Exhibit 4.1


NORWEST-BANK MINNESOTA                       CREDIT AGREEMENT
NATIONAL ASSOCIATION

THIS CREDIT AGREEMENT (the "Agreement") dated as of October 13, 1997 (the
"Effective Date") is between Norwest Bank Minnesota, National Association (the
"Bank") and Research, Incorporated (the "Borrower").

BACKGROUND

The Borrower has asked the Bank to renew its existing line of credit and
increase the amount of credit available under the Line to Five Million and
00/100 Dollars ($5,000,000.00), which the Borrower intends to use for working
capital purposes. Borrowings under the Line are currently evidenced by a
promissory note dated October 28, 1996 (the "1996 Revolving Note")

The Bank is agreeable to meeting the Borrower's request, provided that the
Borrower agrees to the terms and conditions of this Agreement.

The Revolving Note (as defined below), this Agreement, and all "Security
Documents" described in Exhibit B shall be referred to collectively as the
"Documents."

In consideration of the above premises, the Bank and the Borrower agree as
follows:

LINE OF CREDIT

LINE OF CREDIT AMOUNT. During the Line Availability Period defined below, the
       Bank agrees to provide a revolving line of credit (the "Line") to the
       Borrower. Outstanding amounts under the Line shall not, at any one time,
       exceed Five Million and 00/100 Dollars ($5,000,000.00). This is a
       conditional revolving line of credit and each advance under the Line, if
       made, shall be at the sole discretion of the Bank.

LINE AVAILABILITY PERIOD. The "Line Availability Period" shall mean the period
       of time from the Effective Date or the date on which all conditions
       precedent described in this Agreement have been met, whichever is later,
       to the Line Expiration Date of January 31, 1999.

THE REVOLVING NOTE. The Borrower's obligation to repay advances under the Line
       shall be evidenced by a single promissory note (the "Revolving Note")
       dated as of the Effective Date, and in form and content acceptable to the
       Bank. The Revolving Note shall replace, but not be deemed to satisfy, the
       1996 Revolving Note. The initial balance of the Revolving Note shall be
       the balance of the 1996 Revolving Note as of the Effective Date.
       Reference is made to the Revolving Note for interest rate and repayment
       terms.

MANDATORY PREPAYMENT. If at any time the principal outstanding under the
       Revolving Note plus the face amount of any outstanding Standby Letters of
       Credit and Documentary Letters of Credit (as defined below) exceed
       $5,000,000.00, the Borrower must immediately prepay the Revolving Note in
       an amount sufficient to eliminate the excess.

       If after making this prepayment the face amount of outstanding Standby
       Letters of Credit and Documentary Letters of Credit continue to exceed
       this amount, then the Borrower shall deposit sufficient cash into a
       non-interest bearing account to collateralize the excess. The Borrower
       hereby grants the Bank a security interest in these funds as security for
       all of the Borrower's obligations to the Bank.

STANDBY LETTERS OF CREDIT

Issuance and Expiration. During the Line Availability Period, the Bank agrees to
       issue standby letters of credit ("Standby L/Cs") for the account of the
       Borrower, provided that the Borrower is in compliance with the terms of
       this Agreement. Each Standby L/C will have a maximum expiry that shall be
       negotiated at the time of issuance. Prior to the issuance of a Standby
       L/C, the Borrower will execute the Bank's standard Application

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       and Agreement for Irrevocable Standby Letter of Credit (the "Standby L/C
       Agreement") and such other documents as the Bank deems necessary.

Fees.  The Borrower shall pay a Standby L/C fee of 2.0% per annum on the face
       amount of each Standby L/C, subject to a minimum fee of $200.00, and
       calculated on the basis of total days elapsed in a 360-day year. This fee
       shall be paid quarterly in advance and is in addition to all other fees
       or expenses provided for the Standby L/C Application.

Reduction of Line Availability. Availability under the Line shall be reduced
       dollar for dollar by the face amount of all outstanding Standby L/Cs,
       plus any unreimbursed draws. Without limiting any rights and remedies
       available to the Bank under any Standby L/C Agreement, any draw under a
       Standby L/C may, at the Bank's option, be repaid through an automatic
       advance under the Line, which shall be repayable according to the terms
       of this Agreement.

Cash Collateralization of Outstanding Standby L/Cs. Should a default occur under
       this Agreement, the Bank may require the Borrower to deposit with it in a
       non-interest bearing account, immediately available funds equal to the
       face amount of outstanding Standby L/Cs. The Borrower hereby grants the
       Bank a security interest in these funds as security for all of the
       Borrower's obligations to the Bank.

DOCUMENTARY LETTERS OF CREDIT

Issuance and Expiration. During the Line Availability Period, the Bank agrees to
       issue documentary letters of credit ("Documentary L/Cs") for the account
       of the Borrower, provided that the Borrower is in compliance with the
       terms of this Agreement. Each Documentary L/C must expire prior to the
       Line Expiration Date and must require drafts payable at sight.

       Prior to the issuance of a Documentary L/C, the Borrower will execute the
       Bank's standard Application and Agreement for Irrevocable Documentary
       Letters of Credit (the "Documentary L/C Agreement") and such other
       documents as the Bank deems necessary.

Fees and Expenses. Fees and expenses related to each Documentary L/C will be
       agreed upon at issuance.

Reduction of Line Availability. Availability under the Line shall be reduced
       dollar for dollar by the face amount of all outstanding Documentary L/Cs,
       plus any unreimbursed draws. Without limiting any rights and remedies
       available to the Bank under the Documentary L/C Agreement and related
       documents, any draw under a Documentary L/C may, at the Bank's option, be
       repaid through an automatic advance under the Line, which shall be
       repayable according to the terms of this Agreement.

Cash Collateralization of Outstanding Documentary L/Cs. Should a default occur
       under this Agreement the Bank may require the Borrower to deposit with it
       in a non-interest bearing account immediately available funds equal to
       the face amount of outstanding Documentary L/Cs. The Borrower hereby
       grants the Bank a security interest in these funds as security for all of
       the Borrower's obligations to the Bank.

FEES AND EXPENSES

DOCUMENTATION EXPENSE. The Borrower agrees to reimburse the Bank for its
       reasonable expenses relating to the preparation of the Documents and any
       possible future amendments to the Documents, which reimbursement may
       include, but shall not be limited to, reimbursement of reasonable
       attorneys' fees, including the allocated costs of the Bank's in-house
       counsel, which shall not be in excess of $375.00. Despite such
       reimbursement the Borrower acknowledges that the Bank's counsel is
       engaged solely to represent the Bank and does not represent the Borrower.

COLLECTION EXPENSE. In the event the Borrower fails to pay the Bank any amounts
       due under this Agreement or under the Documents, the Borrower shall pay
       all costs of collection, including reasonable attorneys' fees and legal
       expenses incurred by the Bank.

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ADVANCES AND PAYMENTS

REQUESTS FOR ADVANCES. Any Line advance requested under the terms of this
         Agreement shall be requested by telephone or in a writing delivered to
         the Bank (or transmitted via facsimile) by any person reasonably
         believed by the Bank to be authorized by the Borrower to do so. The
         Bank will not consider any such request following an event which is, or
         with notice or the lapse of time would be, an event of default under
         this Agreement. Proceeds shall be deposited into the Borrower's account
         at the Bank or disbursed in such other manner as the parties may agree.

LIBOR INTEREST RATE OPTION. In addition to interest rates based on the Base Rate
       Option defined in the Term Note, the Borrower may elect a fixed rate of
       interest for a fixed time period and principal amount agreeable to the
       Bank and Borrower that is based upon the margin stated in the Revolving
       Note and an interest rate derived from the current LIBOR rate available
       to the Bank on national or international money markets for a similar time
       period and dollar amount.

       To elect the LIBOR Interest Rate Option, as defined in the Revolving
       Note, the Borrower must request a quote from the Bank two days prior to
       funding, which must be accepted by the Borrower following quotation by
       the Bank as a condition to fixing. This request must designate an amount
       (the "LIBOR Interest Rate Portion") and a period (the "LIBOR Interest
       Rate Period"). The LIBOR Interest Rate Portion must be at least
       $100,000.00 and the LIBOR Interest Rate Period will be for 30, 60 or 90
       days or any other period to which the parties may agree. The Bank shall
       not be obligated to provide a LIBOR Interest Rate quote if it determines
       that no deposits with an amount and maturity equal to those for which a
       quotation has been requested are available to it in the London Interbank
       Market. The Borrower must orally accept a quote when received or it will
       be deemed rejected. If accepted, the LIBOR Interest Rate Option will
       remain in effect for the LIBOR Interest Rate Period specified in the
       quote. At the end of each LIBOR Interest Rate Period the principal amount
       subject to the LIBOR Interest Rate Option shall bear interest at the Base
       Rate Option (as defined in the Revolving Note).

PAYMENTS. All principal, interest and fees due under the Documents shall be paid
       by the direct debit of available funds deposited in the Borrower's
       account with the Bank. The Bank shall debit the account on the dates the
       payments become due. If a due date does not fall on a day on which the
       Bank is open for substantially all of its business (a "Banking Day",
       except as otherwise provided), the Bank shall debit the account on the
       next Banking Day, and interest shall continue to accrue during the
       extended period. If there are insufficient funds in the account on the
       day the Bank enters any debit authorized by this Agreement, the debit
       will be reversed and the payment shall be due immediately without
       necessity of demand by direct remittance of immediately available funds.
       For amounts bearing interest at the LIBOR Rate (if any) a Banking Day is
       a day on which the Bank is open for business and on which dealings in
       U.S. dollar deposits are carried on in the London interbank market.

SECURITY

       During the time period that credit is available under this Agreement, and
       afterward until all amounts due under the Documents are paid in full,
       unless the Bank shall otherwise agree in writing, all amounts due under
       this Agreement and the Documents shall be secured at all times as
       provided in Exhibit A. The Borrower also hereby grants the Bank a
       security interest (independent of the Bank's right of set-off) in its
       deposit accounts at the Bank and in any other debt obligations of the
       Bank to the Borrower.

CONDITIONS PRECEDENT

       The Borrower must deliver to the Bank the documents described in Exhibit
       A, properly executed and in form and content acceptable to the Bank,
       prior to the Bank's initial advance or disbursement under this Agreement.

REPRESENTATIONS AND WARRANTIES

       To induce the Bank to enter into this Agreement, the Borrower, to the
       best of its knowledge and upon due inquiry, makes the representations and
       warranties contained in Exhibit B. Each request for an advance or a

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       disbursement under this Agreement following the Effective Date
       constitutes a reaffirmation of these representations and warranties.

COVENANTS

FINANCIAL INFORMATION AND REPORTING

       Except as otherwise stated in this Agreement, all financial information
       provided to the Bank shall be compiled using generally accepted
       accounting principles consistently applied.

       During the time period that credit is available under this Agreement, and
       afterward until all amounts due under the Documents are paid in full,
       unless the Bank shall otherwise agree in writing, the Borrower agrees to:

Annual Financial Statements. Provide the Bank within 90 days of the Borrower's
       fiscal year end, the Borrower's annual financial statements. The
       statements must be audited with an unqualified opinion by a certified
       public accountant acceptable to the Bank.

Interim Financial Statements. Provide the Bank within 45 days of each fiscal
       quarter end, the Borrower's interim financial statements for the interim
       period then ending. The statements must be current through the end of
       that period and must be certified as correct by an officer of the
       Borrower in form acceptable to the Bank.

Compliance Certificate. Provide the Bank concurrently with the interim financial
       statements required above, a Compliance Certificate in the form of
       Exhibit C, that has been signed by an officer of the Borrower, which: 1)
       certifies that the statements have been accurately prepared in accordance
       with generally accepted accounting principles applied consistently with
       the last annual financial statements provided by the Borrower; 2)
       certifies that the officer has no knowledge of any event which has or
       might, after the lapse of time or the giving of notice, or both,
       constitute an event of default under this Agreement or any of the other
       Documents; and 3) demonstrates that the Borrower remains in compliance
       with all financial covenants that must be complied with as of the date of
       the financial statements.

Projected Financial Statements. Provide the Bank within 90 days of the 
       Borrower's fiscal year end, a projected balance sheet, income statement,
       and statement of cash flow for the upcoming fiscal year.

SEC Reporting. Provide the Bank within 90 days of filing with the Securities and
       Exchange Commission, copies of its Form 10-K Annual Report, and within 45
       days of each quarter end, copies of its Form 10-Q Quarterly Report.

Notices of Default. Provide the Bank prompt written notice of: 1) any event
       which has or might, after the lapse of time or the giving of notice, or
       both, constitute an event of default under any of this Agreement or any
       of the other Documents; or 2) any future event that would cause the
       representations and warranties contained in this Agreement to be untrue
       when applied to the Borrower's circumstances as of the date of such
       event.

Additional Information. Provide the Bank with such other information as it may
       reasonably request, and permit the Bank to visit and inspect its
       properties and examine its books and records.

FINANCIAL COVENANTS

       During the time period that credit is available under this Agreement, and
       afterward until all amounts due under the Documents are paid in full,
       unless the Bank shall otherwise agree in writing, the Borrower agrees to
       comply with the financial covenants described below, which shall be
       calculated using generally accepted accounting principles consistently
       applied, except as they may be otherwise modified by the following
       capitalized definitions:

       "Tangible Net Worth" means total assets less total liabilities and less
       the following types of assets: (1) leasehold improvements; (2)
       receivables and other investments in or amounts due from any shareholder,
       director, officer, employee or other person or entity related to or
       affiliated with the Borrower; (3) goodwill,

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       patents, copyrights, mailing lists, trade names, trademarks, servicing
       rights, organizational and franchise costs, bond underwriting costs and
       other like assets properly classified as intangible.

Tangible Net Worth. Maintain a minimum Tangible Net Worth of at least
       $5,500,000.00 as of the end of each fiscal quarter through and including
       June 30, 1998, and of at least $6,000,000.00 as of the end of the fiscal
       year ending September 30, 1998 and the end of each fiscal quarter
       thereafter.

Total Liabilities to Tangible Net Worth. Maintain a ratio of total liabilities
       to Tangible Net Worth of less than 1.3 to 1.0 as of the end of each
       fiscal quarter, through and including June 30, 1998, and of less than 1.3
       to 1.0 as of the end of the fiscal year ending September 30, 1998, and
       the end of each fiscal quarter thereafter.

Net Profit. Achieve a minimum pre-tax net profit of $750,000 as of September 30,
       1997, and of $700,000.00 as of September 30, 1998.

OTHER COVENANTS

       During the time period that credit is available under this Agreement, and
       afterward until all amounts due under the Documents are paid in full,
       unless the Bank shall otherwise agree in writing, the Borrower agrees to:

Additional Borrowings. Refrain from incurring any indebtedness except: 1) trade
       credit incurred in the ordinary course of business; 2) indebtedness
       expressly subordinated to the Bank in a writing acceptable to the Bank;
       3) indebtedness in existence on the date of this Agreement and disclosed
       in advance to the Bank in writing.

Other Liens, Assignments, and Subordinations. Refrain from allowing any security
       interest or lien on property it owns now or in the future, except: 1)
       liens, assignments, or subordinations in favor of the Bank; 2) liens,
       assignments, or subordinations outstanding on the date of this Agreement
       and disclosed in advance to the Bank in writing; 3) liens for taxes not
       delinquent or which the Borrower is contesting in good faith.

Change of Ownership. Refrain from permitting or suffering any change, direct or
       indirect, in its capital ownership in excess of 15%.

Change in Management. Refrain from permitting or suffering any material change
       in its management personnel or management structure.

Nature of Business. Refrain from engaging in any line of business materially
       different from that presently engaged in by the Borrower.

Guaranties. Refrain from assuming, guaranteeing, endorsing or otherwise becoming
       contingently liable for any obligations of any other person, except for
       those guaranties outstanding as of the Effective Date and disclosed to
       the Bank in writing.

Sale of Assets. Refrain from selling or leasing during any fiscal year assets
       with a cumulative value in excess of $200,000.00 other than sales of
       inventory in the ordinary course of business.

Deposit Accounts. Maintain its principal deposit accounts with the Bank.

Form of Organization and Mergers. Refrain from changing its legal form of
       organization, or consolidating, merging, pooling, syndicating or
       otherwise combining with any other entity.

Maintenance of Properties. Make all repairs, renewals or replacements necessary
       to keep its plant, properties and equipment in good working condition.

Books and Records. Maintain adequate books and records, refrain from making any
       material changes in its accounting procedures for tax or other purposes,
       and permit the Bank to inspect same upon reasonable notice.

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Compliance with Laws. Comply in all material respects with all laws applicable
       to its form of organization, business, and the ownership of its property.

Preservation of Rights. Maintain and preserve all permits, licenses, rights,
       privileges, charters and franchises that it now owns.

       These covenants were negotiated by the Bank and Borrower based on
       information provided to the Bank by the Borrower. A breach of a covenant
       is an indication that the risk of the transaction has increased. As
       consideration for any waiver or modification of these covenants, the Bank
       may require: additional collateral, guaranties or other credit support;
       higher fees or interest rates; and possible modifications to the
       Documents and the monitoring of the Agreement. The waiver or modification
       of any covenant that has been violated by the Borrower shall be made at
       the sole discretion of the Bank. These options do not limit the Bank's
       right to exercise its rights under Section 8 of this Agreement.

EVENTS OF DEFAULT AND REMEDIES

DEFAULT

       The Line is a conditional line of credit, which means that the Bank is
       not obligated to make advances under the Line even if the Borrower is in
       compliance with the terms of this Agreement, and the Revolving Note
       evidencing borrowings under the Line shall be payable by the Borrower
       upon DEMAND by the Bank.

       Despite this reservation of rights, upon the occurrence of any one or
       more of the following events of default, or at any time afterward unless
       the default has been cured, the Bank may declare the Line to be
       terminated and in its discretion accelerate and declare the unpaid
       principal, accrued interest and all other amounts payable under the
       Revolving Note and the Documents to be immediately due and payable:

Failure by the Borrower to make any payment of principal or interest due under
       any one of the Revolving Note or any Standby Letter of Credit Agreement
       or Documentary Letter of Credit Agreement which continues for 10 days
       after its due date, or failure to make the mandatory payment required
       under Section 1.4 of this Agreement.

Default by the Borrower in the observance or performance of any covenant or
       agreement contained in this Agreement, and continuance for more than 15
       days.

Default by the Borrower in the observance or performance of any covenant or
       agreement contained in any of the Documents (excepting defaults under
       this Agreement, which are addressed in the preceeding subsection), after
       giving effect to any grace period agreed to in any such Documents, if
       applicable.

Default by the Borrower with respect to any indebtedness or obligation owed to
       the Bank, which is unrelated to any loan or facility subject to the terms
       of this Agreement, or to any third party creditor, which would allow the
       maturity of any such indebtedness or obligation to be accelerated.

Failure by the Borrower to obtain a release of the security interest of Mep
       Abrahamson in all company assets on January 15, 1998 following repayment
       of the $766,000.00 promissory note dated May 28, 1997.

Any representation or warranty made by the Borrower to the Bank in this
       Agreement, or in any financial statement or report submitted to the Bank
       by or on behalf of the Borrower is untrue or misleading in any material
       respect.

A garnishment, levy or writ of attachment, or any local, state, or federal
       notice of tax lien or levy is made or issues against the Borrower, or any
       post judgment process or procedure is commenced or any supplementary
       remedy for the enforcement of a judgment is employed against the Borrower
       or the Borrower's property.

A material adverse change occurs in the Borrower's financial condition or 
       ability to repay its obligations to the Bank.

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IMMEDIATE DEFAULT

       If, with or without the Borrower's consent, a custodian, trustee or
       receiver is appointed for any of the Borrower's properties, or if a
       petition is filed by or against the Borrower under the United States
       Bankruptcy Code, or the Borrower is dissolved, liquidated, or winds up
       its business then each revolving facility documented in this Agreement
       shall immediately terminate without notice, and the unpaid principal,
       accrued interest, and all other amounts payable under the Revolving Note
       and the Documents shall become immediately due and payable without notice
       or demand.

SUPPLEMENTARY CROSS DEFAULT OF OTHER PROMISSORY NOTES

The    Borrower agrees that each promissory note evidencing indebtedness of the
       Borrower to the Bank which is not otherwise documented in this Agreement,
       and regardless of whether delivered before or after the Effective Date,
       shall hereby be amended on a supplementary basis to provide that each
       such promissory note may be accelerated by the Bank in its discretion
       following the occurrence of any event of default agreed to in Section
       8.1, or shall be accelerated and become immediately due and payable
       without notice by the Bank following the occurrence of any event of
       default agreed to in Section 8.2, which events of default and rights of
       acceleration are in addition to, and not exclusive of, any events of
       default and rights of acceleration agreed to in the promissory note
       itself.

MISCELLANEOUS.

No Waiver; Cumulative Remedies. No failure or delay by the Bank in exercising
       any rights under this Agreement shall be deemed a waiver of those rights.
       The remedies provided for in the Agreement are cumulative and not
       exclusive of any remedies provided by law.

Amendments or Modifications. Any amendment or modification of this Agreement
       must be in writing and signed by the Bank and Borrower. Any waiver of any
       provision in this Agreement must be in writing and signed by the Bank.

Binding Effect: Assignment. This Agreement and the Documents are binding on the
       successors and assigns of the Borrower and Bank. The Borrower may not
       assign its rights under this Agreement and the Documents without the
       Bank's prior written consent. The Bank may sell participations in or
       assign this Agreement and the Documents and exchange financial
       information about the Borrower with actual or potential participants or
       assignees.

Minnesota Law. This Agreement and the Documents shall be governed by the
       substantive laws of the State of Minnesota.

Severability of Provisions. If any part of this Agreement or the Documents are
       unenforceable, the rest of this Agreement or the Documents may still be
       enforced.

Integration. This Agreement and the Documents describes the entire understanding
       and agreement of the parties and supersedes all prior agreements between
       the Bank and the Borrower relating to each credit facility subject to
       this Agreement, whether verbal or in writing.

Address for notices to Bank:             Address for notices to Borrower:

  Norwest Bank Minnesota,                  Research, Incorporated
    National Association                   6425 Flying Cloud Drive
  7900 Xerxes Avenue South                 Eden Prairie, Minnesota 55344
  Bloomington, MN  55431                   Attention:  Claude Johnson
  Attention:  Doug Van Metre                           President
              Vice President

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NORWEST BANK MINNESOTA,                     RESEARCH, INCORPORATED
  NATIONAL ASSOCIATION

BY:  /S/ DOUGLAS L. VAN METRE               BY:  /S/ CLAUDE C. JOHNSON
    ---------------------------------           --------------------------------

ITS VICE PRESIDENT                          ITS PRESIDENT AND CEO
    ---------------------------------           --------------------------------


                                            BY:  /S/ RICHARD L. GROSE
                                                --------------------------------
                                            ITS TREASURER

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                                    EXHIBIT A
                        CONDITIONS PRECEDENT AND SECURITY

PLEASE NOTE: This Exhibit describes the Note or Notes, and all Security
Documents, Authorizations, Organizational Documents, and all other miscellaneous
documents, reports, certificates and other information required as a condition
to each advance or disbursement under the Agreement, whether or not they have
previously been delivered to the Bank.

Each Security Document described below must continue in full force and effect at
all times in accordance with its terms during the time period that credit is
available under this Agreement, and afterward until all amounts due under the
Documents are paid in full. The failure of any Security Document to meet these
requirements may result in an event of default under the Agreement and the
acceleration of all of the Borrower's obligations to the Bank evidenced by the
Documents.

NOTES

The Revolving Note

AUTHORIZATION

Certificate of Authority of Borrower. A Certificate of Authority executed by
such person or persons authorized by the Borrower's organizational documents
and/or agreements to do so, certifying the incumbency and signatures of the
officers or other persons authorized to execute the Documents, and authorizing
the execution of the Documents and performance in accordance with their terms.

ORGANIZATION

Articles of Incorporation and By-Laws. A recently certified copy of the
Borrower's Articles of Incorporation and By-laws, and any amendments, if
applicable.

Certificate of Good Standing. A recently certified copy of the Borrower's
Certificate of Good Standing.

OTHER

Arbitration Agreement. The Bank's standard form of Arbitration Agreement signed
by the Bank and Borrower, subjecting potential controversies between them to
binding arbitration, including but not limited to those relating to the
Documents and this Agreement.

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                                    EXHIBIT B
                         REPRESENTATIONS AND WARRANTIES

Organizational Status. The Borrower is a Corporation duly formed and in good
standing under the laws of the State of Minnesota.

Authorization. This Agreement, and the execution and delivery of the Documents,
is within the Borrower's powers, has been duly authorized and does not conflict
with any of the Borrower's organizational documents or any other agreement by
which the Borrower is bound, and has been signed by all persons authorized and
required to do so under its organizational documents.

Financial Reports. The Borrower has provided the Bank with the Borrower's annual
audited financial statement dated September 30, 1996 and its interim financial
statement dated August 31, 1997, and these statements fairly represent the
financial condition of the Borrower as of their respective dates and were
prepared in accordance with generally accepted accounting principals
consistently applied.

Litigation. There is no litigation or governmental proceeding pending or
threatened against the Borrower which could have a material adverse effect on
the Borrower's financial condition or business.

Taxes. The Borrower has paid when due all federal, state and local taxes.

No Default. There is no event which is, or with notice or the lapse of time
would be, an event of default under this Agreement.

ERISA. The Borrower is in compliance in all material respects with the Employee
Retirement Income Security Act of 1974 and has received no notice to the
contrary from the Pension Benefit Guaranty Corporation or any related
governmental entity.

Environmental Matters. 1) The Borrower is in compliance in all material respects
with all health and environmental laws applicable to the Borrower and its
operations and knows of no conditions or circumstances that could interfere with
such compliance in the future; 2) the Borrower has obtained all environmental
permits and approvals required by law for the operation of its business; and 3)
the Borrower has not identified any "recognized environmental conditions", as
that term is defined by the American Society for Testing and Materials in its
standards for environmental due diligence, which could subject the Borrower to
enforcement action if brought to the attention of appropriate governmental
authorities.