Exhibit 4.18

                         LOAN AND SECURITY AGREEMENT


                          dated as of August 12, 1998


                               by and between

                        Performance Interconnect Corp.


                                    and


                         FINOVA Capital Corporation

<PAGE>

                         LOAN AND SECURITY AGREEMENT
                         ---------------------------

      AGREEMENT,  dated as  of  August 12,1998,  by and  between  PERFORMANCE
 INTERCONNECT CORP. having  its principal place  of business  at 1101  Pamela
 Drive, Euless, Texas 76040 (the "Borrower") and FINOVA CAPITAL  CORPORATION,
 a Delaware corporation  ("FINOVA") having a  place of business  at 111  West
 40th Street, New York, New York 10018.

                             W I T N E S S E T H :
                             - - - - - - - - - -

      WHEREAS, Borrower has requested  FINOVA to make a loan to Borrower  and
 FINOVA is  willing  to  make  such  loan to  Borrower  upon  the  terms  and
 conditions hereinafter set forth.

      NOW,  THEREFORE, in consideration  of the  premises and  of the  mutual
 covenants herein contained  and intending to  be legally  bound hereby,  the
 parties hereto covenant and agree as follows:

      ARTICLE I.     DEFINITIONS; CONSTRUCTION

      1.1  Certain Definitions.

      In  addition  to  other  words and  terms  defined  elsewhere  in  this
 Agreement, as used herein the following  words and terms have the  following
 meanings,  respectively,  unless  the   context  hereof  otherwise   clearly
 requires:

      "Agreement"  means  this  Loan  and  Security  Agreement  as   amended,
 modified or supplemented from time to time.

      "Business Day"  means any day  other than a  Saturday, Sunday or  other
 day on which banking  institutions are authorized or  obligated to close  in
 New York.

      "Casualty"  means  any  damage  to, or  destruction  or  loss  of,  any
 Equipment, whether caused by fire or other cause.

      "Closing  Date" means the  date on which  the parties  enter into  this
 Agreement.

      "Collateral" has the meaning given to that term in Section 6.1.

      "Constituent  Documents"   means  the  certificate  of   incorporation,
 agreement of partnership or  limited partnership, organizational  agreement,
 operating agreement, by-laws,  or such  other similar  document pursuant  to
 which Borrower was organized or its affairs are governed.

      "Disbursement Date" means the  date the Loan proceeds are disbursed  to
 Borrower or to other persons at Borrowers direction.

      "Equipment"  means  equipment,  as  such  term  is  defined  in Section
 9-109(2) of the UCC now owned or hereafter acquired by Borrower and financed
 or refinanced  with the  proceeds of  the  Loan and  any and  all  additions
 thereto and substitutions and replacements of any of the foregoing, wherever
 located, and which forms a part of the Collateral.
<PAGE>
      "Event  of Default" means  any of the  Events of  Default described  in
 Section 7.1 hereof.

      "Examination  Fee"   means  Borrower  agrees  to   pay  to  FINOVA   an
 examination fee in the amount of $500 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  $500 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 upon  the
 closing of  this transaction,  and shall  be deducted  from any  good  faith
 deposit paid by Borrower to PINOVA prior to the date of this Agreement.

      "Executive Officer"  means the President, the Chief Executive  Officer,
 or the Chief Financial Officer of Borrower elected from time to time.

      "GAAP"  means generally accepted  accounting principles  in the  United
 States of America (as such principles may change from time to time)  applied
 on a consistent basis (except for changes in application in which  Borrowers
 independent  certified   public  accountants   concur),  applied   both   to
 classification of items and amounts.

      "Interest Rate"  means a per annum  rate of 4% in  excess of the  prime
 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 Term  Loans 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. Notwithstanding the foregoing, the Interest
 Rate chargeable hereunder will  not exceed 15  1/2% or be  less than 9  1/2%
 provided no event of default has  occurred or is continuing. 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
 month.

      "Law"  means any  law (including  common law),  constitution,  statute,
 treaty, regulation,  rule, ordinance,  order,  injunction, writ,  decree  or
 award of any government.

      "Legal Requirements"  means any  and all present  and future  judicial,
 and administrative rulings or decisions, and any and all present and  future
 federal, state, and local laws, ordinances, rules,  regulations, permits and
 certificates, in  each case,  in any  way applicable  to Borrower,  (or  the
 ownership or use of the Equipment), or this transaction.

      "Lien" means  any mortgage, pledge, lien, security interest  (including
 without limitation any conditional sale or other title retention agreement),
 grant of a leasehold, charge or other encumbrance of any nature  whatsoever,
 and also  means  the  filing of  or  the  agreement to  give  any  financing
 statement or  analogous document  under  the UCC  or  analogous law  of  any
 jurisdiction.
<PAGE>
      "Loan"  means  the  aggregate principal  amount  loaned  by  FINOVA  to
 Borrower hereunder.

      "Loan Commencement Date" means the date the Loan is made to Borrower.

      "Loan  Documents"  means  this  Agreement,  the  Note,  and  any  other
 documents required to be, or which  are, executed by Borrower in  connection
 with this Agreement or the Loan,

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

      "Maturity Date"  means August 11, 2000.

      "Note"  means the promissory  note or  notes of  Borrower executed  and
 delivered under this Agreement.

      "Obligations"   means  all   of  the   indebtedness,  liabilities   and
 obligations of every  kind and  nature of  Borrower to  FINOVA, whether  now
 existing or  hereafter  arising,  whether  or  not  currently  contemplated,
 including, without limitation, those under, in connection with or  evidenced
 by this Agreement, the Note or the other Loan Documents.

      "Office",  when  used  in connection  with  FINOVA,  means  its  office
 located at 111 West 40th Street, New York, New York 10018, or at such  other
 office of FINOVA as may be designated in writing from time to time by FINOVA
 to Borrower.

      "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  expense 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 during such period;  and
 (v) Management  Fees paid,  to the  extent  permitted hereunder,  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.

      "Person"   means   an   individual,   corporation,   national   banking
 association, partnership, trust, unincorporated association, joint  venture,
 joint-stock  company,   government   (including   political   subdivisions),
 governmental authority or agency, Indian tribe, or any other entity.

      "Plan"  means any employee benefit plan which,  is covered by Title  IV
 of  the  Employee  Retirement  Income  Security  Act  of  1974,  as  amended
 ("ERISA"), and which is maintained by Borrower or, in the case of a plan  to
 which  more  than   one  employer  contributes,   to  which  Borrower   made
 contributions at any time within the  five plan years preceding the date  of
 termination.
<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 and scheduled principal payments due  on the Term Loans  (excluding
 voluntary prepayment and payments made from  Borrowers Excess Cash Flow,  as
 required pursuant  to  the  Schedule), (ii)  the  Facility  Fee,  and  (iii)
 principal and interest payments due on the Permitted Senior Indebtedness.

      "Term" means the period beginning on the Loan Commencement Date and
 ending on the Maturity Date.

      "Total Facility" means $450,000.

      "UCC" means the Uniform Commercial Code as adopted in the State of
 Arizona.

      1.2  Construction.

      Unless  the  context of  this  Agreement  otherwise  clearly  requires,
 references to the plural include the singular, the singular the plural,  the
 part the whole, and "or" has the inclusive meaning frequently identified  by
 the phrase "and/or." References to "determination" by FINOVA include a good-
 faith estimate by PINOVA (in the case of a quantitative determination) and a
 good faith belief by  FINOVA (in the case  of a qualitative  determination).
 The words  "herein", "hereunder"  and "hereof"  and  similar terms  in  this
 Agreement refer  to this  Agreement as  a whole  and not  to any  particular
 provision of this  Agreement. The Section  and other  headings contained  in
 this Agreement are  for reference  purposes only  and shall  not  control or
 affect the construction of this Agreement  or the interpretation thereof  in
 any respect.

                            ARTICLE 2. THE CREDIT

      2.1  The Loan.

      Subject   to  the   terms   and  conditions   and  relying   upon   the
 representations and warranties  herein set forth,  FINOVA agrees  to make  a
 Loan to  Borrower in  a  principal amount  of  Four Hundred  Fifty  Thousand
 Dollars ($450,000).

      2.2  The Note.

      The obligation of Borrower to repay the Loan shall be evidenced by  the
 following:

 (a)  One  term loan based  upon the  appraised auction  value of  Borrower's
 existing machinery and equipment  (the "M&E Term  Loan"), provided that  the
 M&E Term Loan, if any, shall be in such amounts and on such terms as are set
 forth on  a separate  promissory  note of  Borrower  in form  and  substance
 acceptable to FINOVA; and
<PAGE>
 (b)  One  term loan  (the "Purchase  Money M&E  Term Loan)  in an  aggregate
 outstanding principal  amount  not  to exceed  $131,570  solely  payable  to
 Newport  Corporation  (RAM  Optical  Implementation  ("Supplier")  for   the
 purchase of  the equipment  described in  Schedule  "A" annexed  hereto  and
 incorporated herein by reference provided that such Purchase Money M&E  Term
 Loan, if any, shall be in such amounts and on such terms as are set forth on
 a separate promissory note of Borrower  in form and substance acceptable  to
 FINOVA.

      In no event  shall the M&E Term  Loan and the  Purchase Money M&E  Term
      Loan exceed the aggregate amount the  Loan as set forth in Section  2.1
      herein.

      2.3  Disbursements.

      Subject  to the  conditions  set forth  herein,  FINOVA shall,  on  the
 Disbursement Date, credit, by wire transfer,  the amount  of the Loan to the
 account of Borrower or the Person or Persons specified by Borrower.

      2.4  Loan Account.

      FINOVA shall  maintain a  loan account  on  its books  in the  name  of
 Borrower for the Loan  in which will be  recorded all payments of  principal
 thereof and all accruals  and payments of interest  thereon. The entries  in
 the loan account  (in the absence  of manifest error  in the making  thereof
 shall be  conclusive  evidence  of the  outstanding  principal  thereof  and
 accrued interest thereon from  time to time.  FINOVA shall provide  Borrower
 monthly with a statement of charges, expenses and payments made pursuant  to
 this Agreement.   Such  statements shall  be  deemed correct,  accurate  and
 binding on  Borrower  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.

      2.5  Interest Rates and Fees.

           2.5.1  Interest Prior to Maturity.  Prior to maturity (whether  by
 acceleration or otherwise)  the unpaid principal  amount of  the Loan  shall
 bear interest at the Interest Rate.

           2.5.2  Default  Interest.  Commencing  with  the  day  after   the
 principal amount of any part of the  Loan shall have become due and  payable
 (by acceleration or otherwise), such part of the Loan shall bear interest at
 the daily  rate of  two percent  (2%) per  annum above  the then  applicable
 Interest Rate.

           2.5.3  Facility Fee. Borrower shall pay  to FINOVA a facility  fee
 equal to 1% per annum of the amount of the Total Facility ("Facility  Fee").
 The Facility Fee  shall be deemed  fully earned and  payable on the  Closing
 Date and thereafter  shall be payable  annually, commencing  upon the  first
 anniversary of the date of this Agreement and continuing on each  subsequent
 anniversary thereof.
<PAGE>
      2.6  Payments.

           2.6.1 Time; Pace; Manner.  All payments to  be made in respect  of
 principal, interest, or other amounts due  from Borrower hereund6r or  under
 the Note shall become due and deemed fully earned by FINOVA at 12:00 o'clock
 noon, New  York time,  on  the day  when  due without  presentment,  demand,
 protest or notice  of any kind,  all of which  are hereby expressly  waived.
 Such payments shall be made to FINOVA  in lawful money of the United  States
 of America  in  immediately available  funds,  and which  payments  must  be
 received by FINOVA no later than the 20th day of each month, irrespective of
 the date of any monthly statement of account rendered by FINOVA. In no event
 shall Borrower  of  a monthly  statement  of account  condition  payment  by
 Borrower upon the rendering or the receipt.

           2.6.2  Payment Dates. From and  after the Loan Commencement  Date,
 the Loan  shall  be repaid  on  such terms  as  are set  forth  on  separate
 promissory notes of Borrower to FINOVA.

           2.6.3  Net Payments.  All payments  hereunder and  under the  Note
 shall be made by borrower to FINOVA without defense, set-off or counterclaim
 and without  deduction for  any present  or future  income, stamp  or  other
 taxes, levies,  imposts,  deductions,  charges  or  withholdings  whatsoever
 imposed, assessed,  levied  or  collected  by or  for  the  benefit  of  any
 jurisdiction or taxing authority.  In  addition, Borrower shall pay any  and
 all taxes  (stamp or  otherwise)  payable or  determined  to be  payable  in
 connection with the execution and delivery  of this Agreement, the Note  and
 on all payments to be made by  Borrower hereunder and under the Note  (other
 than the FINOVA's income taxes) and all taxes payable in connection with  or
 related to the Collateral.

      2.7  Prepayments.

      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 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:

      (i)  Four  percent (4%)  of the Total  Facility if  such prepayment  is
           made during the Loan Year beginning on the Closing Date; and

      (ii) Two percent (2%) of the Total Facility if such prepayment is  made
           during  the Loan Year  beginning on the  first anniversary of  the
           Closing Date.

<PAGE>
                  ARTICLE 3. REPRESENTATIONS AND WARRANTIES

      Borrower represents and warrants that:

      3.1 Due Organizations.

      It  is a  corporation  duly organized,  validly  existing and  in  good
 standing under the laws of the  State of Texas, is qualified and  authorized
 to do  business  and  is in  good  standing  in all  states  in  which  such
 qualification and good standing are necessary in order for it to conduct its
 business and own its property, and has all requisite power and authority  to
 conduct its business  as presently  conducted, to  own its  property and  to
 execute and deliver each of the  Loan Documents to which  it is a party  and
 perform all of its  Obligations thereunder, and has  not taken any steps  to
 wind-up, dissolve or otherwise liquidate its assets.

      3.2 Execution and Binding Effect.

      This  Agreement has been  duly and  validly executed  and delivered  by
 Borrower and constitutes a legal, valid  and binding obligation of  Borrower
 enforceable in accordance with its terms,  and the Note, and the other  Loan
 Documents when duly  and validly executed  and delivered  by Borrower,  will
 constitute legal, valid and binding  agreements and obligations of  Borrower
 enforceable in accordance with their terms.

      3.4  Authorizations and Filings.

      Except for the  filing of UCC  financing statements, no  authorization,
 consent,  approval,  license,   exemption  or  other   action  by,  and   no
 registration, qualification, designation,  declaration or  filing with,  any
 governmental authority is or  will be necessary  or advisable in  connection
 with the execution  and delivery  of this  Agreement, Note,  the other  Loan
 Documents or the  consummation by Borrower  of the  transactions herein  and
 therein contemplated,  or  performance  by  Borrower  of  or  compliance  by
 Borrower with, the terms and conditions hereof or thereof.

      3.5  Absence of Conflicts.

           Neither the execution and delivery of this Agreement, the Note  or
 the other  Loan  Documents, nor  consummation  of the  transactions  therein
 contemplated nor performance of, or compliance with the terms and conditions
 thereof will (a)  result in any  violation of the  provisions of  Borrower's
 Constituent Documents or any  Law, or any order,  rule or regulation of  any
 court or governmental agency or body  having jurisdiction over Borrower,  or
 any of its property, or (b) result in the creation or imposition of any lien
 upon any property (now owned or hereafter acquired) of Borrower, except  for
 the lien created by this Agreement.
<PAGE>
      3.6  Financial Statements.

      Borrower  has   heretofore  furnished  to   FINOVA  certain   financial
 statements and related financial information ("Financial Statements").  Such
 Financial Statements  (including  the  notes  thereto)  present  fairly  the
 financial condition  of Borrower  as  of the  dates  of the  balance  sheets
 contained therein, and the  results of its operations  for the periods  then
 ended, all  in conformity  with GAAP  on  a basis  consistent with  that  of
 Financial Statements for  corresponding prior periods.  Except as  disclosed
 therein,  Borrower  has  no   material  contingent  liabilities   (including
 liabilities  for  taxes),  unusual  forward  or  long-term  commitments   or
 unrealized or anticipated losses from unfavorable commitments.

      3.7  No Event of Default.

      No event has occurred and  is continuing and no condition exists  which
 constitutes or which,  with the giving  of notice, the  passage of time,  or
 both, would constitute an Event of Default.

      3.8  Litigation.

      There is no pending or threatened proceeding by or before any court  or
 governmental agency  against  or  affecting  Borrower  which,  if  adversely
 decided would have a material adverse effect on the business, operations  or
 financial condition of B6rrower or on the ability of Borrower to perform its
 obligations under this Agreement, the Note or the other Loan Documents.

      3.9  Title to Collateral.

      At  the time the  Loan is made,  Borrower will have  good  title to the
 Equipment or will acquire  good title thereto upon  the disbursement of  the
 proceeds of the Loan, subject to no lien other than the lien created hereby.

      3.10 Title to Property.

      Borrower  has good title  to all property  owned by  it, including  all
 properties reflected in the most recent audited balance sheet referred to in
 Section 3.6 hereof (except as sold or otherwise disposed of in the  ordinary
 course of business).

      3.11   Taxes.

      All tax  returns required to  be filed by  Borrower have been  properly
 prepared, executed  and  filed.  All  taxes,  assessments,  fees  and  other
 governmental charges upon Borrower or upon  any of its properties,  incomes,
 sales or franchises, which are due and payable, have been paid.

      3.12 Financial Accounting Practices.

      Borrower  makes  and  keeps books,  records  and  accounts,  which,  in
 reasonable detail, accurately and fairly reflect Borrower's transactions and
 dispositions of its assets.

      3.13 Power To Carry On Business.

      Borrower has all requisite  power and authority to own and operate  its
 properties and to carry on its businesses as now conducted and as  presently
 planned to be conducted.
<PAGE>
      3.14 No Material Adverse Change.

      Since the date of the Financial Statements referred to in Section  3.6,
 there has been  no material adverse  change in the  business, operations  or
 financial condition of Borrower.

      3.15 Compliance with Laws.

      Borrower is not in  violation of any Law, except for violations,  which
 in the aggregate  do not  have a material  adverse effect  on the  business,
 operations or financial condition of Borrower.

      3.16 Accurate and Complete Disclosure.

      No representation  or warranty made by  Borrower in this Agreement  and
 no statement made by Borrower in the Financial Statements furnished pursuant
 to Section  3.6 hereof  or otherwise,  any certificate,  report, exhibit  or
 document furnished by Borrower to FiNOVA  pursuant to or in connection  with
 this Agreement is false or misleading in any material respect (including  by
 omission of  material information  necessary  to make  such  representation,
 warranty or statement not misleading).

      3.17 Regulations G, T, U and X.


      Borrower  is not engaged in  the business of extending  credit for  the
 purpose of purchasing or  carrying "margin stock", as  such term is used  in
 Regulations G,  T, U  or X  promulgated by  the Board  of Governors  of  the
 Federal Reserve System as amended from time to time. No part of the proceeds
 of the Loan will be used to purchase or carry any margin stock or to  extend
 credit to  others for  the purpose  of purchasing  or carrying  any  "margin
 stock". Borrower does not own any "margin stock".

      3.18 Perfection.

      Except for the filings under Article 9 of the UCC specified in  Section
 4.7 hereof  (and continuation  statements at  periodic intervals)  or  under
 applicable certificate of title acts with  respect to the security  interest
 created by this Agreement, no further filing or recording is necessary under
 the UCC or under any other laws of any jurisdiction, in order to perfect  in
 all  applicable  jurisdictions  the  security  interest  of  FINOVA  in  the
 Collateral.

      3.19 Place of Business.

      Both the place of business (or chief executive office if there is  more
 than one place of  business) of Borrower  and the place  where it keeps  its
 corporate records concerning the Collateral and  all of its interest in,  to
 and under  this  Agreement are  located  at the  address  set forth  at  the
 beginning of this Agreement.

      3.20 Location of Collateral.

      For  all   purposes,  including,  without  limitation,  perfection   of
 security interests therein  under Article 9  of the UCC,  the Collateral  is
 deemed located in the State of Texas.
<PAGE>
      3.21 Other Names.

      Borrower has  not, during the preceding five  (5) years, been known  by
 or used any other  corporate or fictitious name,  nor has Borrower been  the
 surviving corporation  of  a merger  or  consolidation or  acquired  all  or
 substantially all of the assets of any Person during such time, except  that
 Borrower  acquired  all  or  substantially  all  of  the  assets  of   I-Con
 Industries, Inc. during such time.

      3.22 Year 2000

      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.


                         ARTICLE 4.  CONDITIONS OF LENDING

      The obligation of FINOVA  to make the Loan hereunder is  subject to the
 accuracy  in  all  material  respects,  as  of  the  date  hereof  and   the
 Disbursement Date, of the  representations and warranties herein  contained,
 to the performance by Borrower of its obligations to be performed  hereunder
 on or  before  such  Disbursement  Date arid  to  the  satisfaction  of  the
 following further conditions.

      4.1  Representations and Warranties.

      The representations and warranties contained in Article 3 hereof  shall
 be true on the Closing Date and on and as of the Disbursement Date with  the
 same effect as if made on and as of such date, and on such date no Event  of
 Default or any  event which, with  the giving of  notice or  the passage  of
 time, or both, would become an Event  of Default shall have occurred and  be
 continuing or exist or shall occur or exist after giving effect to the Loan.

      4.2  Corporate Action.

      On the Closing Date, Borrower shall deliver to FINOVA a certificate  in
 form and substance satisfactory to FINOVA, dated the Closing Date, signed by
 a duly authorized officer of Borrower,  certifying as to (a) true copies  of
 the Constituent Documents  of Borrower, all  as in effect  on  such date (b)
 true copies of all action taken by Borrower relative  to this Agreement, the
 Note and the other Loan Documents,  (c) compliance with Section 3.4  hereof,
 and (d) the names, true signatures and incumbency of the officer or officers
 of Borrower authorized to execute and  deliver this Agreement, the Note  and
 the  other  Loan  Documents  (and  FINOVA  may  conclusively  rely  on  such
 certificate  unless  and  until  a  later  certificate  revising  the  prior
 certificate has been furnished to FINOVA).

      4.3  Opinion of Counsel.

      On  the Closing Date,  FINOVA shall have  received a favorable  written
 opinion of counsel  for Borrower,  dated the Closing  Date and  in form  and
 substance satisfactory to FINOVA and its counsel.
<PAGE>
      4.4  No Change of Law or Facts.

      No change shall have occurred after the date of execution and  delivery
 of  this  Agreement   in  applicable  Law   or  regulations  thereunder   or
 interpretations thereof by appropriate regulatory authorities which, in  the
 opinion of  FINOVA or  its counsel,  would  make it  illegal for  FINOVA  to
 acquire the Note, make  the Loan, or otherwise  to participate in the  Loan,
 nor shall any facts  come to the attention  of FINOVA, concerning  Borrower,
 its business or financial condition which,  in the opinion of FINOVA,  would
 increase the risk to FINOVA of repayment of the Loan by Borrower.

      4.5  Documents.

 The following  documents  shall  have been  duly  authorized,  executed  and
 delivered by the respective party or  parties thereto, shall be in form  and
 substance satisfactory to FINOVA and its counsel and shall be in full  force
 and effect on the Closing Date and on the disbursement Date, and an executed
 counterpart of each  thereof shall  have been  delivered to  FINOVA and  its
 counsel:

      4.5.1 this Agreement;

      4.5.2 the Note;

      4.5.3 insurance certificates or  policies of  insurance evidencing  the
 coverages required by Section 5.3 hereof;

      4.5.4 other Loan Documents, if any.

      4.6  Equipment.

      Borrower shall  provide to FINOVA a  complete description of each  item
 of Equipment the cost of which will be paid or refinanced with the  proceeds
 of the Loan. FINOVA  may reject any  such item of  Equipment, in which  case
 Borrower may substitute other Equipment acceptable  to FINOVA or reduce  the
 amount of the Loan to be made.

      4.7  Financing Statements.

      Prior to  the disbursement of the proceeds  of the Loan, UCC  financing
 statements covering the security interest created  by this Agreement in  the
 Equipment shall have been duly filed in the office of the Secretary of State
 of the State where the Equipment is located  and in all other places as.  in
 the opinion of FINOVA, or its counsel are necessary or desirable to  perfect
 such security interests.

      4.8 Licenses and Permits.

      All appropriate action shall have been taken prior to the Closing  Date
 in order to permit consummation of the transactions contemplated herein  and
 all licenses,  permits, waivers,  exemptions, authorizations  and  approvals
 required (or, in the opinion of FINOVA  or its counsel, advisable) to be  in
 effect on the Closing Date shall have been issued and shall be in full force
 and effect on  such date, and  copies thereof shall  have been delivered  to
 FINOVA.
<PAGE>
      4.9  Proceedings and Documents.

      All legal details  and proceedings in connection with the  transactions
 contemplated by this  Agreement shall be  in form  and substance  reasonably
 satisfactory to counsel for FINOVA and  FINOVA shall have received all  such
 counterpart originals or  certified or other  copies of  such documents  and
 proceedings in connection with such transactions, in form and substance,  as
 to certification and otherwise, reasonably satisfactory to said counsel  for
 FINOVA, as FINOVA or counsel for FINOVA may reasonably request.

                             ARTICLE 5. COVENANTS

      Borrower  covenants that  from  and after  the  date hereof  and  until
 payment in full of the Note and  interest thereon and all other amounts  due
 from Borrower  hereunder or  under the  Note or  the other  Loan  Documents,
 unless FINOVA shall otherwise consent in writing:

           5.1.1 Annual Audit Reports.  As soon  as practicable,  and in  any
 event within  90 days  after the  close  of each  fiscal year  of  Borrower,
 Borrower shall furnish to FINOVA statements of income, retained Warnings and
 changes in financial position of Borrower for such fiscal year and a balance
 sheet of Borrower as of the close of such fiscal year and notes to each, all
 in reasonable detail,  selling forth in  comparative form the  corresponding
 figures for the preceding fiscal year where such presentation is appropriate
 under  GAPS,  certified  by  independent  certified  public  accountants  of
 recognized  standing  selected  by  Borrower  and  satisfactory  to  FINOVA,
 together with (or  included in such  certification) a  written statement  of
 such accountants  substantially  to the  effect  that (i)  such  accountants
 examined such  financial statements  in accordance  with generally  accepted
 auditing standards and accordingly made such tests of accounting records and
 such  other  auditing  procedures  as  they  considered  necessary  in   the
 circumstances and (ii)  in the opinion  of such  accountants such  financial
 statements present fairly the financial position  of Borrower as of the  end
 of such fiscal year and the results of its operations and the changes in its
 financial  position  for the  fiscal year  then  ended, in  conformity  with
 generally accepted accounting principles-applied on a basis consistent  with
 that of the preceding fiscal year except for changes in application in which
 such accountants concur).

           5.1.2 Quarterly Reports.  Within 45 days after  the end of each of
 the first three fiscal quarters of each fiscal year, Borrower shall  furnish
 to FINOVA  a  copy of  its  interim  financial statements  certified  by  an
 Executive Officer of Borrower.

           5.1.3 Further Requests. Borrower will  promptly furnish to  FINOVA
 such other  information  concerning Borrower  in  such form  as  FINOVA  may
 reasonably request.

           5.1.4 Notice of Event of Default.  Promptly upon becoming aware of
 any Event of Default, or any event which,  with the giving of notice or  the
 passage of time, or both, would  become an Event of Default, Borrower  shall
 give FINOVA  notice  thereof,  together  with  a  written  statement  of  an
 Executive Officer  of Borrower  setting forth  the details  thereof and  any
 action with respect thereto taken or contemplated to be taken by Borrower.

           5.1.5   Notice  of   Material   Adverse  Change.   Promptly   upon
 becoming aware thereof Borrower shall give  FINOVA written notice about  any
 material adverse change in the  business, operations or financial  condition
 of Borrower.
<PAGE>
            5.1.6  Notice of  Material  Proceedings. Promptly  upon  becoming
 aware thereof Borrower shall give FINOVA written notice of the commencement,
 existence  or  threat  of  any  proceeding   by  or  before  any  court   or
 administrative agency  against or  affecting  Borrower which,  if  adversely
 decided1 would have a material adverse effect on the business, operations or
 financial condition of Borrower or on the ability of Borrower to perform its
 obligations under this Agreement, the Note, or the other Loan Documents.

           5.1.7   Visitation.   Borrower shall permit such persons as FINOVA
 may designate to visit and inspect  the Collateral and to examine the  books
 and records  of Borrower  and take  copies and  extracts therefrom,  and  to
 discuss  its  affairs  with  officers   of  Borrower  and  its   independent
 accountants, at such reasonable times and as often as FINOVA may reasonably

      5.2  Preservation of Existence and Franchises.

           5.2.1 Borrower  shall not enter  into any merger,  reorganization,
 or consolidation or wind  up, liquidate or dissolve, nor agree to do any  of
 the foregoing.

           5.2.2 Borrower  will qualify  to do  business and  will remain  in
 good standing under the laws of each jurisdiction in which it is required to
 be qualified by reason of at the location of the properties owned or  leased
 by it or the conduct of its business

           5.2.3 Borrower will comply  with all Laws relative to the  conduct
 of its business or the location of the properties owned or leased by it, the
 non-compliance with  which  could have  a  material adverse  effect  on  the
 business, operation, assets or financial or other condition of the Borrower,
 as  contemplated  hereby,  or  the  ability  of  Borrower  to  perform   its
 obligations under this Agreement, the Note, or the other Loan Documents  and
 will obtain or  cause to  be obtained as  promptly as  possible any  permit,
 license, consent  or approval  of any  governmental authority  and make  any
 filing or registration therewith  which at the time  shall  be required with
 respect to the performance of its obligations under this Agreement the  Note
 or the other Loan Documents for  the operation of its business as  presently
 conducted or as contemplated by it

           5.2.4  Borrower shall  not. (i)  convey, assign,  sell,  mortgage,
 encumber, pledge, hypothecate, grant a  security interest in, grant  options
 with respect to, lease or otherwise dispose of all or any part of any  legal
 or beneficial interest in any part or all of the Collateral or any  interest
 therein; or (ii)  directly or indirectly  sell, assign,  lease or  otherwise
 dispose of or permit the sale,  assignment or other disposition of (a)  more
 than 10% of the legal or beneficial interest in the stock of any corporation
 which is either Borrower or is a beneficial owner of all or part of Borrower
 without the prior written consent of  FINOVA which will not be  unreasonably
 withheld; (b) any legal or beneficial  interest in any of the Collateral  or
 (c) any legal or beneficial interest in Borrower if Borrower is a limited or
 general partnership,  joint venture,  tenancy in  common or  tenancy by  the
 entirety; or  (iii)  convey, assign,  transfer  or otherwise  dispose  of  a
 material portion  of the  assets of  Borrower (other  than the  Collateral),
 other than in the ordinary course of business of Borrower.
<PAGE>
      5.3  Insurance.

      Borrower  will  maintain  and  deliver  evidence  to  FINOVA  of   such
 insurance as is  required by FINOVA,  written by insurers,  in amounts,  and
 with lender's  loss  payee,  additional  insured,  and  other  endorsements,
 satisfactory to FINOVA. All premiums with respect to such insurance shall be
 paid by  Borrower as  and when  due  Accurate and  certified copies  of  the
 policies shall be  delivered by  Borrower to  FINOVA. 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.

      5.4  Maintenance of Properties.

      Borrower shall  maintain or  cause to  be  maintained in  good  repair,
 working order and condition the properties now replacements and improvements
 thereto so  that the  business carried  on in  connection therewith  may  be
 properly and  advantageously conducted  at all  times, or  hereafter  owned,
 leased or otherwise possessed by it, including the Equipment and shall  make
 or cause to be made all needful and proper repairs, renewals,

      5.5  Payment of Taxes and Other Potential Charges.

      Borrower shall pay or discharge

           5.5.1  all taxes, assessments  and other  governmental charges  or
 levies imposed upon it or any  of its properties, including the  Collateral,
 or income (including such as may arise under ERISA or any similar  provision
 of law). on or prior to the date on which penalties attach thereto,

           5.5.2  all  lawful  claims of  materialmen,  mechanics,  carriers,
 warehousemen, landlords  and  other like  Persons  which, if  unpaid,  might
 result in the creation of a Lien upon any such property, on or prior to  the
 date when due; provided, that unless and until foreclosure, distraint, levy,
 sale or similar proceedings shall have been commenced, Borrower need not pay
 or discharge  any  such tax,  assessment,  charge, levy,  claim  or  current
 liability so long as (i) the validity thereof is contested in good faith and
 by  appropriate  proceedings  diligently  pursued,  (ii)  in  FINOVA's  sole
 judgment there  is  no reasonably  foreseeable  risk of  forfeiture  of  the
 Collateral, and (iii) such reserves or  other appropriate provisions as  may
 be required by  GAPS shall  have been  made therefor,  and so  long as  such
 failure to pay or discharge does not  have a material adverse effect on  the
 business, operations or financial condition of Borrower.

      5.6  Financial Accounting Practices.

      Borrower shall  make and keep  books, records and  accounts, which,  in
 reasonable detail,  accurately  and  fairly  reflect  its  transactions  and
 dispositions of its assets.

      5.7  Compliance with Laws.

      Borrower  shall  comply  with all  applicable  Laws  in  all  respects,
 provided, that  Borrower shall  not be  deemed to  be in  violation of  this
 Section 5.7 as a result of any failures to comply which would not result  in
 fines, penalties, injunctive relief or  other civil or criminal  liabilities
 which, in  the  aggregate,  would not  materially  affect  the  business  or
 operations of Borrower or the ability of Borrower to perform its obligations
 under this Agreement, the Note or the other Loan Documents..
<PAGE>
      5.8  Maintenance of Collateral.

      Borrower will  maintain and preserve the  Collateral in good  condition
 and repair,  promptly repairing,  replacing or  rebuilding any  part of  the
 Collateral, which may be destroyed by any casualty, or become damaged,  worn
 or dilapidated.

      5.9  Financial Covenant.

           5.9.1     Borrower  shall  comply  with   all  of  the   following
             covenants.  Compliance shall be determined as of the end of each
             month  or quarter  (as  determined  by FINOVA in  its  sole  and
             absolute discretion), except as

                5.9.1(a)  From the closing date until the end of the  current
                          fiscal year, Borrower  shall maintain  a Net  Worth
                          of  not less  than  Six  Hundred  Thousand  Dollars
                          ($600,000).   For  each  fiscal    year  thereafter
                          Borrower's minimum  net  worth  shall  increase  in
                          increments of $200,000.

                 5.9.1(b) Borrower shall maintain a ratio of Indebtedness  to
                          Net Worth of not greater than 6.0 to 1.0; and

                 5.9.1(c) Senior Debt Service Coverage Ratio. As of the  last
                          day of each  calendar quarter  ended  September 30,
                          1999 or  December  31,  Borrower's  Operating  Cash
                          Flow /Actual for the period ending as of  such last
                          day  must  be  at   least  1.0  times  the   amount
                          necessary to  meet  Borrower's  Senior  Contractual
                          Debt Service for  such period, and  as of the  last
                          day of each calendar  quarter ended March 31, 1999,
                          June 30, 1999, September30, 1999,  December30, 1999
                          and  March  31,  2000,  Borrowers  Operating   Cash
                          Flow/Actual for the: period ending as of  such last
                          day must be at least 20 times the amount  necessary
                          to meet Borrower's Senior Contractual Debt  Service
                          for  such  period;  provided  however,  that,  with
                          respect to the  calculations set  forth herein  for
                          the period from the  Closing Date through  December
                          31, 1998,  Borrower's  Operating  Cash  Flow/Actual
                          and  Senior  Contractual  Debt  Service  shall   be
                          determined  beginning as  of  June  30,  1998  (the
                          "Start Date") and be  measured as follows:  (a) the
                          time period from  the Start Date through  September
                          30,  1998,  shall be  for  such  amounts  for  such
                          period, and  (b)  the time  period from  the  Start
                          Date through December 31,  1998, shall be  for such
                          amounts for  such  period; and,  provided  further,
                          that all  such determinations  shall be  made on  a
                          consolidated basis.

           5.9.2 Words and  terms used in this Section 5.9 and not  otherwise
 defined in this Agreement shall have the meanings commonly ascribed to  such
 terms in accordance with GAAP.
<PAGE>
           5.9.2 Year 2000.

      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  Borrowers
 computer-based  systems,   embedded   microchips   and;   other   processing
 capabilities are year 2000 compatible.

      5.10 Further Assurances

      Borrower shall cause  to be done, executed, acknowledged and  delivered
 all and every  such further act,  conveyance and assurance  as FINOVA  shall
 require for accomplishing the purposes of  this Agreement, the Note and  the
 other Loan  Documents.  Borrower will  defend  and protect  its  title  with
 respect to the Collateral  and will indemnify  FINOVA with respect  thereto.
 Any payment in respect of such indemnity shall be made directly to FINOVA on
 demand in immediately available funds.  Forthwith after notice from  FINOVA,
 Borrower shall promptly, without further consideration, execute, acknowledge
 and deliver such further instruments and documents and will take such  other
 actions as  FINOVA may  deem necessary  or advisable  from time  to time  to
 ensure the  enforceability  or priority  of  the liens  granted  hereby,  or
 otherwise to confirm and carry out the intent and purpose of this Agreement.

                    ARTICLE 6. SECURITY INTEREST

      6.1  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 Borrowers now owned or  hereafter
 acquired or arising Machinery and Equipment  and a security interest in  all
 of  Borrower's  now  owned  or  hereafter  acquired  or  arising,   accounts
 receivables, inventory, life  insurance policies and  the proceeds  thereof,
 trademarks,  copyrights.  licenses  and  patents,  investment  property  (as
 defined in Section 9-115  of the Code)  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 together with that  certain machinery and equipment  described
 in Schedule "A"  annexed hereto  (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").

      6.2  FINOVA Has Rights and Remedies of a Secured Party.

      In  addition  to all  rights  and  remedies given  to  FINOVA  by  this
 Agreement, FINOVA shall have all the rights and remedies of a secured  party
 under the UCC.
<PAGE>
      6.3  Provisions Applicable to the Collateral.

      The  parties  agree  that,  at  all  times  during  the  term  of  this
 Agreement, the following provisions shall be applicable to the Collateral:

           6.3.1     Borrower covenants and agrees that it will keep accurate
 and complete books and records concerning  the Collateral owned or  acquired
 by it in accordance with GAAP.

           6.3.2     FINOVA shall  have the  right t&  review the  books  and
 records of Borrower pertaining to the Collateral and to copy the same and to
 make excerpts therefrom, all at such reasonable times upon reasonable notice
 and as often as FINOVA may reasonably request.

           6.3.3     Borrower shall maintain and keep its principal place  of
 business and its  chief executive  office at the  address set  forth at  the
 beginning of this Agreement, and at no other location without giving  FINOVA
 at least thirty (30) days prior  written notice of any move. Borrower  shall
 maintain and keep its records concerning the Collateral at such address  and
 at no other location without giving  FINOVA at least thirty (30) days  prior
 written notice of any move. Borrower shall keep any Equipment comprising the
 Collateral only at such address.  Borrower may change any such location only
 if it has  given FINOVA thirty  (30) days prior  written notice  of the  new
 location. Borrower may  not move the  Collateral without  the prior  written
 consent of FINOVA.

           6.3.4    Borrower shall not  sell,  lease,  transfer or  otherwise
 dispose of or encumber any of the Collateral.

           6.3.5  Borrower shall cause the Equipment and any other Collateral
 to be maintained  and preserved in  the same condition,  repair and  working
 order as when new, ordinary wear and tear excepted, and shall promptly  make
 or cause to  be made  all repairs,  replacements and  other improvements  in
 connection therewith which are necessary or desirable to that end.

           6.3.6  Borrower shall not permit any item of Equipment to become a
 fixture (other than a trade fixture) to real estate or an accession to other
 property.

      6.4  Certain Covenants.

      Borrower  covenants and agrees  with FINOVA for  the benefit of  FINOVA
 that:

           6.4.1 Borrower  has and will have  good and merchantable title  to
 all Collateral, in each case as from time  to time owned or acquired by  it,
 free and clear  of all Liens.  Borrower will defend  such title against  the
 claims and demands of all Persons whomsoever.
<PAGE>
           6.4.2  Borrower  will  faithfully preserve  and  protect  FINOVA's
 security interest in the Collateral and  will, at its own cost and  expense,
 cause said security interest  to be perfected  and continued perfected,  and
 for such purpose Borrower will  from time to time  at the request of  FINOVA
 and at the expense of Borrower, make, execute, acknowledge and deliver,  and
 file or record,  or cause to  be filed or  recorded, in.  the proper  filing
 places, all  such  instruments,  documents and  notices,  including  without
 limitation financing statements and  continuation statements, as FINOVA  may
 deem necessary  or advisable  from time  to  time in  order to  perfect  and
 continue perfected said security interest. Borrower  will do all such  other
 acts and things and  make, execute, acknowledge and  deliver all such  other
 instruments and  documents, including  without limitation  further  security
 agreements pledges,  endorsements, assignments  and notices,  as FINOVA  may
 deem necessary  or advisable  from time  to  time in  order to  perfect  and
 preserve the priority  of said security  interest as a  first lien  security
 interest in the Collateral prior to the rights of all other Persons  therein
 or thereto.

           6.4.3  Borrower will  not, without  the prior  written consent  of
 FINOVA, (i) borrow  or permit any  Person to borrow  against the  Collateral
 other than the Loan to Borrower from FINOVA pursuant to this Agreement; (ii)
 create, incur, assume or suffer to exist any Lien with respect to any of the
 Collateral: (iii) permit any  levy or attachment to  be made against any  of
 the Collateral except any levy or attachment relating to this Agreement;  or
 (iv) permit any financing statement to be on file with respect to any of the
 Collateral, except financing statements in favor of FINOVA.

           6.4.4  Risk  of  loss  of,  damage  to  or   destruction   of  the
 Collateral is  and shall  remain upon  Borrower.  Borrower will  insure  the
 Collateral as provided in Section 5.3  of this Agreement.  If Borrower fails
 to effect and keep in full force and  effect such insurance or fails to  pay
 the premiums thereon when due, FINOVA may do so for the account of  Borrower
 and add the cost thereof to the Obligations and the same shall be payable to
 FINOVA on demand. Borrower hereby assigns and sets over unto FINOVA for  the
 benefit of FINOVA  all moneys which  may become payable  on account of  such
 insurance, including  without limitation  any  return of  unearned  premiums
 which may be due  upon cancellation of any  such insurance, and directs  the
 insurers to pay FINOVA  any amount so due.  FINOVA, its officers,  employees
 and authorized agents and its successors  and assigns, are hereby  appointed
 attorneys-in-fact of Borrower,  for the purpose  of endorsing  any draft  or
 check which may be payable to Borrower  in order to collect the proceeds  of
 such insurance  or any  return of  unearned  premiums. Such  appointment  is
 irrevocable and coupled with an interest. The proceeds of insurance shall be
 applied to reduction of the Obligations  in any order FINOVA may choose  or,
 in FINOVA's sole discretion, to the repair or replacement of the Collateral,
 or any part thereof, in which case FINOVA may impose such conditions on  the
 disbursement of  the  proceeds  as  FINOVA  in  its  sole  discretion  deems
 appropriate.

            6.4.5    Upon the  occurrence  and  during  the  continuation  or
 existence of any Event  of Default, Borrower shall  promptly upon demand  by
 FINOVA assemble the Equipment and any other Collateral and make it available
 to FINOVA at the place or  places to be designated  by FINOVA. The right  of
 FINOVA to have  the Equipment and  any other Collateral  assembled and  made
 available to it is of the essence of  this Agreement and FINOVA may, at  its
 election, enforce such right in equity for specific performance.
<PAGE>
            6.4.6    FINOVA shall  have  no  duty as  to  the  collection  or
 protection of the Collateral or any  part thereof or any income thereon,  or
 as to the preservation of any  rights pertaining thereto, beyond  exercising
 reasonable care in the custody of any Collateral actually in the  possession
 of FINOVA. FINOVA shall be deemed  to have exercised reasonable care in  the
 custody and  preservation  of  such of  the  Collateral  as may  be  in  its
 possession if  it takes  such  action for  that  purpose as  Borrower  shall
 request in writing, provided  that such requested action  shall not, in  the
 judgment of FINOVA, impair FINOVA's security  interest in the Collateral  or
 its rights in, or  the value of, the  Collateral, and provided further  that
 such written request is received by  FINOVA in sufficient time to permit  it
 to take the requested action.


                         ARTICLE 7. DEFAULTS

      7.1    Events of Default.
      The occurrence of one  or more of the following described events is  an
 Event of Default:

      7.1.1  Borrower fails to pay  when due and payable  any portion of  the
  Obligations at stated maturity, upon acceleration or otherwise:

      7.1.2  Borrower or any other Loan  Party fails or neglects to  perform,
  keep, or observe  any Obligation including, but  not limited to, any  term,
  provision, condition, covenant or agreement contained in any Loan  Document
  to which Borrower or such other Loan Party is a party;

      7.1.3  Any  material  adverse  change  occurs  in  Borrowers  business,
 assets, operations, prospects or condition, financial or otherwise;

      7.1.4  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;

      7.1.5  Any portion of Borrower's assets is seized, attached,  subjected
 to a writ or distress warrant, is  levied upon or comes into the  possession
 of any judicial officer;

      7.1.6  Borrower shall generally not pay its debts as they become due or
 shall enter into any agreemen5t (whether written or oral), or offer to enter
 into any  agreement, with  all  or a  significant  number of  its  creditors
 regarding any moratorium or  other indulgence with respect  to its debts  or
 the  participation  of  such  creditors  or  their  representatives  in  the
 supervision, management or control of the business of Borrowers.

      7.1.7  Any bankruptcy or  other insolvency proceeding  is commenced  by
 Borrower, or any such proceeding is  commenced against Borrower and  remains
 undischarged or unstayed for forty-five (45) days;

      7.1.8  Any notice of lien, levy  or assessment is filed of record  with
 respect to any of Borrower's assets;

      7.1.9  Any judgments  are  entered  against Borrower  in  an  aggregate
 amount exceeding $25,000 in any fiscal year:
<PAGE>
      7.1.10  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;

      7.1.11   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 shall  prove to have  been misleading  in any  material
 respect;

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

      7.1.13    Any  Prohibited Transaction or  Reportable Event shall  occur
 with respect to a Plan  which could have a  material adverse effects on  the
 financial condition of  Borrower; any lien  upon the assets  of Borrower  in
 connection with  any  Plan  shall  arise;  Borrower  or  any  of  its  ERISA
 Affiliates shall fail  to make full  payment when due  of all amounts  which
 Borrower or any of its ERISA Affiliates may  be required to pay to any  Plan
 or any Multi employer Plan as one or more contributions thereto; Borrower or
 any of  its  ERISA  Affiliates  creates  or  permits  the  creation  of  any
 accumulated funding deficiency, whether or not waived; or

      7.1.14    Any  transfer of more  than ten percent  (10%) of the  issued
 and outstanding shares  of common stock  or other evidence  of ownership  of
 Borrower without the prior written consent of FINOVA which consent shall not
 be unreasonably withheld.

      7.1.15  Any default by  Borrower of any-term,  condition or payment  to
 be made under this Agreement, the Note or any other agreement by and between
 Borrower and FINOVA.

      7.1.16    Any default by JH & BC Corp. under the Note, executed by  JH&
 BC Corp., dated as of June  16, 1998, and delivered  to FINOVA, the Deed  of
 Trust, dated as of June 16, 4998, covering the premises located at Southwest
 Corner of State Highway 199 and Interstate 820 in Lake Worth, Texas,  naming
 JH & BC Corp. as Grantor and FINOVA as Beneficiary, and any other  agreement
 entered into by and, between JH & BC corp. and FINOVA.

      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.
<PAGE>
      7.2   Consequences of Event of Default.

      Upon the occurrence of  an Event of Default, FINOVA may. at its  option
 and in its sole and absolute discretion and in addition to all of its  other
 rights  under  the  Loan  Documents,  cease  making  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  UCC,  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 to the jurisdiction  and venue set forth  in
 Section 9.26 hereof,  and Borrower waives  notice and posting  of a bond  in
 connection therewith. Further,  FINOVA may, at  anytime,  take possession of
 the Collateral and keep it on Borrowers  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 sole and absolute  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
 marshal any  Collateral for  the benefit  of any  Person. FINOVA  is  hereby
 granted a license or other right  to use, without charge, Borrowers  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 and absolute discretion.  FINOVA shall return  any
 excess to Borrower and  Borrower shall remain liable  for any deficiency  to
 the by law fullest extent permitted


                           ARTICLE 8. MISCELLANEOUS
      8.1  Indemnity.

      BORROWER  SHALL INDEMNIFY,  DEFEND AND  HOLD HARMLESS  FINOVA FROM  AND
 AGAINST, AND,  UPON  DEMAND,  REIMBURSE FINOVA  FOR,  ALL  CLAIMS,  DEMANDS,
 LIABILITIES, LOSSES,  DAMAGES,  JUDGMENTS, PENALTIES,  COSTS  AND  EXPENSES,
 INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS,
 WHICH MAY BE IMPOSED UPON, ASSERTED  AGAINST OR INCURRED OR PAID BY  FINOVA,
 ON ACCOUNT  OF ANY  ACT PERFORMED  OR  OMITTED TO  BE PERFORMED  UNDER  THIS
 AGREEMENT, THE  NOTE  OR THE  OTHER  LOAN DOCUMENTS  OR  ON ACCOUNT  OF  ANY
 TRANSACTION ARISING OUT OF  OR IN ANY WAY  CONNECTED WITH THE COLLATERAL  OR
 THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS, OR ANY OTHER AGREEMENT
 BY AND  BETWEEN FINOVA  AND BORROWER,  EXCEPT  AS A  RESULT OF  THE  WILLFUL
 MISCONDUCT OR GROSS NEGLIGENCE OF FINOVA.
<PAGE>
      8.2  No Implied Waiver; Cumulative Remedies.

      No course  of dealing and no delay or  failure of FINOVA in  exercising
 any right, power or privilege under this  Agreement, the Note or any of  the
 other Loan Documents shall affect such  right, power or privilege except  as
 and to the extent that the assertion  of any such right, power or  privilege
 shall be  barred by  an applicable  statute of  limitations; nor  shall  any
 single or partial exercise thereof or  any abandonment or discontinuance  of
 steps to  enforce such  a right,  power or  privilege preclude  any  further
 exercise thereof or of any other  right, power or privilege. The rights  and
 remedies of  FINOVA  under  this  Agreement, the  Note  or  the  other  Loan
 Documents are cumulative and not exclusive  of any rights or remedies  which
 FINOVA would otherwise have.

      8.3   Taxes.

      Borrower  agrees to  pay or  reimburse FINOVA  for any  and all  stamp,
 document, transfer,  recording  or filing  taxes  or fees  and  all  similar
 impositions payable  or hereafter  determined by  FINOVA  to be  payable  in
 connection with  this  Agreement,  the Note  or  the  other  Loan  Documents
 (including but not limited to those  necessary or advisable to record or  to
 ensure the enforceability  or priority of  this Agreement, the  Note or  the
 other Loan Documents), as determined by  FINOVA in its sole discretion  from
 time to time, and any other documents, instruments or transactions  pursuant
 to or in  connecu6n herewith, and  Borrower agrees to  save FINOVA  harmless
 from and against any  and all present or  future claims or liabilities  with
 respect to or resulting from any delay in paying or omission to pay any such
 taxes, fees or similar impositions.

      8.4   Modifications, Amendments or Waivers.

      FINOVA  and  Borrower  may  from  time  to  time  enter  into   written
 agreements amending, modifying or supplementing this Agreement, the Note  or
 the other  Loan Documents  or  changing the  rights  of FINOVA  or  Borrower
 hereunder or thereunder, and FINOVA may  from time to time grant  waivers or
 consents to  a departure  from the  due performance  of the  obligations  of
 Borrower thereunder.  Any  such agreement,  waiver  or consent  must  be  in
 writing and shall be effective only to the extent set forth in such writing.
 In the case of any such waiver or consent, any Event of Default so waived or
 consented to shall be  deemed to be  cured and not  continuing, but no  such
 waiver or consent shall extend to  any subsequent or other Event of  Default
 or impair any right consequent thereto.

      8.5  Holidays.

      Except as otherwise provided herein, whenever any payment or action  to
 be made or taken hereunder or the Note  or any other Loan Document  shall be
 stated to be  due on a  day which  is not a  Business Day,  such payment  or
 action shall be  made or taken  on the next  following Business Day,  unless
 such next succeeding Business  Day falls in a  different calendar month,  in
 which case payment or action  shall be made or  taken on the next  preceding
 Business Day.
<PAGE>
      8.6   Notices.

      8.6.1     Any  notice  required  hereunder  shall  be  in  writing  and
 addressed to the  Borrower and FINOVA  at their addresses  set forth at  the
 beginning of this  Agreement with a  copy to yard  Griffith, VP,  at  355 S.
 Grand Ave., Suite  2400, Los  Angeles, CA  90071, and  a copy  to Joseph  R.
 D'Arnore, VP-Associate General  Counsel, at  1850 N.  Central Avenue,  Suite
 1141, Phoenix, AZ 85002. Notices hereunder  shall be deemed  received on the
 earlier of  receipt,  whether  by mail,  personal  delivery,  facsimile,  or
 otherwise, or upon deposit in the United States mail, postage pre paid.

      8.6.2     If any notice is given  by telex, facsimile transmission,  or
 telegram, the  party giving  such  notice shall  confirm  such notice  by  a
 writing delivered by hand or overnight courier; provided, however, that  for
 all purposes hereunder, notice shall be  deemed effective at the time  given
 by telex, facsimile transmission or telegram.

      8.7   Reimbursement for Certain Expenses.

      Borrower agrees to pay or cause to be paid and to save FINOVA  harmless
 against liability for the payment of all reasonable out-of-pocket  expenses,
 including counsel fees, incurred by FINOVA from time to time (i) arising  in
 connection with  the negotiation,  execution, delivery,  and  recordation of
 this Agreement, the Note  or  the other  Loan  Documents  (ii)  relating  to
 any requested amendments, waivers or consents to or in connection with  this
 Agreement, the  Note  or any  other  Loan  Document, and  (iii)  arising  in
 connection with FINOVA's  enforcement or preservation  of rights under  this
 Agreement, The Note or any other Loan Document, including but not limited to
 such expenses as may be incurred by FINOVA in the collection of the Note.

      8.8 Personal Jurisdiction and Service of Process.

      Borrower  hereby  irrevocably consents  to  personal  jurisdiction  and
 venue in any court of the State of  Arizona or any federal court sitting  in
 the State of Arizona, and hereby waives any claim either may have that  such
 court is an inconvenient forum for the purposes of any suit, action or other
 proceeding arising  out  of this  Agreement,  the  Note or  any  other  Loan
 Document or any  of the agreements  or transactions  contemplated hereby  or
 thereby, which is brought against Borrower by FINOVA, and hereby agrees that
 all claims in respect of any such suit, action or proceeding may be heard or
 determined in any such court; and  Borrower further consents to the  service
 of process in any such suit, action  or proceeding by the mailing of  copies
 thereof by registered or certified mail, postage prepaid, to Borrower at its
 address set forth  herein for the  giving of notes,  such service to  become
 effective on the earlier  of the date  of receipt as  evidenced by a  signed
 return receipt or ten (10) days after mailing.

      8.9 Severability.

      The  provisions  of  this  Agreement,  the  Note  and  the  other  Loan
 Documents are  intended to  be  severable. If  any  such provision  is  held
 invalid or  unenforceable in  whole or  in part  in any  jurisdiction,  such
 provision shall, as to  such jurisdiction, be ineffective  to the  extent of
 such invalidity  or unenforceability  without in  any manner  affecting  the
 validity  or  enforceability  thereof  in  any  other  jurisdiction  or  the
 remaining provisions hereof in any jurisdiction.
<PAGE>
      8.10 Governing Law.

      This Agreement  the Note, the other Loan  Documents and the rights  and
 obligations of  the parties  hereto and  thereto shall  be governed  by  and
 construed and enforced in accordance with the laws of the State of Arizona.

      8.11 Prior Understandings.

      This  Agreement supersedes  all  prior understandings  and  agreements,
 whether written  or  oral,  between  the  parties  hereto  relating  to  the
 transactions provided for herein.

      8.12 Survival.

      All  representations  and warranties  of  Borrower  contained  in  this
 Agreement or  any other  Loan  Document or  made  in writing  in  connection
 herewith or  therewith  shall  survive the  execution and  delivery of  this
 Agreement, the  Note and  the other  Loan  Documents, any  investigation  or
 inspection by FINOVA, the making of  the Loan hereunder, the payment of  the
 Note or the expiration  of this Agreement. All  covenants and agreements  of
 Borrower contained herein shall continue in full force until payment in full
 of all  Obligations.  Borrowers  obligation to  pay  the  principal  of  and
 interest on  the Note  and all  such  other amounts  shall be  absolute  and
 unconditional under any and all circumstances.

      8.13 Successors and Assigns.

      This Agreement shall be binding upon and shall inure to the benefit  of
 FINOVA and Borrower and their  respective successors and permitted  assigns,
 except that  Borrower  may not  assign  or transfer  any  of its  rights  or
 obligations hereunder or any interest herein  without the consent of  FINOVA
 which FINOVA  may  withhold  in  its  absolute  discretion.  Any  actual  or
 attempted assignment by  Borrower without  FINOVA's consent  shall be  null,
 void and  of  no  effect  whatsoever.  FINOVA  may  assign  its  rights  and
 obligations hereunder and  under the Note  and the other  Loan Documents  in
 whole or in  part. If FINOVA  makes such an  assignment, the assignee  shall
 have all of the rights of the  FINOVA and Borrower shall not assert  against
 the assignee any defense,  counterclaims or setoff  which Borrower may  have
 against FINOVA.  Except to the extent otherwise required by its context, the
 word "FINOVA" where used in this Agreement shall mean and include the holder
 of the Note originally issued to FINOVA,  and the holder of such Note  shall
 be bound by and have the benefits of this Agreement to the same extent as if
 such holder had been a signatory hereto.

      8.14  Counterparts.

      This Agreement  may be executed  in any number  of counterparts and  by
 the different parties hereto on separate counterparts each of which, when so
 executed and delivered by the parties, constituting an original but all such
 counterparts together constituting but one and the same instrument.
<PAGE>
      IN WITNESS WHEREOF, the parties hereto, by the officers thereunto  duly
 authorized, have executed and delivered this  Agreement effective as of  the
 day and year first above written.


                                         PERFORMANCE INTERCONNECT CORP


                                         By:  /s/
                                            -----------------------------
                                            Edward P. Stefanko, President

                                         Federal Tax ID No. 75-2681440
                                         1101 Pamela Drive
                                         Euless Texas 76040

 STATE OF TEXAS       )
                      )    ss.:
 COUNTY OF DALLAS     )

      On  this  12th  day  of  August  in  the  year  1998,  before  me,  the
 undersigned, a  Notary Public  in and  for said  state, personally  appeared
 Edward P. Stefanko, personally known to me or  proved to me on the basis  of
 satisfactory evidence to be the person(s) whose name(s) is (are)  subscribed
 to the within instrument  and acknowledged to  me that be/she/they  executed
 the  same  in   his/her/their  capacity(ies)  and   that  by   his/her/their
 signature(s) on the instrument, the person(s)  or the entity upon behalf  of
 which the person(s) acted, executed the instrument.

                                /s/
                                -----------------------------------
                                Notary Public


                                         FINOVA Capital Corporation


                                         By: /s/
                                            ----------------------------
                                            Mark Picillo, Vice President