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                                                                   EXHIBIT 10.15

                     EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM




                               BORROWER AGREEMENT

         THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by
the entities identified as Borrower on the signature page hereof (collectively,
the "Borrower") in favor of the Export-Import Bank of the United States ("Ex-Im
Bank") and the institution identified as Lender on the signature page hereof
("Lender").

                                    RECITALS

         Borrower has requested that Lender establish a Loan Facility in favor
of Borrower for the purposes of providing Borrower with pre-export working
capital to finance the manufacture, production or purchase and subsequent export
sale of Items.

         It is a condition to the establishment of such Loan Facility that Ex-Im
Bank guarantee the payment of ninety percent (90%) of certain credit
accommodations subject to the terms and conditions of a Master Guarantee
Agreement, the Loan Authorization Agreement, and to the extent applicable, the
Delegated Authority Letter Agreement.

         Borrower is executing this Agreement for the benefit of Lender and
Ex-Im Bank in consideration for and as a condition to Lender's establishing the
Loan Facility and Ex-Im Bank's agreement to guarantee such Loan Facility
pursuant to the Master Guarantee Agreement.

         NOW, THEREFORE, Borrower hereby agrees as follows:

ARTICLE I
                                   DEFINITIONS

         1.01     DEFINITION OF TERMS. As used in this Agreement, including the
                  Recitals to this Agreement and the Loan Authorization
                  Agreement, the following terms shall have the following
                  meanings:

                  "Accounts Receivable" shall mean all of Borrower's now owned
         or hereafter acquired (a) "accounts" (as such term is defined in the
         UCC), other receivables, book debts and other forms of obligations,
         whether arising out of goods sold or services rendered or from any
         other transaction; (b) rights in, to and under all purchase orders or
         receipts for goods or services; (c) rights to any goods represented or
         purported to be represented by any of the foregoing (including unpaid
         sellers' rights of rescission,

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         replevin, reclamation and stoppage in transit and rights to returned,
         reclaimed or repossessed goods); (d) moneys due or to become due to
         such Borrower under all purchase orders and contracts for the sale of
         goods or the performance of services or both by Borrower (whether or
         not yet earned by performance on the part of Borrower), including the
         proceeds of the foregoing; (e) any notes, drafts, letters of credit,
         insurance proceeds or other instruments, documents and writings
         evidencing or supporting the foregoing; and (f) all collateral security
         and guarantees of any kind given by any other Person with respect to
         any of the foregoing.


                  "Advance Rate" shall mean the rate specified in Section 5(C)
         of the Loan Authorization Agreement for each category of Collateral.

                  "Business Day" shall mean any day on which the Federal Reserve
         Bank of New York is open for business.

                  "Buyer" shall mean a Person that has entered into one or more
         Export Orders with Borrower.

                  "Collateral" shall mean all property and interest in property
         in or upon which Lender has been granted a Lien as security for the
         payment of all the Loan Facility Obligations including the Collateral
         identified in Section 6 of the Loan Authorization Agreement and all
         products and proceeds (cash and non-cash) thereof.

                  "Commercial Letters of Credit" shall mean those letters of
         credit subject to the UCP payable in Dollars and issued or caused to be
         issued by Lender on behalf of Borrower under a Loan Facility for the
         benefit of a supplier(s) of Borrower in connection with Borrower's
         purchase of goods or services from the supplier in support of the
         export of the Items.

                  "Country Limitation Schedule" shall mean the schedule
         published from time to time by Ex-Im Bank and provided to Borrower by
         Lender which sets forth on a country by country basis whether and under
         what conditions Ex-Im Bank will provide coverage for the financing of
         export transactions to countries listed therein.

                  "Credit Accommodation Amount" shall mean, the sum of (a) the
         aggregate outstanding amount of Disbursements and (b) the aggregate
         outstanding face amount of Letter of Credit Obligations.

                  "Credit Accommodations" shall mean, collectively,
         Disbursements and Letter of Credit Obligations.

                  "Debarment Regulations" shall mean, collectively, (a) the
         Governmentwide Debarment and Suspension (Nonprocurement) regulations
         (Common Rule), 53 Fed. Reg. 19204 (May 26, 1988), (b) Subpart 9.4
         (Debarment, Suspension, and Ineligibility) of the Federal Acquisition
         Regulations, 48 C.F.R. 9.400-9.409 and (c) the revised Governmentwide
         Debarment and Suspension (Nonprocurement) regulations (Common Rule), 60
         Fed. Reg. 33037 (June 26, 1995).

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                  "Delegated Authority Letter Agreement" shall mean the
         Delegated Authority Letter Agreement, if any, between Ex-Im Bank and
         Lender.

                  "Disbursement" shall mean, collectively, (a) an advance of a
         working capital loan from Lender to Borrower under the Loan Facility,
         and (b) an advance to fund a drawing under a Letter of Credit issued or
         caused to be issued by Lender for the account of Borrower under the
         Loan Facility.

                  "Dollars" or "$" shall mean the lawful currency of the United
         States.

                  "Effective Date" shall mean the date on which (a) the Loan
         Documents are executed by Lender and Borrower or the date, if later, on
         which agreements are executed by Lender and Borrower adding the Loan
         Facility to an existing working capital loan arrangement between Lender
         and Borrower and (b) all of the conditions to the making of the initial
         Credit Accommodations under the Loan Documents or any amendments
         thereto have been satisfied.

                  "Eligible Export-Related Accounts Receivable" shall mean an
         Export-Related Account Receivable which is acceptable to Lender and
         which is deemed to be eligible pursuant to the Loan Documents, but in
         no event shall Eligible Export-Related Accounts Receivable include any
         Account Receivable:

                           (a)      that does not arise from the sale of Items
                  in the ordinary course of Borrower's business;

                           (b)      that is not subject to a valid, perfected
                  first priority Lien in favor of Lender;

                           (c)      as to which any covenant, representation or
                  warranty contained in the Loan Documents with respect to such
                  Account Receivable has been breached;

                           (d)      that is not owned by Borrower or is subject
                  to any right, claim or interest of another Person other than
                  the Lien in favor of Lender;

                           (e)      with respect to which an invoice has not
                  been sent;

                           (f)      that arises from the sale of defense
                  articles or defense services;

                           (g)      that is due and payable from a Buyer located
                  in a country with which Ex-Im Bank is prohibited from doing
                  business as designated in the Country Limitation Schedule;

                           (h)      that does not comply with the requirements
                  of the Country

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                  Limitation Schedule;

                           (i)      that is due and payable more than one
                  hundred eighty (180) days from the date of the invoice;

                           (j)      that is not paid within sixty (60) calendar
                  days from its original due date, unless it is insured through
                  Ex-Im Bank export credit insurance for comprehensive
                  commercial and political risk, or through Ex-Im Bank approved
                  private insurers for comparable coverage, in which case it is
                  not paid within ninety (90) calendar days from its due date;

                           (k)      that arises from a sale of goods to or
                  performance of services for an employee of Borrower, a
                  stockholder of Borrower, a subsidiary of Borrower, a Person
                  with a controlling interest in Borrower or a Person which
                  shares common controlling ownership with Borrower;

                           (l)      that is backed by a letter of credit unless
                  the Items covered by the subject letter of credit have been
                  shipped;

                           (m)      that Lender or Ex-Im Bank, in its reasonable
                  judgment, deems uncollectible for any reason;

                           (n)      that is due and payable in a currency other
                  than Dollars, except as may be approved in writing by Ex-Im
                  Bank;

                           (o)      that is due and payable from a military
                  Buyer, except as may be approved in writing by Ex-Im Bank;

                           (p)      that does not comply with the terms of sale
                  set forth in Section 7 of the Loan Authorization Agreement;

                           (q)      that is due and payable from a Buyer who (i)
                  applies for, suffers, or consents to the appointment of, or
                  the taking of possession by, a receiver, custodian, trustee or
                  liquidator of itself or of all or a substantial part of its
                  property or calls a meeting of its creditors, (ii) admits in
                  writing its inability, or is generally unable, to pay its
                  debts as they become due or ceases operations of its present
                  business, (iii) makes a general assignment for the benefit of
                  creditors, (iv) commences a voluntary case under any state or
                  federal bankruptcy laws (as now or hereafter in effect), (v)
                  is adjudicated as bankrupt or insolvent, (vi) files a petition
                  seeking to take advantage of any other law providing for the
                  relief of debtors, (vii) acquiesces to, or fails to have
                  dismissed, any petition which is filed against it in any
                  involuntary case under such bankruptcy laws, or (viii) takes
                  any action for the purpose of effecting any of the foregoing;

                           (r)      that arises from a bill-and-hold, guaranteed
                  sale, sale-and-return, sale on approval, consignment or any
                  other repurchase or return basis or is evidenced by chattel
                  paper;
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                           (s)      for which the Items giving rise to such
                  Account Receivable have not been shipped and delivered to and
                  accepted by the Buyer or the services giving rise to such
                  Account Receivable have not been performed by Borrower and
                  accepted by the Buyer or the Account Receivable otherwise does
                  not represent a final sale;

                           (t)      that is subject to any offset, deduction,
                  defense, dispute, or counterclaim or the Buyer is also a
                  creditor or supplier of Borrower or the Account Receivable is
                  contingent in any respect or for any reason;

                           (u)      for which Borrower has made any agreement
                  with the Buyer for any deduction therefrom, except for
                  discounts or allowances made in the ordinary course of
                  business for prompt payment, all of which discounts or
                  allowances are reflected in the calculation of the face value
                  of each respective invoice related thereto; or

                           (v)      for which any of the Items giving rise to
                  such Account Receivable have been returned, rejected or
                  repossessed.

                  "Eligible Export-Related Inventory" shall mean Export-Related
         Inventory which is acceptable to Lender and which is deemed to be
         eligible pursuant to the Loan Documents, but in no event shall Eligible
         Export-Related Inventory include any Inventory:

                           (a)      that is not subject to a valid, perfected
                  first priority Lien in favor of Lender;

                           (b)      that is located at an address that has not
                  been disclosed to Lender in writing;

                           (c)      that is placed by Borrower on consignment or
                  held by Borrower on consignment from another Person;

                           (d)      that is in the possession of a processor or
                  bailee, or located on premises leased or subleased to
                  Borrower, or on premises subject to a mortgage in favor of a
                  Person other than Lender, unless such processor or bailee or
                  mortgagee or the lessor or sublessor of such premises, as the
                  case may be, has executed and delivered all documentation
                  which Lender shall require to evidence the subordination or
                  other limitation or extinguishment of such Person's rights
                  with respect to such Inventory and Lender's right to gain
                  access thereto;

                           (e)      that is produced in violation of the Fair
                  Labor Standards Act or subject to the "hot goods" provisions
                  contained in 29 US.C.ss.215 or any successor statute or
                  section;

                           (f)      as to which any covenant, representation or
                  warranty with respect to such Inventory contained in the Loan
                  Documents has been breached;

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                           (g)      that is not located in the United States;

                           (h)      that is demonstration Inventory;

                           (i)      that consists of proprietary software (i.e.
                  software designed solely for Borrower's internal use and not
                  intended for resale);

                           (j)      that is damaged, obsolete, returned,
                  defective, recalled or unfit for further processing;

                           (k)      that has been previously exported from the
                  United States;

                           (l)      that constitutes defense articles or defense
                  services;

                           (m)      that is to be incorporated into Items
                  destined for shipment to a country as to which Ex-Im Bank is
                  prohibited from doing business as designated in the Country
                  Limitation Schedule;

                           (n)      that is to be incorporated into Items
                  destined for shipment to a Buyer located in a country in which
                  Ex-Im Bank coverage is not available for commercial reasons as
                  designated in the Country Limitation Schedule, unless and only
                  to the extent that such Items are to be sold to such country
                  on terms of a letter of credit confirmed by a bank acceptable
                  to Ex-Im Bank; or

                           (o)      that is to be incorporated into Items whose
                  sale would result in an Account Receivable which would not be
                  an Eligible Export-Related Account Receivable.

                  "Eligible Person" shall mean a sole proprietorship,
         partnership, limited liability partnership, corporation or limited
         liability company which (a) is domiciled, organized, or formed, as the
         case may be, in the United States; (b) is in good standing in the state
         of its formation or otherwise authorized to conduct business in the
         United States; (c) is not currently suspended or debarred from doing
         business with the United States government or any instrumentality,
         division, agency or department thereof; (d) exports or plans to export
         Items; (e) operates and has operated as a going concern for at least
         one (1) year; (f) has a positive tangible net worth determined in
         accordance with GAAP; and (g) has revenue generating operations
         relating to its core business activities for at least one year.

                  "ERISA" shall mean the Employee Retirement Income Security Act
         of 1974 and the rules and regulations promulgated thereunder.

                  "Export Order" shall mean a written export order or contract
         for the purchase by the Buyer from Borrower of any of the Items.

                  "Export-Related Accounts Receivable" shall mean those Accounts
         Receivable arising from the sale of Items which are due and payable to
         Borrower in the United States.


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                  "Export-Related Accounts Receivable Value" shall mean, at the
         date of determination thereof, the aggregate face amount of Eligible
         Export-Related Accounts Receivable less taxes, discounts, credits,
         allowances and Retainages, except to the extent otherwise permitted by
         Ex-Im Bank in writing.

                  "Export-Related Borrowing Base" shall mean, at the date of
         determination thereof, the sum of (a) the Export-Related Inventory
         Value multiplied by the Advance Rate applicable to Export-Related
         Inventory set forth in Section 5(C)(1) of the Loan Authorization
         Agreement, (b) the Export-Related Accounts Receivable Value multiplied
         by the Advance Rate applicable to Export-Related Accounts Receivable
         set forth in Section 5(C)(2) of the Loan Authorization Agreement, (c)
         if permitted by Ex-Im Bank in writing, the Retainage Value multiplied
         by the Retainage Advance Rate set forth in Section 5(C)(3) of the Loan
         Authorization Agreement and (d) the Other Assets Value multiplied by
         the Advance Rate applicable to Other Assets set forth in Section
         5(C)(4) of the Loan Authorization Agreement.

                  "Export-Related Borrowing Base Certificate" shall mean a
         certificate in the form provided or approved by Lender, executed by
         Borrower and delivered to Lender pursuant to the Loan Documents
         detailing the Export-Related Borrowing Base supporting the Credit
         Accommodations which reflects, to the extent included in the
         Export-Related Borrowing Base, Export-Related Accounts Receivable,
         Eligible Export-Related Accounts Receivable, Export-Related Inventory
         and Eligible Export-Related Inventory balances that have been
         reconciled with Borrower's general ledger, Accounts Receivable aging
         report and Inventory schedule.

                  "Export-Related General Intangibles" shall mean those General
         Intangibles necessary or desirable to or for the disposition of
         Export-Related Inventory.

                  "Export-Related Inventory" shall mean the Inventory of
         Borrower located in the United States that has been purchased,
         manufactured or otherwise acquired by Borrower for resale pursuant to
         Export Orders.

                  "Export-Related Inventory Value" shall mean, at the date of
         determination thereof, the lower of cost or market value of Eligible
         Export-Related Inventory of Borrower as determined in accordance with
         GAAP.

                  "Final Disbursement Date" shall mean, unless subject to an
         extension of such date agreed to by Ex-Im Bank, the last date on which
         Lender may make a Disbursement set forth in Section 10 of the Loan
         Authorization Agreement or, if such date is not a Business Day, the
         next succeeding Business Day; PROVIDED, HOWEVER, to the extent that
         Lender has not received cash collateral or an indemnity with respect to
         Letter of Credit Obligations outstanding on the Final Disbursement
         Date, the Final Disbursement Date with respect to an advance to fund a
         drawing under a Letter of Credit shall be no later than thirty (30)
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         Business Days after the expiry date of the Letter of Credit related
         thereto.

                  "GAAP" shall mean the generally accepted accounting principles
         issued by the American Institute of Certified Public Accountants as in
         effect from time to time.

                  "General Intangibles" shall mean all intellectual property and
         other "general intangibles" (as such term is defined in the UCC)
         necessary or desirable to or for the disposition of Inventory.

                  "Guarantor" shall mean each Person, if any, identified in
         Section 3 of the Loan Authorization Agreement who shall guarantee
         (jointly and severally if more than one) the payment and performance of
         all or a portion of the Loan Facility Obligations.

                  "Guaranty Agreement" shall mean a valid and enforceable
         agreement of guaranty executed by each Guarantor in favor of Lender.

                  "Inventory" shall mean all "inventory" (as such term is
         defined in the UCC), now or hereafter owned or acquired by Borrower,
         wherever located, including all inventory, merchandise, goods and other
         personal property which are held by or on behalf of Borrower for sale
         or lease or are furnished or are to be furnished under a contract of
         service or which constitute raw materials, work in process or materials
         used or consumed or to be used or consumed in Borrower's business or in
         the processing, production, packaging, promotion, delivery or shipping
         of the same, including other supplies.

                  "ISP" shall mean the International Standby Practices-ISP98,
         International Chamber of Commerce Publication No. 590 and any
         amendments and revisions thereof.

                  "Issuing Bank" shall mean the bank that issues a Letter of
         Credit, which bank is Lender itself or a bank that Lender has caused to
         issue a Letter of Credit by way of guarantee.

                  "Items" shall mean the finished goods or services which are
         intended for export from the United States, as specified in Section
         4(A) of the Loan Authorization Agreement.

                  "Letter of Credit" shall mean a Commercial Letter of Credit or
         a Standby Letter of Credit.

                  "Letter of Credit Obligations" shall mean all outstanding
         obligations incurred by Lender, whether direct or indirect, contingent
         or otherwise, due or not due, in connection with the issuance or
         guarantee by Lender or the Issuing Bank of Letters of Credit.

                  "Lien" shall mean any mortgage, security deed or deed of
         trust, pledge, hypothecation, assignment, deposit arrangement, lien,
         charge, claim, security interest, security title, easement or
         encumbrance, or preference, priority or other security agreement or
         preferential arrangement of any kind or nature whatsoever (including
         any lease or title retention agreement, any financing lease having
         substantially the same economic effect as any of the foregoing, and the
         filing of, or agreement to give, any
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         financing statement perfecting a security interest under the UCC or
         comparable law of any jurisdiction) by which property is encumbered or
         otherwise charged.

                  "Loan Agreement" shall mean a valid and enforceable agreement
         between Lender and Borrower setting forth the terms and conditions of
         the Loan Facility.

                  "Loan Authorization Agreement" shall mean the Loan
         Authorization Agreement entered into between Lender and Ex-Im Bank or
         the Loan Authorization Notice setting forth certain terms and
         conditions of the Loan Facility, a copy of which is attached hereto as
         Annex A.

                  "Loan Authorization Notice" shall mean the Loan Authorization
         Notice executed by Lender and delivered to Ex-Im Bank in accordance
         with the Delegated Authority Letter Agreement setting forth the terms
         and conditions of each Loan Facility.

                  "Loan Documents" shall mean the Loan Authorization Agreement,
         the Loan Agreement, this Agreement, each promissory note (if
         applicable), each Guaranty Agreement, and all other instruments,
         agreements and documents now or hereafter executed by Borrower or any
         Guarantor evidencing, securing, guaranteeing or otherwise relating to
         the Loan Facility or any Credit Accommodations made thereunder.

                  "Loan Facility" shall mean the Revolving Loan Facility, the
         Transaction Specific Loan Facility or the Transaction Specific
         Revolving Loan Facility established by Lender in favor of Borrower
         under the Loan Documents.

                  "Loan Facility Obligations" shall mean all loans, advances,
         debts, expenses, fees, liabilities, and obligations for the performance
         of covenants, tasks or duties or for payment of monetary amounts
         (whether or not such performance is then required or contingent, or
         amounts are liquidated or determinable) owing by Borrower to Lender, of
         any kind or nature, present or future, arising in connection with the
         Loan Facility.

                  "Loan Facility Term" shall mean the number of months from the
         Effective Date to the Final Disbursement Date as originally set forth
         in the Loan Authorization Agreement.

                  "Master Guarantee Agreement" shall mean the Master Guarantee
         Agreement between Ex-Im Bank and Lender, as amended, modified,
         supplemented and restated from time to time.

                  "Material Adverse Effect" shall mean a material adverse effect
         on (a) the business, assets, operations, prospects or financial or
         other condition of Borrower or any Guarantor, (b) Borrower's ability to
         pay or perform the Loan Facility Obligations in accordance with the
         terms thereof, (c) the Collateral or Lender's Liens on the Collateral
         or the priority of such Lien or (d) Lender's rights and remedies under
         the Loan Documents.
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                  "Maximum Amount" shall mean the maximum principal balance of
         Credit Accommodations that may be outstanding at any time under the
         Loan Facility specified in Section 5(A) of the Loan Authorization
         Agreement.

                  "Other Assets" shall mean the Collateral, if any, described in
         Section 5(C)(4) of the Loan Authorization Agreement.

                  "Other Assets Value" shall mean, at the date of determination
         thereof, the value of the Other Assets as determined in accordance with
         GAAP.

                  "Permitted Liens" shall mean (a) Liens for taxes, assessments
         or other governmental charges or levies not delinquent, or, being
         contested in good faith and by appropriate proceedings and with respect
         to which proper reserves have been taken by Borrower; PROVIDED, THAT,
         the Lien shall have no effect on the priority of the Liens in favor of
         Lender or the value of the assets in which Lender has such a Lien and a
         stay of enforcement of any such Lien shall be in effect; (b) deposits
         or pledges securing obligations under worker's compensation,
         unemployment insurance, social security or public liability laws or
         similar legislation; (c) deposits or pledges securing bids, tenders,
         contracts (other than contracts for the payment of money), leases,
         statutory obligations, surety and appeal bonds and other obligations of
         like nature arising in the ordinary course of Borrower's business; (d)
         judgment Liens that have been stayed or bonded; (e) mechanics',
         workers', materialmen's or other like Liens arising in the ordinary
         course of Borrower's business with respect to obligations which are not
         due; (f) Liens placed upon fixed assets hereafter acquired to secure a
         portion of the purchase price thereof, provided, that, any such Lien
         shall not encumber any other property of Borrower; (g) security
         interests being terminated concurrently with the execution of the Loan
         Documents; (h) Liens in favor of Lender securing the Loan Facility
         Obligations; and (i) Liens disclosed in Section 6(D) of the Loan
         Authorization Agreement.

                  "Person" shall mean any individual, sole proprietorship,
         partnership, limited liability partnership, joint venture, trust,
         unincorporated organization, association, corporation, limited
         liability company, institution, public benefit corporation, entity or
         government (whether national, federal, provincial, state, county, city,
         municipal or otherwise, including any instrumentality, division,
         agency, body or department thereof), and shall include such Person's
         successors and assigns.

                  "Principals" shall mean any officer, director, owner, partner,
         key employee, or other Person with primary management or supervisory
         responsibilities with respect to Borrower or any other Person (whether
         or not an employee) who has critical influence on or substantive
         control over the transactions covered by this Agreement.

                  "Retainage" shall mean that portion of the purchase price of
         an Export Order that a Buyer is not obligated to pay until the end of a
         specified period of time following the satisfactory performance under
         such Export Order.

                  "Retainage Accounts Receivable" shall mean those portions of
         Eligible Export-Related Accounts Receivable arising out of a Retainage.

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                  "Retainage Advance Rate" shall mean the percentage rate
         specified in Section 5(C)(3) of the Loan Authorization Agreement as the
         Advance Rate for the Retainage Accounts Receivable of Borrower.

                  "Retainage Value" shall mean, at the date of determination
         thereof, the aggregate face amount of Retainage Accounts Receivable,
         less taxes, discounts, credits and allowances, except to the extent
         otherwise permitted by Ex-Im Bank in writing.

                  "Revolving Loan Facility" shall mean the credit facility or
         portion thereof established by Lender in favor of Borrower for the
         purpose of providing pre-export working capital in the form of loans
         and/or Letters of Credit to finance the manufacture, production or
         purchase and subsequent export sale of Items pursuant to Loan Documents
         under which Credit Accommodations may be made and repaid on a
         continuous basis based solely on the Export-Related Borrowing Base
         during the term of such credit facility.

                  "Special Conditions" shall mean those conditions, if any, set
         forth in Section 13 of the Loan Authorization Agreement.

                  "Specific Export Orders" shall mean those Export Orders
         specified in Section 5(D) of the Loan Authorization Agreement.

                  "Standby Letter of Credit" shall mean those letters of credit
         subject to the ISP or UCP issued or caused to be issued by Lender for
         Borrower's account that can be drawn upon by a Buyer only if Borrower
         fails to perform all of its obligations with respect to an Export
         Order.

                  "Transaction Specific Loan Facility" shall mean a credit
         facility or a portion thereof established by Lender in favor of
         Borrower for the purpose of providing pre-export working capital in the
         form of loans and/or Letters of Credit to finance the manufacture,
         production or purchase and subsequent export sale of Items pursuant to
         Loan Documents under which Credit Accommodations are made based solely
         on the Export-Related Borrowing Base relating to Specific Export Orders
         and once such Credit Accommodations are repaid they may not be
         reborrowed.

                  "Transaction Specific Revolving Loan Facility" shall mean a
         Revolving Credit Facility established to provide financing of Specific
         Export Orders.

                  "UCC" shall mean the Uniform Commercial Code as the same may
         be in effect from time to time in the jurisdiction in which Borrower or
         Collateral is located.

                  "UCP" shall mean the Uniform Customs and Practice for
         Documentary Credits (1993 Revision), International Chamber of Commerce
         Publication No. 500 and any amendments and revisions thereof.
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                  "U.S." or "United States" shall mean the United States of
         America and its territorial possessions.

                  "U.S. Content" shall mean with respect to any Item all the
         labor, materials and services which are of U.S. origin or manufacture,
         and which are incorporated into an Item in the United States.

                  "Warranty" shall mean Borrower's guarantee to Buyer that the
         Items will function as intended during the warranty period set forth in
         the applicable Export Order.

                  "Warranty Letter of Credit" shall mean a Standby Letter of
         Credit which is issued or caused to be issued by Lender to support the
         obligations of Borrower with respect to a Warranty or a Standby Letter
         of Credit which by its terms becomes a Warranty Letter of Credit.


         1.02     RULES OF CONSTRUCTION. For purposes of this Agreement, the
                  following additional rules of construction shall apply, unless
                  specifically indicated to the contrary: (a) wherever from the
                  context it appears appropriate, each term stated in either the
                  singular or plural shall include the singular and the plural,
                  and pronouns stated in the masculine, feminine or neuter
                  gender shall include the masculine, the feminine and the
                  neuter; (b) the term "or" is not exclusive; (c) the term
                  "including" (or any form thereof) shall not be limiting or
                  exclusive; (d) all references to statutes and related
                  regulations shall include any amendments of same and any
                  successor statutes and regulations; (e) the words "this
                  Agreement", "herein", "hereof", "hereunder" or other words of
                  similar import refer to this Agreement as a whole including
                  the schedules, exhibits, and annexes hereto as the same may be
                  amended, modified or supplemented; (f) all references in this
                  Agreement to sections, schedules, exhibits, and annexes shall
                  refer to the corresponding sections, schedules, exhibits, and
                  annexes of or to this Agreement; and (g) all references to any
                  instruments or agreements, including references to any of the
                  Loan Documents, or the Delegated Authority Letter Agreement
                  shall include any and all modifications, amendments and
                  supplements thereto and any and all extensions or renewals
                  thereof to the extent permitted under this Agreement.

         1.03     INCORPORATION OF RECITALS. The Recitals to this Agreement are
                  incorporated into and shall constitute a part of this
                  Agreement.



ARTICLE II
                             OBLIGATIONS OF BORROWER

         Until payment in full of all Loan Facility Obligations and termination
of the Loan Documents, Borrower agrees as follows:

         2.01     USE OF CREDIT ACCOMMODATIONS. (a) Borrower shall use Credit
                  Accommodations


<PAGE>

                  only for the purpose of enabling Borrower to finance the cost
                  of manufacturing, producing, purchasing or selling the Items.
                  Borrower may not use any of the Credit Accommodations for the
                  purpose of: (i) servicing or repaying any of Borrower's
                  pre-existing or future indebtedness unrelated to the Loan
                  Facility (unless approved by Ex-Im Bank in writing); (ii)
                  acquiring fixed assets or capital goods for use in Borrower's
                  business; (iii) acquiring, equipping or renting commercial
                  space outside of the United States; (iv) paying the salaries
                  of non U.S. citizens or non-U.S. permanent residents who are
                  located in offices outside of the United States; or (v) in
                  connection with a Retainage or Warranty (unless approved by
                  Ex-Im Bank in writing).

                  (b)      In addition, no Credit Accommodation may be used to
finance the manufacture, purchase or sale of any of the following:

                           (i)      Items to be sold or resold to a Buyer
                  located in a country as to which Ex-Im Bank is prohibited from
                  doing business as designated in the Country Limitation
                  Schedule;

                           (ii)     that part of the cost of the Items which is
                  not U.S. Content unless such part is not greater than fifty
                  percent (50%) of the cost of the Items and is incorporated
                  into the Items in the United States;

                           (iii)    defense articles or defense services; or

                           (iv)     without Ex-Im Bank's prior written consent,
                  any Items to be used in the construction, alteration,
                  operation or maintenance of nuclear power, enrichment,
                  reprocessing, research or heavy water production facilities.

         2.02     LOAN DOCUMENTS AND LOAN AUTHORIZATION AGREEMENT. (a) Each Loan
                  Document and this Agreement have been duly executed and
                  delivered on behalf of Borrower, and each such Loan Document
                  and this Agreement are and will continue to be a legal and
                  valid obligation of Borrower, enforceable against it in
                  accordance with its terms.

                  (b)      Borrower shall comply with all of the terms and
conditions of the Loan Documents, this Agreement and the Loan Authorization
Agreement.

         2.03     EXPORT-RELATED BORROWING BASE CERTIFICATES AND EXPORT ORDERS.
                  In order to receive Credit Accommodations under the Loan
                  Facility, Borrower shall have delivered to Lender an
                  Export-Related Borrowing Base Certificate as frequently as
                  required by Lender but at least within the past thirty (30)
                  calendar days and a copy of the Export Order(s) (or, for
                  Revolving Loan Facilities, if permitted by Lender, a written
                  summary of the Export Orders) against which Borrower is
                  requesting Credit Accommodations. If Lender permits summaries
                  of Export Orders, Borrower shall also deliver promptly to
                  Lender copies of any Export Orders requested by Lender. In
                  addition, so long as there are any Credit


<PAGE>

                  Accommodations outstanding under the Loan Facility, Borrower
                  shall deliver to Lender at least once each month no later than
                  the twentieth (20th) day of such month or more frequently as
                  required by the Loan Documents, an Export-Related Borrowing
                  Base Certificate.

         2.04     EXCLUSIONS FROM THE EXPORT-RELATED BORROWING BASE. In
                  determining the Export-Related Borrowing Base, Borrower shall
                  exclude therefrom Inventory which is not Eligible
                  Export-Related Inventory and Accounts Receivable which are not
                  Eligible Export-Related Accounts Receivable. Borrower shall
                  promptly, but in any event within five (5) Business Days,
                  notify Lender (a) if any then existing Export-Related
                  Inventory no longer constitutes Eligible Export-Related
                  Inventory or (b) of any event or circumstance which to
                  Borrower's knowledge would cause Lender to consider any then
                  existing Export-Related Accounts Receivable as no longer
                  constituting an Eligible Export-Related Accounts Receivable.

         2.05     FINANCIAL STATEMENTS. Borrower shall deliver to Lender the
                  financial statements required to be delivered by Borrower in
                  accordance with Section 11 of the Loan Authorization
                  Agreement.

         2.06     SCHEDULES, REPORTS AND OTHER STATEMENTS. Borrower shall submit
                  to Lender in writing each month (a) an Inventory schedule for
                  the preceding month and (b) an Accounts Receivable aging
                  report for the preceding month detailing the terms of the
                  amounts due from each Buyer. Borrower shall also furnish to
                  Lender promptly upon request such information, reports,
                  contracts, invoices and other data concerning the Collateral
                  as Lender may from time to time specify.

         2.07     ADDITIONAL SECURITY OR PAYMENT. (a) Borrower shall at all
                  times ensure that the Export-Related Borrowing Base equals or
                  exceeds the Credit Accommodation Amount. If informed by Lender
                  or if Borrower otherwise has actual knowledge that the
                  Export-Related Borrowing Base is at any time less than the
                  Credit Accommodation Amount, Borrower shall, within five (5)
                  Business Days, either (i) furnish additional Collateral to
                  Lender, in form and amount satisfactory to Lender and Ex-Im
                  Bank or (ii) pay to Lender an amount equal to the difference
                  between the Credit Accommodation Amount and the Export-Related
                  Borrowing Base.

                  (b) For purposes of this Agreement, in determining the
Export-Related Borrowing Base there shall be deducted from the Export-Related
Borrowing Base (i) an amount equal to twenty-five percent (25%) of the
outstanding face amount of Commercial Letters of Credit and Standby Letters of
Credit and (ii) one hundred percent (100%) of the face amount of Warranty
Letters of Credit less the amount of cash collateral held by Lender to secure
Warranty Letters of Credit.

                  (c) Unless otherwise approved in writing by Ex-Im Bank, for
Revolving Loan Facilities (other than Transaction Specific Revolving Loan
Facilities), Borrower shall at all times ensure that the outstanding principal
balance of the Credit Accommodations that is supported by Export-Related
Inventory does not exceed sixty percent (60%) of the sum of the total
outstanding principal balance of the Disbursements and the undrawn face amount
of all outstanding Commercial Letters of Credit. If informed by Lender or if
Borrower otherwise has actual knowledge that the outstanding principal balance
of the Credit Accommodations that is supported by Inventory exceeds sixty
percent (60%) of the sum of the total outstanding principal balance of the
Disbursements and the undrawn face amount of all

<PAGE>
outstanding Commercial Letters of Credit, Borrower shall, within five (5)
Business Days, either (i) furnish additional non-Inventory Collateral to Lender,
in form and amount satisfactory to Lender and Ex-Im Bank, or (ii) pay down the
applicable portion of the Credit Accommodations so that the above described
ratio is not exceeded.

         2.08     CONTINUED SECURITY INTEREST. Borrower shall not change (a) its
                  name or identity in any manner, (b) the location of its
                  principal place of business, (c) the location of any of the
                  Collateral or (d) the location of any of the books or records
                  related to the Collateral, in each instance without giving
                  thirty (30) days prior written notice thereof to Lender and
                  taking all actions deemed necessary or appropriate by Lender
                  to continuously protect and perfect Lender's Liens upon the
                  Collateral.

         2.09     INSPECTION OF COLLATERAL. Borrower shall permit the
                  representatives of Lender and Ex-Im Bank to make at any time
                  during normal business hours inspections of the Collateral and
                  of Borrower's facilities, activities, and books and records,
                  and shall cause its officers and employees to give full
                  cooperation and assistance in connection therewith.

         2.10     GENERAL INTANGIBLES. Borrower represents and warrants that it
                  owns, or is licensed to use, all General Intangibles necessary
                  to conduct its business as currently conducted except where
                  the failure of Borrower to own or license such General
                  Intangibles could not reasonably be expected to have a
                  Material Adverse Effect.

         2.11     NOTICE OF CERTAIN EVENTS. Borrower shall promptly, but in any
                  event within five (5) Business Days, notify Lender in writing
                  of the occurrence of any of the following:

                                (a)      Borrower or any Guarantor (i) applies
                        for, consents to or suffers the appointment of, or the
                        taking of possession by, a receiver, custodian, trustee,
                        liquidator or similar fiduciary of itself or of all or a
                        substantial part of its property or calls a meeting of
                        its creditors, (ii) admits in writing its inability, or
                        is generally unable, to pay its debts as they become due
                        or ceases operations of its present business, (iii)
                        makes a general assignment for the benefit of creditors,
                        (iv) commences a voluntary case under any state or
                        federal bankruptcy laws (as now or hereafter in effect),
                        (v) is adjudicated as bankrupt or insolvent, (vi) files
                        a petition seeking to take advantage of any other law
                        providing for the relief of debtors, (vii) acquiesces
                        to, or fails to have dismissed within thirty (30)

<PAGE>

                        days, any petition filed against it in any involuntary
                        case under such bankruptcy laws, or (viii) takes any
                        action for the purpose of effecting any of the
                        foregoing;

                                (b)      any Lien in any of the Collateral,
                        granted or intended by the Loan Documents to be granted
                        to Lender, ceases to be a valid, enforceable, perfected,
                        first priority Lien (or a lesser priority if expressly
                        permitted pursuant to Section 6 of the Loan
                        Authorization Agreement) subject only to Permitted
                        Liens;

                                (c)      the issuance of any levy, assessment,
                        attachment, seizure or Lien, other than a Permitted
                        Lien, against any of the Collateral which is not stayed
                        or lifted within thirty (30) calendar days;

                                (d)      any proceeding is commenced by or
                        against Borrower or any Guarantor for the liquidation of
                        its assets or dissolution;

                                (e)      any litigation is filed against
                        Borrower or any Guarantor which has had or could
                        reasonably be expected to have a Material Adverse Effect
                        and such litigation is not withdrawn or dismissed within
                        thirty (30) calendar days of the filing thereof;

                                (f)      any default or event of default under
                        the Loan Documents;

                                (g)      any failure to comply with any terms of
                        the Loan Authorization Agreement;

                                (h)      any material provision of any Loan
                        Document or this Agreement for any reason ceases to be
                        valid, binding and enforceable in accordance with its
                        terms;

                                (i)      any event which has had or could
                        reasonably be expected to have a Material Adverse
                        Effect; or

                                (j)      the Credit Accommodation Amount exceeds
                        the applicable Export-Related Borrowing Base.

         2.12     INSURANCE. Borrower will at all times carry property,
                  liability and other insurance, with insurers acceptable to
                  Lender, in such form and amounts, and with such deductibles
                  and other provisions, as Lender shall require, and Borrower
                  will provide evidence of such insurance to Lender, so that
                  Lender is satisfied that such insurance is, at all times, in
                  full force and effect. Each property insurance policy shall
                  name Lender as loss payee and shall contain a lender's loss
                  payable endorsement in form acceptable to Lender and each
                  liability insurance policy shall name Lender as an additional
                  insured. All policies of insurance shall provide that they may
                  not be cancelled or changed without at least ten (10) days'
                  prior written notice to Lender and shall otherwise be in form
                  and substance satisfactory to Lender. Borrower will promptly
                  deliver to Lender copies of all reports made to insurance
                  companies.
<PAGE>
         2.13     TAXES. Borrower has timely filed all tax returns and reports
                  required by applicable law, has timely paid all applicable
                  taxes, assessments, deposits and contributions owing by
                  Borrower and will timely pay all such items in the future as
                  they became due and payable. Borrower may, however, defer
                  payment of any contested taxes; provided, that Borrower (a) in
                  good faith contests Borrower's obligation to pay such taxes by
                  appropriate proceedings promptly and diligently instituted and
                  conducted; (b) notifies Lender in writing of the commencement
                  of, and any material development in, the proceedings; (c)
                  posts bonds or takes any other steps required to keep the
                  contested taxes from becoming a Lien upon any of the
                  Collateral; and (d) maintains adequate reserves therefor in
                  conformity with GAAP.

         2.14     COMPLIANCE WITH LAWS. Borrower represents and warrants that it
                  has complied in all material respects with all provisions of
                  all applicable laws and regulations, including those relating
                  to Borrower's ownership of real or personal property, the
                  conduct and licensing of Borrower's business, the payment and
                  withholding of taxes, ERISA and other employee matters, safety
                  and environmental matters.

         2.15     NEGATIVE COVENANTS. Without the prior written consent of Ex-Im
                  Bank and Lender, Borrower shall not (a) merge, consolidate or
                  otherwise combine with any other Person; (b) acquire all or
                  substantially all of the assets or capital stock of any other
                  Person; (c) sell, lease, transfer, convey, assign or otherwise
                  dispose of any of its assets, except for the sale of Inventory
                  in the ordinary course of business and the disposition of
                  obsolete equipment in the ordinary course of business; (d)
                  create any Lien on the Collateral except for Permitted Liens;
                  (e) make any material changes in its organizational structure
                  or identity; or (f) enter into any agreement to do any of the
                  foregoing.

         2.16     REBORROWINGS AND REPAYMENT TERMS. (a) If the Loan Facility is
                  a Revolving Loan Facility, provided that Borrower is not in
                  default under any of the Loan Documents, Borrower may borrow,
                  repay and reborrow amounts under the Loan Facility until the
                  close of business on the Final Disbursement Date. Unless the
                  Revolving Loan Facility is renewed or extended by Lender with
                  the consent of Ex-Im Bank, Borrower shall pay in full the
                  outstanding Loan Facility Obligations and all accrued and
                  unpaid interest thereon no later than the first Business Day
                  after the Final Disbursement Date.

                  (b) If the Loan Facility is a Transaction Specific Loan
Facility, Borrower shall, within two (2) Business Days of the receipt thereof,
pay to Lender (for application against the outstanding Loan Facility Obligations
and accrued and unpaid interest thereon) all checks, drafts, cash and other
remittances it may receive in payment or on account of the Export-Related
Accounts Receivable or any other Collateral, in precisely the form received
(except for the endorsement of Borrower where necessary). Pending such deposit,
Borrower shall hold such amounts in trust for Lender separate and apart and
shall not commingle any such items of payment with any of its other funds or
property.

<PAGE>

         2.17     CROSS DEFAULT. Borrower shall be deemed in default under the
                  Loan Facility if Borrower fails to pay when due any amount
                  payable to Lender under any loan or other credit
                  accommodations to Borrower whether or not guaranteed by Ex-Im
                  Bank.

         2.18     MUNITIONS LIST. If any of the Items are articles, services, or
                  related technical data that are listed on the United States
                  Munitions List (part 121 of title 22 of the Code of Federal
                  Regulations), Borrower shall send a written notice promptly,
                  but in any event within five (5) Business Days, of Borrower
                  learning thereof to Lender describing the Items(s) and the
                  corresponding invoice amount.

         2.19     SUSPENSION AND DEBARMENT, ETC. On the date of this Agreement
                  neither Borrower nor its Principals are (a) debarred,
                  suspended, proposed for debarment with a final determination
                  still pending, declared ineligible or voluntarily excluded (as
                  such terms are defined under any of the Debarment Regulations
                  referred to below) from participating in procurement or
                  nonprocurement transactions with any United States federal
                  government department or agency pursuant to any of the
                  Debarment Regulations or (b) indicted, convicted or had a
                  civil judgment rendered against Borrower or any of its
                  Principals for any of the offenses listed in any of the
                  Debarment Regulations. Unless authorized by Ex-Im Bank,
                  Borrower will not knowingly enter into any transactions in
                  connection with the Items with any person who is debarred,
                  suspended, declared ineligible or voluntarily excluded from
                  participation in procurement or nonprocurement transactions
                  with any United States federal government department or agency
                  pursuant to any of the Debarment Regulations. Borrower will
                  provide immediate written notice to Lender if at any time it
                  learns that the certification set forth in this Section 2.19
                  was erroneous when made or has become erroneous by reason of
                  changed circumstances.



ARTICLE III
                               RIGHTS AND REMEDIES

         3.01     INDEMNIFICATION. Upon Ex-Im Bank's payment of a Claim to
                  Lender in connection with the Loan Facility pursuant to the
                  Master Guarantee Agreement, Ex-Im Bank may assume all rights
                  and remedies of Lender under the Loan Documents and may
                  enforce any such rights or remedies against Borrower, the
                  Collateral and any Guarantors. Borrower shall hold Ex-Im Bank
                  and Lender harmless from and indemnify them against any and
                  all liabilities, damages, claims, costs and losses incurred or
                  suffered by either of them resulting from (a) any materially
                  incorrect certification or statement knowingly made by
                  Borrower or its agent to Ex-Im Bank or Lender in connection
                  with the Loan Facility, this Agreement, the Loan Authorization
                  Agreement or any other Loan Documents or (b) any material
                  breach by Borrower of the terms and conditions of this
                  Agreement, the Loan Authorization Agreement or any of the
                  other Loan Documents. Borrower also acknowledges that any
                  statement, certification or representation made by Borrower in
                  connection with the Loan Facility is subject

<PAGE>

                  to the penalties provided in Article 18 U.S.C. Section 1001.

         3.02     LIENS. Borrower agrees that any and all Liens granted by it to
                  Lender are also hereby granted to Ex-Im Bank to secure
                  Borrower's obligation, however arising, to reimburse Ex-Im
                  Bank for any payments made by Ex-Im Bank pursuant to the
                  Master Guarantee Agreement. Lender is authorized to apply the
                  proceeds of, and recoveries from, any property subject to such
                  Liens to the satisfaction of Loan Facility Obligations in
                  accordance with the terms of any agreement between Lender and
                  Ex-Im Bank.

                                   ARTICLE IV
                                  MISCELLANEOUS

         4.01     GOVERNING LAW. This Agreement and the Loan Authorization
                  Agreement and the obligations arising under this Agreement and
                  the Loan Authorization Agreement shall be governed by, and
                  construed in accordance with, the law of the state governing
                  the Loan Documents.

         4.02     NOTIFICATION. All notices required by this Agreement shall be
                  given in the manner and to the parties provided for in the
                  Loan Agreement.

         4.03     PARTIAL INVALIDITY. If at any time any of the provisions of
                  this Agreement becomes illegal, invalid or unenforceable in
                  any respect under the law of any jurisdiction, neither the
                  legality, the validity nor the enforceability of the remaining
                  provisions hereof shall in any way be affected or impaired.

         4.04     WAIVER OF JURY TRIAL. BORROWER HEREBY KNOWINGLY, VOLUNTARILY
                  AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A
                  TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, PROCEEDING OR
                  OTHER LITIGATION BROUGHT TO RESOLVE ANY DISPUTE ARISING UNDER,
                  ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE LOAN
                  AUTHORIZATION AGREEMENT, ANY LOAN DOCUMENT, OR ANY OTHER
                  AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED OR DELIVERED IN
                  CONNECTION HEREWITH OR THEREWITH OR ANY COURSE OF CONDUCT,
                  COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR
                  ACTIONS OR OMISSIONS OF LENDER, EX-IM BANK, OR ANY OTHER
                  PERSON, RELATING TO THIS AGREEMENT, THE LOAN AUTHORIZATION
                  AGREEMENT OR ANY OTHER LOAN DOCUMENT.

                            [signature page follows]


<PAGE>


         IN WITNESS WHEREOF, Borrower has caused this Agreement to be duly
executed as of the 5th day of December, 2001.

APPLIX, INC.


By     /s/ Alan Goldsworthy
     -------------------------------------------

Name:  Alan Goldsworthy
      -----------------------------------------

Title: President and CEO
       ----------------------------------------


APPLIX (UK) LIMITED


By     /s/ Alan Goldsworthy
     -------------------------------------------

Name:  Alan Goldsworthy
      -----------------------------------------

Title: Director
       ----------------------------------------


APPLIX AUSTRALIA PTY, LTD.


By     /s/ Bruce McCarthy
     -------------------------------------------

Name:  Bruce McCarthy
      -----------------------------------------

Title: Director
       ----------------------------------------



By     /s/ Alan Goldsworthy
     -------------------------------------------

Name:  Alan Goldsworthy
      -----------------------------------------

Title: Director
       ----------------------------------------


VERITEAM LIMITED


By     /s/ Alan Goldsworthy
     -------------------------------------------

Name:  Alan Goldsworthy
      -----------------------------------------

Title: Director
       ----------------------------------------

<PAGE>
ACKNOWLEDGED:


SILICON VALLEY BANK



By     /s/ R. Bryan Jadot
     -------------------------------------------

Name:  R. Bryan Jadot
      -----------------------------------------

Title: Vice President
       ----------------------------------------

<PAGE>

ANNEXES:

Annex A  -  Loan Authorization Agreement or Loan Authorization Notice