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                                                                   Exhibit 10.28

                   SECOND AMENDED AND RESTATED LOAN AGREEMENT

                                     BETWEEN

                              BANK OF AMERICA, N.A.
(FORMERLY NATIONSBANK, N.A., FORMERLY THE BOATMEN'S NATIONAL BANK OF ST. LOUIS)


                                    AS "BANK"

                                       AND

                     BEKINS DISTRIBUTION SERVICES CO., INC.

                                  AS "BORROWER"

                                SEPTEMBER 1, 2000


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                   SECOND AMENDED AND RESTATED LOAN AGREEMENT

         This SECOND AMENDED AND RESTATED LOAN AGREEMENT is dated as of
September 1, 2000 and is by and between BEKINS DISTRIBUTION SERVICES CO., INC.,
a Delaware corporation formerly known as BDS Acquisition Company, Inc.
("Borrower"), and BANK OF AMERICA, N.A., a national banking association formerly
NationsBank, N.A., formerly The Boatmen's National Bank of St. Louis ("Bank").
This Agreement amends and restates, and supersedes and replaces in its entirety
the Amended and Restated Loan Agreement between Borrower and Bank dated as of
March 29, 1996 (as amended by that certain Amendment thereto dated as of
December 18, 1996, that certain Amendment No. 2 thereto dated as of March 6,
1997, and that certain Amendment No. 3 thereto dated as of January 9, 1998, the
"Original Loan Agreement"). This Agreement does not constitute an extinguishment
of the Indebtedness under the Original Loan Agreement nor does it constitute a
release or relinquishment of the priority of any or all of the Liens of Bank in
any assets (real and personal) of Borrower. All capitalized terms herein shall
have the meanings defined in the Sections where they are first used, or if not
therein defined, the meanings defined in Section 10.1.

         The parties hereto mutually agree as follows:

1.       THE LOANS.

         1.1. REVOLVING LOAN. Subject to the terms and conditions hereof, and in
         reliance upon the representations and warranties of Borrower made as of
         the date hereof and contained herein, Bank hereby commits to make
         advances of funds to Borrower from time to time during the period
         commencing with the Closing Date and ending on the Termination Date in
         an aggregate principal amount at any one time outstanding not to exceed
         the Maximum Available Amount. The "Maximum Available Amount" on any
         date shall be a Dollar amount equal to the lesser of One Million Five
         Hundred Thousand and no/100 Dollars ($1,500,000.00) (the "Revolving
         Commitment") or the Borrowing Base on such date. Borrower may use the
         Revolving Commitment by borrowing, repaying and reborrowing, all in
         accordance with the terms and conditions hereof. Bank shall advance
         $1,500,000 of the Revolving Loan in a single advance on the Closing
         Date.

         1.2. OVERADVANCE TERM LOAN. Subject to the terms and conditions hereof,
         and in reliance upon the representations and warranties of Borrower
         contained herein, Bank hereby makes the Overadvance Term Loan to
         Borrower for the purposes set forth herein, in the principal amount of
         Five Million Three Hundred Thousand and no/100 Dollars ($5,300,000.00)
         (the "Overadvance Term Commitment"); provided, that, the amount of the
         Overadvance Term Loan shall be increased in accordance with the
         provisions of Section 1.9.3.1 hereof. The Overadvance Term Loan will be
         made in a single advance on the Closing Date.

         1.3. TERM LOAN. On March 29, 1996, Bank made a Term Loan to Borrower in
         the amount of Three Million Six Hundred Thousand and no/100 Dollars
         ($3,600,000.00) (the "Term Commitment"). As of the Closing Date, the
         outstanding principal balance of the Term Loan is $1,035,000.

         1.4. FLORIDA TERM LOAN. On December 18, 1996, Bank made the Florida
         Term Loan to Borrower in the principal amount of One Million Eight
         Hundred Fifty Thousand and no/100 Dollars ($1,850,000.00) (the "Florida
         Term Commitment"). As of the Closing Date, the outstanding principal
         balance of the Florida Term Loan is $1,416,000.

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1.5.     BORROWING UNDER REVOLVING LOAN.

         1.5.1.   NOTICE OF BORROWING.

                  1.5.1.1. REVOLVING LOAN PROCEDURE. Whenever Borrower desires
                  to make a Borrowing under the Revolving Loan, it shall give
                  Bank prior to 11:00 a.m., St. Louis time, on the same Business
                  Day an advance is to be made (the "Borrowing Date"), a
                  telephonic request for an advance in a specific amount (the
                  "Notice of Borrowing"). Each submission of a Notice of
                  Borrowing given by Borrower to Bank for a Borrowing under the
                  Revolving Loan shall constitute a certification that, to the
                  best of Borrower's knowledge, after due inquiry, there has
                  occurred no Default or Event of Default by Borrower under this
                  Agreement which is continuing unwaived, and that all required
                  conditions to the making of such Borrowing have been met under
                  Section 1.5.

                  1.5.1.2. DISBURSEMENT OF FUNDS. Subject to the provisions of
                  Section 1.5.1.1, Bank will make available the amount of any
                  Borrowing under the Revolving Loan requested to be made on
                  such date in immediately available funds at the Applicable
                  Lending Office.

1.6.     NOTES.

         1.6.1. REVOLVING NOTE. The Revolving Loan made by Bank hereunder shall
         be evidenced by a master note (as may be amended, restated, or
         otherwise modified from time to time, the "Revolving Note"), payable to
         the order of Bank, representing the obligation of Borrower to pay the
         amount of the Revolving Commitment or the aggregate unpaid principal
         amount of all Borrowings under the Revolving Loan pursuant to this
         Agreement, whichever is less, and all accrued interest thereon. The
         Revolving Note shall be dated as of the Closing Date and shall be
         payable in the principal amount of the Revolving Commitment. The
         Revolving Note shall mature on the Termination Date. The Revolving Loan
         may be paid, reborrowed and repaid, subject to the conditions set forth
         in Section 1.5, and shall be payable in full on the Termination Date in
         accordance with Section 1.8.1.3.

         1.6.2. OVERADVANCE TERM NOTE. The Overadvance Term Loan made by Bank
         hereunder shall be evidenced by a promissory note (as may be amended,
         restated, or otherwise modified from time to time, the "Overadvance
         Term Note"), payable to the order of Bank, representing the obligation
         of Borrower to pay the amount of the Overadvance Term Loan and all
         accrued interest thereon, dated as of the Closing Date, and shall
         mature on the Termination Date.

         1.6.3. TERM NOTE. The Term Loan previously made by Bank hereunder is
         evidenced by that certain Amended and Restated Term Note dated as of
         March 29, 1996 (as may be amended, restated, or otherwise modified from
         time to time, the "Term Note"), payable to the order of Bank,
         representing the obligation of Borrower to pay the amount of the Term
         Loan and all accrued interest thereon, dated as of the Closing Date,
         and shall mature on the Termination Date.

         1.6.4. FLORIDA TERM NOTE. The Florida Term Loan previously made by Bank
         hereunder is evidenced by that certain Term Note (as may be amended,
         restated, or otherwise modified from time to time, the "Florida Term
         Note"), payable to the order of Bank, representing the obligation of
         Borrower to pay the amount of the Florida Term

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         Loan and all accrued interest thereon, dated as of December 18, 1996,
         and shall mature on the Termination Date.

         1.6.5. LOAN RECORDS. The date and amount of all disbursements and
         receipts representing principal and receipts of interest by Bank with
         respect to the Loans shall be recorded by Bank in the records it
         maintains with respect thereto. The failure to record, or any error in
         recording, any of the foregoing shall not, however, affect the
         obligations of Borrower hereunder or under the Notes to repay the
         outstanding principal amount of the Loans together with all interest
         accruing thereon. Each such record as maintained by Bank shall
         constitute prima facie evidence of the outstanding amount of its Loans.

1.7.     INTEREST ON NOTES.

         1.7.1. INTEREST ON REVOLVING NOTE. The Revolving Loan shall bear
         interest on the unpaid principal balance outstanding thereunder from
         time to time at a per annum rate equal to the Prime Rate, such rate to
         change simultaneously with any change in the Prime Rate; provided,
         however, that after maturity, whether by acceleration or otherwise, the
         overdue principal and, to the extent permitted by law, overdue interest
         at maturity in respect of the Revolving Note and all other overdue
         amounts owing hereunder shall bear interest, payable on demand, at the
         rate per annum otherwise in effect hereunder plus two percent (2%),
         such rate to change simultaneously with any change in the Prime Rate.
         Interest shall be payable monthly, in arrears, commencing on the first
         day of the month following the first month during which there is any
         amount outstanding under the Revolving Loan, and the first day of each
         month thereafter as long as there is any unpaid principal balance under
         the Revolving Note.

         1.7.2. INTEREST ON OVERADVANCE TERM NOTE. The Overadvance Term Loan
         shall bear interest from the Closing Date on the unpaid principal
         balance outstanding thereunder from time to time at a per annum rate
         equal to the Prime Rate, such rate to change simultaneously with any
         change in the Prime Rate; provided, however, that the interest rate on
         the Overadvance Term Loan shall automatically increase (an "Increase")
         to a per annum rate equal to the Prime Rate plus two percent (2%) on
         February 29, 2002 if the outstanding principal balance of the
         Overadvance Term Loan is greater than or equal to $3,500,000, and will
         automatically increase by an additional one-fourth of one percent
         (0.25%) every three months thereafter so long as the outstanding
         principal balance of the Overadvance Term Loan is greater than or equal
         to $3,500,000 (not to exceed thirteen percent (13%)); and provided
         further, however, that after maturity, whether by acceleration or
         otherwise, the overdue principal and, to the extent permitted by law,
         overdue interest at maturity in respect of the Overadvance Term Note
         shall bear interest, payable on demand, at the rate per annum otherwise
         in effect hereunder plus two percent (2%), such rate to change
         simultaneously with any change in the Prime Rate. Notwithstanding the
         foregoing, in the event the principal balance of the Overadvance Term
         Loan shall be less than $3,500,000 after any Increase, the interest
         rate on the Overadvance Term Loan will automatically decrease to the
         Prime Rate until such time as the principal balance equals or exceeds
         $3,500,000, at which time the interest rate shall increase in
         accordance with provisions set forth in this Section 1.7.2. Interest
         shall be payable monthly, in arrears, commencing on September 1, 2000,
         and on the first day of each month thereafter, as long as there is any
         unpaid balance under the Overadvance Term Note.

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         1.7.3. INTEREST ON TERM NOTE. The Term Loan shall continue to bear
         interest on the unpaid principal balance outstanding thereunder from
         time to time at a per annum rate equal to the Prime Rate, such rate to
         change simultaneously with any change in the Prime Rate; provided,
         however, that after maturity, whether by acceleration or otherwise, the
         overdue principal and, to the extent permitted by law, overdue interest
         at maturity in respect of the Term Note shall bear interest, payable on
         demand, at the rate per annum otherwise in effect hereunder plus two
         percent (2%), such rate to change simultaneously with any change in the
         Prime Rate. Interest shall be payable monthly, in arrears, commencing
         on September 1, 2000, and on the first day of each month thereafter, as
         long as there is any unpaid balance under the Term Note.

         1.7.4. INTEREST ON FLORIDA TERM NOTE. The Florida Term Loan shall
         continue to bear interest on the unpaid principal balance outstanding
         thereunder from time to time at a per annum rate equal to the Prime
         Rate, such rate to change simultaneously with any change in the Prime
         Rate; PROVIDED, HOWEVER, that after maturity, whether by acceleration
         or otherwise, the overdue principal and, to the extent permitted by
         law, overdue interest at maturity in respect of the Florida Term Note
         shall bear interest, payable on demand, at the rate per annum otherwise
         in effect hereunder plus two percent (2%), such rate to change
         simultaneously with any change in the Prime Rate. Interest shall be
         payable monthly, in arrears, commencing on September 1, 2000, and on
         the first day of each month thereafter, as long as there is any unpaid
         balance under the Florida Term Note.

1.8.     REPAYMENTS.

         1.8.1.   REVOLVING NOTE.

                  1.8.1.1. LOCK BOX. Borrower has established a lock box
                  arrangement (the "Lock Box") acceptable to Bank, and the
                  Operating Account, each so designated, in Borrower's name with
                  Bank. All Account Debtors shall be directed by Borrower to
                  remit payments on all Accounts to the Lock Box. To secure the
                  payment and performance of the Loan Obligations, Borrower
                  hereby grants Bank a Security Interest to Bank in all of the
                  contents of the Lock Box and the Operating Account, including
                  all payments made to the Lock Box, all payments received
                  directly by Borrower and deposited in the Operating Account,
                  regardless of the form or method of payment and whether made
                  on the Accounts or as proceeds of other Collateral or
                  otherwise, and all proceeds thereof.

                  1.8.1.2. ACCOUNTS IN EFFECT ON CLOSING DATE. On each Business
                  Day items received in the Lock Box shall be deposited in the
                  Operating Account by Bank. Borrower shall immediately deposit
                  in the Operating Account all cash payments received directly
                  by Borrower, and all cash payments constituting proceeds of
                  other Collateral and all other funds it receives (other than
                  advances under the Loans). Borrower and its Affiliates,
                  employees, agents or other Persons acting for or in concert
                  with Borrower, shall as trustee for Bank receive any payments
                  respecting the Accounts or other Collateral which come into
                  the possession of any of them, and except as otherwise
                  expressly provided herein, immediately upon receipt thereof,
                  shall cause the same to be deposited in the Operating Account.

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                  1.8.1.3. TERMINATION DATE. On the Termination Date, Borrower
                  shall repay, at the Applicable Lending Office, all remaining
                  amounts outstanding (whether for principal, interest, fees or
                  otherwise) with respect to the Revolving Loan.

                  1.8.1.4. METHOD AND TIME OF PAYMENT PROVISIONS CONTROLLING.
                  Nothing contained in this Section 1.8.1 shall modify in any
                  respect the provisions of Section 3.3.

         1.8.2. OVERADVANCE TERM NOTE. Borrower shall repay the Overadvance Term
         Loan in quarterly installments of $75,000 each, commencing on the
         earlier of (i) the first day of the first calendar quarter beginning
         after the Term Loan and Florida Term Loan have been repaid in full or
         (ii) July 1, 2001, and continuing on the first day of each calendar
         quarter thereafter, with a final installment in the amount of the
         remaining outstanding principal balance and all accrued interest
         thereon being due on the Termination Date, each to be paid at the
         Applicable Lending Office.

         1.8.3. TERM NOTE. Borrower shall repay the Term Loan in three (3)
         consecutive principal payments as follows: a principal payment of
         $117,000 is due and payable on October 1, 2000, a principal payment of
         $117,000 is due and payable on January 1, 2001, and a payment in the
         amount of the remaining outstanding principal balance of the Term Loan,
         and all accrued interest thereon, is due and payable in full on April
         1, 2001.

         1.8.4. FLORIDA TERM NOTE. Borrower shall repay the Florida Term Loan in
         three (3) consecutive principal payments as follows: a principal
         payment of $31,000 is due and payable on October 1, 2000, a principal
         payment of $31,000 is due and payable on January 1, 2001, and a payment
         in the amount of the remaining outstanding principal balance of the
         Florida Term Loan, and all accrued interest thereon, is due and payable
         in full on April 1, 2001.

1.9.     PREPAYMENTS.

         1.9.1.   VOLUNTARY PREPAYMENTS.

                  1.9.1.1. OVERADVANCE TERM NOTE, TERM NOTE, FLORIDA TERM NOTE,
                  REVOLVING NOTE. Borrower may prepay the Overadvance Term Note,
                  the Term Note, the Florida Term Note, or the Revolving Note in
                  whole at any time or in part from time to time upon one (1)
                  Business Day's prior written notice to Bank, without penalty
                  or premium, provided that each prepayment (other than
                  prepayments as a result of a sweep from the funds in the Lock
                  Box) is in an amount of One Hundred Thousand and no/100
                  Dollars ($100,000.00) or a whole multiple thereof.

         1.9.2.   MANDATORY PREPAYMENTS.

                  1.9.2.1. PREPAYMENTS FROM THE DISPOSITION OF PROPERTY. After
                  receipt by Borrower of any Property Sale Proceeds, Borrower
                  shall pay to Bank an amount equal to the amount of such
                  Property Sale Proceeds. The term "Property Sale Proceeds"
                  shall mean all proceeds from the sale of any of Borrower's
                  property less selling expenses, other than proceeds from the
                  sale of Borrower's Inventory and the Kissimmee Leasehold.
                  Borrower need not make such prepayment, however, unless
                  Borrower's aggregate Property Sale Proceeds during the term of
                  this Agreement exceeds $75,000.

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                  1.9.2.2. PREPAYMENTS FROM THE ISSUANCE OF EQUITY SECURITIES.
                  Without limiting any prohibition on the issuance of equity
                  securities by Borrower contained herein, all proceeds from the
                  issuance by Borrower of any equity securities (whether or not
                  the issuance of such equity securities are permitted
                  hereunder) less selling expenses shall be promptly paid to
                  Bank at the time of each such sale.

                  1.9.2.3. PREPAYMENTS FROM EXCESS CASH FLOW. Within 120 days of
                  the end of each fiscal year of Borrower (beginning with the
                  fiscal year of Borrower in which the Term Loan and the Florida
                  Term Loan are repaid in full), so long as the Overadvance Term
                  Loan has a balance greater than zero, Borrower shall pay to
                  Bank an aggregate amount equal to twenty-five percent (25%) of
                  the amount by which Borrower's Operating Cash Flow for such
                  fiscal year exceeds $300,000.

                  1.9.2.4. APPLICATION OF INSURANCE AND CONDEMNATION PROCEEDS.
                  On the 120th day after receipt by Borrower of any cash
                  proceeds of insurance or condemnation or any like proceeds
                  with respect to loss or damage to or taking of the Collateral
                  in accordance with the provisions of any of the Loan Documents
                  or otherwise, Borrower shall pay to Bank and Bank shall apply
                  as set forth in Section 1.9.3 an amount equal to (i) the
                  amount of such proceeds, less (ii) such amounts (in no event
                  amounts greater than the amount in clause (i)) as have been
                  expended by Borrower for purposes of rebuilding, repairing or
                  replacing the property giving rise to the insurance or
                  condemnation proceeds during the 120-day period from the date
                  of Borrower's receipt of such proceeds to the date of such
                  mandatory prepayment. To the extent that any agreement
                  regarding application of proceeds in the event of the
                  condemnation or insured destruction or loss of any of the
                  Collateral is inconsistent with the provisions of this
                  Section, the terms of this Section will govern.

         1.9.3.   APPLICATION OF PREPAYMENTS. Each prepayment made under Section
                  1.9.1 and 1.9.2 shall be applied to the principal installments
                  of the Term Note in the inverse order of their maturities, so
                  that (unless the Term Loan is reduced to zero) partial
                  prepayments shall not change the due dates of any installment
                  of principal or interest or change the amount of any
                  installment of principal (except the final payment). If
                  application to the Term Loan of any prepayment required under
                  this Section reduces the Term Loan to zero, the remaining
                  amount of such prepayment shall be applied to the principal
                  installments of the Florida Term Note in the inverse order of
                  their maturities, so that (unless the Florida Term Loan is
                  reduced to zero) partial prepayments shall not change the due
                  dates of any installment of principal or interest or change
                  the amount of any installment of principal (except the final
                  payment). If application to the Florida Term Loan of any
                  prepayment required under this Section reduces the Florida
                  Term Loan to zero, the remaining amount of such prepayment
                  shall be applied to the principal installments of the
                  Overadvance Term Note in the inverse order of their
                  maturities, so that (unless the Overadvance Term Loan is
                  reduced to zero) partial prepayments shall not change the due
                  dates of any installment of principal or interest or change
                  the amount of any installment of principal (except the final
                  payment). If application to the Overadvance Term Loan of any
                  prepayment required under this Section reduces the Overadvance
                  Term Loan to zero, the remaining amount of such prepayment
                  shall be applied

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                  to reduce the Revolving Loan and the Revolving Commitment
                  shall be automatically and permanently reduced by an
                  equivalent amount.

                  1.9.3.1. PREPAYMENTS RESULTING FROM SALE OF KISSIMMEE
                  LEASEHOLD. After receipt by Borrower of any Kissimmee
                  Leasehold Property Sale Proceeds, Borrower shall pay to Bank
                  an amount equal to the amount of such Kissimmee Leasehold
                  Property Sale Proceeds. The term "Kissimmee Leasehold Property
                  Sale Proceeds" shall mean all proceeds from the sale of the
                  Kissimmee Leasehold, less selling expenses. The Kissimmee
                  Leasehold Property Sale Proceeds shall be applied to the
                  principal installments of the Florida Term Note in the inverse
                  order of their maturities, so that (unless the Florida Term
                  Loan is reduced to zero) partial prepayments shall not change
                  the due dates of any installment of principal or interest or
                  change the amount of any installment of principal (except the
                  final payment). If application to the Florida Term Loan of any
                  prepayment required under this Section reduces the Florida
                  Term Loan to zero, the remaining amount of such prepayment
                  shall be applied to the principal installments of the Term
                  Note in the inverse order of their maturities, so that (unless
                  the Term Loan is reduced to zero) partial prepayments shall
                  not change the due dates of any installment of principal or
                  interest or change the amount of any installment of principal
                  (except the final payment). If application to the Term Loan of
                  any prepayment required under this Section reduces the Term
                  Loan to zero, the remaining amount of such prepayment shall be
                  applied to the principal installments of the Overadvance Term
                  Note in the inverse order of their maturities, so that (unless
                  the Overadvance Term Loan is reduced to zero) partial
                  prepayments shall not change the due dates of any installment
                  of principal or interest or change the amount of any
                  installment of principal (except the final payment). If
                  application to the Overadvance Term Loan of any prepayment
                  required under this Section reduces the Overadvance Term Loan
                  to zero, the remaining amount of such prepayment shall be
                  applied to reduce the Revolving Loan and the Revolving
                  Commitment shall be automatically and permanently reduced by
                  an equivalent amount. Notwithstanding anything to the contrary
                  in this Agreement, in the event the Kissimmee Leasehold Sale
                  Proceeds are not sufficient to satisfy in full the Florida
                  Term Loan and Term Loan (the "Deficiency"), such Deficiency
                  shall automatically be added to the principal amount of the
                  Overadvance Term Loan, subject only to the execution and
                  delivery of an Amended and Restated Overadvance Term Note by
                  the Borrower.

         1.9.4.   MANDATORY PREPAYMENTS OF REVOLVING NOTE.

                  1.9.4.1. PREPAYMENTS UPON VOLUNTARY REDUCTION OF REVOLVING
                  COMMITMENT. On the date of any reduction of the Revolving
                  Commitment under Section 3.1, Borrower shall prepay the
                  Revolving Loan to the extent that the aggregate unpaid
                  principal amount of the Revolving Loan exceeds the aggregate
                  amount of the Revolving Commitment as so reduced.

                  1.9.4.2. EXCESS BORROWINGS. Borrower shall not permit or allow
                  the aggregate unpaid amount of the Revolving Loan at any time
                  to exceed the Maximum Available Amount, and Borrower shall
                  repay the Revolving Loan by an amount equal to and to the
                  extent of any such excess, immediately upon obtaining notice
                  or knowledge thereof.

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2.       GENERAL PROVISIONS CONCERNING INTEREST.

         2.1.     GENERAL INTEREST PROVISION.

                  2.1.1. TIME OF ACCRUAL. Interest on each Loan shall accrue
                  from and including the date of each advance on such Loan to
                  but excluding the date of any repayment thereof.

                  2.1.2. COMPUTATION. Interest on each Loan shall be computed on
                  the basis of a year deemed to consist of 360 days and paid for
                  the actual number of days elapsed. Any change in the interest
                  rate on any Loan or any portion thereof resulting from a
                  change in the Prime Rate shall be effective for the entire day
                  on which such change in the Prime Rate shall become effective.

         2.2. USURY. It is the intention of the parties to comply with all
         applicable usury laws. Accordingly, it is agreed that notwithstanding
         any provisions to the contrary in the Loan Documents, in no event shall
         the Loan Documents require the payment or permit the collection of
         interest in excess of the maximum amount permitted by such laws. If any
         such excess interest is contracted for, charged or received under the
         Loan Documents, or in the event the maturity of the Indebtedness
         evidenced by such Loan Documents is accelerated in whole or in part, or
         in the event that all or a part of the principal or interest of the
         Notes shall be prepaid, so that under any such circumstances the amount
         of interest contracted for, charged or received shall exceed the
         maximum amount of interest permitted by the applicable usury laws, then
         in any such event (i) the provisions of this Section shall govern or
         control; (ii) neither Borrower nor any Person now or hereafter liable
         for repayment of such Indebtedness shall be obligated to pay the amount
         of such interest not permitted by the applicable usury laws; (iii) any
         such excess which may have been collected shall be refunded to Borrower
         or such other Person; and (iv) the effective rate of interest for the
         Notes shall be deemed automatically reduced to the maximum lawful rate
         allowed under applicable usury laws.

3.       GENERAL PROVISIONS CONCERNING COMMITMENTS AND LOANS.

         3.1. CANCELLATION AND REDUCTION OF REVOLVING COMMITMENT. Borrower shall
         have the right, upon at least five (5) Business Days' prior written
         notice to Bank, at any time, to cancel or from time to time reduce the
         Revolving Commitment; provided, however, that if the amount of such
         reduction shall cause the Revolving Commitment to be less than the
         aggregate principal amount outstanding under the Revolving Loan on the
         date of such reduction, then such reduction shall not occur until the
         amount of such excess is repaid under Section 1.9.4.2. Any such
         reduction of the Revolving Commitment shall (i) be in the amount of One
         Hundred Thousand Dollars ($100,000) or any whole multiple thereof; and
         (ii) reduce permanently the amount of the Revolving Commitment then in
         effect.

         3.2. REPAYMENT OR PREPAYMENT OF TERM COMMITMENT, FLORIDA TERM
         COMMITMENT, OR OVERADVANCE TERM Commitment. Any prepayment or repayment
         of the Term Loan, Florida Term Loan, or Overadvance Term Loan may not
         be reborrowed and shall permanently and automatically reduce the Term
         Commitment, Florida Term Commitment, or Overadvance Term Commitment by
         an amount equal to such prepayment or repayment.

         3.3. METHOD AND TIME OF PAYMENT. All payments received by Bank shall be
         applied against the Loan Obligations on the Business Day received,
         provided, however, for purposes of interest calculation under this
         Agreement, (A) cash and wire-transfers of immediately available funds
         received by Bank shall be applied against the Loan Obligations on the
         Business Day received and (B) checks, instruments and other items of
         payment (other than cash and wire-transfers of

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         immediately available funds) shall be deemed to have been applied
         against the Loan Obligations on the second Business Day after receipt
         thereof by Bank. All other payments to be made by Borrower hereunder or
         under any of the other Loan Documents shall be made to Bank in Dollars
         and in immediately available funds, at the Applicable Lending Office
         not later than 1:00 p.m., St. Louis time, on the date on which such
         payment shall become due; and funds received after that hour shall be
         deemed to have been received by Bank on the next succeeding Business
         Day. If any principal of or interest on any Note or any other amount
         payable hereunder falls due on a date which is not a Business Day, then
         such due date shall be extended to the next succeeding Business Day,
         and interest on such principal shall be payable in respect of such
         extension. Borrower authorizes and directs Bank to charge any account,
         including but not limited to the Operating Account, maintained by it
         with Bank or cause an advance to be made under the Revolving Loan, to
         the extent that funds are available in such account or accounts or
         under such Revolving Loan, in order to cause timely payment to be made
         to Bank of principal and interest on the Notes and any other amounts
         payable by it to Bank hereunder or under any of the other Loan
         Documents.

         3.4. EFFECT OF TELEPHONIC NOTICE. Bank shall not incur any liability to
         Borrower in acting upon any telephonic notice referred to herein which
         Bank believes in good faith to have been given by a duly authorized
         officer or other Person authorized to borrow on behalf of Borrower, and
         upon the funding of any Borrowing by Bank in accordance with this
         Agreement pursuant to any such telephonic notice, Borrower shall be
         deemed to have obtained the proceeds of Borrowings hereunder and shall
         be liable hereunder and under the Notes with respect to such
         Borrowings.

4.       COLLATERAL AND SECURITY.

         4.1. SECURITY. As security for the Loan Obligations, Borrower has
         previously delivered or caused to be delivered to Bank (i) the Amended
         and Restated Security Agreement (as has been or may be further amended,
         restated, or otherwise modified from time to time, the "Security
         Agreement") granting Bank a first priority security interest in the
         Personal Property Collateral subject only to applicable Permitted
         Liens; (ii) the Trademark Collateral Assignment and Security Agreement
         (as may be amended, restated, or otherwise modified from time to time,
         the "Trademark Assignment") granting Bank a first priority collateral
         assignment of all trademarks of Borrower; (iii) the Assignment of
         Accounts Agreement between Borrower and Bank (together, as may be
         amended, restated, or otherwise modified from time to time, the
         "Account Assignment"); (iv) the Leasehold Mortgage, Security Agreement,
         and Fixture Filing, granting Bank a first priority lien on Kissimmee
         Leasehold (as it may be amended, restated, extended, renewed, replaced
         or otherwise modified from time to time, the "Mortgage"); and (v) any
         other documents evidencing or granting a Lien or security interest in
         the property of Borrower to Bank which may from time to time be
         executed and delivered by Borrower to Bank pursuant to this Agreement.
         As further security for the Loan Obligations, as of the Closing Date
         Borrower will cause Hotelworks.com, Inc. (formerly known as Hospitality
         Worldwide Services, Inc.) ("Hotelworks") to execute and deliver to Bank
         a Stock Pledge Agreement by and between Bank and Hotelworks (as may be
         amended, restated, or otherwise modified from time to time, the "Stock
         Pledge Agreement") pledging 100% of the outstanding shares of Borrower
         as security for the Loan Obligations. As further security for any and
         all Loan Obligations of Borrower to Bank, if, at any time after the
         date of this Agreement, Borrower has any Subsidiaries permitted by this
         Agreement, Borrower shall notify Bank thereof and shall immediately
         upon Bank's request, deliver such security documents covering such of
         the assets of such Subsidiaries as may be requested by Bank; all such
         documents delivered to Bank shall be deemed to be Security

                                       9
<PAGE>   11

         Documents hereunder and all property covered by such documents shall be
         deemed Collateral hereunder.

         4.2. BANK'S RIGHTS UPON MATURITY. After maturity of any one or more of
         the Notes, by acceleration or otherwise, Bank may sell or otherwise
         dispose of the Collateral as provided in Section 9.3.

         4.3. APPOINTMENT OF BANK AS BORROWER'S ATTORNEY-IN-FACT. Following the
         occurrence and during the continuance of an Event of Default, until
         such Event of Default has been cured or waived in writing, Borrower
         hereby agrees to designate, make, constitute and appoint Bank (and all
         Persons designated by Bank) as Borrower's true and lawful agent and
         attorney-in-fact (which appointment shall for all purposes be deemed to
         be coupled with an interest), and authorizes Bank, in Borrower's or
         Bank's name, to: (i) demand payment of Accounts; (ii) enforce payment
         of Accounts by legal proceedings or otherwise; (iii) exercise all of
         Borrower's rights and remedies with respect to proceedings brought to
         collect an Account; (iv) sell or assign any Account upon such terms,
         for such amount and at such time or times as Bank deems advisable; (v)
         settle, adjust, compromise, extend or renew an Account; (vi) discharge
         and release any Account; (vii) prepare, file and sign Borrower's name
         on any proof of claim in bankruptcy or other similar documents against
         an Account Debtor; (viii) endorse Borrower's name on any verification
         of Accounts and notices thereof to Account Debtors; and (ix) do all
         acts and things which are necessary, in Bank's sole discretion, to
         fulfill the Loan Obligations. (x) take control in any manner of any
         item of payment or proceeds of any Account; (xi) have access to any
         lock box into which proceeds of any Account are deposited; (xii)
         endorse Borrower's name upon any items of payment or proceeds thereof
         and deposit the same in Operating Account on account of the Loan
         Obligations; (xiii) endorse Borrower's name upon any chattel paper,
         document, instrument, invoice, or similar document or agreement
         relating to any Account or any goods pertaining thereto; (xiv) execute
         in Borrower's name and on Borrower's behalf any financing statements or
         amendments thereto; and (xv) after giving notice to Borrower of Bank's
         intent to do so, communicate with Borrower's independent certified
         public accountants.

         4.4. CROSS-COLLATERALIZATION. Borrower expressly agrees that all
         Collateral secures the repayment of all Loan Obligations. Any property
         of Borrower in which Bank has a Lien to secure the repayment of any of
         the Loan Obligations are deemed to secure the repayment of each of the
         other Loan Obligations, whether or not the Loan Documents giving rise
         to such Lien so provides and whether or not such Loan Document was
         executed before, simultaneously with, or after the incurrence of such
         Loan Obligation. At the request of Bank, Borrower agrees to execute and
         deliver to Bank, or cause to be executed and delivered to Bank, such
         documents and agreements (including without limitation amendments to
         existing Loan Documents), and shall take or cause to be taken such
         actions as Bank deems reasonably necessary to carry out the intent of
         this Section.

5.       CONDITIONS OF LENDING.

         5.1. CONDITIONS TO OVERADVANCE TERM LOAN AND INITIAL BORROWING. As
         conditions precedent to Bank's obligation to make the Overadvance Term
         Loan and to fund the Revolving Loan on the Closing Date, Borrower shall
         comply with the following:

                  5.1.1. CERTAIN DOCUMENTS. Borrower shall furnish or cause to
                  be furnished to Bank the following, all in form and substance
                  satisfactory to Bank:

                           5.1.1.1. SECOND AMENDED AND RESTATED LOAN AGREEMENT.
                           This Agreement, duly executed by Borrower.

                                       10
<PAGE>   12

                           5.1.1.2. NEW NOTES. The Revolving Note and the
                           Overadvance Term Note, duly executed by Borrower.

                           5.1.1.3. STOCK PLEDGE AGREEMENT. The Stock Pledge
                           Agreement, duly executed by Hotelworks, together with
                           original stock certificates representing all of the
                           issued and outstanding capital stock of Borrower
                           owned by Hotelworks and stock powers executed in
                           blank.

                           5.1.1.4. GOOD STANDING CERTIFICATES. Certificates of
                           good standing of Borrower in its states of
                           incorporation and qualification, issued by the
                           Secretary of State of such states.

                           5.1.1.5. SECRETARY'S CERTIFICATE. A Certificate of
                           the Secretary or Assistant Secretary of Borrower
                           certifying (i) the copies of Borrower's articles or
                           certificate of incorporation and bylaws furnished to
                           Bank as accurate, complete and containing all
                           amendments thereto as of the date of this Agreement,
                           (ii) the resolutions adopted by the Board of
                           Directors of Borrower authorizing the execution,
                           delivery and performance of the Loan Documents, and
                           the making of the Overadvance Term Loan and the
                           initial Borrowing under the Revolving Loan and the
                           Borrowings by Borrower under this Agreement, and
                           (iii) the names, titles, incumbency and true
                           signatures of the corporate officers who are
                           authorized to sign the Loan Documents.

                           5.1.1.6. CONSENTS; LICENSES; APPROVALS. Copies of all
                           consents, licenses and approvals, if any, obtained by
                           Borrower in connection with the execution, delivery,
                           performance, validity and enforceability of the Loan
                           Documents; and all such consents, licenses and
                           approvals received by Bank pursuant to this Section
                           shall be in full force and effect.

                           5.1.1.7. UCC FINANCING STATEMENTS. UCC financing
                           statements, duly executed by Hotelworks which
                           identify the stock being pledged by Hotelworks to
                           Bank pursuant to the Stock Pledge Agreement.

                           5.1.1.8. LEGAL OPINION. An opinion of Borrower's
                           counsel, duly executed by Borrower's counsel.

                           5.1.1.9. NOTICE OF BORROWING. A Notice of Borrowing
                           as required by Section 1.5.1.

                           5.1.1.10. OTHER. Such other certificates, approvals,
                           opinions or documents as Bank or its counsel may
                           reasonably request.

                  5.1.2.   OTHER MATTERS.

                           5.1.2.1. FINANCIAL STATEMENTS. Borrower shall have
                           delivered the Initial Financial Statements.

                           5.1.2.2. NO DEFAULT. No Default or Event of Default
                           will occur as a result of the Overadvance Term Loan
                           or the initial Borrowing under the Revolving Loan or
                           the application of the proceeds thereof.

                                       11
<PAGE>   13

                           5.1.2.3. REPRESENTATIONS AND WARRANTIES. The
                           representations and warranties contained in the Loan
                           Documents shall be true and correct.

                           5.1.2.4. MATERIAL ADVERSE CHANGE. There shall not
                           have been any material adverse change in Borrower's
                           business, operations, revenues, financial condition
                           or property since the date of the most recent
                           Financial Statements delivered to Bank before the
                           Closing Date, except as disclosed on the Disclosure
                           Schedule.

                           5.1.2.5. NO LEGAL RESTRAINTS. There shall be (i) no
                           litigation, investigation or other proceeding, by or
                           before any court, arbitrator or governmental
                           authority, with respect to any of the Loan Documents
                           or any of the transactions contemplated thereby,
                           pending or threatened against Borrower or any of its
                           property, excluding any litigation, investigation or
                           other proceeding initiated by Bank, and (ii) no
                           injunction, writ, temporary restraining order or any
                           order of any nature issued by any court or other
                           governmental authority which purports to restrain or
                           enjoin the making of the Term Loan, the making of any
                           Borrowing or the consummation of any other
                           transaction contemplated by any of the Loan
                           Documents.

                           5.1.2.6. ADDITIONAL MATTERS. All other documents and
                           matters in connection with the transactions
                           contemplated by the Loan Documents shall be in form
                           and substance reasonably satisfactory to Bank.

5.2. CONDITIONS TO SUBSEQUENT BORROWINGS. The obligation of Bank to make any
subsequent advances under the Revolving Loan shall be subject to the prior or
concurrent fulfillment of each of the following additional conditions precedent,
all in a manner reasonably satisfactory to Bank:

         5.2.1. DEFAULT. No Default or Event of Default shall have occurred and
         be continuing which has not been cured or waived or will occur as a
         result of the Borrowing or the application of the proceeds thereof.

         5.2.2. NO LEGAL RESTRAINTS. There shall be (i) no litigation,
         investigation or other proceeding, by or before any court, arbitrator
         or governmental authority, with respect to any of the Loan Documents or
         any of the transactions contemplated thereby, pending or threatened
         against Borrower or any of its property and (ii) no injunction, writ,
         temporary restraining order or any order of any nature issued by any
         court or other governmental authority which purports to restrain or
         enjoin the making of the Loans or any Borrowing or the consummation of
         any other transaction contemplated by the Loan Documents.

6.       REPRESENTATIONS AND WARRANTIES.

         Except as otherwise set forth in the Disclosure Schedule (the
"Disclosure Schedule") executed by Borrower and Bank of even date herewith,
Borrower represents and warrants to Bank as follows:

         6.1. BORROWER ORGANIZATION AND EXISTENCE. Borrower is a corporation
         duly organized and existing in good standing under the laws of the
         state of its incorporation; is duly qualified to do business and is in
         good standing in every state where the nature or extent of its business
         or properties require it to be qualified to do business as a foreign
         corporation and where the failure to be so qualified would have a
         Material Adverse Effect; and has the corporate power and authority to
         own its properties and carry on its business as now being conducted.

                                       12
<PAGE>   14

         6.2. CORPORATE AUTHORIZATION. Borrower is duly authorized to execute,
         deliver, and perform its obligations under each of the Loan Documents
         to which Borrower is a party, and Borrower is duly authorized to borrow
         hereunder; each of the Loan Documents have been properly authorized by
         all requisite corporate action of Borrower and its shareholders.

         6.3. DUE EXECUTION. Each of the Loan Documents to which Borrower is a
         party has been duly executed and delivered on behalf of Borrower.

         6.4. CONSENTS; PERMITS; LICENSES. To the knowledge of Borrower, no
         consent of any other Person and no consent, permit, license, approval
         or authorization of, or registration, declaration or filing with or
         notice to, any governmental authority is required in connection with
         the execution, delivery or performance by Borrower, or the validity or
         enforceability against Borrower, of any of the Loan Documents.

         6.5. LEGAL RESTRAINT. To the knowledge of Borrower, neither the Loan
         Documents nor the performance by Borrower of its obligations thereunder
         (a) violates any provision of any law, rule or regulation or of any
         order, judgment, award or decree of any court, arbitrator or
         governmental authority to which Borrower is subject, the articles or
         certificate of incorporation or bylaws of Borrower, or any security
         issued by Borrower or any Material Agreement, or (b) results in the
         creation or imposition of any Lien upon which or with respect to
         Borrower's properties, except as contemplated by this Agreement.

         6.6. ENFORCEABILITY OF LOAN OBLIGATIONS. Each of the Loan Documents to
         which Borrower is a party constitutes the legal, valid and binding
         obligation of Borrower, enforceable against Borrower in accordance with
         its terms, except to the extent that the enforceability thereof against
         Borrower may be limited by bankruptcy, insolvency, reorganization,
         moratorium or similar laws affecting the enforceability of creditors'
         rights generally or by equitable principles of general application
         (whether considered in an action at law or in equity).

         6.7. LITIGATION AND PROCEEDINGS. Except as disclosed on Schedule 6.8,
         there is no pending or, to the best of Borrower's knowledge, threatened
         action, suit, investigation or proceeding affecting Borrower before any
         court, arbitrator, or governmental authority (including but not limited
         to the DOL (ERISA) or the EPA) which, if adversely determined, would
         have a Material Adverse Effect. Borrower is not in default under any
         applicable statute, rule, order, decree or regulation of any court,
         arbitrator or governmental authority having jurisdiction over Borrower
         where such default would result in a Material Adverse Effect or would
         materially and adversely affect the ability of Borrower to perform the
         Loan Obligations.

         6.8. OTHER NAMES. During the past five years, Borrower has not used any
         corporate or fictitious name other than "Professional Installers,"
         "Professional Installers, Inc.," "Bekins Installers," "BDS Logistics,"
         "BDS," "Bekins Distribution Services," "BDS Professional Installers,
         Inc.," "BDS Acquisition Company, Inc.," and the name for Borrower at
         the beginning of this Agreement, which is the same as the name shown on
         Borrower's certificate or articles of incorporation through the date of
         filing of the last amendment thereto. Borrower is not affiliated in any
         way, and has never been affiliated in any way with, nor have any of
         Borrower's assets been owned by, "Professional Installers Inc." or
         "Professional Installers, Inc." located at 1178 Dunston Drive, St.
         Louis, Missouri, or located at 11710 Administration Drive, St. Louis,
         Missouri, or with any entity called B.D.& S, Inc., or with any
         affiliate or subsidiary of any of the foregoing.

         6.9. FINANCIAL STATEMENTS. All Financial Statements furnished to Bank
         by Borrower pursuant to Section 7.6.1 and 7.6.3, are complete and
         correct in all material respects, have been prepared in accordance with
         GAAP (except that interim statements are subject to year-end

                                       13
<PAGE>   15

         adjustments and do not have footnotes), and fairly present in all
         material respects the financial condition and results of the operations
         of Borrower as of the dates and for the periods stated therein.

         6.10. NO CHANGE IN CONDITION. There has been no material adverse change
         in the business, operations, property or financial condition of
         Borrower since the date of the most recent Financial Statements of
         Borrower furnished to Bank hereunder.

         6.11. NO DEFAULT. After this Agreement has become effective, Borrower
         is not in default in any material respect in the payment or performance
         of any obligations for monies borrowed or under any Material Agreement.

         6.12. COMPLIANCE WITH LAWS. Borrower is in compliance, in all material
         respects, with all laws, rules and regulations applicable to it, the
         violation of which could reasonably be expected to have a Material
         Adverse Effect.

         6.13. INVESTMENT. Borrower has no Investment in another Person except
         Permitted Investments or Investments reflected in the most recent
         Financial Statements delivered to Bank.

         6.14. INDEBTEDNESS. Borrower has no Indebtedness except existing
         Permitted Indebtedness or Indebtedness reflected in the most recent
         Financial Statements delivered to Bank.

         6.15. LEASES. Borrower has no interest under any leases real property
         leases that have lease terms of more than one year and require annual
         payments in amounts of more than $100,000, other than (i) the lease for
         the Kissimmee Leasehold, (ii) the lease between Borrower and Lowrie
         Brown Investment Co. in Orlando, Florida, and (iii) lease contracts
         described in the Disclosure Schedule.

         6.16. OUTSTANDING GUARANTIES. Borrower has no guaranties of
         Indebtedness outstanding.

         6.17. TAX LIABILITIES; GOVERNMENTAL CHARGES. No tax Liens have been
         filed and, to the knowledge of Borrower, no material claims are being
         asserted with respect to any such taxes, assessments, fees or other
         governmental charges.

         6.18. TITLE TO PROPERTY; STATE OF COLLATERAL. Except for Permitted
         Liens, Borrower has good and indefeasible title to all personal
         property purported to be owned by it and reflected in its Financial
         Statements furnished to Bank. The Collateral is subject to no Lien
         except the existing Permitted Liens. Each tangible item of Personal
         Property Collateral that is material to the business of Borrower is,
         except for normal wear and tear, in good operating condition and repair
         and is suitable for the use to which it is customarily put by its
         owner.

         6.19. INTELLECTUAL PROPERTY RIGHTS. (i) Borrower owns all right, title
         and interest in, under and to the Intellectual Property, subject to no
         licenses or any interest therein or other agreements relating thereto;
         (ii) no Intellectual Property or grant of license by or to Borrower is
         subject to any pending or, to the best of Borrower's knowledge,
         threatened challenge; and (iii) there are no claims or demands of any
         Person pertaining to, or any proceedings which are pending or, to the
         best of Borrower's knowledge, threatened, which challenge Borrower's
         rights in respect of any proprietary or confidential information or
         trade secrets that are material to the conduct of Borrower's business.

         6.20. CHIEF PLACE OF BUSINESS; LOCATIONS OF COLLATERAL. As of the date
         hereof, the chief executive office and the principal places of business
         of Borrower are located at the places listed

                                       14
<PAGE>   16

         and so identified on Exhibit 6.20. As of the date hereof, the books and
         records of Borrower, and all of the Borrower's chattel paper and all
         records of Accounts, are located at the places listed and so identified
         on Exhibit 6.20. As of the date hereof, all of the Collateral (except
         for Inventory which is in transit, or job-site equipment which has been
         expensed by Borrower on Borrower's books) is located at the places
         listed and so identified on Exhibit 6.20. There is no office or place
         of business at which Borrower conducts business except those identified
         as its chief executive office, its principal places of business, and
         the places where its books and records pertaining to Accounts and
         chattel paper are kept as so identified on Exhibit 6.20.

         6.21. NEGATIVE PLEDGES. Borrower is not a party to or bound by any
         agreement, indenture, or other instrument which prohibits the creation,
         incurrence or sufferance to exist of any Lien upon or other conveyance
         of the Collateral, except as permitted under this Agreement.

         6.22. MARGIN STOCK. Borrower is not engaged and will not engage,
         principally or as one of its important activities, in the business of
         extending credit for the purpose of "purchasing" or "carrying" "margin
         stock" (within the meaning of Regulation U issued by the Board), and no
         part of the proceeds of any Loan hereunder 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.

         6.23. INVESTMENT COMPANY ACT, ETC. Borrower is not an "investment
         company" registered or required to be registered under the Investment
         Company Act of 1940, as amended, or, a company "controlled" (within the
         meaning of such Investment Company Act) by such an "investment
         company". Borrower is not subject to regulation under the Public
         Utility Holding Company Act of 1935, the Federal Power Act, the
         Interstate Commerce Act or to any other federal or state statute or
         regulation limiting its ability to incur Indebtedness for money
         borrowed.

         6.24. NO SUBSIDIARIES. Borrower has no Subsidiaries.

         6.25. LOCK BOXES. Borrower has no lock box other than those allowed or
         required hereunder.

         6.26. SHAREHOLDER NOTIFICATION. Hotelworks has been notified that
         Borrower is executing this Agreement and the other Loan Documents and
         that Borrower is entering into the transactions contemplated by this
         Agreement and the other Loan Documents.

         6.27. OWNERSHIP OF SHARES. Hotelworks owns 100% of the issued and
         outstanding capital stock of Borrower. There are no outstanding
         warrants, options, subscriptions or other contractual arrangements for
         the purchase of any other shares of stock or any securities convertible
         into shares of stock of Borrower other than Warrants which Borrower is
         permitted to issue hereunder.

7.       AFFIRMATIVE COVENANTS.

         Borrower covenants and agrees that, so long as any of the Commitments
remain in effect or any Loan Obligation is owing to Bank by Borrower, Borrower
shall do, or cause to be done, the following (and, if, at any time after the
date of this Agreement, Borrower has any Subsidiaries permitted by this
Agreement, Borrower shall cause each of its Subsidiaries to do with respect to
that Subsidiary all of the following as though the Subsidiary were the
Borrower):

         7.1. USE OF PROCEEDS. The proceeds of the Overadvance Term Loan and the
         Revolving Loans shall be used to pay a dividend to Hotelworks and to
         satisfy intercompany indebtedness owed to Hotelworks in the amount of
         $6,800,000 as of September 1, 2000, and to the extent of any excess, to
         provide working capital and for payment of expenses incurred in
         connection with this transaction.

                                       15
<PAGE>   17

         7.2. CORPORATE EXISTENCE. Borrower shall maintain in good standing its
         corporate existence and its right to transact business in those states
         in which it is now or hereafter doing business to the extent that the
         failure to do so would have a Material Adverse Effect.

         7.3. MAINTENANCE OF PROPERTY AND LEASES. Borrower shall maintain all
         buildings, equipment, machinery, fixtures and other property necessary
         for the operation of its business in a manner consistent with
         Borrower's usual past practices; Borrower shall maintain all leases of
         real or personal property in good standing, free of any defaults
         thereunder which could reasonably be expected to have a Material
         Adverse Effect; and Borrower shall obtain and maintain all licenses,
         permits and registrations which are material and necessary to the
         conduct of its operations.

         7.4. INSURANCE. Borrower shall at all times keep insured or cause to be
         kept insured all property owned by it and all of the Collateral of a
         character usually insured by others carrying on businesses similar to
         that of Borrower in such manner and to such extent as such properties
         are usually insured. Borrower shall at all times carry insurance
         against liability on account of damage to persons or property
         (including product liability insurance and insurance required under all
         applicable workmen's compensation laws) and covering all other
         liabilities common to Borrower's business, in such manner and to such
         extent as such coverage is usually carried by others conducting
         businesses similar to that of Borrower. All policies of liability
         insurance maintained hereunder shall name Bank as an additional
         insured; all fire and casualty policies of insurance maintained
         hereunder shall reflect Bank's interest therein as mortgagee. All
         policies of insurance maintained hereunder shall contain a clause
         providing that such policies may not be canceled without thirty (30)
         days prior written notice to Bank (provided, however, that Borrower may
         cancel its insurance in effect as of the date hereof without thirty
         (30) days prior written notice to Bank so long as Borrower
         simultaneously establishes comparable insurance coverage which meets
         the requirements of this Section). Borrower shall upon request of Bank
         at any time furnish updated certificates (in the form required as a
         condition to Bank's lending hereunder) for such insurance to Bank.

         7.5. COMPLIANCE WITH LAWS. Borrower shall so conduct its operations as
         to be in compliance in all material respects with all laws and
         government rules and regulations applicable to Borrower, including
         those relating to environmental, pension benefits, employment, and
         health and safety protection, the violation of which could reasonably
         be expected to have a Material Adverse Effect; and within five (5) days
         of Borrower's receipt of written notice of any such violation, Borrower
         shall provide Bank with notice thereof.

         7.6. FINANCIAL INFORMATION. Borrower shall maintain, for itself and any
         Subsidiary of Borrower, a system of accounting established and
         administered in accordance with GAAP, and shall furnish to Bank:

                  7.6.1. Within one hundred twenty (120) days after the close of
                  each fiscal year of Borrower, commencing with fiscal year
                  2000, Financial Statements for Borrower audited by an
                  accounting firm reasonably acceptable to Bank (Bank agrees
                  that BDO Seidman is acceptable).

                  7.6.2. Within 45 days after the close of each fiscal year of
                  Borrower, a budget and financial projections for the
                  succeeding fiscal year.

                  7.6.3. Within thirty (30) days after the close of each
                  calendar month in each fiscal year of Borrower, unaudited
                  Financial Statements for Borrower, in each case certified as
                  accurate, subject to normal year-end adjustments, by a
                  Responsible Officer of Borrower.

                                       16
<PAGE>   18

                  7.6.4. Not later than 15 Business Days after the end of each
                  calendar month, Borrower shall deliver to Bank, duly completed
                  and signed by a Responsible Officer, a borrowing base
                  certificate (the "Borrowing Base Certificate") in
                  substantially the form of Exhibit 7.6.4. The Borrowing Base
                  Certificate shall be updated monthly with respect to Accounts.
                  Borrower shall also deliver, not later than 15 Business Days
                  after the end of such calendar month, an aged trial balance of
                  Accounts (by invoice date) indicating which Accounts have not
                  been paid for periods of up to 30, 60, 90 and more than 90
                  days from the date of invoice. Borrower shall provide such
                  additional information as Bank may reasonably require with
                  respect to determination of the Borrowing Base.

7.7. OTHER INFORMATION. Borrower shall promptly deliver written notice to Bank
of: (i) any change in Borrower's name, (ii) any change of Borrower's principal
place of business or chief executive office in any State in which it conducts
its business, (iii) any additional State(s) in which Borrower is required to
qualify to do business, not otherwise disclosed in this Agreement as of the
Execution Date, and (iv) any additional trade names or styles under which
Borrower will create Accounts, or to which instruments in payment of Accounts
may be made payable, not otherwise disclosed in the Disclosure Schedule attached
hereto.

7.8.     RECORDKEEPING; RIGHTS OF INSPECTION.

         7.8.1. ACCOUNT RECORDS. Borrower shall at all times hereafter maintain
         a record of Accounts at its principal place of business, keeping
         records that are correct and accurate in all material respects
         itemizing and describing the names and addresses of Account Debtors,
         relevant invoice numbers, shipping dates and due dates, collection
         histories, and Accounts agings, all of which records shall be available
         for inspection and making copies or abstracts thereof during Borrower's
         usual business hours upon the prior written request of any of Bank's
         authorized officers, employees or agents, and as long as such
         inspection does not interfere in any material respect with the normal
         business operations of Borrower. Borrower shall cooperate with Bank and
         its authorized agents during such inspection of the Accounts and the
         records with respect thereto.

         7.8.2. RECORDS IN GENERAL; AUDITS. In addition to and not as a
         limitation of the foregoing, Borrower shall (i) keep proper books of
         record and account in which full, true and correct entries, in
         conformity with GAAP, are made of all dealings and transactions in
         relation to its property, businesses and activities; (ii) when
         circumstances deem it reasonable to conduct such review, permit Persons
         authorized by Bank to visit and inspect its property, to inspect its
         books of record and account and to make photocopies and abstracts
         thereof, to review its accounts and to discuss the affairs, finances
         and accounts of Borrower with its officers and independent public
         accountants, during normal business hours and upon prior written notice
         to Borrower; and (iii) permit Bank, upon prior written notice to
         Borrower and during Borrower's usual business hours, to perform audits
         of such books and records of account and pay all costs of such audits,
         including Bank's actual out-of-pocket expenses for each audit;
         provided, however, that with respect to performing audits while there
         is no Default or Event of Default which is continuing, (a) the
         aggregate amount of such costs and expenses shall not exceed the
         aggregate amount of $5,000 for any fiscal year of Borrower, (b) there
         shall be no more than two audits conducted in any one fiscal year of
         Borrower, and (c) such audits shall not interfere in any material
         respect with the normal business operations of Borrower.

                                       17
<PAGE>   19

7.9.     MAINTENANCE OF LIENS OF SECURITY DOCUMENTS.

         7.9.1. PRESERVATION AND PERFECTION OF LIENS. Borrower shall promptly,
         upon the reasonable request of Bank and at Borrower's expense, execute,
         acknowledge and deliver, or cause the execution, acknowledgment and
         delivery of, and thereafter register, file or record in an appropriate
         governmental office, any document or instrument supplemental to or
         confirmatory of the Security Documents or otherwise reasonably
         necessary or desirable for the creation, preservation and/or perfection
         of the Liens purported to be created by the Security Documents and to
         fully consummate the transactions contemplated by the Loan Documents or
         to adequately secure the Loans.

         7.9.2. COMPLIANCE WITH TERMS OF SECURITY DOCUMENTS. Borrower shall
         faithfully observe and comply with all of the material terms,
         conditions and covenants contained in the Security Documents.

         7.9.3. FURTHER ASSURANCES. Borrower shall execute and deliver, or cause
         to be executed and delivered, to Bank such documents and agreements,
         and shall take or cause to be taken such actions, as Bank may from time
         to time reasonably request to carry out the terms and conditions of
         this Agreement and the other Loan Documents.

8.       NEGATIVE COVENANTS.

         Borrower covenants and agrees that, so long as any of the Commitments
remain in effect or any Loan Obligation is owing to Bank by Borrower, Borrower
will not, directly or indirectly, without the prior written permission of Bank
(and, if at any time after the date of this Agreement Borrower has any
Subsidiaries permitted by this Agreement, the same shall apply to Borrower and
its Subsidiaries collectively as if they, when taken together, constituted the
Borrower):

         8.1. LIENS. Create, incur, assume or allow to exist any Lien upon all
         or any part of its property, real or personal, now owned or hereafter
         acquired, except the following (the "Permitted Liens"):

                  8.1.1. Liens for taxes, assessments or governmental charges
                  that (a) are not delinquent or being contested in good faith
                  and by appropriate proceedings and for which adequate reserves
                  in accordance with GAAP are maintained on Borrower's books, or
                  (b) for which the amount in controversy does not exceed
                  $25,000.

                  8.1.2. Liens arising out of deposits in connection with
                  workmen's compensation, unemployment insurance, old age
                  pensions, or other social security or retirement benefits
                  legislation.

                  8.1.3. Deposits or pledges to secure bids, tenders, contracts
                  (other than contracts for the payment of money), leases,
                  statutory obligations, surety and appeal bonds, and other
                  obligations of like nature arising in the ordinary course of
                  business.

                  8.1.4. Liens imposed by law, such as mechanics', workmen's,
                  materialmen's, landlords', carriers', or other like Liens
                  arising in the ordinary course of business which secure
                  payment of obligations which are being contested in good faith
                  by appropriate proceedings and for which adequate reserves in
                  accordance with GAAP are maintained on Borrower's books,
                  provided, that, the requirement to contest such Liens shall
                  not apply to Liens that have been in existence for fewer than
                  60 days.

                                       18
<PAGE>   20

                  8.1.5. Liens existing on the Closing Date described in the
                  Disclosure Schedule.

                  8.1.6. Purchase money security interests or Liens securing
                  leases that are treated as capital lease obligations on the
                  Borrower's Financial Statements of $100,000 or less in
                  connection with any one purchase or capital lease by Borrower,
                  provided, that, the aggregate amount at any one time shall not
                  exceed $350,000.

                  8.1.7. Encumbrances in the nature of zoning, restrictions,
                  easements and restrictions of record on the use of real
                  property, which in each case do not materially detract from
                  the value of the encumbered property.

                  8.1.8. Landlords' and lessors' liens on rented premises and
                  restrictions on transfers or assignments of leases.

                  8.1.9. Liens granted to Bank under the terms of the Loan
                  Documents.

         8.2. PLEDGES AND GUARANTIES. Except to the extent the same would
         constitute a Permitted Lien or Permitted Indebtedness, pledge, assign,
         or encumber any of its notes, accounts receivable or inventories, nor
         discount or sell any of its notes or accounts receivable, nor become
         liable as guarantor, surety, or endorser for or on any Indebtedness,
         contract, or undertaking of any Person.

         8.3. DISPOSITION OF ASSETS. Sell or otherwise transfer all or a
         substantial part of its real estate, buildings, machinery, furniture,
         equipment, Intellectual Property, or other property now owned or
         hereafter acquired, except that Borrower may sell assets (including but
         not limited to the Kissimmee Leasehold) provided Borrower makes a
         prepayment, if required, of the Property Sale Proceeds and the
         Kissimmee Leasehold Sales Proceeds, as the case may be, as required by
         Section 1.9.2.1.

         8.4. MERGER; LOANS AND INVESTMENTS. Merge or consolidate, unless
         Borrower is the surviving entity, or acquire a substantial interest in
         any company or business, or make any Investment in or advances to any
         Person other than the Permitted Investments.

         8.5. INDEBTEDNESS. Create, incur, assume or allow to exist any other
         Indebtedness of any kind or description, borrow money, or otherwise
         become indebted, except the following (the "Permitted Indebtedness"):

                  8.5.1. To trade creditors in the normal course of business.

                  8.5.2. To Bank.

                  8.5.3. Indebtedness secured by Permitted Liens.

                  8.5.4. Indebtedness existing as of the date hereof (and
                  renewals, financings, replacements or extensions of such
                  Indebtedness).

                  8.5.5. Intercompany Indebtedness for amounts allocated to
                  Borrower by its parent for taxes, insurance, audit expenses
                  and other similar obligations to the extent reasonably
                  necessary for consolidated tax planning and working capital
                  management.

                  8.5.6. Indebtedness arising from judgments that do not cause
                  an Event of Default.

         8.6. DIVIDENDS; FEES. Make, at any time, any payment with respect to
         its stock (preferred or common), including any cash dividend or
         acquisition or redemption of any outstanding stock or

                                       19
<PAGE>   21

         retirement or prepayment of any securities before their regularly
         scheduled maturity dates, or make, at any time, any loan, advance,
         distribution, or other payment (including without limitation management
         fees) to a shareholder for any reason, other than dividends to
         Borrower's parent to satisfy Permitted Indebtedness under Section
         8.5.5.

         8.7. ISSUANCE OF SECURITIES. Issue any capital stock, create any new
         class of stock, or issue any other securities (including options or
         warrants) except (i) the Warrants, provided the Warrants, upon
         exercise, will not represent more than 20% of the outstanding capital
         stock of Borrower, and the Warrants are issued only to management of
         Borrower, and (ii) Borrower may issue securities provided Borrower
         makes a prepayment as required by Section 1.9. Additionally, capital
         stock can be issued in connection with the exercise of the Warrants so
         long as such issued stock is pledged to Bank by the holders thereof
         pursuant to documents in form and substance satisfactory to Bank and
         the certificates representing such issued stock are delivered to Bank
         along with stock powers duly executed in blank.

         8.8. TRANSACTIONS WITH AFFILIATES. Enter into or be a party to any
         transaction or arrangement, including without limitation, the purchase,
         sale or exchange of property of any kind or the rendering of any
         service, with any Affiliate, other than in the ordinary course of
         business and pursuant to the reasonable requirements of Borrower's
         business and on fair and reasonable terms substantially as favorable to
         Borrower as those which it could obtain in a comparable arm's-length
         transaction with a non-Affiliate; provided, that, this section shall
         not apply to payment terms extended to Affiliates for services provided
         by Borrower.

         8.9. BAILMENT; WAREHOUSING; CONSIGNMENT. Store any Inventory with a
         bailee, warehouseman, consignee or similar third party without Bank's
         prior written consent and unless Bank shall have received warehouse
         receipts or bailee letters satisfactory to Bank prior to the
         commencement of such storage; provided, however, that Borrower shall
         not be required to obtain Bank's prior written consent or provide Bank
         with warehouse receipts or bailee letters with respect to Inventory
         which consists of furnishings and similar property received by Borrower
         as payment in-kind with an aggregate value not exceeding $100,000.

         8.10. SUBSIDIARIES. Acquire, create or have any Subsidiaries other than
         those listed on the Disclosure Schedule or included in Permitted
         Investments.

         8.11. PROTECTION OF COLLATERAL. Allow Borrower's rights in the
         Collateral to be affected by attachment, levy, garnishment, or other
         judicial process remaining unpaid, unstayed on appeal, undischarged,
         unbonded or undismissed for more than thirty (30) days and Borrower
         will defend the Collateral from and against the claims and demands of
         all Persons, whenever made.

         8.12. LOCK BOXES. Maintain any lock box or depository accounts other
         than those allowed or required under this Agreement.

         8.13. FISCAL YEAR. Change its fiscal year from a fiscal year ending on
         the last day of December.

9.       EVENTS OF DEFAULT.

         9.1. EVENTS OF DEFAULT. Any one or more of the following shall
         constitute an event of default (an "Event of Default") under this
         Agreement:

                                       20
<PAGE>   22

                  9.1.1. PAYMENT. Nonpayment of any of the Loan Obligations or
                  any fee or other amount payable hereunder which is not paid
                  within five days of the date when due and payable, whether at
                  maturity or otherwise.

                  9.1.2. REPRESENTATIONS OR WARRANTIES. Any representation or
                  warranty made by Borrower in any of the Loan Documents is
                  discovered at any time to have been false in any material
                  respect as of the date hereof.

                  9.1.3. COVENANTS OR AGREEMENTS. Breach by Borrower (other than
                  a breach which constitutes an Event of Default under Sections
                  9.1.1 or 9.1.2) of any terms, covenants, or provisions of this
                  Agreement or any of the other Loan Documents which is not
                  remedied or waived within thirty (30) days after the
                  occurrence of such breach.

                  9.1.4. ACCELERATION OF OTHER INDEBTEDNESS. Any obligation of
                  Borrower (other than Borrower's obligations hereunder) for the
                  payment of borrowed money in excess of $100,000 is declared to
                  be due and payable or required to be prepaid (other than by a
                  regularly scheduled prepayment) prior to the expressed
                  maturity thereof, and such obligation remains unpaid for five
                  days.

                  9.1.5. SECURITY DOCUMENTS. Other than as a result of any
                  action or omission by Bank, any Security Document ceases to be
                  in full force and effect or any Lien on any of the Collateral
                  purported to be created by any Security Document ceases to be
                  or is not a valid and perfected first priority Lien to the
                  extent contemplated hereby or thereby.

                  9.1.6. BANKRUPTCY; INSOLVENCY; ETC. Borrower (i) fails to pay,
                  or admits in writing its inability to pay, its debts as they
                  become due, or otherwise becomes insolvent (however
                  evidenced); (ii) makes an assignment for the benefit of
                  creditors; (iii) files a petition in bankruptcy, is
                  adjudicated insolvent or bankrupt, petitions or applies to any
                  tribunal for any receiver or any trustee of Borrower or any
                  substantial part of its property; (iv) commences any
                  proceeding relating to Borrower under any reorganization,
                  arrangement, readjustment of debt, dissolution or liquidation
                  law or statute of any jurisdiction, whether now or hereafter
                  in effect; (v) if there is commenced against Borrower any such
                  proceeding which remains undismissed for a period of sixty
                  (60) days, or Borrower by any act indicates its consent to,
                  approval of, or acquiescence in any such proceeding or the
                  appointment of any receiver of or any trustee for Borrower or
                  of any substantial part of its property, or allows any such
                  receivership or trusteeship to continue undischarged for a
                  period of sixty (60) days; or (vi) Borrower shall take any
                  corporate action to authorize any of the foregoing.

                  9.1.7. JUDGMENTS; ATTACHMENT; ETC. Any one or more judgments
                  or orders against Borrower or any attachment or other levy
                  against the property of Borrower with respect to a claim or
                  claims, involving in the aggregate a liability (not paid or
                  fully covered by insurance, less the amount of commercially
                  reasonable deductibles) in excess of $100,000, remains unpaid,
                  unstayed on appeal, undischarged, unbonded, or undismissed for
                  a period of sixty (60) days.

                  9.1.8. LIQUIDATION OR DISSOLUTION OF BORROWER. Borrower is
                  liquidated or dissolved.

                  9.1.9. DISPOSAL OF COLLATERAL. Borrower disposes of any of the
                  Collateral in a manner other than contemplated elsewhere in
                  this Agreement.

                                       21
<PAGE>   23

                  9.1.10. LOSS OF COLLATERAL. Uninsured loss, theft, damage or
                  destruction to or of any of the Collateral (other than
                  Accounts) which would have a Material Adverse Effect.

                  9.1.11. DELIVERY OF FINANCIAL STATEMENTS AND REPORTS. Breach
                  by Borrower of any of the requirements of Section 7.6 with
                  respect to delivery of Financial Statements and Borrowing Base
                  Certificates, which breach is not remedied or waived within
                  five (5) Business Days.

                  9.1.12. SEIZURE OF ASSETS. All or a substantial part of the
                  property of Borrower is nationalized, expropriated or
                  condemned, seized or otherwise appropriated, or custody or
                  control of such property of Borrower shall be assumed by any
                  governmental authority or any court of competent jurisdiction
                  at the instance of any governmental authority, except where
                  contested in good faith by proper proceedings diligently
                  pursued where a stay of enforcement is in effect.

                  9.1.13. STOCK PLEDGE AGREEMENT. A change occurs in the
                  ownership structure of Borrower which would cause Hotelworks
                  or the holders of the Warrants, upon liquidation of Borrower,
                  to be entitled to receive less than 100% of the net assets of
                  Borrower, after satisfaction of claims of creditors under
                  applicable law; provided, however, that no Event of Default
                  will result from such a change in ownership structure which
                  occurs as part of a transaction which results in the payment
                  in full of all of the Loan Obligations of Borrower immediately
                  upon consummation thereof.

         9.2.     CROSS-DEFAULT; CROSS-COLLATERALIZATION.

                  9.2.1. CROSS-DEFAULT. It is agreed by Borrower that any Event
                  of Default under this Agreement will constitute an event of
                  default under all of the Loan Documents and all other
                  agreements and evidences of Indebtedness under any of the
                  other Loan Obligations, whether or not such is an event of
                  default specified therein.

                  9.2.2. CROSS-COLLATERALIZATION. Borrower agrees that upon any
                  Event of Default, the proceeds of any property or Collateral
                  of Borrower in the possession of Bank or in which Bank has a
                  security interest, whether or not such property or Collateral
                  is held as security for the Indebtedness under the Loan
                  Documents or any of the other Loan Obligations, and any funds
                  of Borrower on deposit with Bank, may be applied by Bank, at
                  its discretion, to the Indebtedness outstanding under any of
                  the Loan Obligations, at such times and in such order as Bank
                  may from time to time deem appropriate.

         9.3. RIGHTS AND REMEDIES IN THE EVENT OF DEFAULT. Upon any Event of
         Default, and at any time thereafter, unless and until such Event of
         Default has been waived in writing, Bank may:

                  9.3.1. TERMINATION OF COMMITMENTS. Upon an Event of Default
                  described in Section 9.1.6, the Commitments shall be deemed
                  canceled. Upon any other Event of Default, and at any time
                  thereafter, Bank may cancel the Commitments. Such cancellation
                  may be without demand or notice of any kind, which Borrower
                  expressly waives.

                  9.3.2. ACCELERATION. Declare all of the Indebtedness
                  outstanding under the Loan Documents immediately due and
                  payable without demand or notice of any kind, the same being
                  hereby expressly waived by Borrower and such Indebtedness
                  shall thereupon be and become immediately due and payable.

                                       22
<PAGE>   24


                  9.3.3. SECURED PARTY RIGHTS. Exercise any or all of the rights
                  of Bank under the applicable Security Documents and, in the
                  case of Personal Property Collateral to which the UCC applies,
                  Bank's rights as a secured party upon default by a debtor.

                  9.3.4. SALE OR OTHER DISPOSAL OF COLLATERAL. Sell or otherwise
                  dispose of the Collateral at public or private sale in a
                  commercially reasonable manner (which sale Bank may postpone
                  from time to time by announcement at the time and place of
                  sale stated in the notice of sale or by announcement at any
                  adjourned sale without being required to give a new notice of
                  sale) as Bank deems advisable, for cash or credit (provided,
                  however, that Bank may become the purchaser at any such sale
                  if permissible under applicable law and Bank may, in lieu of
                  actual payment of the purchase price, offset the amount
                  thereof against obligations owing to Bank) and Borrower agrees
                  that Bank has no obligation to preserve rights to the
                  Collateral against prior parties or to marshal any Collateral
                  for the benefit of any Person. Bank may apply the net proceeds
                  of such sale or other disposition, after deducting all costs
                  and expenses for custody, preservation and collection, sale
                  and delivery, to the payment of the Notes or of any or all
                  other Indebtedness of Borrower to Bank, returning the residue
                  to Borrower on demand.

                  9.3.5. USE OF INTELLECTUAL PROPERTIES. Use, without charge or
                  liability to Bank therefor, any of Borrower's Intellectual
                  Property, labels, licenses, certificates of authority,
                  advertising materials, or any of Borrower's other properties
                  or interests in properties of similar nature in advertising
                  for sale, selling or otherwise realizing upon any of the
                  Collateral securing the obligations of Borrower to Bank.

                  9.3.6. MISCELLANEOUS. Bank may exercise any other rights and
                  remedies available to Bank under the Loan Documents or
                  otherwise available to Bank at law or in equity.

                  9.3.7. APPLICATION OF FUNDS. Any funds received by Bank with
                  respect to the Loan Obligations after any acceleration,
                  including but not limited to proceeds of Collateral, shall be
                  applied, at Bank's discretion, as follows: (i) first, to
                  reimburse Bank for any amounts due to Bank under Sections
                  10.11, 10.12 and 10.16; (ii) second, to the payment of accrued
                  and unpaid fees due hereunder and all other amounts due
                  hereunder (other than the Loans and interest accrued thereon);
                  (iii) third, to the payment of interest accrued on the Loans;
                  (iv) fourth, to the payment of the Loans, in such order as
                  Bank determines in its absolute discretion; and (v) fifth, to
                  the payment of the other Loan Obligations. Any remaining
                  amounts shall be paid to Borrower or such other Persons as
                  shall be legally entitled thereto.

         9.4. BORROWER'S OBLIGATIONS. Upon the occurrence of an Event of
         Default, Borrower shall, if Bank so requests, assemble the Collateral
         and make it available to Bank at a place or places to be designated by
         Bank, reasonably convenient to Borrower, and Borrower shall upon demand
         by Bank assign to Bank all of Borrower's right, title and interest in
         and to all Intellectual Property of Borrower.

         9.5. NOTICE TO ACCOUNT DEBTORS. Bank may, without prior notice to
         Borrower, in its sole discretion, at any time or times from and after
         the occurrence of an Event of Default and during the continuance
         thereof, unless and until such Event of Default has been waived in
         writing by Bank, notify any or all Account Debtors that the Accounts
         have been assigned to Bank and that Bank has a security interest
         therein, and Bank may direct or Borrower, at Bank's request, shall
         direct, any or all Account Debtors to make all payments upon the
         Accounts directly to Bank. Bank shall furnish Borrower with a copy of
         any such notice issued by Bank.

                                       23
<PAGE>   25


         9.6. WAIVER. On the occurrence and during the continuance of an Event
         of Default, unless and until such Event of Default has been waived in
         writing by Bank, Borrower waives and releases any and all claims and
         causes of action which it may now or ever have against Bank as a result
         of any commercially reasonable possession, repossession, collection or
         sale by Bank of the Collateral, notwithstanding the effect of such
         possession, repossession, collection or sale upon Borrower's business;
         all rights of redemption from any such sale; and the benefit of all
         valuation, appraisal and exemption laws. If Bank seeks to take
         possession of any of the Collateral by replevin or other court process,
         Borrower hereby irrevocably waives any bonds, surety and security
         relating thereto required by any statute, court rule or otherwise as an
         incident to such possession and any demand for possession of the
         Collateral prior to the commencement of any suit or action to recover
         possession thereof.

         9.7. NOTICE. Any notice of a sale, lease, or other disposition of the
         Collateral or any other intended action required to be given by Bank,
         if delivered or mailed at least ten (10) business days prior to such
         proposed action, shall be effective and constitute reasonable and fair
         notice to Borrower of any such action under the UCC and for all other
         purposes.

         9.8. ENTRY UPON PREMISES AND ACCESS TO INFORMATION. Upon the
         acceleration of any of the obligations of Borrower hereunder, Bank
         shall have the right to (i) enter upon the premises of Borrower where
         the Collateral is located (or is believed to be located) without any
         obligation to pay rent to Borrower, or any other place or places where
         the Collateral is believed to be located and kept, (ii) render the
         Collateral usable or saleable, (iii) remove the Collateral therefrom to
         the premises of Bank or any agent of Bank for such time as Bank may
         desire in order effectively to collect or liquidate the Collateral;
         (iv) take possession of, and make copies and abstracts of, Borrower's
         original books and records, obtain access to Borrower's data processing
         equipment, computer hardware and software relating to the Collateral
         and use all of the foregoing and the information contained therein in
         any manner Bank deems appropriate; and (v) notify postal authorities to
         change the address for delivery of Borrower's mail to an address
         designed by Bank and to receive, open and dispose of all mail addressed
         to Borrower.

         9.9. RIGHT OF SET-OFF. Upon the occurrence and during the continuance
         of any Event of Default, unless and until such Event of Default has
         been waived in writing by Bank, Bank is hereby authorized at any time
         and from time to time, without notice to Borrower (any such notice
         being expressly waived by Borrower), to set off and apply any and all
         deposits (general or special, time or demand, provisional or final) at
         any time held, any other Indebtedness at any time owing by Bank to or
         for the credit or the account of Borrower, and any monies in an amount
         equal to the face amount of any instrument then deposited in or
         credited to the Lock Box or the Operating Account against any and all
         of the Loan Obligations, irrespective of whether or not Bank shall have
         made any demand under this Agreement or the Notes and although such
         Loan Obligations may be unmatured. The rights of Bank under this
         Section are in addition to other rights and remedies (including,
         without limitation, other rights of set-off) which Bank may otherwise
         have.

10.      MISCELLANEOUS.

         10.1. DEFINED TERMS. All capitalized terms used in this Agreement shall
         have the meanings defined in the Sections where they are first used, or
         if not therein defined, the following meanings (such meanings to be
         equally applicable to both the singular and the plural forms of the
         terms defined):

         "Account Assignment" shall have the meaning given it in Section 4.1.

                                       24
<PAGE>   26

         "Accounts" shall mean the rights of Borrower to payment for goods sold
or leased or for services rendered.

         "Account Debtor" shall mean the obligor on any Account.

         "Affiliate" of Borrower shall mean (a) any Person who is a director,
officer or stockholder of Borrower; or (b) any Person which, directly or
indirectly, is in control of, is controlled by or is under common control with,
Borrower; or (c) any officer, director or stockholder of any Person described in
clause (b) above. For purposes hereof, control of a Person shall mean the power,
direct or indirect, (i) to vote twenty percent (20%) or more of the securities
having ordinary voting power for the election of directors of such Person; or
(ii) to direct or cause the direction of the management and policies of such
Person, whether by contract or otherwise and either alone or in conjunction with
others.

         "Agreement" shall mean this Amended and Restated Loan Agreement,
including all schedules and Exhibits hereto, as the same may be further amended,
restated, or otherwise modified from time to time; the terms "herein", "hereof",
"hereunder" and like terms shall be taken as referring to this Agreement in its
entirety and shall not be limited to any particular Section or provision
thereof; and Section, schedule and Exhibit references herein are to this
Agreement unless otherwise specified.

         "Applicable Lending Office" shall mean the office of Bank at the
address specified by Bank from time to time.

         "Bank" shall have the meaning given it in the introductory paragraph to
this Agreement.

         "Board" shall mean the Board of Governors of the Federal Reserve System
and any successor thereto or to the functions thereof.

         "Borrower" shall have the meaning given it in the introductory
paragraph to this Agreement.

         "Borrowing" shall mean a borrowing under the Revolving Loan.

         "Borrowing Base" shall mean at any date 85% of the total outstanding
principal balance of the Eligible Accounts of Borrower at such date.

         "Borrowing Base Certificate" shall have the meaning given it in Section
7.6.

         "Borrowing Date" shall have the meaning given it in Section 1.5.1.1.

         "Business Day" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks are authorized or required to close under the laws
of the United States of America and/or the State of Missouri.

         "Claims Act" shall mean the Assignment of Claims Act of 1940, as
amended from time to time.

         "Closing Date" shall mean the date of this Agreement.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Collateral" shall mean all of the Personal Property Collateral, all of
Borrower's interest in real property (whether owned or leased) and any
improvements thereon (including without limitation the Kissimmee Leasehold), and
all proceeds thereof.

                                       25
<PAGE>   27

         "Commitments" shall mean, collectively, the Revolving Commitment, the
Term Commitment, the Florida Term Commitment, and the Overadvance Term
Commitment.

         "Commonly Controlled Entity" shall mean an entity, whether or not
incorporated, which is under common control with Borrower within the meaning of
Section 414(b) or (c) of the Code.

         "DOL" shall mean the United States Department of Labor.

         "Default" shall mean any of the events specified in Section 9 without
giving effect to any requirement for the giving of notice, for the lapse of
time, or both, or for the happening of any other condition, event or act.

         "Disclosure Schedule" shall have the meaning given it in Section 6.

         "Dollars" and the sign "$" shall mean lawful money of the United States
of America.

         "Eligible Accounts" shall mean all Accounts of Borrower other than the
following: (i) Accounts which remain unpaid as of 90 days (120 days with respect
to Accounts of Wyndham International) after the original date of the applicable
invoice; (ii) all Accounts owing by a single Account Debtor, including a
currently scheduled Account, if 50% or more of the balance owing by such Account
Debtor is ineligible by reason the criteria set forth in clause (i) above; (iii)
Accounts with respect to which the Account Debtor is the United States of
America or any department, agency or instrumentality thereof unless filings in
accordance with the Claims Act have been completed and filed in a manner
satisfactory to Bank; (iv) Accounts with respect to which the Account Debtor is
not a resident of the United States unless the Borrower has obtained for the
benefit of Borrower a letter of credit or other similar instrument securing such
Account Debtor's payment on such Accounts; (v) Accounts arising with respect to
which the goods giving rise thereto have been rejected as unsatisfactory by the
Account Debtor or arising with respect to which the services giving rise thereto
have been rejected as unsatisfactory by the Account Debtor, but only to the
extent of the value of the rejected goods; (vi) Accounts which are accrued but
not invoiced; (vii) Accounts with respect to which Bank does not have a first
priority, valid, fully perfected security interest; (viii) Accounts with respect
to which the Account Debtor is the subject of bankruptcy or a similar insolvency
proceeding or has made an assignment for the benefit of creditors or whose
assets have been conveyed to a receiver or trustee; (ix) Accounts with respect
to which the Account Debtor's obligation to pay the Account is conditional upon
the Account Debtor's approval or is otherwise subject to any repurchase
obligation or return right, as with sales made on a bill-and-hold, guarantied
sale, sale-and-return, sale on approval (except with respect to Accounts in
connection with which Account Debtors are entitled to return Inventory solely on
the basis of the quality of such Inventory) or consignment basis; and (x)
Accounts owing by any supplier to Borrower and subject to offset against trade
accounts payable owing to such Account Debtor to the extent of such offset.

         "EPA" shall mean the United States Environmental Protection Agency.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.

         "Event of Default" shall mean any of the events specified in Section 9,
PROVIDED that any requirement for the giving of notice, the lapse of time, or
both, or for the happening of any further condition, event or act has been
satisfied.

         "Financial Statements" shall mean financial statements of Borrower
prepared in accordance with GAAP, and containing balance sheets, statements of
income and retained earnings and statements of cash flows as at the close of the
relevant period. Financial Statements for the fiscal year commencing 2000

                                       26
<PAGE>   28

shall contain an audit report by independent certified public accountants
selected by Borrower and reasonably acceptable to Bank (BDO Seidman being
acceptable to Bank). Financial Statements for a month in a fiscal year shall be
certified by a Responsible Officer and shall include statements of income and
retained earnings and statements of cash flows for the period from the beginning
of such fiscal year to the end of such month, in each case setting forth in
comparative form the figures for the corresponding month in the budget furnished
pursuant to Section 7.6.2. From and after the time Borrower has any Subsidiaries
permitted hereunder, all financial statements of Borrower shall be prepared on a
consolidated and consolidating basis, taking into account all Subsidiaries of
Borrower.

         "Florida Term Commitment" shall have the meaning given it in Section
1.4.

         "Florida Term Loan" shall mean that certain term loan to Borrower
described in Section 1.4 (as the same may be renewed, extended, amended,
rearranged, restructured, refinanced, restated, replaced or otherwise modified
from time to time).

         "Florida Term Note" shall have the meaning given it in Section 1.6.4.

         "GAAP" shall mean those generally accepted accounting principles set
forth in Statements of the Financial Accounting Standards Board and in Opinions
of the Accounting Principles Board of the American Institute of Certified Public
Accountants or which have other substantial authoritative support in the United
States of America and are applicable in the circumstances, as applied on a
consistent basis. "Consistent basis" shall, however, mean not only that the
accounting principles observed in the current period are comparable in all
material respects to those applied in the preceding period, but that, in the
case of Financial Statements furnished to Bank, the methods of calculation,
aggregation, and presentation of the balance sheet, statements of income and
retained earnings, and statements of cash flows shall be substantially the same
as those used for the Initial Financial Statements.

         "Hazardous Waste" shall mean any hazardous, radioactive, toxic, solid,
special waste or substance or constituent thereof, or any other such substance
(as defined under any applicable law or regulation).

         "Hotelworks" shall have the meaning given it in Section 4.1.

         "Indebtedness" of a Person, at a particular date, shall mean such
Person's (i) obligations for borrowed money; (ii) obligations representing the
deferred purchase price of property or services, including, without limitation,
bank acceptances payable and loans and/or advances from a factor; (iii) the face
amount of all letters of credit issued for the account of such Person and,
without duplication, all drafts drawn thereunder; (iv) all obligations secured
by any Lien on any property or asset owned by such Person, even though such
Person has not assumed or become liable for the payment thereof; (iv) any
material lease obligation which has been, or which should be, in accordance with
GAAP, capitalized; and (v) obligations, or obligations of a Commonly Controlled
Entity, to a Multiemployer Plan, but excluding trade and other accounts payable
arising in the ordinary course of business in accordance with customary trade
terms which are being disputed in good faith by such Person and for which
adequate reserves are being provided on the books of such Person in accordance
with GAAP.

         "Initial Financial Statements" shall mean the prior three year's
unaudited Financial Statements and the unaudited Financial Statements for the
most recent month end.

         "Intellectual Property" shall mean all letters patent, patent
applications, inventions upon which patent applications have not yet been filed,
trade names, trademarks, trademark registrations and applications, service
marks, service mark registrations and applications, copyrights and copyright
registrations and applications, both domestic and foreign, owned, possessed or
used by Borrower.

                                       27
<PAGE>   29

         "Inventory" shall mean goods owned by Borrower for sale, lease or
resale or furnished or to be furnished under contracts for services, and raw
materials, goods in process, materials, component parts and supplies used or
consumed, or held by Borrower for use or consumption, in Borrower's business, as
now or hereafter conducted, together with the products and cash and noncash
proceeds thereof.

         "Investment" shall mean, as to any Person, (a) a loan or advance of
money or property to such Person, other than advances for travel expenses in the
ordinary course of Borrower's business, (b) stock or other equity interest in
such Person, (c) a debt instrument made or guarantied by such Person, whether or
not convertible to stock or other equity interest in such Person, or (d) any
other interest in or rights with respect to such Person which include, in whole
or in part, a right to share, with or without conditions or restrictions, some
or all of the revenues or net income of such Person.

         "Kissimmee Leasehold" shall mean all of Borrower's right, title and
interest in and to the leasehold of real property located at 800-870 Hoagland
Boulevard, Kissimmee, Osceola County, Florida, and all improvements thereon.

         "Legal Fees" shall mean all legal fees and expenses incurred by Bank
plus out-of-pocket costs in connection with the preparation, negotiation and
execution of documents necessary or appropriate to consummate the transactions
contemplated by this Agreement.

         "Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, deposit arrangement, encumbrance (including, without limitation, any
easement, right-of-way, zoning or similar restriction or title defect), lien
(statutory or other) or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC or comparable
law of any jurisdiction).

         "Loan Documents" shall mean this Agreement, the Notes, Security
Documents and all other agreements, certificates, documents, instruments and
other writings executed in connection herewith and all amendments thereto, as
the same may be amended, restated, replaced or otherwise modified from time to
time.

         "Loan Obligations" shall mean all Indebtedness including, without
limitation, the Revolving Loan, the Overadvance Term Loan, the Term Loan, and
the Florida Term Loan (whether principal, interest, fees or otherwise),
obligations and liabilities of Borrower to Bank, as the same may be renewed,
extended, modified, rearranged, restructured, refinanced or replaced (including,
without limitation, modifications to interest rates or other payment terms of
such indebtedness), (including but not limited to those under this Agreement and
the other Loan Documents and under any Rate Agreement in the event Borrower
chooses to purchase interest rate protection from Bank), whether now existing or
hereafter created, absolute or contingent, direct or indirect, joint or several,
secured or unsecured, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, or acquired by Bank
outright, conditionally or as collateral security from another, including but
not limited to the obligation of Borrower to repay future advances by Bank,
whether or not made pursuant to commitment and whether or not presently
contemplated by Borrower and Bank, and the obligation to repay advances by Bank
under any letters of credit issued for Borrower's account and all costs of
collection thereof, including but not limited to reasonable attorneys' fees and
attorneys' expenses (whether or not there is litigation), court costs and all
costs in connection with any proceedings under the United States Bankruptcy Code
pertaining thereto.

         "Loans" shall mean the Revolving Loan, the Overadvance Term Loan, the
Term Loan, and the Florida Term Loan, collectively; and "Loan" shall mean any of
such Loans, individually.

                                       28
<PAGE>   30

         "Lock Box" shall have the meaning given it in Section 1.8.1.1.

         "Material Adverse Effect" shall mean with respect to any event or
occurrence of whatever nature (including any adverse determination in any
litigation, arbitration or governmental investigation or proceeding), a
materially adverse effect on the business, operations, revenues, financial
condition or property of Borrower or the ability or Borrower to perform any of
the Loan Obligations.

         "Material Agreement" shall mean, as to any Person, any contract to
which such Person is a party or by which such Person is bound which, if violated
or breached, would have a Material Adverse Effect on such Person.

         "Maximum Available Amount" shall have the meaning given it in Section
1.1.

         "Mortgage" shall have the meaning given it in Section 4.1.

         "Multiemployer Plan" shall mean a Pension Benefit Plan which is a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.

         "Net Income" shall mean, for any period of calculation, "net income" as
determined in accordance with GAAP.

         "Notes" shall mean the Revolving Note, the Overadvance Term Note, the
Term Note, and the Florida Term Note, collectively; and "Note" shall mean any of
such Notes, individually, as any of them may be amended, restated, extended,
renewed, replaced, or otherwise modified from time to time.

         "Notice of Borrowing" shall have the meaning given it in Section 1.5.1.

         "Operating Account" shall mean that certain internal depository account
#101409997935 at Bank.

         "Operating Cash Flow" shall mean, for any period of calculation, an
amount, calculated in accordance with GAAP, equal to Net Income plus
depreciation and amortization, minus capital expenditures, and minus principal
payments on the Florida Term Note, Term Note and Overadvance Term Note.

         "Original Loan Agreement" shall have the meaning given it in the
Preamble to this Agreement.

         "Overadvance Term Commitment" shall mean the agreement of Bank to make
the Overadvance Term Loan to Borrower in the amount provided in Section 1.2, as
such amount may be reduced as provided in this Agreement.

         "Overadvance Term Loan" shall mean that certain term loan to Borrower
described in Section 1.2 (as the same may be renewed, extended, amended,
rearranged, restructured, refinanced, restated, replaced or otherwise modified
from time to time).

         "Overadvance Term Note" shall have the meaning given it in Section
1.6.2.

         "Pension Benefit Plan" shall mean any pension or profit-sharing plan
which is covered by Title I of ERISA and all other benefit plans and in respect
of which the Borrower or a Commonly Controlled Entity is an "employer" as
defined in Section 3(5) of ERISA.

         "Permitted Indebtedness" shall have the meaning given it in Section
8.5.

                                       29
<PAGE>   31

         "Permitted Investments" shall mean Investments which mature in one year
or less in (i) interest-bearing United States government obligations; (ii)
certificates of deposit issued by or time deposits with any commercial bank
organized and existing under the laws of the United States or any state thereof
having capital and surplus of not less than $500,000,000.00; (iii) prime
commercial paper rated AAA by Standard and Poor's or Prime P-1 by Moody's
Investor Service, Inc.; (iv) agreements involving the sale and guarantied
repurchase of United States government securities, (v) cash, (vi) accounts
receivable in the ordinary course of business, (vii) loans or advances to
officers, directors or employees in the ordinary course of business for
reasonable business expenses, (viii) investments in capital expenditures, and
(ix) joint venture arrangements.

         "Permitted Liens" shall have the meaning given it in Section 8.1.

         "Person" shall mean and include an individual, a partnership, a
corporation, a trust, an unincorporated association, a joint venture or any
other entity or a government or any agency or political subdivision thereof.

         "Personal Property Collateral" shall have mean all of the machinery,
equipment, accounts receivable, inventory, chattel paper, Intellectual Property,
general intangibles and all other personal property of Borrower, whether now
owned or hereafter acquired, and all proceeds thereof.

         "Prime Rate" shall mean the per annum interest rate so designated from
time to time as the Prime Rate by Bank. The Prime Rate is a reference rate and
does not necessarily represent the lowest or best rate charged to any customer
of Bank.

         "Property Sale Proceeds" shall have the meaning given it in Section
1.9.2.1.

         "Rate Agreement" shall mean any ISDA Master Agreement between Borrower
and any counterparty, all schedules, amendments and supplements thereto, all
replacements thereof, all documents and confirming evidence now or hereafter
exchanged between Borrower and the counterparty confirming the transactions
governed by such agreement, and all guaranties, security and pledge agreements
and other credit support documents given by or on behalf of the counterparty to
secure its obligations thereunder.

         "Responsible Officer" shall mean the president, chief financial officer
or controller of Borrower.

         "Revolving Commitment" shall mean the agreement of Bank to make
advances of funds under the Revolving Loan to Borrower in the amount provided in
Section 1.1, as such amount may be reduced as provided in this Agreement.

         "Revolving Loan" shall mean that certain revolving loan to Borrower
described in Section 1.1 (as the same may be renewed, extended, amended,
rearranged, restructured, refinanced, restated, replaced or otherwise modified
from time to time).

         "Revolving Note" shall have the meaning given it in Section 1.6.1.

         "Security Agreement" shall have the meaning given it in Section 4.1.

         "Security Documents" shall mean, collectively, the Security Agreement,
the Stock Pledge Agreement, the Mortgage, the Trademark Assignment, the Account
Assignment, financing statements, and all additional security agreements,
mortgages, assignments or similar instruments which may be executed and
delivered to Bank pursuant hereto, as such documents may be amended, restated,
or otherwise modified from time to time.

                                       30
<PAGE>   32

         "Stock Pledge Agreement" shall have the meaning given it in Section
4.1.

         "Subsidiary" shall mean, as to any Person, a corporation with respect
to which fifty percent (50%) or more of the outstanding shares of stock of each
class having ordinary voting power (other than stock having such power only by
reason of the happening of a contingency) is at the time owned by such Person or
by one or more Subsidiaries of such Person.

         "Term Commitment" shall mean the agreement of Bank to make the Term
Loan to Borrower in the amount provided in Section 1.2, as such amount may be
reduced as provided in this Agreement.

         "Term Loan" shall mean that certain term loan to Borrower described in
Section 1.2 (as the same may be renewed, extended, amended, rearranged,
restructured, refinanced, restated, replaced or otherwise modified from time to
time).

         "Term Note" shall have the meaning given it in Section 1.6.3.

         "Termination Date" shall mean April 1, 2001 with respect to the Term
Loan (and the Term Note), April 1, 2001 with respect to the Florida Term Loan
(and the Florida Term Note), September 1, 2003 with respect to the Revolving
Loan (and the Revolving Note), and September 1, 2003 with respect to the
Overadvance Term Loan (and the Overadvance Term Note).

         "Trademark Assignment" shall have the meaning given it in Section 4.1.

         "UCC" shall mean the Uniform Commercial Code as in effect from time to
time in the State of Missouri or such other similar statute as in effect from
time to time in Missouri or any other appropriate jurisdiction.

         "United States of America" shall mean, when used in a geographical
sense, all the States of the United States of America and the District of
Columbia.

         "Warrant" shall mean any stock options or warrants issued by Borrower
to management of Borrower.

         "Welfare Benefit Plan" shall mean any plan described by Section 3(1) of
ERISA.

         10.2. TERMS DEFINED BY REFERENCE. As used in this Agreement and in any
         certificate, report or other document made or delivered pursuant
         hereto, unless the context otherwise requires, accounting terms not
         otherwise defined or only partly defined herein (to the extent not
         defined) shall be construed, calculations hereunder shall be made and
         financial data required hereunder shall be prepared, both as to
         classification of items and as to amounts, in accordance with GAAP.

         10.3. RIGHT TO CURE. Bank may from time to time, in its reasonable
         discretion, for Borrower's account and at Borrower's expense, pay any
         amount or do any act required of Borrower hereunder or requested by
         Bank to preserve, protect, maintain or enforce the Loan Obligations,
         the Collateral or Bank's Liens thereon, and which Borrower fails to pay
         or do, including, without limitation, payment of any judgment against
         Borrower, insurance premium, taxes or assessments, warehouse charge,
         finishing or processing charge, landlord's claim, and any other Lien
         upon or with respect to the Collateral. All payments that Bank makes
         pursuant to this Section and all out-of-pocket costs and expenses that
         Bank pays or incurs in connection with any action taken by it hereunder
         shall be a part of the Loan Obligations, the repayment of which shall
         be secured by the Collateral. Any payment made or other action taken by
         Bank pursuant to this Section shall be

                                       31
<PAGE>   33

         without prejudice to any right to assert an Event of Default hereunder
         and to pursue Bank's other rights and remedies with respect thereto.

         10.4. NOTICES. All notices, consents, requests and demands to or upon
         the respective parties hereto shall be in writing, and shall be deemed
         to have been given or made when delivered in person to those Persons
         listed on the signature pages hereof or when received, if sent by
         certified or registered United States mail, postage prepaid, return
         receipt requested, or, in the case of telegraphic notice, or the
         overnight courier services, when delivered to the telegraph company or
         overnight courier service, or in the case of telex or telecopy notice,
         when sent, verification received, in each case addressed as set forth
         on the signature pages hereof, or such other address as either party
         may designate by notice to the other in accordance with the terms of
         this paragraph.

         10.5. AMENDMENTS AND WAIVERS; NON-EXCLUSIVE RIGHTS. No amendment,
         modification or waiver of any provision of this Agreement, or any of
         the other Loan Documents, nor consent to any departure by Borrower
         herefrom or therefrom, shall be effective unless the same shall be in
         writing signed by an authorized officer of Bank and Borrower (except
         that waivers need only be signed by an authorized officer of Bank), and
         then only in the specific instance and for the purpose for which given.
         No notice to or demand on Borrower in any case shall entitle Borrower
         to any other or further notice or demand in similar or other
         circumstances. No failure on the part of Bank to exercise, and no delay
         in exercising, any right, power or privilege hereunder shall operate as
         a waiver thereof, nor shall any single or partial exercise by Bank of
         any right hereunder preclude any other or further exercise thereof, or
         the exercise of any other right.

         10.6. RIGHTS NOT EXCLUSIVE. Each and every right granted to Bank
         hereunder or under any document delivered hereunder or in connection
         with this Agreement or allowed to it at law or in equity shall be
         deemed cumulative and may be exercised from time to time.

         10.7. INJUNCTIVE RELIEF. Borrower recognizes that if Borrower fails to
         perform, observe or discharge any of its obligations under the Loan
         Documents, no remedy at law will provide adequate relief to Bank;
         therefore, Borrower agrees that Bank shall be entitled to temporary and
         permanent injunctive relief in any such case without the necessity of
         proving actual damages.

         10.8. SURVIVAL OF AGREEMENTS. All agreements, representations and
         warranties made herein and in the other Loan Documents, and in any
         certificates delivered pursuant hereto shall survive the execution and
         delivery of this Agreement, the execution and delivery of the Notes and
         the making of the Loans. All agreements, obligations and liabilities of
         Borrower under this Agreement concerning the payment of money to Bank,
         other than the obligation to pay principal of and interest on the
         Loans, shall survive the repayment in full of the Loans and the Notes
         and the termination of this Agreement.

         10.9. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
         inure to the benefit of the parties hereto and all future holders of
         the Notes and their respective successors and assigns, except that
         Borrower may not assign or transfer any of its rights under this
         Agreement without the prior written consent of Bank.

         10.10. PARTICIPATIONS. Bank may, at any time, grant up to one
         participation to one bank or other financial institution in 50% or more
         of the Loan or other financial accommodation extended by Bank pursuant
         to this Agreement. For this purpose, Bank may disclose to a potential
         or actual participant all or any information supplied to Bank by or on
         behalf of Borrower. Borrower hereby grants to each participant the
         right to set off any balances maintained by Borrower in deposit
         accounts with such participant against any participation it has
         purchased from Bank;

                                       32
<PAGE>   34

         provided, however, that all amounts received by any such participant
         (through the exercise of the right of setoff or otherwise) and applied
         to its participation shall be deemed to have been received by Bank.

         10.11. PAYMENT OF EXPENSES AND TAXES. Borrower agrees to pay or
         reimburse Bank for all of its reasonable costs and out-of-pocket
         expenses (including Legal Fees) incurred in connection with the
         enforcement or preservation of any of its rights under the Loan
         Documents and any such other documents and instruments, including,
         without limitation, reasonable attorneys' fees and court costs.
         Borrower also agrees to pay, and to save Bank harmless from and against
         any and all recording and filing fees and taxes, expenses for title
         surveys, title insurance and redatings thereof and any and all
         liabilities with respect to, or resulting from any delay in paying
         stamp, mortgage and other taxes, if any, which may be payable or
         determined to be payable in connection with the execution and delivery
         of, or consummation of any of the transactions contemplated by, or any
         amendment or modification of, or any waiver or consent under or in
         respect of, the Loan Documents. The agreements in this Section shall
         survive the repayment in full of the Loans and the Notes and the
         termination of this Agreement. Notwithstanding the foregoing, the Bank
         shall bear all Legal Fees incurred as a result of the execution and
         delivery of the Loan Documents on the Closing Date.

         10.12. PAYMENT OF LEGAL FEES. If at any time or times hereafter Bank
         shall deem it reasonably necessary to employ counsel (i) to represent
         Bank in any litigation, contest, dispute, suit or proceeding or to
         commence, defend, petition, intervene or take any other action in or
         with respect to any of the same (whether instituted by Bank, Borrower
         or any other Person) in any way relating to any of the Collateral
         securing the obligations of any of the parties under the Loan
         Documents; (ii) to enforce any security interest of Bank in any of the
         Collateral securing the obligations of any of the parties under the
         Loan Documents upon the occurrence and continuation of an Event of
         Default; (iii) to enforce any right of Bank against Borrower or against
         any other Person that may be obligated to Bank by virtue of the Loan
         Documents; (iv) to amend, release or otherwise modify the Loan
         Documents, or any of them, then in the event of any of the foregoing,
         all reasonable attorneys' fees arising from such services and all
         actual expenses, costs and charges in any respect arising in connection
         with the Loan Documents or relating thereto shall constitute a part of
         the obligations owing by Borrower to Bank, be payable on demand and
         shall be secured by the Collateral securing the obligations of the
         parties under the Loan Documents. The agreements in this Section shall
         survive the repayment in full of the Loans and the Notes and the
         termination of this Agreement.

         10.13. SEVERABILITY. Any provision of this Agreement which is
         prohibited, unenforceable or not authorized in any jurisdiction shall,
         as to such jurisdiction, be ineffective to the extent of such
         prohibition, unenforceability or nonauthorization without invalidating
         the remaining provisions hereof or affecting the validity,
         enforceability or legality of such provision in any other jurisdiction
         unless the ineffectiveness of such provision would result in such a
         material change as to cause completion of the transactions contemplated
         hereby to be unreasonable.

         10.14. CHANGE IN ACCOUNTING PRINCIPLES. If Borrower shall, at the end
         of its fiscal year and with the concurrence of its independent
         certified public accountants, hereafter change the method of valuing
         the Inventory of Borrower or if any other changes in accounting
         principles from those used in the preparation of the Financial
         Statements are hereafter occasioned by promulgation of rules,
         regulations, pronouncements or opinions by or are otherwise required by
         the Financial Accounting Standards Board or the American Institute of
         Certified Public Accountants (or successors thereto or bodies with
         similar functions), and any of such changes result in a change in the
         method of calculation of, or affect the results of such calculation of,
         any of the financial

                                       33
<PAGE>   35

         covenants, standards or terms found in Section 10.1 or elsewhere
         herein, then the parties hereto agree to enter into and diligently
         pursue negotiations in order to amend such financial covenants,
         standards or terms so as to equitably reflect such changes, with the
         desired result that the criteria for evaluating the financial condition
         and results of operations of Borrower shall be the same after such
         changes as if such changes had not been made.

         10.15. INDEPENDENCE OF COVENANTS. All covenants of Borrower hereunder
         shall be given independent effect so that, if a particular action or
         condition is prohibited by any of such covenants, the fact that it
         would be permitted by an exception to, or be otherwise within the
         limitations of, another covenant shall not avoid the occurrence of a
         Default or Event of Default if such action is taken or condition
         exists.

         10.16. INDEMNITY. Borrower irrevocably and unconditionally agrees to
         pay, indemnify and hold harmless Bank from and against, and promptly to
         reimburse Bank for, any and all claims, damages, liabilities, losses,
         costs and expenses (including, without limitations, reasonable
         attorneys' fees and disbursements and amounts paid in settlement)
         incurred, paid or sustained by Bank in connection with, arising out of,
         based upon or otherwise involving or resulting from any threatened (in
         writing), pending or completed action, suit, investigation or other
         proceeding by, against or otherwise involving Bank and in any way
         dealing with, relating to or otherwise involving this Agreement, any of
         the other Loan Documents, or any transaction contemplated hereby or
         thereby; provided, however, that Borrower shall have no obligation to
         indemnify Bank hereunder with respect to liability arising from the
         gross negligence or willful misconduct of Bank.

         10.17. OTHER SECURITY AND GUARANTIES. Bank may, without notice or
         demand and without affecting Borrower's obligations hereunder, from
         time to time: (a) take from any Person and hold collateral (other than
         the Collateral) for the payment of all or any part of the Loan
         Obligations and exchange, enforce and release such collateral or any
         part thereof; and (b) accept and hold any endorsement or guaranty of
         payment of all or any part of the Loan Obligations and release or
         substitute any such endorser or guarantor, or any Person who has given
         any Lien in any other collateral as security for the payment of all or
         any part of the Loan Obligations, or any other Person in any way
         obligated to pay all or any part of the Loan Obligations.

         10.18. COUNTERPARTS. This Agreement may be executed by the parties
         hereto on any number of separate counterparts, and all such
         counterparts taken together shall constitute one and the same
         instrument.

         10.19. GOVERNING LAW; NO THIRD PARTY RIGHTS. This Agreement, the other
         Loan Documents and the Notes and the rights and obligations of the
         parties hereunder and thereunder shall be governed by and construed and
         interpreted in accordance with the laws of the State of Missouri
         applicable to contracts made and to be performed wholly within such
         State, without regard to any choice or conflict of laws rules. This
         Agreement is solely for the benefit of the parties hereto and their
         respective successors and assigns, and no other Person shall have any
         right, benefit, priority or interest under, or because of the existence
         of, this Agreement.

         10.20. CHOICE OF FORUM. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT
         SENTENCE, BORROWER AND BANK HEREBY AGREE TO THE EXCLUSIVE JURISDICTION
         OF THE FEDERAL COURT OF THE EASTERN DISTRICT OF MISSOURI AND THE STATE
         COURTS OF MISSOURI LOCATED IN ST. LOUIS COUNTY, MISSOURI, AND WAIVE ANY
         OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY
         ACTION INSTITUTED THEREIN, AND AGREE THAT ANY DISPUTE CONCERNING THE
         RELATIONSHIP BETWEEN BANK AND

                                       34
<PAGE>   36

         BORROWER OR THE CONDUCT OF EITHER PARTY IN CONNECTION WITH THIS
         AGREEMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED
         ABOVE. NOTWITHSTANDING THE FOREGOING: (1) BANK SHALL HAVE THE RIGHT TO
         BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN ANY
         COURTS OF ANY OTHER JURISDICTION BANK DEEMS NECESSARY OR APPROPRIATE IN
         ORDER TO REALIZE ON THE COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR
         THE LOAN OBLIGATIONS, AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES
         THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING
         SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE
         JURISDICTIONS.

         10.21. SERVICE OF PROCESS. BORROWER HEREBY WAIVES PERSONAL SERVICE OF
         ANY AND ALL PROCESS UPON IT AND CONSENT THAT ALL SUCH SERVICE OF
         PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED)
         DIRECTED TO BORROWER OR BANK (AS APPLICABLE) AT ITS ADDRESS SET FORTH
         IN THIS AGREEMENT. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF
         BANK OR BORROWER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED
         BY LAW.

         10.22. CAPTIONS. Section captions and the Table of Contents preceding
         this Agreement are for convenience only and shall not affect the
         interpretation or construction of this Agreement or the Notes.

         10.23. INCORPORATION BY REFERENCE. All of the terms of the other Loan
         Documents are incorporated in and made a part of this Agreement by this
         reference.

         10.24. STATUTORY NOTICE--ORAL AGREEMENTS. The following notice is given
         pursuant to Section 432.045 of the Missouri Revised Statutes; nothing
         contained in such notice shall be deemed to limit or modify the terms
         of the Loan Documents: ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,
         EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT
         INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO
         PROTECT YOU (BORROWER) AND US (CREDITOR) FROM MISUNDERSTANDING OR
         DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE
         CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
         STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
         WRITING TO MODIFY IT.

         10.25. STATUTORY NOTICE--INSURANCE. The following notice is given
         pursuant to Section 427.120 of the Missouri Revised Statutes; nothing
         contained in such notice shall be deemed to limit or modify the terms
         of the Loan Documents: UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE
         COVERAGE REQUIRED BY YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE
         AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN YOUR COLLATERAL. THIS
         INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS. THE COVERAGE THAT
         WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS
         MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL. YOU MAY LATER
         CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING EVIDENCE
         THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR AGREEMENT. IF WE
         PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE FOR THE
         COSTS OF THAT INSURANCE, INCLUDING THE INSURANCE PREMIUM, INTEREST AND

                                       35
<PAGE>   37

         ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE
         INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION
         OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL
         OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE INSURANCE MAY BE
         MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.


                      [THE NEXT PAGE IS THE SIGNATURE PAGE]


                                       36
<PAGE>   38

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.

                                     BEKINS DISTRIBUTION SERVICES CO., INC.

                                     By: /s/ Daniel P. Kelly
                                        ------------------------
                                        Daniel P. Kelly
                                        President

                            Address:    9362 Dielman Industrial Drive
                                        St. Louis, Missouri 63132-2213
                                        Attn: President
                                        Telecopy No.: (314) 817-0070

                                        with a copy to:

                                        Greenberg Traurig, P.A.
                                        1221 Brickell Avenue
                                        Miami, FL 33131
                                        Attn: Gary Epstein, Esq.
                                        Telecopy No.:  (305) 579-0717


                                     BANK OF AMERICA, N.A.

                                     By: /s/ Gary K. Peterson
                                        ------------------------
                                        Gary K. Peterson
                                        Senior Vice President

                            Address:    100 North Broadway
                                        St. Louis, Missouri  63102
                                        Attention:  Mr. Gary K. Peterson
                                        Telecopy No.:  (314) 466-6583

                                        with a copy to:

                                        Lewis, Rice & Fingersh, L.C.
                                        500 North Broadway
                                        Suite 2000
                                        St. Louis, Missouri  63101
                                        Attn:  Joseph J. Trad, Esq.
                                        Telecopy No.:  (314) 241-6056


                                       37
<PAGE>   39

                       LIST OF EXHIBITS TO LOAN AGREEMENT

EXHIBIT #                  EXHIBIT NAME
---------                  ------------

6.15                       Lease Contracts

6.20                       Chief Executive Offices, etc.

7.6.4                      Borrowing Base Certificate


                                       38
<PAGE>   40

                                  EXHIBIT 6.15

                                 LEASE CONTRACTS

Lessor:
West Manor Corporation

Address:
9362 Dielman Industrial Drive
St. Louis, MO 63132

Term:
Seven Years and six months commencing on July 1, 1999 and ending on December 31,
2006

Lessor:
Lowrie Brown Investment Co.

Address:
2001 Directors Row
Orlando, FL 32809

Term:
Three Years and one month beginning February 1, 2000 and ending February 28,
2003


Lessor:
Russell Road Distribution Center Joint Venture

Address:
4155 Russell Road, Ste. H
Las Vegas, NV

Term:
Five Years beginning on November 1, 1996 and ending October 31, 2001


<PAGE>   41

                                  EXHIBIT 6.20
                          CHIEF EXECUTIVE OFFICES, ETC.

9362 Dielman Industrial Drive
St. Louis, Missouri  63132-2213

840 Hoagland Boulevard
Building B
Kissimmee, FL  34741

4155 Russell Road
Las Vegas, NV

800-870 N. Hoagland Boulevard
Kissimmee, FL 34741

                                       i
<PAGE>   42

                                  EXHIBIT 7.6.4
                           BORROWING BASE CERTIFICATE

                          BORROWING BASE CERTIFICATE OF
                     BEKINS DISTRIBUTION SERVICES CO., INC.

Date: _______________

Bank of America, N.A.
100 North Broadway
St. Louis, Missouri  63102
Attn:  Mr. Gary K. Peterson

1.       Accounts Receivable of Borrower
         as of the month ending ________              _______
                                                           (A)

2.       Ineligible Accounts                          _______
                                                           (B)

3.       Eligible Accounts (A minus B)                _______
                                                           (C)

4.       Borrowing Base (Line C x 85%)                _______
                                                           (D)

5.       Maximum Available Amount
         Lesser of Line D or $1,500,000               _______
                                                           (E)

For the purpose of inducing Bank of America, N.A. ("Bank") to make loans or
advances to Bekins Distribution Services Co., Inc., ("Borrower") pursuant to the
terms of that certain Second Amended and Restated Loan Agreement between Bank
and Borrower dated September 1, 2000 (as amended, modified, restated or replaced
from time to time, the "Loan Agreement"; all capitalized terms herein not
otherwise defined shall have the meaning given them in the Loan Agreement) and
the Loan Documents, the undersigned hereby certifies on behalf of Borrower to
Bank that: (a) the foregoing Borrowing Base Certificate is true and correct in
all material respects, consistent with the books and records of Borrower; and
(b) as of the date hereof, no event has occurred and is continuing or would
result from the making of any requested loans under the Loan Agreement which
constitutes a Default or Event of Default thereunder.

BEKINS DISTRIBUTION SERVICES CO., INC.

By:
    -------------------------------------------------

Name:
      -----------------------------------------------

Title:
       ----------------------------------------------

                                       i