of  the  date  of  such  disbursement.

     (b)  Borrower  shall  have  performed all of its obligations under all Loan
          Documents  which  are required to be performed on or prior to the date
          of  such  disbursement.

     (c)  No  Event  of  Default shall have occurred that has not been waived in
          writing  by  Lender,  and  no  Unmatured  Default  shall  then  exist.

     (d)  Delivery  by  Borrower  to  Lender  of  (i) quarterly company prepared
          financial  statements within forty-five (45) days after the end of the
          quarter; (ii) annually audited financial statements from an accounting
          firm  reasonably  acceptable to Lender within one hundred twenty (120)
          days  after  the  end  of  the year; (iii) monthly accounts receivable
          aging  reports,  inventory  reports  and Borrowing Base Certificate in
          form  and  content  reasonably acceptable to Lender within twenty (20)
          days after the end of the month; (iv) annual field audits by employees
          of  Lender  and  outside  auditors,  if  requested  by  Lender.

                                        7
<PAGE>
     5.2     Certifications.  Representations  and  Warranties. Each request for
             -------------------------------------------------
disbursement  by  Centiv, Inc. under the Note shall constitute (a) certification
that  the  representations  and warranties contained in Article 6 below are true
and  correct  in  all  material respects as of the date of such request, and (b)
certification  thatBorrower  is  in  compliance with the conditions contained in
this  Article  5  to  the  extent  applicable  toBorrower.


     6.     REPRESENTATIONS AND WARRANTIES. In order to induce Lender to execute
            ------------------------------
this  Agreement and to make the Loan, Borrower represents and warrants to Lender
as  follows:

     6.1     Borrower.  Borrower  is a duly formed corporation, validly existing
             --------
and  in  good  standing in the State of Delaware and duly authorized to transact
business  in  the  State of Illinois and has full power and authority to execute
and  deliver  the  Loan  Documents  and to perform its obligations hereunder and
thereunder.  The  Bylaws  of  Borrower,  dated  as  of  April 11, 2002  creating
Borrower  and the Articles of Incorporation of said corporation, copies of which
have been furnished to Lender, are in effect, unamended since delivery to Lender
and  are the true, correct and complete documents relating to said corporation's
creation  and  governance.  Borrower  has  fully  complied  with  all applicable
securities  and  other  laws  and  regulations  in connection with the formation
ofBorrower  and  the  sale  and  offer  for  sale  of  interests  therein.

     6.2     Validity  and  Enforceability  of Documents. Upon the execution and
             -------------------------------------------
delivery  of  the  Loan Documents, the Loan Documents shall be valid and binding
upon  the  parties that have executed the same in accordance with the respective
provisions thereof, and enforceable in accordance with the respective provisions
thereof,  subject  only  to  applicable  bankruptcy, reorganization, insolvency,
moratorium  and  other  similar  laws  affecting  the  enforcement of creditor's
rights.  Execution,  delivery  and  performance of the Loan Documents do not and
will  not  contravene,  conflict  with  or violate the articles of incorporation
creating Borrower, the Bylaws of Borrower, or any Applicable Law or constitute a
default  under  any  material  agreement,  indenture  or instrument to which the
Borrower  is  a  party or is bound or which is binding upon or applicable to the
Collateral  or  any  portion  thereof.

     6.3     Litigation.  There  is  not  any  condition,  event or circumstance
             ----------
existing,  or  any  litigation,  arbitration,  governmental  or  administrative
proceeding,  action,  examination,  claims  or demand pending or, to the best of
Borrower's  knowledge  after  due  inquiry, threatened affecting Borrower or the
Collateral, or involving the validity or enforceability of the Loan Documents or
involving any risk of a judgment or liability which, if satisfied, would have an
adverse effect on the financial condition, business or properties of Borrower or
the  priority  of  the  lien  of  the Security Agreement, or which would prevent
Borrower from complying with or performing its obligations under this Agreement,
the  Note  or  any  of the other Loan Documents within the time limits set forth
therein  for  such  compliance  or  performance and no basis for any such matter
exists.

                                        8
<PAGE>
     6.4     Solvency.  Borrower  is solvent and able to pay Borrower's debts as
             --------
such  debts  become  due, and has capital sufficient to carry on such Borrower's
present  business  transactions.  The  value of Borrower's Collateral, at a fair
valuation, is greater than the sum of Borrower's debts. Borrower is not bankrupt
or  insolvent, nor has Borrower made an assignment for the benefit of Borrower's
creditors, nor has there been a trustee or receiver appointed for the benefit of
Borrower's  creditors,  nor  has  there  been  any bankruptcy, reorganization or
insolvency  proceedings  instituted by or against Borrower, nor will Borrower be
rendered  insolvent by Borrower's execution, delivery or performance of the Loan
Documents  or  by  the  transactions  contemplated  thereunder.

     6.5     Financial  Statements. All financial statements submitted to Lender
             ---------------------
relating to Borrower and the Collateral are true, complete and correct, and have
been  prepared  in  accordance  with  sound  accounting  principles consistently
applied  and  fairly present the financial condition of the Person to which they
pertain  and  the  other  information  therein  described and do not contain any
untrue  statement  of  a  material  fact or omit to state a fact material to the
financial  statement submitted or this Agreement. No material adverse change has
occurred  in  the  financial  condition  of Borrower or the Collateral since the
dates  of  each  such  financial  statements.

     6.6     Compliance  with  Laws.  The  use,  occupancy  and operation of the
             ----------------------
Collateral  for  its  intended purposes is not in violation any Applicable Laws,
any  contractual  arrangements  with  third  parties  or any material covenants,
conditions,  easements, rights of way or restrictions of record the violation of
which  would  have  a  material  adverse  impact  on  the financial condition of
Borrower.  Neither  Borrower  nor  any  agent  thereof  has received any notice,
written  or  otherwise,  alleging  any  such  violation, which violation has not
previously  been  cured.

     6.7     Financing Statements.  Except as set forth on Schedule 6.7 attached
             --------------------
hereto,  there  are no UCC financing statements in effect other than those to be
filed  and/or recorded by Lender which name Borrower as debtor and pertaining to
any  rights  in  any  of  the  Collateral.

     6.8     Event  of  Default.  No  Event  of  Default  has  occurred,  and no
             ------------------
Unmatured  Default  which  Borrower  has  failed  to commence curing, shall then
exist.

All  representations  and  warranties  which  have been made by Borrower in this
Agreement  or the other Loan Documents shall be true in all material respects at
the  time  of  each  disbursement  of the Loan, and in the event of any material
breach,  misrepresentation  or omission and the failure of Borrower to cure such
breach,  misrepresentation,  or  omission  within  any  applicable grace period,
Lender  shall  have  the  absolute right to terminate its obligations under this
Agreement  (without  any  obligation to refund any loan or other fees previously
paid),  and  upon demand by Lender, Borrower shall reimburse Lender for the Loan
Expenses,  and  Lender shall be entitled to recover from Borrower all losses and
damages  resulting  therefrom.

          7.  BORROWER'S  COVENANTS.
              ---------------------

     7.1     Compliance  with  Laws.  Borrower  shall comply or cause compliance
             ----------------------
with  all  Applicable  Laws  governing the development, use and operation of the
Collateral. Evidence of such compliance shall be submitted to Lender on request.

                                        9
<PAGE>
     7.2     Inspection.  Upon  reasonable  prior  written or oral notice (which
             ----------
shall  not  be  required  in  the  event of an emergency), Borrower shall permit
inspection  of  the  Collateral  by  Lender  and  any other agent or designee of
Lender.  In  addition, upon reasonable prior written or oral notice (which shall
not  be  required  in  the  event of an emergency), Borrower shall permit Lender
and/or  its  agents  and designees access to and the right to inspect, audit and
copy  all books, records, contracts and other documents and information relating
to  Borrower  or the Collateral during normal business hours.  Lender shall keep
confidential  all information and documentation obtained by Lender in connection
with  such  audits and inspections, except to the extent that Lender determines,
in  its  reasonable discretion, a need to disclose same. All such books, records
and  accounts  of  operations  relating  to  the  Collateral  shall  be  kept in
accordance  with sound accounting practices consistently applied. Borrower shall
promptly  respond to any inquiry from Lender for information with respect to the
Collateral, which information may be verified by Lender at Borrower's expense in
the  case  of  the  existence  of  an  Event  of Default hereunder, otherwise at
Lender's  expense; provided, however, that Lender shall at all times be entitled
to  rely  upon  any  statements or representations made by Borrower or any agent
thereof.

          7.3     Liens.  Except  as  set  forth  in sections 7.3(a) -(e) below,
                  -----
Borrower  shall  not  permit  any  lien claims to be filed or otherwise asserted
against  the  Collateral  and  Borrower  shall promptly (and in any event within
fifteen  days  after  Borrower  has  received  written  notice  of  such filing)
discharge or cause to be discharged the same in case of the filing of any claims
for lien or proceedings for the enforcement thereof; provided that in connection
with  any such lien or claim which Borrower may in good faith desire to contest,
Borrower  may  contest  the  same  by  appropriate  legal proceedings diligently
prosecuted,  but  only  if  Borrower shall furnish to Lender reasonably adequate
security  for  the  payment  of  such  lien.

          Notwithstanding the foregoing, the following liens shall be permitted:

          (a)  liens  for current taxes not delinquent or taxes being diligently
     contested in good faith and by appropriate proceedings and as to which such
     reserves  or  other  appropriate provisions as may be required by generally
     accepted accounting principles or as otherwise required by Lender are being
     maintained on its books, but only if Lender has been notified of Borrower's
     intention  to  contest  such  taxes  and  such  contest  has  the effect of
     preventing  the  sale  or  forfeiture of any property subject to such lien;

          (b)  liens  of  carrier's,  warehousemen,  mechanics,  materialmen,
     repairmen  and other like statutory liens arising in the ordinary course of
     business  securing  obligations  which  are  not overdue or which are being
     diligently contested in good faith and by appropriate proceedings and as to
     which  such  reserves or other appropriate provisions as may be required by
     generally accepted accounting principles or as otherwise required by Lender
     are  being maintained on its books, but only if Lender has been notified of
     Borrower's  intention  to contest such obligations and such contest has the
     effect of preventing the sale or forfeiture of any property subject to such
     lien;

                                       10
<PAGE>
          (c)  liens  incurred  in the ordinary course of business in connection
     with  worker's  compensation,  unemployment  insurance  or  other  forms of
     governmental  insurance  or  benefits;

          (d)  minor  survey  exceptions  or  minor  encumbrances,  easements or
     reservations,  or  rights  of others for rights-of-way, utilities and other
     similar  purposes,  or  zoning  or other restrictions as to the use of real
     properties,  which  are  necessary  for  the  conduct  of the activities of
     Borrower  or  which  customarily  exist on properties or Persons engaged in
     similar  activities  and  similarly situated, and which do not in any event
     materially impair their use by the Borrower in the conduct of its business;
     and

          (e) judgment liens (i) with respect to which execution has been stayed
     or  (ii)  the  payment  of which is covered in full (subject to a customary
     deductible)  by  insurance maintained with responsible insurance companies.

     7.4     Release by Lender. With respect to the matters set forth in Article
             -----------------
7.3  above,  if Borrower shall (a) fail promptly to discharge any asserted liens
or  claims,  or (b) fail promptly to contest asserted liens or claims or to give
security in the manner provided in Article 7.3 above, or (c) having commenced to
contest the same, and having given such security, fail to prosecute such contest
with  diligence, or to maintain such security so required by Lender for its full
amount,  or  (d)  upon  adverse conclusion of any such contest, fail promptly to
cause  any  judgment  or  decree  to  be satisfied and lien to be released, then
Lender  may,  but shall not be required to, procure the release and discharge of
any such claim and any judgment or decree thereon and, further, may, in its sole
discretion, effect any settlement or compromise of the same, or may furnish such
security,  and  any reasonable amounts so expended by Lender, including premiums
paid or security furnished in connection with the issuance of any surety company
bonds,  shall  be deemed to constitute disbursements of the proceeds of the Loan
hereunder  and  shall bear interest from the date so disbursed until paid at the
Default  Rate.  In  settling,  compromising  or discharging any claims for lien,
Lender  shall not be required to inquire into the validity or amount of any such
claim.

     7.5     Financial  Statements:  Reports.  Borrower  will  from time to time
             -------------------------------
furnish  to  Lender  such  information  and  reports,  financial  and otherwise,
concerning  Borrower  and  the  operation of the Collateral as Lender reasonably
requires,  including,  without  limitation,  the  following:

          (a)  Within one hundred twenty (120) days after the end of each fiscal
     year,  audited  financial  statements  of  the  Borrower  prepared  by  an
     independent  accounting  firm,  such financial statements to be on Lender's
     standard  form  or  another  form  acceptable  to Lender, setting forth the
     information  therein  required as of the end of Borrower's fiscal year, and
     certified  by  such  Borrower  as  fairly  and  accurately  presenting  the
     information  contained  therein.

          (b)  Within forty-five (45) days after the end of each fiscal quarter,
     company  prepared financial statements for the preceding fiscal quarter for
     Centiv,  Inc.,  on  a  form  acceptable  to  Lender, certified by the chief
     financial  officer of Centiv, Inc., as applicable, as fairly and accurately
     presenting  the  information  contained  therein.

                                       11
<PAGE>
          (c)  Within  twenty  (20)  days  after the end of each month, Borrower
     shall  deliver  to  Lender  an aged accounts receivable report and a signed
     Borrowing Base Certificate (as provided by Lender) indicating Loan Advances
     not  to  exceed  the  limits  set  forth  herein.

     7.6     Affirmation of Representations and Warranties. Borrower agrees that
             ---------------------------------------------
all  representations  and  warranties  of Borrower contained in Article 6 hereof
shall remain true in all material respects at all times until the Loan is repaid
in  full.

     7.7    Title.  Except  for the Security Agreement, any perfected purchase
            -----
money security interests disclosed in writing to Lender prior to the date hereof
and other security for the Loan, Borrower shall keep its title in the Collateral
free  and  clear of all liens, claims and encumbrances, whether senior or junior
to or at parity with the Loan Documents other than the Permitted Liens set forth
in  Sections  7(a)-(e).

     7.8     Proceedings  Affecting  Collateral.  If  any  proceedings are filed
             ----------------------------------
seeking  to  enjoin  or  otherwise  prevent  or  declare invalid or unlawful the
possession,  use,  maintenance  or  operation  of the Collateral, or any portion
thereof,  Borrower  shall  cause  such proceedings to be vigorously contested in
good  faith,  and  in  the event of an adverse ruling or decision, prosecute all
commercially  reasonable  appeals  therefrom,  and  shall,  without limiting the
generality  of the foregoing, resist the entry or seek the stay of any temporary
or  permanent  injunction  that  may be entered, and use commercially reasonable
efforts  to  bring  about  a  favorable  and  speedy  disposition  of  all  such
proceedings. All such proceedings. including without limitation, all of Lender's
reasonable  costs,  and fees and disbursements of Lender's counsel in connection
with any such proceedings, whether or not Lender is a party thereto, shall be at
Borrower's  expense.  To  the  extent  that  Lender  incurs  any  such expenses,
including  attorneys'  fees  and fees and charges for court costs, bonds and the
like,  Borrower  shall  reimburse  Lender  for  such expenses and the amount due
Lender  shall  bear interest from the date so incurred by Lender until repaid to
Lender  at  the  Default  Rate  and  shall  be  payable to Lender on demand. The
foregoing provisions of this Article shall not limit or affect the provisions of
Articles  10  or  11  below.

     7.9     Disposal  and  Encumbrance  of  Collateral.  Except  as  expressly
             ------------------------------------------
permitted  herein,  Borrower  shall not, without Lender's prior written consent,
suffer,  permit or enter into any agreement for any sale, lease, transfer, or in
any  way  encumber  or  dispose  of  or  grant  or  suffer any security or other
assignment  (collateral  or  otherwise)  of  or  in  all  or  any portion of the
Collateral  other  than in the ordinary course of business. Any consent given by
Lender  or  any  waiver  of  default  under this Article, shall not constitute a
consent  to,  or  waiver  of  any  right,  remedy  or  power of Lender under any
subsequent  default  hereunder.

     7.10     Insurance.  Borrower  shall  pay  all  premiums  on  all insurance
              ---------
policies  required from time to time under this Agreement, and thirty days prior
to  expiration  of  any  such  policies,  Borrower shall furnish to Lender, with
                                       12
<PAGE>
premiums  prepaid,  additional and renewal policies in form, and with companies,
coverage,  deductibles  and  amounts  reasonably  satisfactory to Lender. In the
event  of  failure  by Borrower to provide such insurance, Lender may, but shall
not  be  required to, place insurance and treat the amounts expended therefor as
disbursements  of  Loan  proceeds  and such amounts from the date so expended by
Lender  until  repaid  to  Lender  shall  bear  interest  at  the  Default Rate.

     7.11     Performance  of  Obligations:  Notice  of  Default. Borrower shall
              --------------------------------------------------
promptly  and  fully  perform  and  comply in all respects with the obligations,
terms,  agreements,  provisions and requirements of this Agreement and the other
Loan Documents and all other documents and instruments relating thereto and will
not  permit  to  occur  any  default or breach hereunder or thereunder. Borrower
shall  promptly give to Lender notice of the occurrence of any Unmatured Default
or  of  any  event that could have a material adverse effect on any security for
the  Loan  or  on  Borrower's  ability  to  perform  its  obligations under this
Agreement  or  any  of  the  other  Loan  Documents.

     7.12     Restrictions  Affecting  Borrower.  Borrower  covenants and agrees
              ---------------------------------
that,  without  the  prior written consent of Lender, there shall not occur: (i)
any  amendment  or  modification  of  the bylaws or articles of incorporation of
Borrower,  or  (ii) the sale or transfer of any shares of Borrower except as set
forth  in  Schedule  7.12.  At all times prior to the repayment of the Loan, (A)
Borrower  shall  not  make  or  permit  any  distributions  of cash flow or cash
proceeds  to  any partner, subpartner, member, shareholder, officer, director or
affiliate  in excess of net income of the Borrower; (B) Borrower shall not enter
into  any  contract or agreement for the provision of services or otherwise with
any  affiliate  of  Borrower  or  any  partner, subpartner, member, shareholder,
officer,  director  or  affiliate  of  any shareholder of Borrower unless in the
ordinary  course  of  business  and  unless  such  contract  or  agreement is an
arms-length,  market  rate  agreement and is cancelable upon thirty days written
notice  from any owner of the Collateral; and (C) Borrower shall be dissolved or
its  existence  terminated.

     7.13     Additional  Documents.  Borrower  shall  not execute or record any
              ---------------------
document  pertaining  to,  affecting  or  pledging  all  or  any  portion of the
Collateral  without  the  prior  written  approval  of  Lender  of  the form and
substance  of such documents, which approval shall not be unreasonably withheld.

     7.14     Borrower's  Accounts.  Borrower  shall  maintain  all  operating
              --------------------
accounts  with Lender such that Lender is the main receipt and disbursement bank
for Borrower and pledge the same to Lender as security for the Loan.  Should the
Lender's operating costs related to the accounts exceed the earnings credit rate
associated  with  the  account  balances,  the deficiency will be charged to the
Borrower's  account  on  a  monthly  basis.

     7.15     Subordination of Shareholder Debt.  All shareholder debt is hereby
              ---------------------------------
subjected and subordinated and shall remain in all respects and for all purposes
subject,  subordinate and junior to the lien of the Lender and to all the terms,
conditions and provisions hereof; all advances made or to be made hereunder; and
any  amendments,  renewals,  extensions,  modifications,  restatements  and
replacements  hereof  made  at any time or from time to time, including (without
limitation) any increases therein or in the amounts secured hereby or extensions
of  the  maturity  hereof.

                                       13
<PAGE>
      7.16    Shareholder  Withdrawal.  Borrower  shall not make or permit any
               -----------------------
withdrawals  or  distributions  of  cash  flow  or cash proceeds to any partner,
subpartner,  member, shareholder, officer, director or affiliate that exceed the
current  or  accumulated  net  income  of  the  Borrower.

      7.17     Borrower  shall maintain a Debt Service Coverage Ratio of (i) not
less  than  1.05:1  by December 31, 2002; and (ii) not less than 1.25:1 by March
31, 2003, and  thereafter, as determined by quarterly company prepared financial
statements  of  Borrower.

     7.18     Borrower's  Debt  to Tangible Net Worth Ratio shall not exceed (i)
3.50:1  through  June  29,  2003;  and  (ii) 3.00:1 beginning June 30, 2003, and
thereafter,  determined  by  quarterly  company prepared financial statements of
Borrower.

      7.19     Borrower  shall  maintain  a  Tangible Net Worth, of not less
than Two Million One Hundred Thousand and 00/100 Dollars ($2,100,000.00) through
June  29,  2003;  not less than Three Million and 00/100 Dollars ($3,000,000.00)
beginning  June  30,  2003,  and  thereafter, as determined by quarterly company
prepared  financial  statements  of  Borrower.

     8.     LOAN  EXPENSES. Borrower agrees to pay all of the Loan Expenses. Any
            --------------
Loan  Expenses  paid by Lender shall bear interest commencing on the date demand
for  repayment  thereof  is made by Lender until repaid to Lender at the Default
Rate  and shall be paid by Borrower upon demand, or may be paid by Lender at any
time  by  disbursement of proceeds of the Loan. Any Loan Expenses paid by Lender
shall  be  reimbursed to Lender by Borrower regardless of whether there shall be
any  disbursements  of  the  Loan.

     9.     LENDER'S  REPRESENTATIVES. Lender, at Borrower's expense, shall have
            -------------------------
the  right  to  engage  personnel in connection with negotiation, documentation,
administration and servicing of the Loan at the Borrower's expense to the extent
consistent  with  the  terms  hereof.

     10.     EVENTS  OF  DEFAULT.  The  occurrence  of  any  one  or more of the
             -------------------
following  shall  constitute  an  "Event  of  Default":

          (a) Failure by Borrower or any other obligor to pay any installment of
     principal  or  interest  or  any other amount payable pursuant to the Note,
     this  Agreement  or any of the other Loan Documents when such amount is due
     and  such  failure  continues  for  five (5) days after written notice from
     Lender.

          (b)  Failure  by Borrower to promptly perform or cause to be performed
     any  non-monetary  obligation  or  observe  any  non-monetary  condition,
     covenant, term, agreement or provision required to be performed or observed
     by  Borrower or any other obligor under this Agreement, the Note, or any of
     the  other  Loan  Documents; provided, however, that if such failure by its
     nature  can  be  cured,  then so long as the continued operation, value and
     safety  of the Collateral, and the priority, validity and enforceability of
     the  lien created by the Loan Documents and the value of the Collateral are
     not  imminently  impaired,  threatened  or jeopardized, then Borrower shall
     have  a period (the "Cure Period") of thirty (30) days after written notice
     from  Lender (or a reasonable period of time not to exceed ninety (90) days

                                       14
<PAGE>
     provided  that  Borrower  commences  curing such failure within thirty (30)
     days  after notice from Lender and diligently pursues the curing thereof in
     good  faith and without interruption) of any such failure of performance or
     observance  to  cure or cause the cure of the same, and an Event of Default
     shall  not  be  deemed  to exist during the Cure Period. The foregoing Cure
     Period is intended only to apply in circumstances not referred to in any of
     the  other  paragraphs of this Article; Borrower's right to a grace or cure
     period, if any, with respect to such other circumstances are to be governed
     by  the  provisions  of  such  other  paragraphs.

          (c)  The  existence  of  any  material  inaccuracy  or  untruth in any
     representation,  or  warranty contained in this Agreement or any other Loan
     Documents,  or  of  any statement or certification as to facts delivered to
     Lender  by  or  on  behalf  of  Borrower.

          (d) At any time any Borrower files a voluntary petition in bankruptcy,
     or  is  adjudicated  a  bankrupt  or insolvent, or institutes (by petition,
     application,  answer,  consent  or  otherwise)  any bankruptcy, insolvency,
     reorganization,  arrangement,  composition,  readjustment,  dissolution,
     liquidation  or  similar  proceedings  under any present or future federal,
     state  or  other  statute or law, or admits in writing its inability to pay
     its  debts  as  they  mature, or makes an assignment for the benefit of its
     creditors, or seeks or consents to the appointment of any receiver, trustee
     or  similar  officer  for  all  or  any substantial part of its Collateral.

          (e) The commencement of any involuntary petition in bankruptcy against
     the  Borrower  or  the  institution against Borrower of any reorganization,
     arrangement, composition, readjustment, dissolution, liquidation or similar
     proceedings  under any present or future federal, state or other statute or
     law,  or the appointment of a receiver, trustee or other officer for all or
     any  substantial  part  of  the  Collateral  of  Borrower  which  remains
     undismissed  or  undischarged  for  a  period  of  ninety  (90)  days.

          (f)  Any  sale,  transfer,  lease,  assignment, conveyance, financing,
     lien, encumbrance or other transaction made in violation of this Agreement.

          (g)  Failure  of Borrower for a period of thirty days (or a reasonable
     period  of  time  not  to  exceed  ninety  (90) days provided that Borrower
     commences  curing such failure within thirty (30) days after written notice
     from  Lender  and  diligently  pursues the curing thereof in good faith and
     without  interruption)  after  Lender's  written  notice  of  its demand to
     procure  the  reversal,  dismissal  or  disposition  to Lender's reasonable
     satisfaction  of  any  order enjoining or otherwise preventing or declaring
     invalid  or  unlawful  the  occupancy, maintenance, operation or use of the
     Collateral,  or any portion thereof, in the manner required by the terms of
     this  Agreement,  or  of  any  proceedings  which could or might affect the
     validity  or  priority  of the lien of the Security Agreement or any of the
     other  security  for  the Loan, or which could materially affect Borrower's
     ability  to  perform its obligations under this Agreement or the other Loan
     Documents.

          (h)  The attachment, seizure, levy upon or taking of possession by any
     receiver,  custodian  or  assignee for the benefit of creditors of all or a

                                       15
<PAGE>
     substantial  part  of  the  Collateral  of  Borrower which is not stayed or
     dismissed  within  thirty  (30) days (or a reasonable period of time not to
     exceed  ninety  (90)  days  provided  that  Borrower  commences curing such
     failure  within  thirty  (30)  days  after  written  notice from Lender and
     diligently  pursues  the  curing  thereof  in  good  faith  and  without
     interruption)  after  the  occurrence  thereof.

          (i)  The  assignment  or  attempted  assignment  of  this Agreement by
     Borrower  without  Lender's  prior  written  consent.

          (j)  The  filing  of  formal charges under any federal, state or local
     law,  statute  or  ordinance  for which Borrower's forfeiture of all or any
     portion  of  the  Collateral  is  a  potential  penalty.

          (k)  Failure of Borrower to maintain Debt Service Coverage Ratio, Debt
     to  Tangible  Net Worth Ratio and Tangible Net Worth Ratios as set forth in
     Articles  7.17-7.19  and  such failure continues for thirty (30) days after
     notice  from  Lender.

          (l)  The  delisting  of  the  Borrower  on the Nasdaq Stock Market for
     failure  to  comply  with  the Nasdaq Stock Market listing requirements and
     such  failure  (i) has a material adverse effect on the Collateral and (ii)
     continues  for  a  period  of fifteen (15) days after notice from Lender to
     Borrower  and  failure  of  Borrower  to  restore  its listing on Nasdaq or
     otherwise provide additional collateral or assurances to Lender in its sole
     discretion  within  such  fifteen  (15)  day  period.

     11.     REMEDIES.  Upon  the occurrence of any Event of Default, Lender, in
             --------
addition  to  availing  itself  of  any  remedies conferred upon it at law or in
equity  and  by the terms of the Note, the Security Agreement and the other Loan
Documents,  may  pursue  any  one  or  more  of  the  following  remedies first,
concurrently  or  successively  with  each  other  and  with any other available
remedies,  it being the intent hereof that none of such remedies shall be to the
exclusion  of  any  others:

     (a)     Take  possession  of  the  Collateral  and do anything necessary or
desirable  in  Lender's  sole  judgment  to  fulfill the obligations of Borrower
hereunder.  All  sums  expended  by  Lender pursuant to this Article 11 shall be
deemed  to  have been paid to Borrower and secured by the Security Agreement and
the  other  Loan  Documents,  and  shall bear interest at the Default Rate until
repaid  to  Lender.

     (b)     Withhold  further  disbursements  of  proceeds  of  the  Loan.

     (c)     Declare  the  unpaid  indebtedness  evidenced  by  the  Note  to be
immediately  due  and  payable.

     (d)     Apply  the  balance  of  any  deposits  made with Lender toward the
repayment  of  the  Loan.


                                       16
<PAGE>
     12.     MISCELLANEOUS.
             -------------

     12.1     Additional  Indebtedness.  If  any  advances  or  payments made by
              ------------------------
Lender  pursuant  to  this  Agreement  or any other Loan Document, together with
disbursements  of  the  Loan, shall exceed the aggregate face amount of the Note
(other  than  accrued  interest not yet payable), all such advances and payments
shall  constitute  additional indebtedness secured by the Loan Documents and all
other  security  for  the Loan, and shall bear interest at the Default Rate from
the  date  advanced  until  paid.

     12.2     Additional Acts. Borrower shall, upon request, execute and deliver
              ---------------
such  further  instruments  and documents and do such further acts and things as
may be reasonably required to provide to Lender the evidence of and security for
the  Loan  contemplated  by  this  Agreement.

     12.3     Loan  Agreement Governs. In the event of any inconsistency between
              -----------------------
any  provision  of  this Agreement and any provision of any other Loan Document,
the  provision  of  this  Agreement  shall  govern;  provided, however, that the
provisions  of all of the Loan Documents shall be construed as an integrated set
of  provisions  governing  the  Loan  and, accordingly, shall be interpreted and
construed  liberally  to give the maximum validity, enforceability and effect to
all  of  such  provisions.

     12.4     Additional  Advances.  If  an Event of Default shall occur, Lender
              --------------------
may,  but  shall  not  be  obligated  to,  take any and all actions to cure such
default,  and  all amounts expended in so doing, all Loan Expenses and all other
amounts paid or advanced by Lender pursuant to the Loan Documents, and all other
amounts  advanced  by  Lender in connection with preserving any security for the
Loan,  shall constitute additional advances of the Loan, shall be secured by the
Security  Agreement and all other security for the Loan, and shall bear interest
at  the  Default  Rate  from  the  date  advanced  until  paid.

     12.5     Amendment:  Waiver: Approval. This Agreement shall not be amended,
              ----------------------------
modified or supplemented without the written agreement of Borrower and Lender at
the  time  of  such  amendment,  modification  or  supplement.  No waiver of any
provision  of  this  Agreement  or  any  of  the  other  Loan Documents shall be
effective  unless  set  forth in writing signed by the party making such waiver,
and  any  such  waiver  shall be effective only to the extent therein set forth.
Failure  by  Lender to insist upon full and prompt performance of any provisions
of  this  Agreement or any of the other Loan Documents, or to take action in the
event of any breach of any such provision or upon the occurrence of any Event of
Default,  shall  not constitute a waiver of any rights of Lender, and Lender may
at  any  time thereafter exercise all available rights and remedies with respect
to  such  breach  or  Event  of  Default. Receipt by Lender of any instrument or
document  shall  not  constitute  or  be  deemed  to be an approval thereof. Any
approvals  required  under  any  of the other Loan Documents must be in writing,
signed  by  Lender  and  directed  to  Borrower.

     12.6     Notice.  All  notices,  waivers,  demands,  requests  or  other
              ------
communications required or permitted hereunder shall, unless otherwise expressly
provided,  be  in  writing and be deemed to have been properly given, served and
received  (i)  if delivered by messenger, when delivered; (ii) if mailed, on the
third  (3rd)  business day after deposit in the United States mail, certified or

                                       17
<PAGE>
registered,  postage prepaid, return receipt requested; (iii) if telexed, faxed,
telegraphed  or  telecopied, six (6) hours after being dispatched by telex, fax,
telegram  or  telecopy,  if such sixth (6th) hour falls on a business day within
the  hours  of 8:00 a.m. through 6:00 p.m. of the time in effect at the place of
receipt, or at 8:00 a.m. on the next business day thereafter if such sixth (6th)
hour  is  later  than  6:00  p.m.;  or  (iv) if delivered by reputable overnight
express  courier,  freight prepaid, the next business day after delivery to such
courier;  in  every  case  addressed  to  the  party  to be notified as follows:


           To Lender:         Cole Taylor Bank
                              111 West Washington
                              Suite 400
                              Chicago, Illinois 60602-1139
                              Attention:  Kimberly Crotty


           With copy to:      Fuchs & Roselli, Ltd
                              440 West Randolph Street, 5th Floor
                              Chicago, Illinois  60606
                              Attention:  Michael T. O'Connor, Esq.


           To Borrower:       Centiv, Inc.
                              998 Forest Edge Drive
                              Vernon Hills, Illinois
                              Attention:  William M. Rychel

            With copy to:     Gardner, Carton & Douglas
                              321 North Clark Street
                              Chicago, Illinois 60610
                              Attention:  Stephen Tsoris

 Either  party hereto may change the names and addresses of the designee to whom
notice  shall be sent by giving written notice of such change to the other party
hereto  in  the  same  manner  as all other notices are required to be delivered
hereunder.

     12.7     Benefit:  Assignment.  The  rights,  powers and remedies of Lender
              --------------------
under this Agreement shall inure to the benefit of Lender and its successors and
assigns.  The rights and obligations of Borrower under this Agreement may not be
assigned  and  any  purported  assignment  by  Borrower  shall be null and void.

     12.8     Governing  Law.  This Agreement shall be governed by and construed
              --------------
in  accordance  with  the  laws  of  the  State  of  Illinois.

     12.9     Indemnity.  Borrower  agrees  to indemnify, defend and hold Lender
              ---------
harmless from and against any and all liabilities, obligations, losses, damages,
claims,  costs  and  expenses  (including  reasonable  attorneys' fees and court
costs)  of  whatever  kind  or  nature  which  may be imposed on, incurred by or
asserted  against Lender at any time which relate to or arise from the offer for
                                       18
<PAGE>
sale  or  sale of any interest in Borrower, the acquisition or sale or offer for
sale  of  all  or  any  portion  of  the  Collateral  and/or the ownership, use,
operation  or  maintenance of the Collateral, including, without limitation, any
brokerage  commissions  or finder's fees asserted against Lender with respect to
the  making of the Loan or the acquisition of the Collateral; provided, however,
that  the  foregoing indemnity shall not extend to any liabilities, obligations,
claims,  losses,  costs, damages or expenses resulting from the gross negligence
or  willful  misconduct  of  Lender.

     12.10     Headings.  The  titles and headings of the articles, sections and
               --------
paragraphs  of  this  Agreement have been inserted as a matter of convenience of
reference  only  and  shall not control or affect the meaning or construction of
any  of  the  terms  or  provisions  of  this  Agreement.

     12.11     No  Partnership  or  Joint  Venture.  Lender,  by  executing  and
               -----------------------------------
performing  this  Agreement  shall  not  become a partner or joint venturer with
Borrower or any shareholder of Borrower or any of their respective associates or
affiliates and all inspections of the Collateral herein provided for are for the
sole  benefit  of  Lender.

     12.12     Time  is of the Essence. Time is of the essence of the payment of
               -----------------------
all  amounts  due Lender under the Loan Documents and performance and observance
by  Borrower  of  each covenant, agreement, provision and term of this Agreement
and  the  other  Loan  Documents.

     12.13     Invalid  Provisions.  In  the  event  that  any provision of this
               -------------------
Agreement  is  deemed  to  be  invalid  by reason of the operation of law, or by
reason  of the interpretation placed thereon by any administrative agency or any
court,  Borrower  and  Lender  shall  negotiate  an  equitable adjustment in the
provisions  of  the  same in order to effect, to the maximum extent permitted by
law,  the  purpose  of this Agreement and the validity and enforceability of the
remaining provisions, or portions or applications thereof, shall not be affected
thereby  and  shall  remain  in  full  force  and  effect.

     12.14     Offset. Without limitation of any other right or remedy of Lender
               ------
hereunder or provided by law, any indebtedness relating to the Collateral or its
operation  and  now or hereafter owing to Borrower by Lender (including, without
limitation,  any  amounts  on  deposit in any demand, time, savings, passbook or
like  account  maintained  by Borrower with Lender) may be offset and applied by
Lender  hereunder, or under the Note, the Security Agreement or any of the other
Loan  Documents.

     12.15     Acts  byParties. Notwithstanding anything herein contained to the
               ---------------
contrary,  neither party will be required to make or to receive any disbursement
or  perform  any  other  act  under this Agreement if, as a result thereof, such
party  will  violate  any  law, statute, ordinance, rule, regulation or judicial
decision  applicable  thereto.

     12.16     Binding  Provisions.  The  covenants,  warranties,  agreements,
               -------------------
obligations,  liabilities  and responsibilities of Borrower under this Agreement
shall  be  binding  upon  and  enforceable  against  Borrower  and  its  legal
representatives,  administrators,  successors  and  permitted  assigns.

                                       19
<PAGE>
     12.17     Counterparts. This Agreement may be executed in counterparts, and
               ------------
all  said  counterparts  when  taken  together shall constitute one and the same
Agreement.

     12.18     No  Third  Party  Beneficiary.  This  Agreement  is  only for the
               -----------------------------
benefit  of  the  parties  hereto and their permitted successors and assigns. No
other  person or entity shall be entitled to rely on any matter set forth herein
without  the  prior  written  consent  of  such  parties.

     12.19     Publicity.  Subject  to  compliance  with Applicable Laws and the
               ---------
consent  of  Borrower  which  shall not be unreasonably withheld, conditioned or
delayed,  Lender  reserves  the right to publicize the making of the Loan in any
manner  it  deems  appropriate, including, without limitation, advertisements in
trade  journals  and  newspapers.

     12.20     Jurisdiction  and  Venue.  Borrower  hereby agrees that all
               -------------------------
actions  or proceedings initiated by Borrower and arising directly or indirectly
out  of this Loan Agreement or any other loan document shall be litigated in the
circuit  court of Cook County, Illinois, or the United States District Court for
the  Northern  District  of  Illinois.  Borrower  hereby  expressly  submits and
consents  in  advance to such jurisdiction in any action or proceeding commenced
by  lender  in  any  of  such  courts.  Borrower  waives any claim that Chicago,
Illinois  or  the  northern  district of Illinois is an inconvenient forum or an
improper  forum  based on lack of venue. Should Borrower, after being so served,
fail  to appear or answer to any summons, complaint, process or papers so served
within  the number of days prescribed by law after the mailing thereof, Borrower
shall be deemed in default and an order and/or judgment may be entered by Lender
against  Borrower  as demanded or prayed for in such summons, complaint, process
or  papers. The exclusive choice of forum for Borrower set forth in this Article
shall  not  be  deemed  to  preclude  the  enforcement by Lender of any judgment
obtained in any other forum or the taking by Lender of any action to enforce the
same  in  any  other  appropriate  jurisdiction,  and Borrower hereby waives the
right,  if  any,  to  collaterally  attack  any  such  judgment  or  action.

          12.21     Waiver  Of  Right  To  Jury  Trial.  Lender  and  Borrower
                    ----------------------------------
acknowledge  and  agree  that  any  controversy  which may arise under this Loan
Agreement  or  any  other  Loan  Document  or  with  respect to the transactions
contemplated herein and therein would be based upon difficult and complex issues
and,  therefore,  the parties agree that any court proceeding arising out of any
such  controversy  will be tried in a court of competent jurisdiction by a judge
sitting  without  a  jury.

            [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]

                                       20
<PAGE>



                         CENTIV,  INC.,  an  Delaware  corporation

                         BY:/S/  THOMAS M. MASON
                           -----------------------------
                                 THOMAS M. MASON

                         ITS:  VICE PRESIDENT & CHIEF FINANCIAL OFFICER



                         COLE  TAYLOR  BANK

                         BY:/S/  KIMBERLY  CROTTY
                            ---------------------------
                                 KIMBERLY  CROTTY

                         ITS:  VICE  PRESIDENT

                                       21