Exhibit 4.22

              Environmental Certificate and Indemnity Agreement


           THIS  ENVIRONMENTAL  CERTIFICATE  AND  INDEMNITY  AGREEMENT  (this
 "Agreement") is made as of March  25, 1999, by the undersigned, PC  DYNAMICS
 OF TEXAS, INC., a Texas corporation ("Company"), in favor of FINOVA  CAPITAL
 CORPORATION, a  Delaware corporation  ("lndemnitee") and  other  Indemnified
 Parties (defined below).

                                  RECITALS:

           A. Indemnitee  is making a loan (the "Transaction") to Company  in
 the face amount of Two Million Thirty Five Thousand Dollars ($2,035,000.00).
 The  documents  evidencing,  governing  or  securing  the  Transaction   are
 sometimes referred to  herein collectively as  the "Transaction  Documents".
 The Transaction  is secured  by the  real property,   personal  property  or
 equipment (the "Property") described in the other Transaction Documents.

           B.  Indemnitee  is  unwilling  to  close  the  Transaction  unless
 Company   agrees   to   provide   the   indemnifications,    certifications,
 representations, warranties, and  covenants and other  matters described  in
 this Agreement for the benefit of Indemnified Parties.

                                  AGREEMENT

           NOW  THEREFORE, in  order to induce  the Indemnitee  to close  the
 Transaction, and in  consideration of the  substantial benefit Company  will
 derive from the Transaction, Company agrees as follows:

                           ARTICLE I - DEFINITIONS

           As  used in  this Agreement, the  following terms  shall have  the
 following meanings:

           The  term "Disclosure Statement" means that certain  Environmental
 Disclosure Statement executed  by Company on  Indemnitee's standard form  in
 connection with the Transaction.

           The term "EHS Permits" means all environmental, health and  safety
 permits,  licenses,   consents  and   authorizations  required   under   any
 Environmental Law.

           The term "Environmental Conditions" means the presence or  release
 of any Hazardous  Materials on, in,  about, under or  from the Property,  as
 applicable.

           The term "Environmental Law" means any present or future  federal,
 state or  local  laws,  statutes,  codes,  ordinances,  rules,  regulations,
 standards,  policies,   court   orders,  decrees,   administrative   orders,
 guidelines or other governmental directives, as well as common law, relating
 to protection  of human  health or  the environment,  relating to  Hazardous
 Materials that apply  to Company  or the  Property and  relate to  Hazardous
 Materials.
<PAGE>
           The  term  "Environmental Lien"  means  a  lien in  favor  of  any
 Governmental Authority  for  any:  (a)  liability  under  any  Environmental
 Requirement; or  (b)  damages  arising  from,  or  costs  incurred  by  such
 Governmental Authority in response to a Release.

           The  term  "Environmental  Report" means  the  environmental  site
 assessment  reports  for  the  Property  obtained  by  Indemnitee  from  its
 environmental  consultant  or  an   environmental  consultant  approved   by
 Indemnitee, in connection with the Transaction.

           The term "Environmental Requirement" means all Environmental  Laws
 or EHS Permits.

           The  term "Governmental  Authority" means  any federal,  state  or
 local agency,  department, court  or  other administrative,  legislative  or
 regulatory federal,  state  or  Focal  governmental  body,  or  any  private
 individual or entity in place of such entities.

           The  term  "Hazardous  Materials" shall  mean  (a)  petroleum  and
 petroleum derived  substances,  products, compounds  and  wastes,  including
 gasoline, diesel fuel  and oil; (b)  explosive or  flammable materials;  (c)
 radioactive materials; (d) polychlorinated  biphenyl ("PCBs") and  compounds
 containing them; (e) lead  and lead-based paint;  (f) asbestos or  asbestos-
 containing materials; (g) medical wastes; (h) any substance the presence  of
 which is prohibited by any Environmental Requirement; (I) any substance that
 requires special handling; and (j) any other material or substance now or in
 the future defined as or regulated under any Environmental Requirement as  a
 "hazardous  substance,"  "hazardous   material",  hazardous  waste",   toxic
 substance", "toxic pollutant", "contaminant", or "pollutant".

           The  term "Indemnified Parties"  means Indemnitee,  any person  or
 entity who  is  or  will  have  been involved  in  the  origination  of  the
 Transaction, any person or entity who is  or will have been involved in  the
 servicing of  the  Transaction, any  person  or  entity in  whose  name  any
 obligation or any encumbrance created by the other Transaction Documents  is
 or will have been recorded, persons and entities who may hold or acquire  or
 will have held a full or partial interest in the Transaction (including, but
 not limited to, investors in securities  backed by the Transaction, as  well
 as custodians, trustees and other fiduciaries  who hold or have held a  full
 or partial interest in the Transaction for the benefit of. third parties) as
 well as the respective directors, officers, shareholders, partners, members,
 employees, agents, servants,  representatives, contractors,  subcontractors,
 affiliates, subsidiaries, participants,  successors and assigns  of any  and
 all of  the foregoing  (including but  not limited  to any  other person  or
 entity who holds or acquires or will have held a participation or other full
 or partial interest in the Transaction  or the Property, whether during  the
 term of the Transaction or as  a part of or  following a foreclosure of  the
 Transaction  or  exercise  of  any  remedies  under  the  other  Transaction
 Documents, and  including, but  not limited  to, any  successors by  merger,
 consolidation or acquisition of all or a substantial portion of Indemnitee's
 assets and business).

           The  term "Legal  Action"  means any  claim, suit  or  proceeding,
 whether administrative or judicial in nature.
<PAGE>
           The term  "Losses" shall mean any and all claims, demands,  suits,
 liabilities (including,  without limitation,  strict liabilities),  actions,
 proceedings, obligations, debts.  Damages, losses,  costs, expenses,  fines,
 penalties, charges,  fees,  expenses,  judgments, awards,  amounts  paid  in
 settlement of  whatever  kind  or  nature  (including  but  not  limited  to
 attorneys', accountants', engineers' and contractors' fees and other  costs)
 arising out of any Environmental Condition. "Losses" shall include,  without
 limitation, all past, current and future  expenses, arising out of: (i)  any
 pending, threatened or completed action by  a Governmental Authority or  any
 person or  entity for  property damage,  bodily  injury or  personal  injury
 (including any  appeals  whether  instituted by  Company,  any  Governmental
 Authority or any other person or  entity); (ii) any inquiry,  investigation,
 audit, study,  assessment, notice  of violation,  administrative  complaint,
 summons, citation directive or judicial complaint; (iii) any development  of
 remedial or response  plans; and  (iv) any conduct  or activity  in any  way
 associated therewith.

           The  term "Release" with respect  to any Hazardous Material  means
 actual  or  threatened  release,  deposit,  discharge,  emission,   leaking,
 leaching,  spilling,  seeping,   migrating,  injecting,  pumping,   pouring,
 emptying, escaping,  dumping,  disposing  or  other  movement  of  Hazardous
 Materials in, under, on, above or from the Property, as applicable.

           The  term "Remedial Action" means  actions required to: (a)  clean
 up, remove, treat or otherwise address  any Release of Hazardous  Materials;
 (b) prevent or minimize the Release of Hazardous Materials; or (c) determine
 if a remedial response or corrective action is needed, design an appropriate
 response, compile necessary data and reports, conduct pre- and post-remedial
 investigation, monitoring, operation, maintenance and care.

                          ARTICLE 2-INDEMNIFICATION

           2.1  INDEMNIFICATION. Company  covenants and  agrees at  its  sole
 cost  and  expense,  to  protect,   defend,  indemnify,  release  and   hold
 Indemnified Parties harmless  from and against  any and  all Losses  imposed
 upon or incurred by or asserted against any Indemnified Parties and directly
 or indirectly arising out of or  in any way relating to  any one or more  of
 the following: (a) any  presence of any Hazardous  Materials in, on,  above,
 under or  from  the  Property,  as applicable;  (b)  any  past,  present  or
 threatened Release of Hazardous Materials in,  on, above, under or from  the
 Property, as applicable; (c) any activity  by Company, any person or  entity
 affiliated with Company,  and any tenant  or other user  of the Property  in
 connection with any actual, proposed or threatened use, treatment,  storage,
 holding, existence, disposition  or other  Release, generation,  production,
 manufacturing,  processing,   refining,  control,   management,   abatement,
 removal, handling, transfer or transportation to or from the Property of any
 Hazardous Materials at any time located in, under, on or above the  Property
 or any actual or proposed remediation of any Hazardous Materials at any time
 located in, under, on or above the Property, whether or not such remediation
 is voluntary or pursuant to court or administrative order, including but not
 limited to any removal, remedial or corrective action; (d) any past, present
 or threatened non-compliance or violations of any Environmental Requirements
 in connection with the Property, including but not limited to any failure by
 Company, any person  or entity affiliated  with Company, and  any tenant  or
 other user of  the Property  to comply with  any order  of any  Governmental
 Authority  in  connection  with  any  Environmental  Requirements;  (e)  the
 imposition, recording or filing or  the threatened imposition, recording  or
 filing of any Environmental Lien encumbering  the Property; (1) any acts  of
<PAGE>
 Company, any person  or entity affiliated  with Company, and  any tenant  or
 other user of the  Property in (i) arranging  for disposal or treatment,  or
 arranging with a  transporter for transport  for disposal  or treatment,  of
 Hazardous Materials at any facility  or incineration vessel containing  such
 or similar Hazardous Materials or (ii) accepting any Hazardous Materials for
 transport to disposal or treatment facilities, incineration vessels or sites
 from which there  is a  Release, or a  threatened Release  of any  Hazardous
 Material which causes the incurrence of  costs for remediation; and (g)  any
 misrepresentation  or  inaccuracy  in  any  representation  or  warranty  or
 material breach or  failure to perform  any covenants  or other  obligations
 pursuant to this Agreement  or the other  Transaction Documents relating  to
 environmental matters.

            2.2  DUTY TO DEFEND  AND ATTORNEYS AND  OTHER FEES AND  EXPENSES.
 Upon written request by any Indemnified Party, Company shall defend same (if
 requested by any Indemnified Party, in the name of the Indemnified Party) by
 attorneys and other professionals approved by the Indemnified Parties.  Upon
 demand, Company shall  pay or,  in the  sole discretion  of the  Indemnified
 Parties, reimburse, the  Indemnified Parties for  the payment of  reasonable
 fees and disbursements of  attorneys, engineers, environmental  consultants,
 laboratories and other professionals in connection therewith.

            2.3  SUBROGATION.  Company shall  take  any  and  all  reasonable
 actions,  including  institution  of  legal  action  against  third-parties,
 necessary or appropriate  to obtain reimbursement,  payment or  compensation
 from such persons responsible  for the presence  of any Hazardous  Materials
 at, in, on, under or near the Property or otherwise obligated by law to bear
 the cost. Indemnified Parties shall be  and hereby are subrogated to all  of
 Company's rights now or hereafter in such claims.

            2.4  INTEREST. Any  amounts payable  to any  indemnified  Parties
 under this Agreement shall become immediately due and payable on demand and,
 if not paid  within thirty  (30) days of  such demand  therefor, shall  bear
 interest at a per annum rate equal to the lesser of (a) any default rate set
 forth in the other  Transaction Documents or (b)  the maximum interest  rate
 which Company may by law pay or Indemnified Parties may charge and  collect,
 from the date payment was due.

           2.5   SURVIVAL.  The   representations,   covenants,   warranties,
 obligations and liabilities of Company  under this Agreement are  continuing
 and  shall  fully  survive  indefinitely  notwithstanding  any  termination,
 satisfaction, assignment, entry  of a judgment  of foreclosure, exercise  of
 any power  of sale,  delivery of  a deed  in lieu  of foreclosure  or  other
 exercise of remedies under the other Transaction Documents.

           2.6   NOTICE OF  LEGAL ACTIONS.  Coin an  shall, within  five  (5)
 business days of receipt thereof, give  written notice to Indemnitee of  (i)
 any notice, advice or other communication from any Governmental Authority or
 any source  whatsoever  with respect  to  Hazardous Materials  on,  from  or
 affecting the Property, (ii) any matter  which would constitute a breach  of
 or deviation  from  any  representation,  warranty,  covenant  or  agreement
 contained herein; and (iii) any Legal  Action brought against such party  or
 related to the Property,  with respect to which  Company may have  liability
 under this  Agreement. Upon  request, Company  shall provide  to  Indemnitee
 copies of any documents pertaining to any of the above-described matters  in
 this Section.
<PAGE>
            ARTICLE 3 - REPRESENTATIONS AND WARRANTIES AND COVENANTS

            3.1  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.    Except   as
 described in the Disclosure Statement or the Environmental Report,  Company,
 to the best  of its knowledge  after due inquiry  and investigation,  hereby
 represents, covenants and warrants to Indemnitee as follows:

                 (a) The Property is  not listed  on any  federal, state,  or
 local list identifying properties with a known or suspected Release. Company
 is unaware of  any condition  that, if  known to  a Governmental  Authority,
 would require (1) the Property be listed or (2) Remedial Action.

                 (b) The operation of or on the Property have never been, and
 will not be,  for the purpose  of the manufacture,  generation, Release,  or
 refining of any Hazardous Material (whether legal or illegal, accidental  or
 intentional).

                 (c) Company obtained,  and is  and will  continue to  be  in
 material compliance with, all EHS Permits  necessary for the ownership,  use
 and operation of the Property.

                 (d) No Environmental  Lien has, is, or  will be attached  to
 the Property or any portion thereof.

                 (e) Company is not, has not, and does not anticipate  being,
 subject to  any  action  by a  Governmental  Authority  regarding:  (i)  the
 violation-of any Environmental Requirement; (ii) any Remedial Action:  (iii)
 any liability arising out of  or related to the  presence or Release of  any
 Hazardous Material resulting  from or pertaining  to the  operation, use  or
 ownership of the Property.

            3.2  CONFLICTS.  In  the  case   of  any  conflict  between   the
 provisions of this  Agreement and the  provisions of  any other  Transaction
 Documents pertaining  to  environmental  matters,  the  provisions  of  this
 Agreement shall control.

            3.3  REMEDIAL ACTION.  Company, at  its own  cost, shall  perform
 all Remedial  Action to  result in  the best  economic use  of the  Property
 (e.g., no  deed  or  use  restrictions), and  shall  be  conducted:  (a)  in
 accordance with  all  Environmental  Requirements;  (b)  to  the  reasonable
 satisfaction of  Indemnitee; and  (c) in  accordance with  any  Governmental
 Authority orders, directives, and/or terms, whether negotiated or imposed.

            3.4  SITE ASSESSMENTS.  If  Indemnitee reasonably  believes  that
 Hazardous Materials (other than those described in the Disclosure  Statement
 or the Environmental Report) affect the  Property, lndemnitee, at any  time,
 may contract  for  the services  of  any environmental  engineering  company
 ("Environmental Consultant")  to perform  an environmental  site  assessment
 ("Site Assessment") to determine whether any Environmental Condition  exists
 that could result in the diminution of the value of the Property, and/or any
 liability, cost,  or expense  to the  owner, occupier,  or operator  of  the
 Property. Site  Assessments may  be performed  at anytime,  upon  reasonable
 notice and with minimal  interference with Company's  affairs to the  extent
 practicable, as  determined  by  Indemnitee.  Company  will  not  impede  or
 interfere with any such Site Assessment,  and will cooperate fully with  the
 Environmental Consultant including  providing all  historical and  operating
 information  for  the  Property.  The  Environmental  Consultant,   and  its
 employees, agents,  subcontractors, and  assigns, are  hereby authorized  to
<PAGE>
 examine or enter upon the Property, as applicable, for such purposes and are
 further authorized to perform tests on the Property necessary to conduct the
 Site Assessment.  On request, Indemnitee shall make the results of such Site
 Assessments  available  to  Company.  The   cost  of  performing  the   Site
 Assessments, including,  without limitation,  sampling and  monitoring,  the
 preparation of any reports or studies, and the cost of laboratory  analysis,
 shall be paid by Company upon demand.

                              ARTICLE 4-GENERAL

            4.1  UNIMPAIRED LIABILITY. The  liability of  Company under  this
 Agreement shall in  no way  be limited or  impaired by,  and Company  hereby
 consents to and agrees to be bound by, any amendment or modification of  the
 provisions of  the other  Transaction Documents  to  or with  Indemnitee  by
 Company or any person  who succeeds Company  or any person  as owner of  the
 Property. In addition, the liability of  Company under this Agreement  shall
 in no  way  be limited  or  impaired by,  (i)  any extensions  of  time  for
 performance required by  the other Transaction  Document, (ii)  any sale  or
 transfer of all or part of the Property, (iii) any exculpatory provision  in
 the  other  Transaction  Document  limiting  Indemnitee's  recourse  to  the
 Property or to any  other security for the  Company's obligations under  the
 other Transaction Documents, or limiting Indemnitee's rights to a deficiency
 judgment  against  Company,   (iv)  the  accuracy   or  inaccuracy  of   the
 representations and warranties made by  Company under any other  Transaction
 Document or herein,  (v) the  release of Company  or any  other person  from
 performance or  observance of  any of  the agreements,  covenants, terms  or
 condition contained  in  any  Transaction  Document  by  operation  of  law,
 Indemnitee's voluntary act, or otherwise,  (vi) the release or  substitution
 in whole  or  in  part  of  any  security  for  the  Transaction,  or  (vii)
 Indemnitee's failure to record or file any UCC financing statements or other
 Transaction Documents (or Indemnitee's improper  recording or filing of  any
 thereof) or to  otherwise perfect, protect,  secure or  insure any  security
 interest or lien  given as security  for the Transaction;  and, in any  such
 case, whether  with  or  without  notice to  Company  and  with  or  without
 consideration.

            4.2  ENFORCEMENT.   Indemnified   Parties    may   enforce    the
 obligations of Company under  this Agreement without  first resorting to  or
 exhausting any security or  collateral or without  first having recourse  to
 the other Transaction Documents or any of the Property, through  foreclosure
 proceedings, exercise i of remedies under the other Transaction Documents or
 otherwise, provided, however, that nothing  herein shall inhibit or  prevent
 Indemnitee from suing on the other Transaction Documents or from foreclosing
 or exercising any power of sale or other rights and remedies under the other
 Transaction Documents. This Agreement is not collateral or security for  the
 obligations of the  Company under  the other  Transaction Documents,  unless
 Indemnitee expressly elects  in writing  to make  this Agreement  additional
 collateral or security for  the obligations of the  Company under the  other
 Transaction Documents,  which  Indemnitee is  entitled  to do  in  its  sole
 discretion. It is  not necessary for  an Event of  Default to have  occurred
 pursuant to and as defined in any other Transaction Document for Indemnified
 Parties to exercise their rights pursuant to this Agreement. Notwithstanding
 any provision of any other Transaction Document, the obligations pursuant to
 this Agreement are exceptions to  any non-recourse or exculpation  provision
 of any  other Transaction  Document, and  Company  is fully  and  personally
 liable for  such  obligations, and  its  liability  is not  limited  to  the
 original or amortized principal  amount of the Transaction  or the value  of
 the Property.
<PAGE>
           4.3   WAIVERS. (a) Company  hereby waives (i)  any right or  claim
 of right to cause a marshalling  of Company's assets or to cause  Indemnitee
 or other Indemnified Parties to proceed against any of the security for  the
 Transaction before proceeding under this Agreement against Company: and (ii)
 all rights  and  remedies  accorded by  applicable  law  to  indemnitors  or
 guarantors, except  any  rights  of  subrogation  which  Company  may  have,
 provided  that  the  indemnity  provided  for  hereunder  shall  neither  be
 contingent upon the existence of any such rights of subrogation nor  subject
 to any claims  or defenses whatsoever  which may be  asserted in  connection
 with the enforcement  or attempted  enforcement of  such subrogation  rights
 including, without limitation, any claim  that such subrogation rights  were
 abrogated  by  any  acts  of   Indemnitee  or  other  Indemnified   Parties.
 Notwithstanding anything to  the contrary contained  herein, Company  hereby
 agrees to postpone the exercise of any rights of subrogation with respect to
 any collateral securing  the Transaction  until the  Transaction shall  have
 been paid  in lull.  No delay  by any  Indemnified Party  in exercising  any
 right, power or privilege under this Agreement shall operate as a waiver  of
 any such privilege, power or right.

            (b)  COMPANY HEREBY WAIVES,  TO THE FULLEST  EXTENT PERMITTED  BY
 LAW, THE RIGHT TO TRIAL BY  JURY IN ANY ACTION, PROCEEDING OR  COUNTERCLAIM,
 WHETHER IN CONTRACT, TORT OR OTHERWISE,  RELATING DIRECTLY OR INDIRECTLY  TO
 THE TRANSACTION, THIS AGREEMENT  OR THE OTHER  TRANSACTION DOCUMENTS OR  ANY
 ACTS OR OMISSIONS OF ANY INDEMNIFIED PARTIES IN CONNECTION THEREWITH.

            4.4  REMEDIES. In addition  to and without limiting  Indemnitee's
 other rights and remedies under the other Transaction Documents,  Indemnitee
 shall have  the  right,  but not  the  obligation,  to enter  onto  or  take
 possession of  the Property  or to  take  such other  actions as  its  deems
 necessary or advisable to effectuate a  Remedial Action, or to in any  other
 way resolve or minimize the impact of, or otherwise deal with, any Hazardous
 Materials on or affecting the Property.

            4.5  TRANSACTION AMOUNT NO  LIMITATION. The  amount of  Company's
 liability under  this Agreement  is unrelated  to  and independent  of,  the
 amount of any loss that  Indemnitee may suffer by  reason of the failure  of
 Company to  satisfy in  full its  obligations  under the  other  Transaction
 Documents, and shall  not be determined  by reference to  the amount of  any
 Transaction loss. No amount paid to  any Indemnified Party pursuant to  this
 Agreement shall be considered to be paid on account of or in satisfaction of
 Company's  obligations  under  the   other  Transaction  Documents  or   any
 deficiency or  loss suffered  by  Indemnitee by  reason  of the  failure  of
 Company to  satisfy in  full its  obligations  under the  other  Transaction
 Documents. The enforcement of this Agreement by any Indemnified Party  shall
 not be construed  as an  indirect attempt  to recover  any such  Transaction
 loss. Company acknowledges that they may have liability under this Agreement
 even  if  Company  satisfies  in  full  its  obligations  under  the   other
 Transaction Documents by reason of a full credit bid at any foreclosure sale
 under any  other Transaction  Document, and  that  the amount  of  Company's
 liability hereunder could exceed the entire  amount paid by Company for  the
 Property.

            4.6  SURVIVAL. The indemnity  in this Section  is intended to  be
 operable under 42 U.S.C. 9607(e)(1), and any successor section thereof,  and
 shall survive the  foreclosure, release or  reconveyance of any  Transaction
 Document, whether  by  payment  of the  obligations  under  the  Transaction
 Documents or any deed-in-lieu of foreclosure of the Property.
<PAGE>
                           ARTICLE 5 - MISCELLANEOUS

           5.1   NOTICES. All notices  or other  written communications  here
 under shall  be given  in  accordance with  the  requirements of  the  other
 Transaction Documents.

            5.2  NO THIRD-PARTY BENEFICIARY. The terms of this Agreement  are
 for the sole  and exclusive protection  and use of  Indemnified Parties.  No
 party shall be a third-party beneficiary hereunder, and no provision  hereof
 shall operate or inure to the use and benefit of any such third party. It is
 agreed that  those  persons  and entities  included  in  the  definition  of
 Indemnified Parties are not such excluded third party beneficiaries.

            5.3  DUPLICATE  ORIGINALS: COUNTERPARTS.  This Agreement  may  be
 executed in any number  of duplicate originals  and each duplicate  original
 shall be deemed to be an original. This Agreement may be executed in several
 counterparts, each  of  which  counterparts  shall  be  deemed  an  original
 instrument and all of  which together shall  constitute a single  Agreement.
 The  failure  of  any  party  hereto  to  execute  this  Agreement.  or  any
 counterpart hereof,  shall  not relieve  the  other signatories  from  their
 obligations hereunder.

            5.4  NO ORAL CHANGE. This  Agreement, and any provisions  hereof,
 may not  be  modified, amended,  waived,  extended, changed,  discharged  or
 terminated orally or by any act or failure to act on the part of Company  or
 any Indemnified Party,  but only by  an agreement in  writing signed by  the
 party against  whom  enforcement  of any  modification,  amendment,  waiver,
 extension, change, discharge or termination is sought.

            5.5  HEADINGS.  ETC.  The   headings  and  captions  of   various
 paragraphs of this Agreement are for  convenience of reference only and  are
 not to be construed as defining or limiting, in any way, the scope or intent
 of the provisions hereof.

            5.6  NUMBER AND GENDER/SUCCESSORS  AND ASSIGNS. All pronouns  and
 any variations thereof shall be deemed to refer to the masculine,  feminine,
 neuter, singular or plural as the identity of the person or persons referred
 to may require. Without  limiting the effect of  specific references in  any
 provision of this Agreement, the term "Company" shall be deemed to refer  to
 each and every person or entity comprising Company from time to time, as the
 sense of  a particular  provision may  require, and  to include  the  heirs,
 executors, administrators, legal representatives, successors and assigns  of
 Company, all of  whom shall be  bound by the  provisions of this  Agreement,
 provided that  no obligation  of Company  may be  assigned except  with  the
 written consent of Indemnitee. Each reference herein to Indemnitee shall  be
 deemed to include its successors and assigns. This Agreement shall inure  to
 the benefit  of  Indemnified Parties  and  their respective  successors  and
 assigns forever.

           5.7   JOINTAND SEVERAL  LIABILITY.  If Company  consists  of  more
 than one person  or entity,  the obligations  and liabilities  of each  such
 person hereunder are joint and several.

           5.8  RELEASE OF LIABILITY. Any one or more parties liable upon  or
 in respect of this Agreement may be released without affecting the liability
 of any party not so released.
<PAGE>
            5.9  RIGHTS CUMULATIVE. The  rights and remedies herein  provided
 are cumulative and not exclusive of any rights or remedies which  Indemnitee
 has under the other Transaction Documents or would otherwise have at law  or
 in equity.

           5.10  INAPPLICAELEPROVISIONS.  If any term, condition or  covenant
 of this Agreement shall be held  to be invalid, illegal or unenforceable  in
 any respect, this Agreement shall be construed without such provision.

           5.11  GOVERNING LAW. This Agreement shall be governed,  construed,
 applied and enforced in accordance with the  laws of the state in which  the
 Property is located.

           5.12  APPROVALS.  Wherever   pursuant   to  this   Agreement   (i)
 Indemnified Parties exercise any right given to it to approve or disapprove,
 (ii) any arrangement or term is  to be satisfactory to Indemnified  Parties,
 or (iii) any other  decision or determination is  to be made by  Indemnified
 Parties, the decision of Indemnified Parties  to approve or disapprove,  all
 decisions that arrangements  or terms are  satisfactory or not  satisfactory
 and all  other decisions  and determinations  made by  Indemnified  Parties,
 shall be in  the sole discretion  of Indemnified Parties,  except as may  be
 otherwise expressly and specifically provided herein.

            5.13 LEGAL  FEES. Wherever  pursuant  to  this  Agreement  it  is
 provided that Company pay  any costs and expenses,  such costs and  expenses
 shall include,  but not  be  limited to,  legal  fees and  disbursements  of
 Indemnified  Parties,   whether  with   respect  to   retained  firms,   the
 reimbursement for the expenses of the in-house staff or otherwise.

            IN WITNESS WHEREOF, this Agreement  has been executed by  Company
 and is effective as of the day and year first above written.


                                   Company:

                                   PC Dynamics of Texas, Inc.

                                   By: /s/
                                      --------------------------
                                      D. Ronald Allen, President