Exhibit 4.20

                                Loan Schedule

 Borrower: PC DYNAMICS OF TEXAS, INC.
 Address:  10501 FM 720 East
           Frisco, Texas 75034

 Date:     March 25, 1999

 This Loan Schedule forms an integral part of the Loan and Security Agreement
 between the above Borrower  and FINOVA Capital  Corporation dated the  above
 date, and all  references herein and  therein to "this  Agreement" shall  be
 deemed to  refer to  said Agreement,  this Loan  Schedule and  the  attached
 Definition Schedule.
 ============================================================================
 TOTAL FACILITY:

      $2,035,000.00
       ------------
 ============================================================================
 LOANS:
      Revolving Credit Loans: A revolving tine of credit consisting of  loans
      against   Borrowers  Eligible  Receivables  ("Receivable  Loans")   and
      against   Borrowers  Eligible   Inventory  ("Inventory   Loans")   (the
      Receivable  Loans  and  the  Inventory  Loans  shall  be   collectively
      referred  to   as  the  "Revolving  Credit  Loans")  in  an   aggregate
      outstanding  principal amount not to  exceed the lesser  of (a) or  (b)
      below:

           (a) One Million  Five  Hundred  Thousand  Dollars  ($1,500,000.00)
           (the "Revolving Credit Limit", any Loan Reserves, or

           (b) the sum of

                 (i)   an amount equal to (A) eighty percent (80%) of the net
                 amount  of  Eligible Receivables,  less  (B)  the  aggregate
                 undrawn face  amount of all Letters  of Credit issued  under
                 this Agreement; plus

                 (ii)  an  amount  not  to  exceed  the lesser  of (A)  fifty
                 percent (50%) of the value of Borrowers Eligible  Inventory,
                 calculated  at  the  lower  of  cost  or  market  value  and
                 determined  on  a first-in,  first-out  basis,  or  (B)  Two
                 Hundred   Thousand  Dollars   ($200,000),   provided   that,
                 notwithstanding   the  foregoing,   advances   against   raw
                 materials inventory shall never exceed one hundred  thousand
                 dollars ($100,000.00) less

                 (iii) any Loan Reserves.

      Term  Loans: one  or more  term loans  against the  value of  Borrowers
      machinery  and equipment  ("Term Loans")  in an  aggregate  outstanding
      principal  amount not to  exceed Three Hundred  Sixty Thousand  Dollars
      ($360,000.00);  provided, that  the Terms Loans,  if any,  shall be  in
      such amounts and on such terms as are set forth on separate  promissory
      notes  of  Borrower from  time  to time,  each  in form  and  substance
      satisfactory to FINOVA in its sole discretion. All Term Loans shall  be
      amortized  over five  years, but  due and  payable at  the end  of  the
      second year.
<PAGE>
      Capital Expenditure Loan: one  or more term loans against  seventy-five
      percent (75%) of the  Borrower's hard cost of the Equipment  purchased,
      and contingent upon  covenant compliance ("Capital Expenditure  Loans")
      in an aggregate outstanding principal amount not to exceed One  Hundred
      Seventy  Five  Thousand  Dollars  ($175,000.00);  provided,  that   the
      Capital Expenditure  Loans, if  any, shall be  in such  amounts and  on
      such terms as  are set forth on  separate promissory notes of  Borrower
      from time to  time, each in form  and substance satisfactory to  FINOVA
      in  its  sole  discretion.  All  Capital  Expenditure  Loans  shall  be
      interest only for the first  year, then amortized over four years,  but
      due and payable at the end of the second year.

 ============================================================================
 INTEREST AND FEES:

      Revolving  Interest Rate.   Borrower shall pay  FINOVA interest on  the
      daily outstanding balance of Borrowers Revolving Credit Loans at a  per
      annum  rate of three  percent (3%) in  excess of the  rate of  interest
      announced publicly by Citibank, N.A., (or any successor thereto),  from
      time  to time as its "prime rate"  (the "Prime Rate") which may not  be
      such institution's lowest rate. The interest rate chargeable  hereunder
      in  respect  of the  Revolving  Credit Loans  (herein,  the  "Revolving
      Interest  Rate") shall be increased or decreased,  as the case may  be,
      without  notice or demand  of any kind,  upon the  announcement of  any
      change  in the  Prime Rate.  Each change  in the  Prime Rate  shall  be
      effective  hereunder on  the first  day following  the announcement  of
      such  change. Interest charges  and all other  fees and charges  herein
      shall be  computed on the basis of a  year of 360 days and actual  days
      elapsed and  shall be payable to FINOVA in arrears on the first day  of
      each calendar month.

           Notwithstanding   the   foregoing,   subsequent   to   the   first
      anniversary  date, the interest rate  will be reduced  to two and  one-
      half  percent (2.5%), provided that  Borrower maintains the  following:
      (i)  continued profitability  for the  year ending  December 31,  1999;
      (ii)  meets  or  exceeds eighty  percent  (80%)  of  its  profitability
      projections;  (iii) no Event of Default  has occurred; and (iv)  FINOVA
      has  received reviewed  financial statements  from a  Certified  Public
      Accountant acceptable to FINOVA.

      Term  Interest Rate:  Borrower shall pay  FINOVA interest on the  daily
      outstanding  balance of Borrower's Term  Loans at a  per annum rate  of
      three  percent  (3%)  in  excess of  the  rate  of  interest  announced
      publicly  by Citibank, NA.,  (or any successor  thereto), from time  to
      time  as its  "prime rate" (the  "Prime Rate")  which may  not be  such
      institution's  lowest rate. The interest  rate chargeable hereunder  in
      respect of  the Term Loans (herein, the "Term Interest Rate") shall  be
      increased  or decreased, as the case may  be, without notice or  demand
      of  any kind, upon the  announcement of any change  in the Prime  Rate.
      Each  change in  the Prime  Rate shall  be effective  hereunder on  the
      first day  following the announcement of such change. Interest  charges
      and  all other fees and charges herein  shall be computed on the  basis
      of a  year of 360 days and actual days elapsed and shall be payable  to
      FINOVA in arrears on the first day of each calendar month.
<PAGE>
           Notwithstanding   the   foregoing,   subsequent   to   the   first
      anniversary  date, the interest rate  will be reduced  to two and  one-
      half  percent (2.5%). provided that  Borrower maintains the  following:
      (i)  continued profitability  for the  year ending  December 31,  1999;
      (ii)  meets  or  exceeds eighty  percent  (80%)  of  its  profitability
      projections;  (iii) no Event of Default  has occurred; and (iv)  FINOVA
      has  received reviewed  financial statements  from a  Certified  Public
      Accountant acceptable to FINOVA.

     Default Interest Rate.  Upon the occurrence and during the  continuation
     of an Event of Default, Borrower shall pay FINOVA interest on the  daily
     outstanding  balance of the  Obligations at a  rate per  annum which  is
     four  percent  (4%) in  excess  of the  rate  which would  otherwise  be
     applicable thereto pursuant to this Loan Schedule

     Collateral  Monitoring Fee. At  the closing of  this transaction and  on
     the  first day  of each calendar  month thereafter,  Borrower shall  pay
     FINOVA  a  collateral monitoring  fee  of Seven  Hundred  Fifty  Dollars
     ($750.00) ("Collateral Monitoring Fee") provided however, that  Borrower
     agrees and acknowledges  that each Loan Year a full year's fee shall  be
     deemed earned at the beginning of the respective Loan Year.

     Facility Fee. Borrower  shall pay to FINOVA a facility fee equal to  one
     percent (1%)  per annum of the amount  of the Total Facility  ("Facility
     Fee"). The  Facility Fee shall be deemed fully  earned at the time  when
     due  and is  otherwise due  and payable  annually, commencing  upon  the
     first anniversary of  the date of this Agreement and continuing on  each
     subsequent anniversary thereof.

     Examination Fee. Borrower agrees to pay to FINOVA an examination fee  in
     the amount of  Seven Hundred Fifty Dollars ($750.00) per person per  day
     in connection  with each audit or  examination of Borrower performed  by
     FINOVA prior  to or after the date hereof,  plus all costs and  expenses
     incurred  in  connection  therewith  (the  "Examination  Fee").  Without
     limiting the generality  of the foregoing. Borrower shall pay to  FINOVA
     an  initial Examination Fee in  an amount equal  to Seven Hundred  Fifty
     Dollars  ($750.00) per  person  per day,  plus  all costs  and  expenses
     incurred in connection therewith. Such initial Examination Fee shall  be
     deemed fully  earned at the time of payment  and due and payable on  the
     Closing Date, and shall be deducted from any good faith deposit paid  by
     Borrower to FINOVA prior to the date of this Agreement.

 ============================================================================
 CLOSING CONDITIONS:

     (1)   Minimum  Excess  Availability.     Borrower   shall  have   Excess
     Availability as of the Closing Date and not calculated on a thirty  (30)
     day  average under  the Revolving  Credit  Loans of  not less  than  One
     Hundred Fifty Thousand Dollars ($150,000.00) after giving effect to  (i)
     the  initial  advance  hereunder,  (ii)  any  applicable  Loan  Reserves
     against  borrowing availability under  the Revolving  Credit Loans,  and
     (iii).payment in full  of all of Borrowers accounts payable  outstanding
     thirty (30) days or more from due date and all book overdrafts.

     (2)  Fees.   Borrower shall  have paid  all fees  payable by  it on  the
     Closing Date pursuant to this Agreement.
<PAGE>
     (3)  No Material  Adverse Changes.   Prior  to the  Closing Date,  there
     shall  have  occurred  no  material  adverse  change  in  the  financial
     condition of  Seller or Borrower, or in the  condition of the assets  of
     Seller,  from that shown  on the draft  financial statements for  Seller
     dated  December 31,  1998. At  the closing,  Borrower shall  deliver  to
     FINOVA an officers certification confirming that Borrower is unaware  of
     the existence of any such material adverse change in Seller's  financial
     condition.

      (4)  Material Agreements.   FINOVA  shall have  received, reviewed  and
      approved all material agreements  to which Borrower  shall be a  party,
      including any agreements between Seller and Borrower.


      (5)  Transaction Costs.  Borrower shall provide  to FINOVA a  complete,
      itemized summary  of all  transaction costs  paid  or incurred  by  any
      Person  in  connection  with  the  making of  the  Loan,  including any
      acquisition  costs,  as  well as appropriate  documentation  evidencing
      such  costs  and  the  payment  thereof.   All such information must be
      acceptable to FINOVA, in FINOVA's  sole discretion,  exercised  in good
      faith.

      (6)  Other Matters. All other documents and legal matters in connection
      with the transactions  contemplated by this  Agreement shall have  been
      delivered, executed and  recorded and shall  be in  form and  substance
      satisfactory to FINOVA and its counsel.

 ============================================================================
 BORROWER INFORMATION:

      Borrower's State of Incorporation: Texas

      Borrower's copyrights, patents trademarks, and licenses:
                      [Borrower to Supply on Separate Exhibit].

      Fictitious Names/Prior Corporate Names:

        Prior Corporate Names: None

        Fictitious Names:      None

      Borrower Locations:

           10501 FM 720 East, Frisco, Texas 75034

      Borrowers Federal Tax Identification Number 75-2808489

      Permitted Encumbrances:

           Indebtedness between Borrower and Seller that has been
                              Subordinated to the Borrower
<PAGE>
 ============================================================================
 FINANCIAL COVENANTS

      Borrower shall comply with all of the following covenants. Compliance
      shall be determined as of the end of each month, except as otherwise
      specifically provided below:

      Current Ratio.  Borrower shall maintain a ratio of Current Assets to
                      Current Liabilities of not less than 1.0 to 1.0;

      Net Worth.      Borrower shall maintain Net Worth of not less than the
                      following:

           (i) One Hundred Thousand Dollars ($100,000.00) from April 1, 1999
           up to and through June 29, 1999;

           (ii) Two Hundred Seventy Five Thousand Dollars ($275,000.00) from
           June 30, 1999 up to and through September 29, 1999;

           (iii) Four Hundred Fifty Thousand Dollars ($450,000.00) from
           September 30, 1999 up to and through December 30, 1999;

           (iv) Six Hundred Thousand Dollars ($600,000.00) from December 31,
           1999 up to and through March 30, 2000;

           (v) Seven Hundred Fifty Thousand Dollars ($750000.00) from March
           31, 2000 up to and through June 29, 2000;

           (vi) Nine Hundred-Thousand Dollars ($900,000.00) from June 30,
           2000 up to and through September 29, 2000;
           (vii) One Million Fifty Thousand Dollars ($1,050,000.00) from
           September 30, 2000 up to and through December 30, 2000;

           (viii) One Million Two Hundred Thousand Dollars ($1,200,000.00)
           from December 31, 2000 and thereafter.

 Senior Debt Service Coverage Ratio.     As of the last day of each  calendar
                quarter ended March 31. June 30, September 30 or December 31,
                Borrower's Operating Cash  Flow/Actual  for  the  consecutive
                12-month period  ending as of such last day  must be at least
                1.25  times  the  amount necessary to  meet Borrower's Senior
                Contractual Debt Service for such 12-month period;

 Total Debt Service Coverage Ratio.      As of the last day of each  calendar
                quarter ended March 31, June 30, September 30 or December 31,
                Borrower's Operating Cash  Flow/Actual  for  the  consecutive
                12-month period  ending as of such last day  must be at least
                1.10 times the amount  necessary  to  meet  Borrower's  Total
                Contractual Debt Service for such 12-month period;
<PAGE>
 ============================================================================
 NEGATIVE COVENANTS:

 Employee Advances:  Borrower  shall  not  make  any  loans  or  advances  to
                     Employees except in the ordinary course of business  and
                     consistent  with  past  practices  of  Borrower  in   an
                     aggregate amount not exceeding at any time Ten  Thousand
                     Dollars ($(10,000.00).

 Capital Expenditures: Borrower  shall  not  make  or  incur  any  unfinanced
                     Capital Expenditure if, after giving effect thereto, the
                     aggregate amount of all Capital Expenditures by Borrower
                     in any fiscal year (beginning with the 1999 fiscal year)
                     would exceed Fifty Thousand Dollars ($50,000.00).

 Compensation:       Borrower shall  not  pay total  compensation,  including
                     salaries,  withdrawals,   fees,  bonuses,   commissions,
                     drawing accounts and other payments, whether directly or
                     indirectly, in  money or  otherwise, during  any  fiscal
                     year  to  all  of  Borrowers  executives,  officers  and
                     directors (or  any  relative  thereof in  an  amount  in
                     excess of 115%  of such total  compensation paid in  the
                     immediately preceding fiscal year.

 Indebtedness:       Borrower shall not  create, incur, assume  or permit  to
                     exist any Indebtedness for  Borrowed Money in excess  of
                     Fifty  Thousand   ($50,000.00)   other  than   (i)   the
                     Obligations, (ii)  other  Indebtedness existing  on  the
                     date  of  this  Agreement  and  reflected  in  Permitted
                     Encumbrances  listed  in   this  Schedule  (other   than
                     Indebtedness paid  on the  date of  this Agreement  from
                     proceeds of the initial advances hereunder).

 ============================================================================
 REPORTING REQUIREMENTS:

      Borrower shall provide FINOVA with:

      1. Monthly  agings  aged  by   invoice  date  and  reconciliations   of
         Receivables within ten (10) days after the end of each month.

      2. Monthly accounts payable  agings aged by  invoice date,  outstanding
         or held check registers and  inventory certificates within ten  (10)
         clays after the end of each month.

      3. Monthly perpetual inventory  reports for the  Inventory valued on  a
         first-in, first-out  basis  at  the lower  of  cost  or  market  (in
         accordance  with GAAP)  or  such  other  inventory  reports  as  are
         reasonably requested by FINOVA, all  within ten (10) days  after the
         end of each month.

      4. Monthly  unaudited financial  statements  within  thirty  (30)  days
         after the end of each month.

      5. Quarterly compilation financial  statement within  thirty (30)  days
         after the end of each fiscal quarter.
<PAGE>
      6. Audited consolidated and  consolidating fiscal financial  statements
         within one hundred twenty  (12O) days after the  end of each  fiscal
         year, and with an  opinion issued by  a Certified Public  Accountant
         which is acceptable to FINOVA.

      7. Annual  operating  budgets  (including  income  statements,  balance
         sheets and cash flow statements,  by month) for the upcoming  fiscal
         year of Borrower within  thirty (30) days prior  to the end of  each
         fiscal year of Borrower.

 ============================================================================
 TERM:

        The initial term of this Agreement shall be two (2) year(s) from  the
   date hereof (the "Initial  Term") and shall  be automatically renewed  for
   successive periods of one (1) year  each (each, a "Renewal Term"),  unless
   earlier terminated as provided elsewhere in this Agreement.

 ============================================================================
 TERMINATION FEE:

      (A)  Revolving Credit Loans Facility. The Termination Fee applicable to
      the  Revolving Credit Loans facility  shall be an  amount equal to  the
      following percentage of the Revolving Credit Limit:

           (i)  five percent (5%),  if such  early termination  occurs on  or
           prior to the first anniversary of the date of this Agreement;

           (ii) two percent (2%), if such early termination occurs after  the
           first anniversary of the date of this Agreement.

      (B) Term Loans. The Termination Fee applicable to the Term Loans  shall
          be equal to:

           (i)  five percent (5%) of the amount prepaid if such prepayment is
           made during the Loan Year beginning on the Closing Date;

           (ii) two percent (2%) of the amount prepaid if such prepayment  is
           made during  the Loan Year  beginning on the  first anniversary of
           the Closing Date.

 ============================================================================
      DISBURSEMENT:

          Unless and until Borrower otherwise directs FINOVA in writing,  all
          loans shall be wired to Borrower's following operating account:

          Compass Bank - Frisco Banking Center
          8951 East Main
          Frisco, Texas 75034
          972-705-4520
          Fax:  972-705-8635

          Account #    [ deleted for confidentiality ]

          Contacts: Dan Kelly. Bank Manager or Nicole Ritcheson

          ABA#         [ deleted for confidentiality ]
<PAGE>
 ============================================================================
      BORROWER:                             FINOVA:
      PC DYNAMICS OF TEXAS, INC.            FINOVA CAPITAL
                                            CORPORATION

      By /s/                                By: /s/
         --------------------------            -----------------------------
         D. Ronald Allen, President            Pete Martinez, Vice-President



      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  of Texas,  Inc.,  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 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


<PAGE>

                             DEFINITION SCHEDULE

  Borrower:  PC Dynamics of Texas, Inc.

  Date:      March 25, 1999

  This Definition  Schedule forms an integral part  of the Loan and  Security
  Agreement between the  above Borrower and FINOVA Capital Corporation  dated
  the above date, and  all references herein and therein to "this  Agreement"
  shall be deemed to  refer to said Agreement, this Definition Schedule,  and
  the Loan Schedule.

       "Capital  Expenditures" means  all expenditures  made and  liabilities
  incurred in accordance with GAAP for the acquisition of any fixed asset  or
  improvement,  replacement, substitution  or addition  thereto which  has  a
  useful life of more than one year and including, without limitation,  those
  arising in connection with Capital Leases.

        "Capital Lease"  means any  lease of  property by  Borrower that,  in
   accordance with  GAAP.  should  be  capitalized  for  financial  reporting
   purposes and reflected as a liability on the balance sheet of Borrower.

        "Closing Date" means the date  of the initial advance made by  FINOVA
   pursuant to this Agreement.

       "Eligible  Inventory" means Inventory which  FINOVA, in its  Permitted
  Discretion,  deems  Eligible Inventory,  based  on such  considerations  as
  FINOVA  may  from time  to  time  deem appropriate.  Without  limiting  the
  generality  of the  foregoing,  no Inventory  shall be  Eligible  Inventory
  unless,  in FINOVA's Permitted Discretion,  such Inventory (i) consists  of
  raw materials and finished goods, in good, new and salable condition  which
  are  not obsolete, unmerchantable,  slow moving,  returned, damaged  and/or
  defective, (ii)  are not comprised of work in process, packaging  materials
  or supplies;  (iii) meets all standards imposed by any governmental  agency
  or  authority;  (iv)  conforms  in  all  respects  to  the  warranties  and
  representations set  forth herein; (v) is at all times subject to  FINOVA's
  duly perfected,  first priority security interest; and (vi) is situated  at
  a location in compliance with this Agreement.

       "Eligible  Receivables"  means  Receivables arising  in  the  ordinary
  course  of  Borrowers business  from  the sale  of  goods or  rendition  of
  services,  which FINOVA, in its  Permitted Discretion, shall deem  eligible
  based  on  such  considerations  as  FINOVA may  from  time  to  time  deem
  appropriate.  Without limiting  the foregoing,  a Receivable  shall not  be
  deemed  to be an Eligible Receivable if  (i) the account debtor has  failed
  to  pay the Receivable within  a period of ninety  (90) days after  invoice
  date, to the extent of any amount remaining unpaid after such period;  (ii)
  the  account debtor has failed to pay  more than twenty five percent  (25%)
  of  all outstanding Receivables owed by it  to Borrower within ninety  (90)
  days,  after invoice  date; (iii)  the account  debtor is  an affiliate  of
  Borrower;  (iv)  the goods  relating  thereto are  placed  on  consignment,
  guaranteed  sale, "bill and hold," "COD" or  other terms pursuant to  which
  payment  by the account debtor may be  conditional; (v) the account  debtor
  is not  located in the United States or Ontario or Alberta, Canada,  unless
  the  Receivable  is supported  by  a letter  of  credit or  other  form  of
  guaranty  or security, in each case in  form and substance satisfactory  to
<PAGE>
  FINOVA;  (vi) the account debtor  is the United  States or any  department,
  agency  or instrumentality thereof  or any State,  city or municipality  of
  the  United States, except  as otherwise agreed  to in  writing by  FINOVA;
  (vii)  Borrower is or  may become liable  to the account  debtor for  goods
  sold  or services rendered by  the account debtor  to Borrower; (viii)  the
  account  debtor's  total obligations  to  Borrower exceed  fifteen  percent
  (15%)  of all Eligible Receivables,  to the extent  of such excess,  except
  that  (a) Receivables  due  from Rockwell  International shall  not  exceed
  sixty percent  (60%) of all Eligible Receivables provided such  Receivables
  are  within sixty (60)  days from invoice  date, (b)  Receivables due  from
  Lockheed Martins  shall not exceed twenty-five percent (25%) provided  such
  Receivables  are  within  sixty  (60)  days  from  invoice  date,  and  (c)
  Receivables due  from Honeywell, Inc. shall not exceed twenty-five  percent
  (25%)  of all  Eligible Receivables  provided such  Receivables are  within
  sixty  (60)  days from  invoice  date;  (ix) the  account  debtor  disputes
  liability  or makes any  claim with respect  thereto (up to  the amount  of
  such  liability or claim), or  is subject to  any insolvency or  bankruptcy
  proceeding, or  becomes insolvent, fails or goes out of a material  portion
  of  its  business; (x)  the  amount thereof  consists  of late  charges  or
  finance charges; (xi) the amount thereof consists of a credit balance  more
  than  ninety (90)  days past  due; (xii)  the face  amount thereof  exceeds
  Seventy  Thousand Dollars ($70,000.00)  unless accompanied  by evidence  of
  shipment  of  the goods  relating thereto  satisfactory  to FINOVA  in  its
  Permitted Discretion; (xiii) the invoice constitutes a progress billing  on
  a project not yet completed, except that the final billing at such time  as
  the matter  has been completed and delivered to the customer may be  deemed
  an Eligible Receivable; (xiv) the amount thereof is not yet represented  by
  an  invoice or bill issued  in the name of  the applicable account  debtor;
  (xv)  the amount thereof  is denominated in  or payable  with any  currency
  other  than U.S.  Dollars; or (xvi)  such Receivable  is not  at all  times
  subject to FINOVA's duly perfected first priority security interest.

       "Equipment"  means all of  Borrower's present  and hereafter  acquired
  machinery,   molds,   machine   tools,   motors,   furniture,    equipment,
  furnishings, fixtures, trade fixtures, motor vehicles, tools, parts,  dyes,
  jigs, goods and other tangible personal property (other than Inventory)  of
  every  kind  and description  used in  Borrower's  operations or  owned  by
  Borrower  and any interest in  any of the  foregoing, and all  attachments,
  accessories,   accessions,   replacements,  substitutions,   additions   or
  improvements to any of the foregoing, wherever located.

       "GAAP"  means generally accepted accounting  principles in the  United
  States  of America  as in effect  from time  to time  as set  forth in  the
  opinions  and pronouncements  of the  Accounting Principles  Board and  the
  American Institute  of Certified Public Accountants and the statements  and
  pronouncements  of  the Financial  Accounting  Standards Boards  which  are
  applicable   to  the  circumstances  as   of  the  date  of   determination
  consistently  applied, except that, for  the financial covenants set  forth
  in  this  Agreement,  GAAP  shall  be  determined  on  the  basis  of  such
  principles in  effect on the date hereof and consistent with those used  in
  the  preparation of the  audited financial statements  delivered to  FINOVA
  prior to the date hereof.

       "Guarantor"   means   D.  Ronald   Allen,   Performance   Interconnect
  Corporation, Associates Funding Group, Inc., Winterstone Management,  Inc.,
  and JH & BC Corporation.
<PAGE>
       "Indebtedness"   means   all   of  Borrower's   present   and   future
  obligations,  liabilities,  debts,  claims  and  indebtedness,  contingent,
  fixed or  otherwise, however evidenced, created, incurred, acquired,  owing
  or  arising, whether underwritten  or oral agreement,  operation of law  or
  otherwise,   and  includes,  without   limiting  the   foregoing  (i)   the
  Obligations,  (ii) obligations and liabilities of  any Person secured by  a
  lien,  claim,  encumbrance or  security  interest upon  property  owned  by
  Borrower, even  though Borrower has not assumed or become liable  therefor,
  (iii)  obligations  and liabilities  created  or arising  under  any  lease
  (including  Capital Leases) or  conditional sales contract  or other  title
  retention agreement with respect to property used or acquired by  Borrower,
  even  though the rights and  remedies of the lessor,  seller or lender  are
  limited  to repossession, (iv)  all unfunded pension  fund obligations  and
  liabilities and (v) deferred tax liabilities.

       "Indebtedness  for  Borrowed  Money" means  without  duplication,  all
  Indebtedness:  (i)  in  respect  of  borrowed  money  (including,   without
  limitation,  pursuant to the  Loan Documents or  any Capital Leases),  (ii)
  evidenced  by a note, debenture,  or other like  written obligation to  pay
  money  (including, without limitation,  all interest  on the  Obligations),
  (iii)  for  the deferred  purchase  price  of property  (other  than  trade
  payables  arising in the ordinary course of  business), or (iv) in  respect
  of   obligations  under  conditional   sales  or   other  title   retention
  agreements; and all guaranties of any or all of the foregoing.

       "Inventory" means  all of Borrower's now owned and hereafter  acquired
  goods,  merchandise or  other personal  property, wherever  located, to  be
  furnished under any contract of service or held for sale or lease, all  raw
  materials,  work in process, finished goods  and materials and supplies  of
  any kind,  nature or description which are or might be used or consumed  in
  Borrower's  business or used in  connection with the manufacture,  packing,
  shipping, advertising,  selling or finishing of such goods, merchandise  or
  other  personal property,  and all documents  of title  or other  documents
  representing them.

       "Lien"   means  any   mortgage  pledge,   assignment,  lien,   charge,
  encumbrance or  security interest of any kind, or the interest of a  vendor
  or lessor under any conditional sale agreement, Capitalized Lease or  title
  retention agreement.

       "Loan  Documents" means,  collectively, this  Agreement, any  note  or
  notes executed by Borrower and payable to FINOVA, and any other present  or
  future agreement  entered into in connection with this Agreement,  together
  with  all  alterations,  amendments,  changes,  extensions,  modifications,
  refinancings,   refundings,   renewals,  replacements,   restatements,   or
  supplements, of or to any of the foregoing.

       "Loan  Party"  means  Borrower,  each  Guarantor,  each  Subordinating
  Creditor and each other party ( other than FINOVA) to any Loan Document.

       "Loan Year"  means each twelve month period commencing on the  Closing
  Date and applicable anniversary dates of the Closing Date.

       "Net Worth"  at any date means the Borrower's net worth as  determined
  in accordance with GAAP.
<PAGE>
       "Obligations"  means all present  and future  loans, advances,  debts,
  liabilities,  obligations, covenants, duties and  indebtedness at any  time
  owing by  Borrower to FINOVA, whether arising from an extension of  credit,
  opening  of  a  letter of  credit,  banker's  acceptance,  loan,  guaranty,
  indemnification  or  otherwise,  whether  direct  or  indirect  (including,
  without limitation,  those acquired by assignment and any participation  by
  FINOVA in  Borrower's debt's owing to others), absolute or contingent,  due
  or  to become due,  including, without limitation,  all interest,  charges,
  expenses,  fees, attorney's fees,  expert witness  fees, Examination  Fees,
  Collateral Monitoring Fees, Closing Fees, Facility Fees, Termination  Fees,
  and  any other sums  chargeable to Borrower  hereunder or  under any  other
  agreement with FINOVA.

       "Operating  Cash Flow/Actual" means,  for any  period, Borrower's  net
  income  or  loss  (excluding  the effect  of  any  extraordinary  gains  or
  losses),  determined in accordance  with GAAP, plus  or minus  each of  the
  following  items, to the extent deducted from  or added to the revenues  of
  Borrower in  the calculation of net income or loss: (i) depreciation;  (ii)
  amortization  and other non-cash charges;  (iii) interest and fee  expenses
  paid  or  accrued;  (iv)  total  federal  and  state  income  tax   expense
  determined as the accrued liability of Borrower in respect of such  period,
  regardless  of what  portion of  such  expense has  actually been  paid  by
  Borrower in  respect of such period; (v) gain or loss on sale of  property,
  plant  or  Equipment of  Borrower;  and after  deduction  for each  of  (a)
  federal  and state income taxes,  to the extent  actually paid during  such
  period;  (b) any non-cash income; and  (c) all actual Capital  Expenditures
  made during such period and not financed.

        "Permitted  Discretion"  means FINOVA's  judgment exercised  in  good
  faith based  upon its consideration of any factor which FINOVA believes  in
  good  faith:  (i)  will  or  could  adversely  affect  the  value  of   any
  Collateral,  the enforceability or  priority of FINOVA's  liens thereon  or
  the  amount  which  FINOVA  would  be  likely  to  receive  (after   giving
  consideration  to  delays in  payment  and  costs of  enforcement)  in  the
  liquidation  of such Collateral; (ii)  suggests that any collateral  report
  or  financial information delivered to  FINOVA by any  Person on behalf  of
  the  Borrower  is incomplete,  inaccurate  or misleading  in  any  material
  respect;  (iii)  materially  increases  the  likelihood  of  a  bankruptcy,
  reorganization or  other Insolvency proceeding involving the Borrower,  any
  Loan  Party or any of the Collateral,  or (iv) creates or reasonably  could
  be  expected to create an  Event of Default.  In exercising such  judgment,
  FINOVA  may consider  such factors  already included  in or  tested by  the
  definition  of Eligible Receivables or Eligible  inventory, as well as  any
  of the following: (i) the financial and business climate of the  Borrower's
  industry and  general macroeconomic conditions, (ii) changes in  collection
  history  and dilution  with respect to  the Receivables,  (iii) changes  in
  demand  for, and pricing of, Inventory.  (iv) changes in any  concentration
  of  risk with respect to  Receivables and/or Inventory,  and (v) any  other
  factors  that change  the credit risk  of lending  to the  Borrower on  the
  security of the Receivables and Inventory. The burden of establishing  lack
  of good faith hereunder shall be on the Borrower.

       "Permitted Encumbrance"  means each of the liens, mortgages and  other
  security interests set forth on the Loan Schedule.
<PAGE>
       "Permitted  Liens" means any of the following  Liens (i) Liens in  the
  Collateral  granted to  FINOVA; (ii)  Liens for  taxes or  assessments  and
  similar  charges,  which  either  are  (a)  not  delinquent  or  (b)  being
  contested diligently  and in good faith by appropriate proceedings, and  as
  to  which Borrower has set aside reserves  on its books in accordance  with
  GAAP;   (iii)   statutory  Liens,   such  as   mechanic's,   materialman's,
  warehouseman's,  carriers or other  like Liens, incurred  in good faith  in
  the ordinary  course of business, provided that the underlying  obligations
  relating to such Liens are paid in the ordinary course of business, or  are
  being  contested diligently and  in good faith  by appropriate  proceedings
  and as to which Borrower has set aside reserves on its books in  accordance
  with GAAP,  or the payment of which obligations are otherwise secured in  a
  manner   satisfactory  to  FINOVA;   (iv)  zoning  ordinances,   easements,
  licenses,  reservations.  provisions,  covenants,  conditions,  waivers  or
  restrictions  on the use of  Property and other  title exceptions, in  each
  case,  that  are acceptable  to  FINOVA; (v)  Liens  to secure  payment  of
  insurance  premiums (a) to be  paid in accordance  with applicable laws  in
  the   ordinary  course  of  business   relating  to  payment  of   worker's
  compensation,  or (b) that are required for  the participation in any  fund
  in connection with worker's. compensation, unemployment insurance,  old-age
  pensions   or  other   social  security   programs;  and   (vi)   Permitted
  Encumbrances.

       "Person"  means  any  individual,  sole  proprietorship,  partnership,
  joint    venture,   trust,   unincorporated   organization,    association,
  corporation,  limited  liability  company, government,  or  any  agency  or
  political division thereof, or any other entity.

       "Receivables"  means  all  of  Borrower's  now  owned  and   hereafter
  acquired accounts  (whether or not earned by performance), proceeds of  any
  letters of credit naming Borrower as beneficiary, contract rights,  chattel
  paper,  instruments, documents and  all other forms  of obligations at  any
  time  owing  to  Borrower, all  guaranties  and  other  security  therefor,
  whether  secured or unsecured, all  merchandise returned to or  repossessed
  by Borrower, and all rights of stoppage in transit and all other rights  or
  remedies of an unpaid vendor, lienor or secured party.

       "Seller" means PC Dynamics, Inc. and M-Wave, Inc.

       "Seller Noncompete Agreement" means that certain noncompete  agreement
  between  Seller, Borrower, and Performance Interconnect Corporation,  dated
  as of the same date as this schedule

       "Seller  Subordinated Notes" means  any and all  indebtedness owed  by
  Borrower to Seller.
<PAGE>
       "Senior  Contractual Debt Service" means, for  any period, the sum  of
  payments  made or required to  be made by Borrower  during such period  for
  (i) interest,  fees and scheduled principal payments due on the Term  Loans
  (excluding  voluntary prepayment and payments  made from Borrower's  Excess
  Cash  Flow, as required pursuant to the  Loan Schedule), and (ii)  interest
  only  payments  due  on  the  Revolving  Credit  Loans  facility  plus  the
  Collateral Monitoring  Fee, the Facility Fee, the Examination Fee, and  the
  Unused  Line Fee, and (iii) interest  and scheduled principal payments  due
  on  any  and all  other  Indebtedness  for Borrowed  Money,  excluding  the
  Subordinated Debt.

       "Subordinated  Debt" means liabilities  of Borrower  the repayment  of
  which is  subordinated, to the payment and performance of the  Obligations.
  pursuant  to a  subordination agreement acceptable  to FINOVA  in its  sole
  discretion,  including  without  limitation the  indebtedness  of  Borrower
  described in the Subordination Agreements.

       "Subordinating Creditor" means M-Wave, Inc.

       "Total  Contractual Debt Service"  means, for any  period, the sum  of
  payments made (or. as to clause (i) of this sentence, required to be  made)
  by  Borrower during such  period for (i)  Senior Contractual Debt  Service,
  (ii)  pursuant to  the Seller  Subordinated Note  and/or Seller  Noncompete
  Agreement, and  (iii) interest and scheduled principal payments due on  any
  and  all  other Indebtedness  for  Borrowed Money  of  Borrower,  including
  without limitation the Subordinated Debt.

       Other  Terms. All  accounting  terms used  in this  Agreement,  unless
  otherwise  indicated,  shall have  the  meanings  given to  such  terms  in
  accordance with  GAAP. All other terms contained in this Agreement,  unless
  otherwise  indicated, shall have  the meanings provided  by the  applicable
  Uniform  Commercial Code or  equivalent statute, to  the extent such  terms
  are defined therein.