Exhibit 10.38

                       DEALER LOAN AND SECURITY AGREEMENT

Textron Financial Corporation               I-Sector Corporation
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1180 Welsh Road, Suite 280                  6401 Southwest Freeway
North Wales, PA  19454                      Houston  TX   77074

Gentlemen:

         1.  We  are  an  authorized   dealer  of  goods   manufactured   and/or
distributed  by  various  manufacturers  and  distributors  (hereinafter  called
"Manufacturer"). As such, we from time to time buy goods from Manufacturer to be
held by us as our inventory for sale by us in the normal course of our business.
We may, as more fully set forth herein,  from time to time obtain loans from you
in order to finance the purchase of certain of such goods,  including  parts and
accessories  therefor,  from  Manufacturer,  and desire by this Agreement to set
forth in writing our  understanding of our loan arrangements with you and secure
repayment of such loans and other related debts and  liabilities  we may have to
you, whether now existing or hereafter arising.

         2.  Upon  our  request  from  time to  time,  you  may,  at  your  sole
discretion  and without any  obligation  to do so, make loans to us,  under such
terms and with such  conditions  as you shall  specify,  to enable us to acquire
rights  in  Inventory  from  Manufacturers  pre-approved  by you  for  financing
programs.  We understand that each such loan will be solely at your  discretion,
and we expressly disclaim any right to expect otherwise,  either from the course
of our dealing, our need therefore, your dealings with others, your arrangements
with Manufacturer, or otherwise. Conversely, nothing herein will prevent us from
obtaining  financing  from  other  sources,  provided  that  you are  completely
satisfied  that such other  financing  will not jeopardize our ability to comply
with our  financial  obligations  to you and that  adequate  procedures  will be
implemented  to  absolutely  assure your  ability to identify  your  Collateral.
Accordingly, we will obtain both your written permission prior to arranging such
other  financing  and such  acknowledgements  and  undertakings  from our  other
lenders as you may require.

             We understand that certain terms and conditions applicable to loans
obtained by us from you will be set forth in materials to be made available from
time to time to us and other dealers,  the terms of which,  as revised from time
to time, being deemed incorporated herein by reference. We understand that these
materials  are  subject to change by you at any time and from time to time,  and
expressly assume the  responsibility  of confirming  directly with you, upon our
request for each loan, the exact terms and conditions  then being stated by you,
including  without  limitation  rate of interest and terms of  repayment.  In no
event will we view such materials as a commitment or other offer on your part to
lend,  and we will have no right to any loan under any  particular  terms  until
actually made and under the terms so made. We understand and agree that the full
amount of each loan will be paid to you on its due date  without  deduction  for
any sums due from  Manufacturer  or any Credit Memo that may have been issued to
you, unless you have  previously  notified us that you have received and applied
the amount of the Credit Memo issued by the Manufacturer.

             We understand that you may, from time to time, issue advices to us.
Such  advices  may  include,  but need not be limited  to,  periodic  or monthly
statements of our account,  periodic  letter advices in the nature of statements
of account, issued from time to time, and letter forms or other forms of notices
of due dates of finance plan  payments and of the specific  terms of loans which
we have with you.  Unless we,  within thirty (30) days from the date of any such
advice,  give you written and itemized objection to the contents of such advice,
we shall be fully bound thereby and acknowledge  that the content of such advice
is true, correct,  and complete,  and accurately reflects our obligations to you
as of the date thereof.

             In connection with each loan requested, we will deliver to you such
other  writings  as  you  shall  require,  which  may  include  notes  or  other
appropriate evidence of debt. Such notes or other evidence of debt, Manufacturer
invoices,  and  other  like  materials  as may be  revised  from  time  to  time
("Collateral  Documents"),  together  with this  Agreement,  contain  our entire
understanding,  and we  acknowledge  that we will not be relying  upon any prior
oral or written  promises or undertakings or future oral promises between us. No
modification  hereof or of the  Collateral  Documents  will be binding  upon you
unless in a writing duly executed on your behalf by an officer  holding the rank
of Vice President or higher.

             We hereby  authorize  you to  disburse  the  proceeds  of each loan
directly to Manufacturer on our behalf.  Further,  we shall and hereby authorize
Manufacturer to deliver its invoice for Inventory financed by you, together with
all  Certificates  of Origin,  directly  to you.  You may  assume  that all such
invoices  so  submitted  are  authentic  and  accurate  and that  they have been
submitted  on our  behalf  and with our  permission.  Receipt  by you from us or
Manufacturer  of an invoice  for  Inventory  shipped to us or against one of our
valid  purchase  orders shall be your authority to make a loan to us under terms
and  conditions  then  being  stated by you.  In  addition  we shall and  hereby
authorize  the  Manufacturer  to issue  all  Credit  Memos  directly  to you for
inventory financed by you.

             We  acknowledge  that  the  term  "Prime  Rate",  as  used  in  the
Collateral Documents in reference to the rate of interest applicable to loans to
us, will mean the average of the Prime Rates (the base rate for corporate  loans
at large U.S. money center  commercial  banks) quoted in the Wall Street Journal
under the caption "Money Rates",  and agree that the interest rate applicable to
our loans from you will  automatically  change from time to time  effective upon
each change in the  published  Prime Rate. We further agree that interest on our
loans  from you will be  calculated  on the  basis of a 360 day year but will be
chargeable for the actual days that principal is outstanding in the then current
year.

         3.  We  acknowledge  that  our  financial  arrangements  with  you  are
completely  independent of our arrangements with Manufacturer,  and that neither
you nor  Manufacturer  are an agent for or acting on behalf of the other. We are
not  relying,  in our  understanding  with you, on any  statements,  promises or
representations,   oral  or  written,  made  by  Manufacturer,  whether  or  not
purportedly  on your behalf,  relating to the subject  matter  hereof and of our
loans with you. Although we may receive official literature, brochures and other
written materials disseminated by you through Manufacturer,  we expressly assume
the risk  that the  materials  so  received  are the  most  current,  up to date
materials then authorized by you to be disseminated.  None of our obligations to
you will be  affected  or  impaired,  or be  subject  to any  defense,  set-off,
counterclaim,  crossclaim or recoupment,  by reason of any claim which we now or
hereafter have against Manufacturer or its agents,  including without limitation
any claim for  breach of  express or implied  warranty  of title,  or  otherwise
related to the condition of the Collateral or our dealings with Manufacturer.

         4.  As used  herein,  the  following  terms  shall  have the  following
meaning:

             a)  "Inventory"  means all  present and future  Inventory,  as that
term is defined in the Rhode Island Uniform  Commercial Code ("Code"),  together
will  all  parts  and  accessories,  and  all  replacements,  substitutions  and
additions thereof or thereto.

             b)  "Accounts" means all present and future Accounts,  as that term
is defined in the Code.

             c)  "General  Intangibles"  means all  present  and future  General
Intangibles,  as that term is defined in the Code,  and shall  include,  without
limitation,  all Credit Memos and other sums due from  Manufacturer,  all books,
records,  ledgers,  journals,  check books, computer tapes and disks, print outs
and other  information  and sources of information,  and all licenses,  permits,
franchises,  tradenames  and other rights and  privileges  used or useful in the
conduct of our business and the sale of Inventory.

             d)  "Equipment"  means all  present and future  Equipment,  as that
term is defined in the CODE,  together with all parts and  accessories,  and all
replacements, substitutions and additions thereof or thereto.

             e)  "Investment  Property" means all present and future  Investment
Property, as that term is defined in the CODE.

             f)  "Proceeds" means present and future  Proceeds,  as that term is
defined in the CODE, and shall include, without limitation, insurance payable by
reason of loss or damage to any of the Collateral.  All Proceeds  received by us
will be held in trust for you until  our  loans are paid,  and we will  promptly
deliver all Proceeds to you.

             g)  "Collateral" means,  individually and collectively,  Inventory,
Accounts, General Intangibles, Equipment, Investment Property and Proceeds.

         5.  a)  In order to secure repayment to you of each loan made by you to
us the proceeds of which enable us to acquire rights in or the use of Inventory,
we hereby grant to you a purchase money security interest in such Inventory, the
Proceeds  thereof  and  all  General  Intangibles  related  thereto,  to  secure
repayment of such loan.  It is intended by this  subparagraph  (a) that only the
Inventory  so acquired,  with  Proceeds and related  General  Intangibles,  will
secure the loan the proceeds of which enabled us to acquire rights in or the use
of such Inventory.

             b)  In  order  to  secure   repayment  to  you  of  all  debts  and
liabilities  we may now or  hereafter  have to you under this  Agreement  or any
other  agreement,  whether  such  debt  or  liability  be  obtained  by  you  by
assignment, negotiation or otherwise, and whether direct or indirect, primary or
secondary,  absolute or contingent,  or otherwise,  including but not limited to
all loans made by you to us to finance  the  purchase  of  Inventory,  we hereby
grant to you a security  interest  in all of our  Inventory,  Accounts,  General
Intangibles,  Equipment  and  Investment  Property no matter how obtained by us,
whether  now  existing or  hereafter  acquired,  and the  Proceeds of all of the
foregoing.

             c)  All  payments  made by us will be deemed to be  applied  by you
first to the loan (i) the proceeds of which  enabled us to acquire  rights in or
the use of Inventory  which we have  previously  sold and (ii) with the earliest
due date.

         6.  We hereby  represent to you that all information  provided by us to
you in  connection  with our  application  for each loan from you is and will be
complete  and  accurate  in every  respect.  WE WILL  IMMEDIATELY  NOTIFY YOU IN
WRITING OF ANY CHANGE IN ANY OF THIS INFORMATION.

         7.  We will from time to time  execute  and/or  deliver  or cause to be
executed  and/or  delivered  to you such  financing  statements,  amendments  to
financing   statements,    continuation   statements,    documents   of   title,
manufacturers'  certificates  of origin,  warehouse  receipts,  bills of lading,
vehicle titles, waivers,  consents and such other manner of things, and take all
manner of actions,  as you may from time to time request  which are in your sole
opinion necessary or desirable in order to perfect, protect, maintain, continue,
realize and/or enforce your rights and security  interests granted herein.  This
shall include,  without  limitation,  the written waiver by the landlord of each
location at which any  Collateral is located.  A carbon,  photographic  or other
reproduction of this Agreement shall be sufficient as a financing  statement and
may be filed in any public office as a financing statement.

         8.  We will  maintain the Inventory in  excellent,  salable  condition,
consistent with the highest standards in the industry,  and will comply with all
applicable  laws  relating  to our  use  thereof.  We will  provide  you or your
designated  representatives  with access,  at any time,  during normal  business
hours,  whether  announced  or  unannounced,  to  each  location  at  which  any
Collateral is located, to inspect and examine the Inventory and other Collateral
and business records,  including without  limitation all financial  records.  We
agree, at our sole cost, to keep all Inventory  insured against risks covered by
standard forms of fire, theft and extended  coverage and such other risks as may
be reasonably  required by you and under policies issued by an insurance company
or companies and in amounts satisfactory to you in an amount equal to or greater
than the inventory  value as listed on our inventory  reports at all times.  You
shall be named to the extent  your  interest  may appear  under a Lender's  Loss
Payable Clause in such policy,  which shall provide that the insurance cannot be
canceled without at least thirty (30) days prior written notice to you and shall
insure you  notwithstanding  any act or neglect on our part. At our expense,  we
shall  furnish you with  evidence of the same in form  satisfactory  to you, and
shall provide you with a Certificate  thereof naming you as certificate  holder.
We  will  promptly  remit  to you in  the  form  received,  with  all  necessary
endorsements, any Proceeds of such insurance. You may make and settle claims and
endorse  our name on any  checks  or  drafts.  You may  apply  any  Proceeds  of
insurance  which may be received  by you toward  payment of any  obligations  or
liabilities  owed to you by us,  whether  or not  then  due,  in such  order  of
application as you may determine.

             Loss,  damage or destruction of all or any of the Collateral  shall
not affect or diminish our  liabilities to you and we assume all  responsibility
and risk for the existence,  character,  quality, condition, value, and delivery
of Inventory.

         9.  We will pay  and/or  cause to be paid all  taxes,  levies and other
governmental  charges  and  assessments  payable  on  or  with  respect  to  the
Collateral and any premises at which the Collateral is located,  which if unpaid
may result in a lien or  imposition  thereon.  Such taxes,  levies,  charges and
assessments will be paid prior to the date that any penalty for late payment may
be assessed  with  respect  thereto,  and if  requested  by you we will,  at our
expense,  provide  you  with  receipts  or other  evidence  of  payment  in form
satisfactory to you.

         10. We will not suffer or permit any lien,  security interest,  charge,
claim or encumbrance to be placed on any of the  Collateral,  other than in your
favor,  or suffer or permit any  interest to exist  therein  which is adverse to
your own. We represent  that we are, and agree to remain,  the sole and absolute
owner of the Collateral,  until sold in the ordinary course of our business, and
are and will remain  qualified  under the terms of all applicable laws and under
our  dealership  arrangements  with  Manufacturer  to conduct  our  business  as
presently  conducted,  with  all  necessary  governmental  and  other  licenses,
consents and authorizations having been obtained.

         11. At your option,  without any  obligation  to do so, you may pay and
discharge taxes, liens, levies, security interests or other encumbrances against
the  Collateral,   may  pay  for  insurance  on  and  for  the  maintenance  and
preservation  of the Collateral  and perform on our behalf any other  obligation
required to be performed  by us hereunder  but which we have failed to so do. We
shall  reimburse  you on demand for any payment made or any expense  incurred by
you  pursuant  to the  authority  hereof,  with  interest  at the  highest  rate
chargeable  on any of our loans with you, and will pay you a late charge of 1.5%
per month of the amount due to you, or the highest legally  permissible  rate if
lower.

         12. We will  furnish you such  information  regarding  our business and
financial  condition  as you may request  from time to time,  including  without
limitation   such   financial   statements,   in  such  form  and  bearing  such
certifications, as you shall require. We agree that you may audit or cause to be
audited our books and records upon  reasonable  notice,  during normal  business
hours,  whether  announced  or  unannounced,  and to permit  you  access to each
location at which any of our General Intangibles are located.

         13. We will provide you with written  notice of the  following  matters
immediately upon the occurrence thereof:

             a)  A change in any  information  provided by us to you herein,  in
any application made by us in connection with any loan, or otherwise,  including
without limitation, any change in the location of any Collateral or in any other
circumstances regarding the Collateral or our business operations;

             b)  Loss, theft, or substantial damage or destruction of any of the
Collateral or related to our business operations generally; or

             c)  Any other matter which might have a material  adverse affect on
our financial  condition or  operations  or which,  upon the giving of notice or
passage of time, or both, would result in an event of default by us hereunder.

         14. Any one or more of the following shall be an event of default by us
under this Agreement:

             a)  Failure by us or any person jointly or otherwise  liable to you
for our obligations to you, as surety,  guarantor or otherwise ("Other Obligor")
to pay any amount due you, as and when due,  contained  or referred to herein or
in any  other  instrument,  document,  or  agreement  to which we or such  Other
Obligor  are a party or by  which we or such  Other  Obligor  are  bound to you,
whether now existing or hereafter created; or

             b)  Failure by us or any Other  Obligor  to perform or comply  with
any other obligation,  covenant or liability  contained or referred to herein or
in any  other  instrument,  document,  or  agreement  to which we or such  Other
Obligor  are a party or by  which we or such  Other  Obligor  are  bound to you,
whether now existing or  hereafter  created,  and such  failure,  if  reasonably
susceptible  of cure, is not cured within fifteen (15) days of the notice by you
to us via U.S.  certified  mail return receipt  requested or overnight  delivery
service with proof of delivery ; or

             c)  If any warranty, representation, or statement made or furnished
to you by us or on our behalf or on behalf of an Other  Obligor,  including  any
representation  made  on  our  behalf  by  Manufacturer,  proves  to  be  false,
misleading or incomplete in any respect; or

             d)  Loss, theft or substantial  damage or destruction of any of the
Collateral,  or the  making of any  levy,  seizure,  or  attachment  thereof  or
thereon; or

             e)  Dissolution,  merger, consolidation,  sale or other disposition
of a  controlling  interest  in our  ownership  or of  substantially  all of our
assets, termination of existence, insolvency, business failure, appointment of a
receiver, trustee, sequestrator,  conservator, or other judicial representative,
whether  similar or  dissimilar,  for us or for all or any part of our property,
assignment  by us for  the  benefit  of  creditors  or the  commencement  of any
proceeding  by or  against  us  under  any  provision  of any  federal  or state
bankruptcy or insolvency laws; or

             f)  Failure  by us  to  pay  any  obligation(s)  or  liability(ies)
whatsoever,  past,  present or future,  when due to any other  creditor,  or the
occurrence  of any event of  default by us under any  agreement  with any of our
respective creditors, including without limitation the occurrence of an event of
default  under any lease  relating to any premises upon which all or any part of
our Inventory or other Collateral is located; or

             g)  If we give notice of a Bulk Sale or intended Bulk Sale, or call
a meeting  of our  respective  unsecured  creditors  or offer a  composition  or
extension to such creditors, or cease to operate our respective business.

         15. Upon the  occurrence  of an event of  default,  you shall  have the
right to repossess the Inventory and also any and all rights available under the
Code,  including,  without  limitation,  the right to declare any and all unpaid
balances of principal,  interest,  costs and expenses arising out of any and all
of our  obligations  or  liabilities  to you,  whether past,  present or future,
direct  or  indirect,   matured  or  unmatured,   liquidated  or   unliquidated,
immediately  due and payable  without  notice to or demand on us. We irrevocably
authorize  you or your agent to enter all  premises  to take  possession  of and
remove the  Inventory  and other  Collateral  and  release  you from any and all
liability with respect to such entry or removal. We shall in case of default, if
you so request,  assemble and deliver the Inventory and other Collateral, at our
expense,  to a place to be  designated by you. We shall pay all of the costs you
incur in the  enforcement of any of our  obligations to you or the collection of
any  liabilities  owed  to you  by us,  including,  without  limitation,  costs,
expenses  and  reasonable  attorneys'  fees.  If any  notification  of  intended
disposition of any of the Inventory or other Collateral is required by law, such
notification  shall be deemed  reasonably  and properly  given if mailed by U.S.
certified mail return receipt requested or overnight delivery service with proof
of delivery at least ten (10) days before  such  disposition,  postage  prepaid,
addressed to us, either at our address shown in this Agreement, or at such other
address as we may have designated to you in writing.

         16. Any law, custom or usage to the contrary notwithstanding, you shall
have the right at all times to enforce  the  covenants  and  provisions  of this
Agreement  in strict  accordance  with the  terms  hereof,  notwithstanding  any
conduct or custom on your part in refraining from so doing at any time or times.
Your  failure  at any  time to  invoke  your  rights  under  the  covenants  and
provisions of this Agreement  strictly in accordance  with the same shall not be
construed  as  having  created a custom  in any way or  manner  contrary  to the
specific  terms  and  provisions  of this  Agreement  or as having in any way or
manner  modified,  altered  or waived  the same.  Time is of the  essence in our
performance  hereunder  and  under all other  agreements  with you.  All of your
remedies are cumulative and not  alternative,  and can be exercised in any order
and in any manner, separately or simultaneously, and from time to time until all
liabilities and obligations to you are satisfied in full.

         17. This  Agreement  may be assigned by you, but we may not assign this
Agreement without your prior written consent. If you assign this Agreement,  you
shall have no further obligation  hereunder.  All of your rights hereunder shall
inure to the benefit of your  successors  and  assigns  and all our  obligations
shall bind our successors and assigns. If there be more than one party obligated
to you under this  Agreement,  their  obligations  hereunder  shall be joint and
several,  and the terms "we" "us" or "our" as used  herein  shall  refer to them
jointly and severally.

         18. We  authorize  and  empower  you  or  your  employees,   agents  or
representatives,  on our behalf,  and in our name,  to  complete  and supply any
omission  or blank  spaces in  financing  statements  including  amendments  and
continuations  thereof  under the Code.  All of the foregoing may be executed in
such form and  substance as you in your sole  discretion  may deem  necessary or
proper.

         19. Our  officers,  by execution  hereof,  warrant and represent to you
that we are a duly formed  corporation  and are  qualified to do business in the
state(s) in which our place(s) of business is (are) located;  and, at a Board of
Directors  meeting duly  convened,  our officer(s)  were properly  authorized to
execute and deliver this Agreement and all other documents  whether hereunder or
otherwise; that the execution and delivery of this Agreement does not contravene
the Articles of Incorporation, By-Laws, or any agreement, document or instrument
to which we are a party or by the terms of which we are bound.

         20. Any provision or part thereof in this Agreement found upon judicial
interpretation  or  construction to be prohibited by law shall be ineffective to
the extent of such prohibition,  without  invalidating the remaining  provisions
hereof. All words used shall be understood and construed to be of such gender or
number as the circumstances may reasonably require.

         21. THIS AGREEMENT SHALL BE DEEMED EFFECTIVE WHEN ACCEPTED AND EXECUTED
BY YOU IN THE STATE OF RHODE ISLAND,  AND THIS  AGREEMENT  SHALL BE CONSTRUED IN
ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF RHODE ISLAND.

         22. AS  AN  INDEPENDENT   COVENANT,  WE  IRREVOCABLY  CONSENT  TO  THE
JURISDICTION  OF THE COURTS OF THE STATE OF RHODE  ISLAND IN ANY AND ALL ACTIONS
BETWEEN US WHETHER  UNDER THIS  AGREEMENT  OR  OTHERWISE  AND TO THE  SERVICE OF
PROCESS  THEREIN BY  CERTIFIED  MAIL,  RETURN  RECEIPT  REQUESTED,  TO US AT THE
ADDRESS AS SET FORTH HEREIN OR ON YOUR RECORDS, AND IRREVOCABLY WAIVE JURY TRIAL
AND THE RIGHT  THERETO IN ANY AND ALL  ACTIONS  BETWEEN US,  WHETHER  UNDER THIS
AGREEMENT OR OTHERWISE.

          WE  HEREBY  ACKNOWLEDGE  THAT WE HAVE READ AND  UNDERSTAND  ALL OF THE
TERMS AND PROVISIONS OF THIS AGREEMENT.

                  Intending to be legally bound, signed and delivered on January
31, 2002:

                             I-Sector Corporation
--------------------------------------------------------------------------------

                  (Corporate Name)


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

                  James H. Long
                  Chief Executive Officer

Attest:
       ----------------------------------------------------------------

                  Donald R. Chadwick,
                  Secretary



(CORPORATE SEAL)

                                    APPROVED AND ACCEPTED

                            TEXTRON FINANCIAL CORPORATION
                           (Secured Party)


                           BY:      _______________________________________


                           DATE:    _______________________________________



Tax ID#:  76-0515249

Filename:  DLSA broad