Exhibit 4.19


                                                         FINOVA
                                                         FINANCIAL INNOVATORS




                         LOAN AND SECURITY AGREEMENT

                          PC DYNAMICS OF TEXAS. INC.
                          --------------------------
                                   Borrower


                              10501 FM 720 EAST
                              -----------------
                             FRISCO. TEXAS 75034
                             -------------------
                                   Address


                                  75-2808489
                                  ----------
                            Borrower Fed ID Tax No.


                                $2,035,000.O0
                                -------------
                                 Credit Limit


                                MARCH 25, 1999
                                --------------
                                     Date

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

                            FINOVA BUSINESS CREDIT

 ===========================================================================
<PAGE>



 1.   DEFINITIONS                                         3

 2.   LOANS: INTEREST RATE AND OTHER CHARGES              3

 3.   SECURITY                                            4

 4.   CONDITIONS OF CLOSING                               4

 5.   BORROWER REPRESENTATIONS AND COVENANTS              5

 6.   INTENTIONALLY LEFT BLANK                            7

 7.   DEFAULTS AND REMEDIES                               7

 8.   EXPENSES AND INDEMNITIES                            8

 g.   MISCELLANEOUS                                       8




 SCHEDULES:

      LOAN SCHEDULE                                       S1

      DEFINITION SCHEDULE                                 S8


<PAGE>

 LOAN AND SECURITY  AGREEMENT dated March  25, 1999, between  PC DYNAMICS  OF
 TEXAS, INC., a Texas corporation, having its principal place of business  at
 10501 FM 720  East, Frisco, Texas  75034, ("Borrower"),  and FINOVA  CAPITAL
 CORPORATION, a Delaware corporation, having a principal office at 355  South
 Grand Avenue, Suite 2400, Los Angeles, California 90071, (hereinafter called
 "FINOYA")

 1.   DEFINITIONS. All capitalized  terms used in this Agreement are  defined
 either in this  Agreement, in  the attached Loan Schedule,  in the  attached
 Definition Schedule,  or  in  any supplement  to  this  Agreement  The  Loan
 Schedule, Definition  Schedule  and any  supplement  to this  Agreement  are
 integral parts of this Agreement and all references to "herein",  "herewith"
 and words of similar import shall for all purposes be deemed to include  the
 Schedules and supplements.

 2.   LOANS; INTEREST RATE AND OTHER CHARGES.

      (a)  Loans.  Whenever the Borrower makes  a request, FINOVA shall  make
 loans or extend  credit to  or for  the Borrower;  but FINOVA  shall not  be
 obligated to make loans or extend credit beyond the Total Facility set forth
 in the Loan  Schedule ("Total Facility"),  and subject to  deduction of  any
 loan reserves ("Loan Reserves") FINOVA deems proper from time to time in its
 Permitted Discretion, and less amounts FINOVA may be obligated to pay in the
 future on behalf of  Borrower.  Advances under  the Total Facility  ("Loans"
 and individually, a "Loan") shall be  comprised of the amounts shown on  the
 Loan Schedule.

      (b)  Interest and Fees;  Principal Payments.   The  Borrower shall  pay
 FINOVA the interest and fees set forth on the Loan Schedule, but only to the
 maximum extent permitted by applicable law. Except where evidenced by  notes
 or other  instruments issued  or made  by  Borrower to  FINOVA  specifically
 containing payment provisions which  are in conflict  with this Section  (in
 which event the conflicting  provisions of such  notes or other  instruments
 shall govern and  control), that portion  of the  Obligations consisting  of
 principal payable on account of Loans shall be payable by Borrower to FINOVA
 immediately upon the earliest  of (i) the receipt  by FINOVA or Borrower  of
 any proceeds of any of the Collateral, to the extent of said proceeds,  (ii)
 the occurrence of an Event of Default in consequence of which FINOVA  elects
 to accelerate  the  maturity  and  payment  of  such  leans,  or  (iii)  any
 termination of this  Agreement; provided, however,  that any Overadvance  or
 Overline shall  be  payable  on  demand.    Borrower  shall  pay  principal,
 interest, and all other amounts payable  hereunder, or under any other  Loan
 Document, without any deduction whatsoever,  including, but not limited  to,
 any deduction for any setoff or counterclaim.

      (c)  Overlines; Overadvances   If at  any time  or for  any reason  the
 outstanding amount of  advances extended or  issued pursuant hereto  exceeds
 any of  the.  dollar  limitations  ("Overline")  or  percentage  limitations
 ("Overadvance") in the  Loan Schedule,  then Borrower  shall, upon  FINOVA's
 demand, immediately pay to FINOVA, in cash the full amount of such  Overline
 or Overadvance  which, at  FINOVA's option,  may be  applied to  reduce  the
 outstanding principal balance of the Loans or any other Obligations. without
 limiting Borrowers obligation to repay to FINOVA on demand the amount of any
 Overline or  Overadvance, Borrower  agrees to  pay  FINOVA interest  on  the
 Outstanding principal amount of any Overline  or Overadvance, on demand,  at
 the rate set  forth on  the Loan Schedule  and applicable  to the  Revolving
 Credit Loans
<PAGE>
      (d)  Establishment of a Lockbox Account or Dominion Account.   Borrower
 shall cause  all proceeds  of  Collateral to  be  deposited into  a  lockbox
 account, or such  other "blocked  account" as  FINOVA may  require (each,  a
 "Blocked Account")  pursuant to  an arrangement  with such  bank as  may  be
 selected by  Borrower and  be acceptable  to FINOVA  which proceeds,  unless
 otherwise provided herein, shall be applied in payment of the Obligations in
 such order as FINOVA determines in its sole discretion. Borrower shall issue
 to any such bank an irrevocable letter of instruction directing said bank to
 transfer such funds so deposited to FINOVA, either to any account maintained
 by FINOVA at  said bank  of by wire  transfer to  appropriate account(s)  of
 FINOVA. All funds deposited  in a Blocked  Account shall immediately  become
 the sole property of FINOVA and Borrower shall obtain the agreement by  such
 bank to waive  any offset  rights against the  funds so  deposited.   FINOVA
 assumes no  responsibility for  any Blocked  Account arrangement,  including
 without limitation, any  claim of accord  and satisfaction  or release  with
 respect to deposits accepted by  any bank thereunder. Alternatively,  FINOVA
 may establish depository accounts in the name  of FINOVA at a bank or  banks
 for the deposit  of such  funds (each,  a "Dominion  Account") and  Borrower
 shall deposit all proceeds of Receivables and all cash proceeds of any  sale
 of Inventory or, to the extent permitted herein, Equipment or cause same  to
 be deposited,  in kind,  in such  Dominion  Accounts of  FINOVA in  lieu  of
 depositing same to Blocked Accounts,  and, unless otherwise provided  herein
 all. such funds shall be applied, by FINOVA to the Obligations in such order
 as FINOVA determines in  its sole discretion.   Notwithstanding anything  to
 the contrary  in this  Agreement, Borrower  agrees  that, in  computing  the
 charges under this Agreement, all items of payment. including any prepayment
 of the  Obligation, shall  be deemed  applied by  FINOVA on  account of  the
 Obligations Three (3) business  days after receipt by  FINOVA of good  funds
 which have been finally credited to FINOVA's account, whether such funds are
 received directly from  Borrower or  from the  Blocked Account  bank or  the
 Dominion Account  bank, and  this provision  shall apply  regardless of  the
 amount of  the  Obligations  outstanding  or  whether  any  Obligations  are
 outstanding; provided,  that  if any  such  goad funds  are  received  after
 10:00a.m. noon Los Angeles time on  any business day or  at any time on  any
 day not constituting a business day, such funds shall be deemed received  on
 the immediately following business day.  FINOVA is not, however, required to
 credit Borrowers account  for the  amount of any  item of  payment which  is
 unsatisfactory to FINOVA in its Permitted  Discretion and FINOVA may  charge
 Borrowers loan  account for  the amount  of  any item  of payment  which  is
 returned to FINOVA unpaid.

      (e) Monthly Accountings  FINOVA shall provide Borrower monthly with  an
 account of advances, charges,  expenses and payments  made pursuant to  this
 Agreement. Such account  shall be deemed  correct, accurate  and binding  on
 Borrower and an account  stated (except for  reverses and reapplications  of
 payments made  and  corrections  of errors  discovered  by  FINOVA),  unless
 Borrower notifies FINOVA in writing to the contrary within thirty (30)  days
 after each account is rendered, describing the nature of any alleged  errors
 or admissions.
<PAGE>
      (f) Application of Collateral and Payments Except as otherwise provided
 herein, FINOVA shall  have the continuing  and exclusive right  to apply  or
 reverse and re-apply any and all payments to any portion of the  Obligations
 in such  order  and  manner  as FINOVA  shall  determine  in  its  Permitted
 Discretion. The amount of  all payments or amounts  received by FINOVA  with
 respect to the  Loan shall be  applied to the  extent applicable under  this
 Agreement (i) first, to accrued but unpaid interest through the date of such
 payment, including  any  Default Interest;  (ii)  then, to  any  late  fees,
 overdue risk assessments.  Examination Fee and expenses, collection fees and
 expenses and any other fees and expenses due to FINOVA hereunder; and  (iii)
 last, the remaining balance, if any, to the unpaid principal balance of  the
 Loan; provided  however,  while  an  Event  of  Default  exists  under  this
 Agreement or under any other Loan  I Document, each payment hereunder  shall
 be (x) held as cash collateral  to secure Obligations relating to any  other
 contingent obligations arising under the  Loan Documents and/or (y)  applied
 to amounts owed to FINOVA by Borrower as FINOVA in its Permitted  Discretion
 may determine.  In calculating interest  and applying payments as set  forth
 above: (a) interest  shall be calculated  and collected through  the date  a
 payment is actually applied by FINOVA under the terms of this Agreement  (b)
 interest on the outstanding balance shall be charged during any grace period
 permitted hereunder; or (c) at the end of each month, all accrued and unpaid
 interest and other  charges provided  for hereunder  shall be  added to  the
 principal balance of the Loan.  To the extent that Borrower makes a  payment
 or FINOVA receives any payment or  proceeds of the Collateral for  Borrowers
 benefit that is subsequently invalidated, set aside or required to be repaid
 to any other Person,  then, to such extent,  the Obligations intended to  be
 satisfied shall be revived and continue  as if such payment or proceeds  had
 not been received by FINOVA and FINOVA may adjust the Loan balances, in  its
 Permitted Discretion.

 3.   SECURITY.   To secure  the payment and  performance of the  Obligations
 when due,  Borrower  hereby  grants to  FINOVA  a  first  priority  security
 interest (subject only to Permitted Encumbrances)  in all of Borrower's  now
 owned or hereafter  acquired or arising  Inventory, Equipment,  Receivables,
 life insurance policies  and the proceeds  thereof, trademarks,  copyrights,
 licenses  and  patents.  investment   property,  and  general   intangibles,
 including, without limitation,  all of Borrower's  deposit accounts,  money,
 any and all  property now or  at any time  hereafter in FINOVA's  possession
 (including claims and credit balances), and all proceeds (including proceeds
 of any insurance  policies, proceeds of  proceeds and  claims against  third
 parties), all products and all books  and records and computer data  related
 to any of  the foregoing and  Borrower assigns, transfers  and sets over  to
 FINOVA all of its  right, title and interest,  powers, privileges and  other
 benefits of all leases, rental agreements and related documents entered into
 by Borrower with respect to any  Equipment leased by Borrower together  with
 all income,  proceeds and  other benefits  thereof  (all of  the  foregoing,
 together with all other property  in which FINOVA may  be granted a lien  or
 security  interest,   is   referred   to  herein,   collectively,   as   the
 "Collateral").
<PAGE>
 4.   CONDITIONS OF CLOSING.

      (a) Initial Advance.  The  obligation of  FINOVA  to make  the  initial
 advance hereunder  is subject  to the  fulfillment, to  the satisfaction  of
 FINOVA and its counsel. of each of  the following conditions on or prior  to
 the date set forth herein or on The Loan Schedule:

          (1)   The execution of all the loan and related documents listed on
 the Document Checklist provided by FINOVA to Borrower

          (2)   Borrower shall have  complied  with  all  additional  closing
 conditions set forth in the Loan Schedule.

      (b) Subsequent Advances The  obligation of FINOVA  to make any  advance
 (including  the  initial   advance)  shall   be  subject   to  the   further
 preconditions that,  on  and  as  of  the date  of  such  advance:  (a)  the
 representations and warranties of Borrower  forth in this Agreement shall be
 accurate, before and after giving effect to such advance or issuance and  to
 the application of  any proceeds  thereof; (b) no  Event of  Default  and no
 event which, with  notice or passage  of time or  both, would constitute  an
 Event of Default has occurred and  is continuing, or would result from  such
 advance or issuance or trom the application of any proceeds thereof; (c)  no
 material adverse change has occurred in the Borrower's business, operations,
 financial condition, in the condition of  the Collateral or other assets  of
 Borrower or in the prospect of repayment of the Obligations; and (d)  FINOVA
 shall have received such  other approvals, opinions  or documents as  FINOVA
 shall reasonably request.

 5.   BORROWER REPRESENTATIONS AND COVENANTS.

      (a) The  Borrower  is  a  corporation,  limited  liability  company  or
 partnership duly organized and in good standing under the laws of the  state
 appearing  at  the  beginning  of  this  agreement  as  the  state   of  its
 organization; it is  and shall  be duly qualified  and in  good standing  in
 every other state in which, if  accounts are Collateral hereunder it  enters
 into contracts giving  rise to  accounts, and, if  goods of  any nature  are
 Collateral hereunder, it maintains such goods;  it keeps and shall  keep its
 books of  account  and  goods  of  any nature  which  are  purported  to  be
 Collateral at its address appearing at  the beginning of this agreement  the
 execution,  delivery  and  performance  hereof  are  within  the  Borrower's
 authority and powers, have been duly authorized and are not in contravention
 of law or the terms of the Borrowers charter, by-laws or of any  undertaking
 by which it is bound; except  for the security interest granted hereby,  the
 Borrower is and shall be the owner  of all property located on its  premises
 (except as noted on a separate list signed and delivered to FINOVA on behalf
 of the Borrower concurrently herewith); it owns all property purported to be
 included in  the  Collateral  free  from  any  Lien,  security  interest  or
 encumbrance; it does have and shall  have the absolute right to subject  the
 same to a security  in FINOVA; after the  security interest of FINOVA  shall
 have attached to any  such property. the Borrower's  properties of any  type
 shall not be further subject to  any security interest, Lien or  encumbrance
 of any  other person,  except pursuant  to FINOVA's  written consent,  which
 shall not be unreasonably withheld to permit the Borrower to obtain  further
 purchase money financing from others on terms which. in FINOVAs  discretion,
 shall  not  adversely  affect  the  interests  of  FINOVA;  subject  to  any
 limitations stated therein or in  connection therewith, all balance  sheets,
 earnings statements  and  other  financial  data  which  have  been  or  may
 hereafter be furnished to FINOVA, do  or shall fairly present the  financial
<PAGE>
 condition of the person  reported upon as  of the dates  and the results  of
 his, her or its operations for the periods for which the same are furnished;
 and all  other  information  heretofore furnished  to  FINOVA  is,  and  all
 information hereafter furnished to FINOVA shall  be accurate and correct  in
 all material respects and  not fail to disclose  any fact necessary to  make
 the information, furnished not misleading

      (b) The Borrower shall at  all reasonable times  give FINOVA access  to
 all places where any  part of the Collateral  or records pertaining  Thereto
 may be maintained, and shall  from time to time  allow FINOVA by or  through
 any of its officers, agents, attorneys or accountants, to make extracts from
 such records; and it shall at all times keep FINOVA informed of the name and
 location of each of its bank accounts.

      (c) Any Loan at any time received by the Borrower from FINOVA shall not
 be used directly  or indirectly other  than in the  Borrower's business;  it
 shall not, directly or indirectly, pay any dividend on its stock other  than
 a dividend payable in  shares of its  own stock; it  shall not, directly  or
 indirectly, make  any loan  to, or  pay  any claim  other than  for  current
 remuneration  or  current  reimbursable   expense  payable  to  any   Person
 controlling, controlled by or under common control with the Borrower, and it
 shall, on demand, obtain  and deliver to FINOVA  subordinations in form  and
 substance satisfactory to FINOVA of all claims of controlling and controlled
 persons consistent with the foregoing.

      (d) The Borrower shall keep all its properties, whether included in the
 Collateral or not, in good order and repair, and shall not waste or  destroy
 them or any part thereof or use Them or any part Thereof in violation of any
 applicable law; it shall not dispose of any of its properties except in  the
 ordinary course  of business  and  it shall  not  dispose of  any  equipment
 included in the Collateral without the  prior written consent of FINOVA;  it
 shall pay promptly,  when due, any  justly owing account  payable of its  in
 which FINOVA holds a security interest, all rents or similar charges payable
 with respect to any  premises where any  part of the  collateral may at  any
 time be located and all taxes payable by it, including withholding taxes; it
 shall procure and maintain theft, burglary and fire insurance containing so-
 called extended  coverage  insurance, covering  all  goods included  in  the
 Collateral, all of  which insurance shall  be in such reasonable amounts and
 written by insurers and  with lender's loss  payee, additional insured,  and
 other endorsements  satisfactory to  FINOVA, and  shall be,  if  adjustable,
 adjustable by FINOVA, and payable to and for the benefit of the Borrower and
 FINOVA as their interests may appear; and the Borrower shall. upon  FINOVA's
 request, furnish FINOVA with evidence satisfactory to FINOVA of its  payment
 of such rent or similar charges and taxes and with policies or  certificates
 evidencing its compliance  with such  insurance  requirements.   If Borrower
 fails to comply with this Section, FINOVA may (but shall not be required to)
 procure such insurance and endorsements at Borrower's expense and charge the
 cost thereof to Borrower's loan account as an Obligation.
<PAGE>
      (e) Upon its receipt or creation of  any property of the type  in which
 FINOVA has  a security  interest, The  Borrower  shall furnish  FINOVA  with
 information adequate to identify such  property, which information shall  be
 in such  form as  FINOVA may  request,  accompanying such  information  with
 specific  pledges.  assignments  and  designations  in  form  and  substance
 satisfactory to FINOVA and copies of relevant invoices and vouchers; and  if
 accounts are included  in the  Collateral, promptly  after the  end of  each
 month it shall furnish  FINOVA with an  aging of its  receivables as of  the
 last day of such month, showing for each of its account debtors,  identified
 by name  and address,  the amount  owed  by such  debt  or with  respect  to
 invoices or other payment obligations due  to Borrower generated within  the
 then past month, each of the prior three months and at any time prior to the
 fourth preceding month;  and if  so requested  by FINOVA,  it shall  furnish
 FINOVA with  statements  for  each  account  debtor  for  mailing  to  them,
 reflecting the indebtedness  of such account  debtor and  the derivation  by
 invoice or other written evidence of such indebtedness.

      (f) At the time the  Borrower notifies FINOVA of  the existence of  any
 account, such account shall  be good and  valid, representing an  undisputed
 bona fide  indebtedness incurred  by the  account debtor  named therein  for
 merchandise theretofore delivered pursuant to a contract of sale or lease or
 for services theretofore performed by the  Borrower for said account  debtor
 pursuant to a contract therefor; ho  agreement under which any deduction  or
 discount may  be acquired  shall have  been made  with such  account  debtor
 except as  indicated  in the  written  schedule, invoice  or  other  written
 evidence of  such  obligation  furnished to  FINOVA  concurrently  with  the
 Borrower's notifying FINOVA of the existence of the account; the net  amount
 so derived  of  each account  shall  be paid  in  full at  its  maturity  as
 expressed in  the  invoice or  other  written evidence  of  such  obligation
 evidencing such  account  and  the schedule  pertaining  Thereto;  and  such
 payment shall be delivered to FINOVA as provided in Subsection 5(h) below.

      (g) The Borrower  shall  immediately  notify FINOVA,  if  accounts  are
 included in. the Collateral, of all  cases involving the return,  rejection,
 repossession, less of or damage to merchandise covered by an account and  of
 any dispute arising or  credit or adjustment granted  or discount or  offset
 taken with  respect  to  an  account  and  if  goods  are  included  in  the
 Collateral, of any event causing loss  or depreciation in the value of  such
 goods and the amount  of such loss or  depreciation; and the Borrower  shall
 forthwith pay FINOVA, as  a principal payment hereunder, the invoice  amount
 of  the  merchandise  involved  or  the  amount  of  the  dispute,   credit,
 adjustment, discount. offset, loss, damage or depreciation, as the case  may
 be.

      (h) The Borrower  shall  do  all things  necessary  and  usual  in  the
 ordinary course of  business, to  sell in  the ordinary  course of  business
 inventory included  in  the  Collateral to  responsible  purchasers  and  to
 collect on accounts included in the  Collateral, and shall receive IN  TRUST
 for FINOVA, without commingling with its  other funds and assets, all  cash,
 checks, notes, chattel paper and other proceeds received by it with  respect
 to any of the Collateral, and shall deliver the same, other than merchandise
 returns, to FINOVA in the form received, promptly upon the receipt thereof
<PAGE>
      (i) If certificates of title are or shall be issued with respect to any
 equipment or inventory included  in the collateral,  the Borrower shall,  on
 demand, cause  the interest  of FINOVA  to be  properly noted  thereon  with
 respect to such equipment  and properly endorsed in  blank or to FINOVA,  if
 inventory; if any equipment included in the Collateral is or shall be deemed
 a fixture  under applicable  law, the  Borrower  shall, on  demand,  furnish
 FINOVA with disclaimers  signed by  all persons  having an  interest in  the
 affected real  estate,  insofar  as  the  security  interest  of  FINOVA  is
 concerned; and FINOVA  is authorized  to destroy  from time  to time  papers
 theretofore delivered to it  in connection with  invoices which have  become
 paid.

      (j)  The Borrower shall, at  its own expense, do  all acts and  execute
 and deliver  all writings  FINOVA may  at  any time  require to  protect  or
 enforce FINOVA's interests, rights and remedies  created by, provided in  or
 emanating from this Agreement

      (k)  Borrower shall comply with all  financial covenants  as set  forth
 herein or in the Loan Schedule.

      (l)  Borrower shall comply  with all  negative covenants  as set  forth
 herein or in the Loan Schedule.

      (m)  Borrower shall take all action necessary to assure that there will
 be no material adverse change to Borrower's business by reason of the advent
 of the  year  2000, including  without  limitation that  all  computer-based
 systems, embedded microchips and  other processing capabilities  effectively
 recognize and  process  dates after  April  1,1999.   At  FINOVA's  request,
 Borrower shall provide to FINOVA  assurance reasonably acceptable to  FINOVA
 that  Borrower's  computer-based  systems,  embedded  microchips  and  other
 processing capabilities are year 2000 compatible.


 6.   INTENTIONALLY LEFT BLANK.



 7.   DEFAULTS AND REMEDIES.


      (a) The following constitute Events of Default

          (1)   The breach by the Borrower of any representation or  covenant
 made by it  pursuant to  the Loan Documents,  which, provided  it shall  not
 constitute any other Event  of Default, shall remain  uncured for more  than
 ten (10) days after notice thereof to the Borrower; or
<PAGE>
          (2)   The failure of the Borrower to  pay any Obligation to  FINOVA
 calling for the payment of money pursuant to this or any other agreement, as
 and when the same should be  paid, including failure to pay such  Obligation
 on a date  set by  The Borrower for  such payment;  the Borrower's  becoming
 insolvent; its suspending its  business; its petitioning  for or a  petition
 against it being filed for a receivership  of its business or property or  a
 bankruptcy or arrangement or any other  legal proceeding or action  relating
 to the  relief  of debtors  or  the readjustment  of  debts; its  making  an
 assignment for the benefit of creditors, seeking a composition of  creditors
 or suffering alien  against or the  attachment of any  of its property;  its
 disposing of  any property  included in  the  Collateral otherwise  than  in
 accordance with this agreement; its committing  or suffering, by any of  its
 agents or employees, a fraudulent conversion of any part of the  Collateral;
 or, insofar as property of the type included in the Collateral is  involved,
 its breaching a representation or covenant contained in Section 5(f), (g) or
 (h) above.

      (3) Any material adverse change occurs in Borrower's business,  assets,
 operations, prospects or condition, financial or otherwise, or the  prospect
 of repayment of any portion of the  Obligations or the value or priority  of
 FINOVA's security interest in the Collateral is materially impaired;

      (4) Any default shall  occur under (i)  any material agreement  between
 Borrower and  any third  party including,  without limitation,  any  default
 which would result in a right by such third party to accelerate the maturity
 of any indebtedness of Borrower to such third party or (ii) any Subordinated
 Debt.

      (5) Any representation  or  warranty  made or  deemed  to  be  made  by
 Borrower, any affiliate or any other Loan Party in any Loan Document or  any
 other  statement,  document  or  report  made  or  delivered  to  FINOVA  in
 connection therewith  or the  failure to  disclose any  material  disclosure
 which if  disclosed shall  prove to  have been  misleading in  any  material
 respect;

      (6) Any  Guarantor  dies,  terminates  or  attempts  to  terminate  its
 Guaranty or any security  therefor or becomes subject  to any bankruptcy  or
 other insolvency proceeding; or

      (7) Any transfer  of more  than ten  percent (10%)  of the  issued  and
 outstanding shares  of  common  stock or  other  evidence  of  ownership  of
 Borrower

      NOTWITHSTANDING ANYTHING  TO THE CONTRARY  HEREIN, FINOVA RESERVES  THE
 RIGHT TO CEASE  MAKING ANY LOANS  DURING ANY CURE  PERIOD STATED ABOVE,  AND
 THEREAFTER IF AN EVENT OF DEFAULT HAS OCCURRED.

      (b) Remedies.  Upon the occurrence of an Event of Default, FINOVA  may,
 at its option and in its sole discretion and in addition to all of its other
 rights under the Loan Documents, cease  making advances or Loans,  terminate
 this Agreement  and/or declare  all of  the  Obligations to  be  immediately
 payable in full.  Borrower agrees  that FINOVA shall  also have  all of  its
 rights and remedies under applicable law, including without limitation,  the
 default rights and  remedies of a  secured party under  the Arizona  Uniform
 Commercial Code (which includes the right  to notify account debtors of  the
 Borrower to make payment directly to FINOVA); and upon the occurrence of  an
 Event of Default Borrower hereby consents  to the appointment of a  receiver
 by FINOVA in any action initiated  by FINOVA pursuant to this Agreement  and
<PAGE>
 to the jurisdiction  and venue  set forth  in this  Agreement, and  Borrower
 waives notice and posting of a bond in connection therewith. Further, FINOVA
 may, at  any  time,  take  possession  of the  Collateral  and  keep  it  on
 Borrower's premises, at no cost to FINOVA or  remove any part of it to  such
 other place(s)  as  FINOVA may  desire,  or Borrower  shall,  upon  FINOVA's
 demand, at  Borrower's  sole  cost, assemble  the  Collateral  and  make  it
 available to FINOVA at a place  reasonably convenient to FINOVA. FINOVA  may
 sell and deliver any Collateral at  public or private sales, for cash,  upon
 credit or otherwise,  at such  prices and upon  such terms  as FINOVA  deems
 advisable, at FINOVA's discretion, and may,  if FINOVA deems it  reasonable,
 postpone or adjourn  any sale of  the Collateral by  an announcement at  the
 time and place of sale or of such postponed or adjourned sale without giving
 a new notice  of sale.   Borrower agrees that  FINOVA has  no obligation  to
 preserve rights to the Collateral or marshall any Collateral for the benefit
 of any Person  FINOVA is hereby  granted a license  or other  right to  use,
 without charge, Borrower's labels, patents, copyrights, name, trade secrets,
 trade names, trademarks and advertising matter, or any similar property,  in
 completing production, advertising or selling any Collateral and  Borrower's
 rights under  all  licenses and  all  franchise agreements  shall  inure  to
 FINOVA's benefit. Any requirement of reasonable notice shall be met if  such
 notice is mailed postage prepaid to Borrower at its address set forth in the
 heading to  this Agreement  at least  five  (5) days  before sale  or  other
 disposition. The proceeds of sale shall be applied, first, to all  attorneys
 fees and other  expenses of  sale, and second,  to the  Obligations in  such
 order as FINOVA shall elect, in its sole discretion. FINOVA shall return any
 excess to Borrower and  Borrower shall remain liable  for any deficiency  to
 the fullest extent permitted by law.

      (c) Standards for Determining  Commercial Reasonableness. Borrower  and
 FINOVA agree  that the  following  conduct by  FINOVA  with respect  to  any
 disposition  of  Collateral  shall   conclusively  be  deemed   commercially
 reasonable (but  other conduct  by FINOVA,  including, but  not limited  to,
 FINOVA's use in its sole discretion of other or different times, places  and
 manners of noticing and conducting any  disposition of Collateral shall  not
 be deemed unreasonable): Any public or private disposition: (i) as to  which
 on no later than the fifth calendar day prior thereto written notice thereof
 is mailed  or personally  delivered to  Borrower and,  with respect  to  any
 public disposition, on no  later than the fifth  calendar day prior  thereto
 notice thereof describing in general  non-specific terms, the Collateral  to
 be disposed of is  published once in a  newspaper of  general circulation in
 the county where  the sale  is to be  conducted (provided  that, subject  to
 applicable law  to  the  contrary,  no  notice  of  any  public  or  private
 disposition need be given to the Borrower or published if the Collateral  is
 perishable or  threatens  to decline  speedily  in value  or  is of  a  type
 customarily sold on  a recognized market);  (ii) which is  conducted at  any
 place designated by FINOVA,  with or without  the Collateral being  present;
 and (iii)  which commences  at any  time  between 8:00  a.m. and  5:00  p.m.
 Without limiting the generality of the foregoing, Borrower expressly  agrees
 that, with respect to any disposition  of accounts, instruments and  general
 intangibles, it shall be  commercially reasonable for  FINOVA to direct  any
 prospective purchaser thereof  to ascertain directly  from  Borrower any and
 all information  concerning the  same, including,  but not  limited to,  the
 terms of payment, aging and delinquency, if any, the financial  condition of
 any obligor  or  account  debtor  thereon  or  guarantor  thereof,  and  any
 collateral therefor.
<PAGE>
 8.    EXPENSES AND INDEMNITIES.

      (a)  Expenses.  Borrower covenants  that,  so long  as  any  Obligation
 remains outstanding and this Agreement remains in effect, it shall  promptly
 reimburse FINOVA for  all costs,  fees and  expenses incurred  by FINOVA  in
 connection  with   the   negotiation,  preparation,   execution,   delivery,
 administration and enforcement of each of the Loan Documents, including, but
 not limited to, the attorneys' and paralegals' fees of counsel.

      (b)  Environmental  Matters. The Environmental  Certificate dated on or
 about the date of this Agreement is incorporated herein for all purposes  as
 if fully stated in this Agreement.

 9. MISCELLANEOUS.

      (a) Examination of Records;  Financial Reporting. FINOVA  shall at  all
 reasonable times have full access to  and the right to examine, audit,  make
 abstracts and copies from  and inspect Borrower's  records, files, books  of
 account and all other documents, instruments and agreements relating to  the
 Collateral and  the  right  to check,  test  and  appraise  the  Collateral.
 Borrower shall furnish FINOVA,  upon request and at  the times specified  by
 FINOVA. such information and statements as FINOVA shall request from time to
 time regarding  Borrowers  business  affairs, financial  condition  and  the
 results  of  its  operations.  Failure  to  provide  any  of  the  requested
 information and statements to FINOVA at  the time specified by FINOVA  shall
 be an  Event of  Default Borrower  shall  cause each  of the  Guarantors  to
 deliver to  FINOVA  such Guarantor's  annual  financial statement  (in  form
 acceptable to FINOVA)  and a  copy of  such Guarantor's  federal income  tax
 return with respect to the corresponding year, in each case on the date when
 such tax return is due or, if earlier, on the date when available.

      (b) Term;  Termination;  Termination Fee.   The  Initial  Term  of  the
 Revolving Credit  Loans  facility  and the  obligation  of  FINOVA  to  make
 advances with respect thereto in accordance with this Agreement shall be  as
 set forth on the Loan Schedule, and the Revolving Credit Loans facility  and
 this Agreement  shall be  automatically renewed  for  one or.  more  Renewal
 Term(s) as set  forth in  the Loan  Schedule, unless  earlier terminated  as
 provided herein. Each party shall have the right to terminate this Agreement
 effective at the end of the Initial Term or  at the end of any Renewal  Term
 by giving the other party written notice not less than sixty (60) days prior
 to the effective date of such termination, by registered or certified  mail.
 Upon the  effective  date  of  termination,  the  Obligations  shall  become
 immediately due and payable in full in cash and FINOVA shall have no further
 obligation to  make advances  to Borrower  hereunder.   In addition  to  the
 procedure set forth above, Borrower may terminate this Agreement at any time
 but only upon sixty  (60) days' prior written  notice and prepayment of  the
 Obligations.  Upon any such early  termination (or any voluntary  prepayment
 of any Term Loan) by Borrower or any termination of this Agreement by FINOVA
 upon the occurrence of  an Event of  Default, then, and  in any such  event,
 Borrower shall pay to FINOVA upon  the effective date of such termination  a
 fee (the "Termination Fee") in  an amount equal to  the amount shown on  the
 Loan Schedule.
<PAGE>
      (c) Recourse to Security; Certain  Waivers; No Waiver  by FINOVA.   All
 Obligations shall be  payable by  Borrower as  provided for  herein  and, in
 full, at the termination of this  Agreement; recourse to security shall  not
 be required at  any time.  Borrower waives  presentment and  protest of  any
 instrument and  notice  thereof,  notice  of  default  and,  to  the  extent
 permitted by  applicable law,  all other  notices  to which  Borrower  might
 otherwise be  entitled.   Neither FINOVA's  failure  to exercise  any  right
 remedy or option under this Agreement, any supplement, the Loan Documents or
 other agreement  between FINOVA  and Borrower  nor any  delay by  FINOVA  in
 exercising the same  shall operate as  a waiver. An  Event of Default  shall
 exist or continue or be continuing until such Event of Default is waived  in
 writing by FINOVA as herein provided. No waiver by FINOVA shall be effective
 unless in writing and then only to the  extent stated.  No waiver by  FINOVA
 shall affect  its right  to require  strict performance  of this  Agreement.
 FINOVA's rights and remedies shall be cumulative and not exclusive.

      (d)  Binding  on  Successor and  Assigns;  Severability.    All  terms,
 conditions, promises, covenants,  provisions and warranties  shall inure  to
 the benefit of and bind  FINOVA's and Borrowers respective  representatives,
 successors and  assigns.   If  any  provision  of this  Agreement  shall  be
 prohibited or invalid under applicable law, it shall be ineffective only  to
 such extent, without invalidating the remainder of this Agreement.

      (e)  Amendments;  Assignments.   This  Agreement may  not  be  modified
 altered or amended, except by an agreement in writing signed by Borrower and
 FINOVA.  Borrower  may not  sell, assign or  transfer any  interest in  this
 Agreement or  any other  Loan Document,  or any  portion thereof  including,
 without limitation, any  of Borrower's rights,  title, interests,  remedies,
 powers and  duties hereunder  or thereunder.   Borrower  hereby consents  to
 FINOVA's participation, sale, assignment, transfer or other disposition,  at
 any time or times  hereafter, of this  Agreement and any  of the other  Loan
 Documents,  or  of  any  portion  hereof  or  thereof,  including,   without
 limitation, FINOVA's rights, title,  interests, remedies, powers and  duties
 hereunder or thereunder.  In connection  therewith, FINOVA may disclose  all
 documents and information which FINOVA now or hereafter may have relating to
 Borrower or Borrower's  business.   To the  extent that  FINOVA assigns  its
 rights and obligations hereunder to a  third party, FINOVA shall  thereafter
 be released from such assigned obligations  to Borrower and such  assignment
 shall effect a novation between Borrower and such third party.

      (f) Integration; Survival.   This  Agreement,  together with  the  loan
 Schedule (which is a part hereof) and the other Loan Documents, reflect  the
 entire understanding  of  the  parties  with  respect  to  the  transactions
 contemplated hereby.  All of the representations and warranties of  Borrower
 contained in  this  Agreement  shall survive  the  execution,  delivery  and
 acceptance of  this  Agreement by  the  parties.   No  termination  of  this
 Agreement or of any guaranty of  the Obligations shall affect or impair  the
 powers,  obligations,   duties,  rights,   representations,  warranties   or
 liabilities of the parties hereto and all shall survive such termination.

      (g) Evidence  of  Obligations.    Each  Obligation.  may,  in  FINOVA's
 discretion, be evidenced  by notes or  other instruments issued  or made  by
 Borrower to FINOVA. If not so evidenced, such Obligation shall be  evidenced
 solely by entries upon FINOVA's books and records.
<PAGE>
      (h) Loan Requests.  Each oral or written request for an advance by  any
 Person who  purports to  be any  employee, officer  or authorized  agent  of
 Borrower shall be made to FINOVA on or prior to 10:00 a.m., Pacific time, on
 the business day on which the proceeds  thereof are requested to be paid  to
 Borrower and  shall  be  conclusively  presumed  to  be  made  by  a  Person
 authorized by Borrower to do  so and the crediting  of a loan to  Borrower's
 operating account  shall  conclusively establish  Borrower's  obligation  to
 repay such loan.   Unless  and until  Borrower otherwise  directs  FINOVA in
 writing, all loans shall be wired to Borrower's operating account set  forth
 on the Loan Schedule.

      (i) Notices.  Any  written  notice,  consent  or  other   communication
 provided for in this Agreement shall be delivered personally (effective upon
 delivery), via facsimile (effective upon confirmation of transmission),  via
 overnight courier  (effective  the  next  business  day  after  dispatch  if
 instructed to deliver on next business  day) or via U.S. Mail, certified  or
 registered with return  receipt requested (effective  3 days after  mailing,
 postage prepaid) to each party at its address(es) and/or facsimile number(s)
 set forth below  its signature,  or to such  other address  as either  party
 shall specify to the other in writing from time to time.

      (j) Brokerage Fees. Borrower  represents and warrants  to FINOVA  that,
 with respect to the financing transaction herein contemplated, no  Person is
 entitled to any  brokerage fee or  other commission and  Borrower agrees  to
 indemnify and hold FINOVA harmless against any and all such claims.

      (k) Counterparts; Facsimile Execution.  This Agreement may be  executed
 in one or more counterparts, each  of which taken together shall  constitute
 one and the same instrument, admissible into evidence.

      (l) Application of  Insurance  Proceeds.    The  net  proceeds  of  any
 Casualty insurance insuring  the Collateral, after  deducting all costs  and
 expenses (including attorneys'  fees) of  collection, shall  be applied,  at
 FINOVA's option, either toward replacing or  restoring the Collateral, in  a
 manner and  on  terms satisfactory  to  FINOVA,  or toward  payment  of  the
 Obligations.  Any proceeds  applied to the payment  of Obligations shall  be
 applied in  such  manner as  FINOVA  may elect.    In no  event  shall  such
 application relieve Borrower  from payment in  full of  all installments  of
 principal and interest which thereafter become due in the order of  maturity
 thereof or with respect to the payment of fees and costs.

      (m) Power  of Attorney. Borrower appoints  FINOVA and its designees  as
 Borrowers attorney, with the power to endorse Borrower's name on any checks,
 notes, acceptances, money orders or other forms of payment or security  that
 come into FINOVA's  possession; to sign  Borrower's name on  any invoice  or
 bill of lading relating to any  Receivable, on drafts against customers,  on
 assignments of Receivables, on  notices of assignment, financing  statements
 and other public  records, on verifications  of accounts and  on notices  to
 customers  or  account  debtors;  to  send  requests  for  verification   of
 Receivables to customers  or account debtors;  after the  occurrence of  any
 Event of  Default, to  notify  the post  office  authorities to  change  the
 address for delivery of Borrower's mail  to an address designated by  FINOVA
 and to open  and dispose of  all mail addressed  to Borrower and  to do  all
 other things FINOVA deems necessary or  desirable to carry out the terms  of
 this Agreement.   Borrower hereby  ratifies and  approves all  acts of  such
 attorney.  Neither FINOVA nor any of  its designees shall be liable for  any
 acts or omissions nor for any  error of judgment or  mistake of fact or  law
 while acting  as Borrower's  attorney. This  power,  being coupled  with  an
 interest, is irrevocable until the Obligations have been fully satisfied and
 FINOVA's obligation to provide loans hereunder shall have terminated.
<PAGE>
      (n) Governing Law; Jurisdiction; Waiver of Jury Trial.  THIS  AGREEMENT
 SHALL BE  INTERPRETED IN  ACCORDANCE WITH  THE INTERNAL  LAWS (AND  NOT  THE
 CONFLICT OF LAWS RULES)  OF THE STATE OF  ARIZONA GOVERNING CONTRACTS TO  BE
 PERFORMED ENTIRELY  WITHIN SUCH  STATE.   BORROWER  HEREBY CONSENTS  TO  THE
 EXCLUSIVE JURISDICTION  OF ANY  STATE OR  FEDERAL COURT  LOCATED WITHIN  THE
 COUNTY OF MARICOPA IN THE STATE OF ARIZONA OR, AT THE SOLE OPTION OF FINOVA,
 IN ANY  OTHER  COURT IN  WHICH  FINOVA  SHALL INITIATE  LEGAL  OR  EQUITABLE
 PROCEEDINGS AND WHICH  HAS SUBJECT MATTER  JURISDICTION OVER  THE MATTER  IN
 CONTROVERSY.  FINOVA AND BORROWER EACH  HEREBY WAIVES THE RIGHT TO TRIAL  BY
 JURY IN ANY ACTION OR  PROCEEDING BASED UPON, ARISING  OUT OF, OR IN  ANYWAY
 RELATING TO THIS AGREEMENT, WHETHER ARISING N CONTRACT, TORT OR OTHERWISE.

      (p) Lien Termination. In recognition of FINOVA's  right to have all  of
 its attorneys  fees and  other expenses  incurred  in connection  with  this
 Agreement secured by the Collateral, notwithstanding the payment in full  of
 the obligations,  EINOVA shall  not be  required to  execute or  record  any
 terminations or satisfactions of any of  its liens on the Collateral  unless
 and until Borrower and all Guarantors have executed and delivered  to FINOVA
 general releases of all claims. inform and substance satisfactory to  FINOVA
 in its sole discretion.


<PAGE>


      Borrower:                              FINOVA:

      PC DYNAMICS OF TEXAS, INC.             FINOVA CAPITAL CORPORATION

      Fed. Tax ID #75-2808489

                                             By  /s/
                                                -----------------------------
      By /s/                                    Pete Martinez, Vice-President
         --------------------------
         D. Ronald Allen, President
                                              FINOVA's address for notices:
                                              -----------------------------
      Borrower's address for notices:         FINOVA Capital Corporation
      -------------------------------         355 South Grand Ave
      10501 FM 720 East                       Los Angeles, CA 90071
      Frisco, Texas 75034                     Attn: Ronald Vanek
                                              Facsimile: (213) 625-2486
      Attn: D. Ronald Allen
      Facsimile: 972-335-2841                 With a copy to:
                                              ---------------
                                              FINOVA Capital Corporation
                                              1850 North Central Avenue
                                              Phoenix. AZ 85002
                                              Attn: Joseph R. D'Amore
                                              Facsimile: (602) 207-5036

                                              And
                                              ---
                                              FINOVA Capital Corporation
                                              355 South Grand Avenue,
                                              Suite 2400
                                              Attn: David Sands
                                              Facsimile: 213-625-2746

<PAGE>

 STATE OF TEXAS        )
                       )ss:
 COUNTY OF DALLAS      )

      BEFORE  ME,  a  Notary Public,  in  and  for  said  county  and  state,
 personally appeared the above-named PC Dynamics, a Texas corporation, by  D.
 Ronald Allen, its President who acknowledged that he did sign the  foregoing
 agreement and that the same is  his free act and deed  and the free act  and
 deed of said corporation.

      IN WITNESS WHEREOF,  I have hereunto set my  hand and official seal  at
 Dallas, Dallas County, Texas, this the 25th day of March, 1999.



                                      /s/
                                      ------------------------------------
                                      Notary Public For the State of Texas


                                        [ SEAL APPEARS HERE ]

                                        CATHERINE ANN PHILLIPS
                                            Notary Public
                                            STATE OF TEXAS
                                        My Comm Exp. O8/15/200O