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                                                                 EXHIBIT 10.24

          AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
                         (BORROWING BASE)
                                 
THIS AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT (as amended, restated and 
supplemented from time to time, this "AGREEMENT") by and between 1ST TECH 
CORPORATION (1st "Tech"), a Delaware corporation, DARKHORSE SYSTEMS, 
INCORPORATED ("Darkhorse"), a Delaware corporation and TANISYS TECHNOLOGY, 
INC. ("Tanisys"), a Wyoming corporation (jointly and severally, "Borrowers" 
and each a "Borrower"); and THE CHASE MANHATTAN BANK, a New York state bank, 
("BANK", including Bank's predecessor by merger Chemical Bank, a New York 
state bank) is executed as of February 21, 1997 ("Effective Date").

PRELIMINARY STATEMENT.  1st Tech, Darkhorse, Tanisys and Bank entered into a 
Credit Agreement dated May 20, 1996 (as amended, "Prior Agreement"), and have 
agreed to amend and restate it in its entirety to, among other things, 
provide that Tanisys will be an additional Borrower; to provide for certain 
reductions in the amount of the Commitment and the advance rate on the 
Borrowing Base; to provide for waiver of certain financial covenant defaults; 
and to change a financial covenant.  The parties therefore agree as follows:

1.  THE LOANS.

REVOLVING CREDIT NOTE 1.1.A  Subject to the terms and conditions hereof, Bank 
agrees to make loans ("Loan" or " Loans") to any Borrower from time to time 
before the Termination Date, not to exceed at any one time outstanding the 
lesser of the Borrowing Base or the Maximum Amount ("Commitment").  Borrowers 
may borrow, repay and reborrow upon a Loan Request in Proper Form submitted 
by either Borrower.  Loans may only be used to finance accounts receivable 
and inventory from Borrowers' regular business operations.  Chapter 15 of the 
Texas Credit Code will not apply to this Agreement, the Note or any Loan.  
The Loans will be evidenced by, and will bear interest and be payable as 
provided in, Borrowers' promissory note dated the Effective Date (together 
with any and all renewals, extensions, modifications and replacements thereof 
and substitutions therefor, "Note"), given to replace and modify the 
$6,000,000.00 Revolving Credit Note executed by 1st Tech and Darkhorse 
executed and delivered to Bank as of the Prior Agreement Effective Date 
("Prior Note").  "TERMINATION DATE" means the earlier of (a) June 30, 1998; 
or (b) the date specified by Bank pursuant to SECTION 6.1 hereof

MAXIMUM AMOUNT OF COMMITMENT 1.1.B   The "Maximum Amount" of the Commitment 
shall be the amount determined as follows: (a) on the Effective Date the 
Maximum Amount is $6,000,000.00; and (b) at the close of business Friday, 
February 21, 1997, and at the close of business each Friday thereafter, the 
Maximum Amount shall be reduced by $250,000.00 below the value of the Maximum 
Amount immediately preceding such weekly reduction, UNTIL (c) the Maximum 
Amount shall have been reduced to $4,000,000.00, whereupon it shall not 
reduce further.

LETTERS OF CREDIT 1.1.C   Bank in its sole absolute discretion may issue 
sight draft commercial and/or standby letters of credit up to the day before 
the Termination Date for the account of Borrowers and in favor of such Person 
or Persons as may be designated by either Borrower upon an application 
substantially in the form of Bank's then current application and agreement 
therefor or other application acceptable to Bank ("APPLICATION"), duly 
completed and executed by either Borrower in Proper Form not less than two 
(2) Business Day(s) prior to the date on which the letter of credit is to be 
issued.  "LETTER OF CREDIT" means any Letter of Credit issued by Bank upon an 
Application of Borrowers.  No Letter of Credit shall have an expiry DATE 
later than a date 3 months from the Termination Date.  Letters of Credit may 
be commercial or standby.  "L/C OBLIGATIONS" means the sum of (a) the face 
amount of all outstanding Letters of Credit less any drawings that have been 
paid by Borrowers either with a Loan or other means acceptable to Bank and 
(b) any other amounts owing to Bank under the Applications not already 
included in (a).  Borrowers will pay a fee in an amount equal to the greater 
of: (a) (i) for commercial L/Cs, one percent (1.0%) per quarter or fraction 
thereof on the face amount of the Letter of Credit and (ii) for Standby L/Cs, 
three percent (3.0%) per annum or fraction thereof on the face amount of the 
Letter of Credit; and (b) Bank's minimum fee in effect on the issue date of 
the Letter of Credit.  The fee shall be paid to the Bank at its main offices 
to the attention of the Manager, Documentary Services Division prior to the 
issuance of the Letter of Credit.  Bank may at any time, but is not required 
to, make a Loan without prior notice to Borrowers to pay any drawing under a 
Letter of Credit and to pay any L/C Obligation.  Letters of Credit shall be 
for the purpose of financing trade credit extended to either Borrower in its 
regular course of business.  L/C Obligations shall never exceed $2,000,000.00 
("LETTER OF CREDIT SUBLIMIT").

BORROWING BASE 1.2:

     (a)  The BORROWING BASE on each Business Day is the "Total Availability 
on Accounts Receivable and Inventory" calculated in accordance with the 
Borrowing Base Certificate in Exhibit A, the "Accounts Receivable Loan 
Administration Procedures" ("Procedures") delivered by Bank to Borrower and 
incorporated herein by reference as if fully set forth, BUT PROVIDED, HOWEVER 
THAT to the extent that any provision of this Agreement and the Procedures 
shall be in conflict, the provisions of this Agreement shall be controlling.  
The Borrowing Base shall include only Accounts receivable of Borrower.  No 
inventory shall be included in the Borrowing Base.  (b) The calculations, 
definitions and other criteria set out in Exhibit A shall be subject to the 
following definitions and adjustments:

     (i)  The Advance Rate (the amount by which Net Eligible Receivables is 
          multiplied in the Borrowing Base Certificate) shall be determined
          as follows: (a) on the Effective Date the Advance Rate is 80%; and
          (b) at the close of business Friday, February 21, 1997, and at the 
          close of business each Friday thereafter, the Advance Rate shall be 
          reduced by 1% below the value of the Advance Rate immediately
          preceding such weekly reduction (e.g., to 79% on February 21, 1997),
          UNTIL (c) the Advance Rate shall have been reduced to 75%, whereupon
          it shall be reduced 1% per month until it reaches 70%.

     (ii) "Other" ineligible Accounts means all Accounts not subject to 
          Bank's first and prior lien and security interest and such assets 
          deemed form time to time to be, in the sole judgment of the Bank,
          ineligible for purposes of determining the Borrowing Base; Memo A/R 
          and Evaluation A/R shall be Ineligible Accounts.  "'Memo' and 
          'Evaluation' A/R" shall include all Accounts of the type typically 
          referred to as such by Borrower prior to the Effective Date, and any 
          accounts which do not represent payments finally earned or which 
          result from a sale subject to product evaluation by the buyer.
          Outstanding Loans, interest and fees counted against Total
          Availability on Accounts Receivable and Inventory shall use Bank's
          standard estimation provided by Bank to Borrower.

    (iii) In addition to the periodic reductions in the Accounts Advance 
          Factor set out in Exhibit A, each Accounts Advance Factor may be 
          increased or decreased by the Bank at any time and from time to time
          upon written notice to Borrower, in the reasonable exercise of Bank's
          sole underwriting discretion.  Without limiting the generality of the
          foregoing, Bank shall be deemed to have exercised reasonable
          discretion if it reduces the Accounts Advance Factor in reasonable
          proportion to increased dilution of Accounts which Bank believes
          exceeds 5% of the amount existing at the Effective Date of the
          Agreement.

REQUIRED PAYMENT 1.3  If the unpaid amount of the Loans and L/C Obligations 
on any Business Day exceeds the Commitment on such day (including any such 
excess resulting from scheduled reductions in the Maximum Amount and/or the 
Advance Rate), Borrowers shall make a payment on the Note in an amount 
sufficient to reduce the total unpaid principal balance of the Note to an 
amount no greater than the Commitment, such payment due and payable on the 
date such excess occurs, to accompany timely delivery of Borrowers' monthly 
Borrowing Base Report or Daily Collateral Certificate, as the case may be.  
If the balance on the Note is zero and the amount of L/C Obligations still 
exceeds the Commitment, Borrowers will promptly deliver cash collateral to 
Bank in an amount sufficient to eliminate such excess.

FACILITY FEES 1.4  Borrowers shall continue to pay an Administration Fee of 
$50,000 per annum payable in installments which began on the Prior Agreement 
Effective Date of this Agreement and continuing on the first date of each 
third month thereafter. Borrowers authorize Bank in its discretion and 
without prior notice to advance against the Commitment and Note to pay these 
fees when due.

PAST DUE AMOUNTS I.5  Each amount due to Bank in connection with the Loan 
Documents will bear interest from its due date until paid at the Highest 
Lawful Rate unless the applicable Loan Document provides otherwise.


                                   Page 1 of 7 Pages

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RATIFICATION AND CONFIRMATION OF SECURITY INTERESTS 1.6  Each Borrower 
confirms and ratifies each of the liens, security interests and other 
interests granted in each and all security agreements executed in connection 
with, related to, or securing the Prior Note and Prior Agreement ("Prior 
Obligations") as extending to and securing the Note, the Loans, Applications 
and L/C Obligations, including, but not limited to, each of those interests 
and liens described in the following listed Security Agreements.  The terms 
"secured indebtedness", "indebtedness secured hereby" and any similar 
reference in any Security Agreement include, but are not limited to, each and 
all indebtedness of all character and kind related to or evidenced by the 
Note, each Loan, Application and L/C Obligation or related to any other Loan 
Document.  "Security Agreements" includes the General Security Agreements 
executed and delivered, respectively, by 1st Tech and Darkhorse dated May 20, 
1996; the Security Agreement -Pledge of Certificate of Deposit and Assignment 
of Deposit Accounts executed and delivered by 1st Tech dated May 20, 1996; 
the Third Party Security Agreement - Pledge executed and delivered by Gary 
Pankonien dated May 20, 1996; and the Third Party Security Agreement -- 
Accounts And General Intangibles executed and delivered by Tanisys dated 
December 17, 1996.  Borrowers acknowledge that the Prior Agreement and 
certain of the Loan Documents executed in connection with the Prior Agreement 
were executed for Bank by an officer of Bank's affiliate Texas Commerce Bank 
National Association in accordance with Bank's instructions, and Bank and 
each Borrower hereby ratifies and confirms the Prior Agreement (subject to 
the amendment and restatement herein as of the Effective Date) and each of 
the other Loan Documents so executed.

LIMITED WAIVER -- PRIOR AGREEMENT COVENANTS 1.7  Borrowers have reported that 
their tangible net worth and ratio of adjusted EBITDA to interest expense for 
the period ending December 31, 1996 were each below the levels agreed to be 
maintained in the Prior Agreement, and have requested that such defaults be 
waived. Bank has agreed to waive the foregoing prior period defaults, for the 
specific instances described for those prior periods only, subject to the 
terms of this waiver provision.  This waiver is subject to the conditions and 
understandings that: (i) no other waivers are promised by the Bank; (ii) Bank 
understands the requested waivers to address all defaults as to covenants, 
representations and warranties known to Borrowers as of the Date of this 
Agreement, Borrower having represented that in all other respects no event of 
default has occurred and is continuing under the Prior Agreement or under 
this Agreement as of its execution; (iii) Borrower will not in any way rely 
upon the any future waiver of any default; and (iv) any future delay or 
election not to exercise rights by the Bank shall not be deemed any waiver of 
rights.  Bank's rights in the event of a default are set out in this 
Agreement, the Note and the other Loan Documents.  This provision is the only 
evidence of Bank's waiver.

2.  CONDITIONS PRECEDENT.

ALL LOANS AND L/C OBLIGATIONS 2.1  Bank is not obligated to make any Loan 
unless: (a) Bank has received the following, duly executed and in Proper 
Form: (1) a Request for Loan substantially in the form of the sample letter 
set out in Exhibit A not later than 11 am Central Time on the date (which 
shall be a Business Day) of the proposed Loan, or an Application for Letter 
of Credit as provided in section 1.1C, as the case may be; provided however, 
Bank may accept and act upon verbal advance requests received from a 
Borrower's representative reasonably believed by Bank to be authorized to 
make such requests, each such request to be confirmed in writing in Proper 
Form; (2) a Borrowing Base Report within the time required by this Agreement; 
and (3) such other documents as Bank reasonably may require; (b) no Event of 
Default exists; and (c) the making of the Loan is not prohibited by, or 
subjects Bank to any penalty or onerous condition under any Legal Requirement.

FIRST LOAN 2.2  In addition to the matters described in the preceding 
section, Bank will not be obligated to make the first Loan unless Bank has 
received all of the Loan Documents specified on ANNEX I in Proper Form.

3.  REPRESENTATIONS AND WARRANTIES.  To induce Bank to enter into this 
Agreement and to make Loans and create L/C Obligations, each Borrower 
represents and warrants as of the Effective Date, the date of each request 
for a Loan, and each presentation by any Borrower of any financial 
information, report, notice and certificate hereunder, that each of the 
following statements is and shall remain true and correct throughout the term 
of this Agreement:

ORGANIZATION AND STATUS 3.1  Each Borrower and Subsidiary of each Borrower is 
duly organized, validly existing and in good standing under the laws of the 
jurisdiction of its organization; has all power and authority to conduct its 
business as presently conducted, and is duly qualified to do business and in 
good standing in each jurisdiction in which the nature of the business 
conducted by it makes such qualification desirable. No Borrower has any 
Subsidiary other than those listed on ANNEX II and each Subsidiary is owned 
as set forth on ANNEX 11.  If any Borrower is subject to the Texas Revised 
Partnership Act ("TRPA"), Borrower agrees that Bank is not required to comply 
with Section 3.05(d) of TRPA and agrees that Bank may proceed directly 
against one or more partners or their property without first seeking 
satisfaction from partnership property.

FINANCIAL STATEMENTS 3.2  All financial statements delivered to Bank are 
complete and correct and fairly present, in accordance with generally 
accepted accounting principles, consistently applied ("GAAP") (or the other 
accounting basis specified herein, if expressly provided for in this 
Agreement), financial condition and results of operations as at the dates and 
for the periods indicated, on consolidated and consolidating bases.  If this 
Agreement provides for audited, reviewed or compiled financial statements, 
such service shall have been provided by an independent certified public 
accountant acceptable to Bank, and if audited statements are provided such 
statements shall be certified with an unqualified opinion in accordance with 
generally accepted auditing standards ("GAAS").  No material adverse change 
has occurred in the assets, liabilities, financial condition, business or 
affairs of any Borrower or any Subsidiary of any Borrower since the dates of 
such financial statements.  No Borrower or Subsidiary of any Borrower is 
subject to any instrument or agreement materially and adversely affecting its 
financial condition, business or affairs.

ENFORCEABILITY 3.3  The Loan Documents are legal, valid and binding 
obligations of the Parties enforceable in accordance with their respective 
terms, except as may be limited by bankruptcy, insolvency and other similar 
laws affecting creditors' rights generally.  The execution, delivery and 
performance of the Loan Documents have all been duly authorized by all 
necessary action; are within the power and authority of the Parties, do not 
and will not violate any Legal Requirement, the Organizational Documents of 
the Parties or any agreement or instrument binding or affecting the Parties 
or any of their respective Property.

COMPLIANCE 3.4  Each Borrower and each Subsidiary of each Borrower has filed 
all applicable tax returns and paid all taxes shown thereon to be due, except 
those for which extensions have been obtained and those which are being 
contested in good faith and for which adequate reserves have been 
established.  Each Borrower and each Subsidiary of each Borrower is in 
compliance with all applicable Legal Requirements and manages and operates 
(and will continue to manage and operate) its business in accordance with 
good industry practices.  No Borrower or Subsidiary of any Borrower is in 
default in the payment of any other indebtedness or under any agreement to 
which it is a party.  The Parties have obtained all consents of and 
registered with all Governmental Authorities or other Persons required to 
execute, deliver and perform the Loan Documents.

LITIGATION 3.5  Except as previously disclosed to Bank in writing, there is 
no litigation or administrative proceeding pending or, to the knowledge of 
any Borrower, threatened against, nor any outstanding judgment, order or 
decree affecting any Borrower or Subsidiary of any Borrower before or by any 
Governmental Authority.

TITLE AND RIGHTS 3.6  Each Borrower and Subsidiary of each Borrower has good 
and marketable title to its Property, free and clear of any Lien except for 
Liens permitted by this Agreement and the other Loan Documents.  Except as 
otherwise expressly stated in the Loan Documents or permitted by this 
Agreement, the Liens of the Loan Documents will constitute valid and 
perfected first and prior Liens on the Property described therein, subject to 
no other Liens whatsoever.  Each Borrower and Subsidiary of each Borrower 
possesses all permits, licenses, patents, trademarks and copyrights required 
to conduct its business.  All easements, rights-of-way and other rights 
necessary to maintain and operate each Borrower's Property have been obtained 
and are in full force and effect.

REGULATION U; BUSINESS PURPOSE 3.7  None of the proceeds of any Loan will be 
used to purchase or carry, directly or indirectly, any margin stock or for 
any other purpose which would make this credit a "purpose credit" within the 
meaning of Regulation U of the Board of Governors of the Federal Reserve 
System.  All Loans will be used for business, commercial, investment or other 
similar purpose and not primarily for personal, family, or household use or 
primarily for agricultural purposes as such terms are used in Chapter One of 
the Texas Credit Code.

                                   Page 2 of 7 Pages

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ENVIRONMENT 3.8  Each Borrower and Subsidiary of each Borrower have complied 
with applicable Legal Requirements in each instance in which any of them have 
generated, handled, used, stored or disposed of any hazardous or toxic waste 
or substance, on or off its premises (whether or not owned by any of them).  
No Borrower or Subsidiary of any Borrower has any material contingent 
liability for non-compliance with environmental or hazardous waste laws.  No 
Borrower or Subsidiary of any Borrower has received any notice that it or any 
of its Properly or operations does not comply with, or that any Governmental 
Authority is investigating its compliance with, any environmental or 
hazardous waste laws.

INVESTMENT COMPANY ACT/PUBLIC UTILITY HOLDING COMPANY ACT 3.9 No Borrower or 
Subsidiary of any Borrower is an "investment company" within the meaning of 
the Investment Company Act of 1940 or a "holding company" or an "affiliate" 
of a "holding company" or a "public utility" within the meaning of the Public 
Utility Holding Company Act of 1935, as amended.

STATEMENTS BY OTHERS 3.10  All statements made by or on behalf of any 
Borrower, Subsidiary of any Borrower or any other Party in connection with 
any Loan Document constitute the joint and several representations and 
warranties of all Borrowers hereunder.

NOTICE OF ACCOUNT DEBTORS 3.11  Borrower has sent to each Account Debtor 
written instructions in the form previously delivered and approved by Bank, 
to remit all payments and remittances in respect to the Accounts directly to 
the Lockbox.

4.  AFFIRMATIVE COVENANTS.  Each Borrower agrees to do, and if necessary 
cause to be done, and cause its Subsidiaries to do, each of the following:

CORPORATE FUNDAMENTALS 4.1  (a) Pay when due all taxes and governmental 
charges of every kind, including without limitation those upon franchises, 
income, profits or Property, unless and only to the extent that the same 
shall be contested in good faith and adequate reserves have been established 
therefor; (b) Renew and keep in full force and effect all licenses, permits 
and franchises; (c) Do all things necessary to preserve corporate existence 
and qualifications and rights in all jurisdictions where such qualification 
is necessary or desirable; (d) Comply with all applicable Legal Requirements; 
and (e) Protect, maintain and keep in good repair its Property and make all 
replacements and additions to Property as may be reasonably necessary to 
conduct business properly and efficiently.

INSURANCE 4.2  Maintain insurance with such reputable financially sound 
insurers, on such Property and personnel, in such amounts and against such 
risks as is customary with similar Persons or as may be reasonably required 
by Bank, and furnish Bank satisfactory evidence thereof promptly upon 
request.  These insurance provisions are cumulative of the insurance 
provisions of the other Loan Documents.  Bank will be named as a beneficiary, 
loss payee or additional insured of such insurance as its interest may appear 
and Borrowers will provide Bank with copies of the policies of insurance and 
a certificate of the insurer that the insurance required by this section may 
not be canceled, reduced or affected in any manner without 30 days' prior 
written notice to Bank.

FINANCIAL INFOrMATION/BORROWING BASE REPORT 4.3  Each Borrower will furnish 
to Bank in Proper Form: (a) the scheduled financial information, reports and 
certificates set out in EXHIBIT B, within the times agreed to therein and 
certified by the president or chief financial officer of the reporting 
entity; (b) promptly after such request is submitted to the appropriate 
Governmental Authority, any request for waiver of funding standards or 
extension of amortization periods with respect to any employee benefit plan; 
(c) copies of special audits, studies, reports and analyses prepared for the 
management of such Borrower by outside parties and (d) such other information 
relating to the financial condition and affairs of any Borrower and 
guarantors and their Subsidiaries as Bank may request from time to time in 
its discretion.

MATTERS REQUIRING NOTICE 4.4  Notify Bank immediately, upon acquiring 
knowledge of (a) the institution or threatened institution of any lawsuit or 
administrative proceeding which, if adversely determined, might adversely 
affect any Borrower; (b) any material adverse change in the assets, 
liabilities, financial condition, business or affairs of any Borrower; (c) 
any Event of Default; or (d) any reportable event or any prohibited 
transaction in connection with any employee benefit plan.

INSPECTION 4.5  Permit Bank and its affiliates to inspect and photograph its 
Properly, to examine and copy its files, books and records, and to discuss 
its affairs with its officers and accountants, at such times and intervals 
and to such extent as Bank reasonably desires.

ASSURANCES 4.6  Promptly execute and deliver any and all further agreements, 
documents, instruments, and other writings that Bank may request to cure any 
defect in the execution and delivery of any Loan Document or more fully to 
describe particular aspects of the agreements set forth or intended to be set 
forth in the Loan Documents.

CERTAIN CHANGES 4.7  Notify Bank at least 30 days prior to the date that any 
of the Parties changes its name or the location of its chief executive office 
or principal place of business or the place where it keeps its books and 
records or the location of any of the Collateral.

EXHIBIT B 4.8  Comply with each of the other affirmative covenants set forth 
in EXHIBIT B.

LANDLORD'S RESERVE 4.9  Maintain an investment deposit account with Bank in 
an amount equal to no less than 4 times the amount of the monthly rental for 
each location of Borrower for which Bank does not have a Landlord's waiver in 
proper form ("Landlord's Reserve").  The investment time deposit shall not be 
pledged to any person and Bank shall have the right to use such amounts to 
pay any rent owed by Borrower.

LOCKBOX PROCESSING AGREEMENT/COLLECTION ACCOUNT 4.10 A.  (i) Establish a 
deposit account maintained by Texas Commerce styled "_____ [name of Borrower] 
 _______ Borrowing Base Accounts Receivable" ("Collection Account") at such 
Borrower's sole expense into which all revenues, money checks and income, 
howsoever evidenced, received by such Borrower and its subsidiaries will be 
deposited; (ii) Execute and deliver a lockbox processing agreement (which may 
take the form of an addendum to the Texas Commerce Treasury Management 
Services Agreement) between such Borrower, Bank and Texas Commerce ("Lockbox 
Processing Agreement") in Proper Form, provided however that should there be 
a conflict between the terms of this Agreement and the Lockbox Processing 
Agreement or the Terrns and Conditions of the Collection Account, the terms 
of this Agreement shall govern; (iii) Deliver, or cause to be delivered, 
directly to the Bank for deposit to the Collection Account, all revenues, 
monies, checks, drafts income and proceeds of Accounts received by such 
Borrower or by others on behalf of such Borrower with such collections on the 
Accounts accompanied by sufficient information to identify the invoice to 
which such collections relate; (iv) Cause each Account Debtor to make all 
payments due to such Borrower by check payable to such Borrower and to mail 
or deliver the checks to the Lockbox, for deposit to the Collection Account; 
(v) Take all action as Bank may request to permit Bank to have continuous 
domain and control over the Lockbox and Collection Account.  B. COLLECTION 
ACCOUNT: Bank shall have full right and authority at any time to notify and 
direct any Account Debtor to deliver all payments directly to Bank for 
deposit into the Collection Account.  Bank shall have the sole right to make 
withdrawals from, and to administer the Collection Account.  Any collections 
on account of any Accounts received directly by such Borrower or any 
subsidiary of such Borrower shall be received in trust for the benefit of 
Bank, segregated from other funds of such Borrower and paid over to Bank in 
same form as received with any endorsement to be held in the Collection 
Account.  Bank shall be entitled to daily apply all collected deposits in the 
Collection Account first to the principal amount of the Loans then to 
interest on the Loans then to fees and expenses and other amounts owing to 
Bank and any excess after such application shall be maintained in the 
Collection Account.  C. POWER OF ATTORNEY. Each Borrower hereby appoints Bank 
as such Borrower's attorney-in-fact and grants Bank full right and authority: 
(a) at all times during the term of this Agreement, to supply any necessary 
endorsement signature of any Borrower on checks, drafts and any other form of 
payment received, including endorsing such Borrower's name thereon as 
appropriate and to forward such items for collection in normal course and 
deposit the proceeds thereof, and on any invoice or bill of lading related to 
any Collateral, (b) after the occurrence of an Event of Default which is 
continuing, to notify the U.S. Postal Service and any other person to change 
address for delivery of any Borrower's mail to such address as may be 
designated by Bank; and (c) to do all such other acts and things in the name 
of Borrower reasonably necessary or convenient to assuring Bank the full 
benefit of the provisions of this section 4.10.  This power of attorney is 
irrevocable, shall survive the dissolution or liquidation of such Borrower, 
and is deemed coupled with an interest.  This power of attorney shall 
terminate only at such time as all Obligations have been paid in full.  
Termination of the power of attorney shall not affect the validity of any 
acts performed by the Bank pursuant to the power of attorney prior to 
termination. This power of attorney evidences rights which are cumulative 
with all other rights granted in all other Loan Documents, and is entitled in 
all respects to the indemnity appearing in section 7.8.  D. GRANT OF


                                   Page 3 of 7 Pages

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SECURITY INTEREST.  Each Borrower assigns and pledges to Bank, and grants to 
Bank a security interest in, all of such Borrower's right, title and interest 
in and to the Collection Account, and all certificates and instruments, if 
any, from time to time representing or evidencing the Collection Account; and 
all proceeds of any and all of the foregoing.  E. OPERATING ACCOUNTS.  Each 
Borrower shall maintain all of its operating accounts with Bank or Texas 
Commerce, except accounts with balances never exceeding $25,000.00 at 
locations not served by either such bank.

5.  NEGATIVE COVENANTS.  Except as expressly permitted on Exhibit B, no 
Borrower or Subsidiary of Borrower will:

INDEBTEDNESS 5.1  Create, incur, or permit to exist, or assume or guarantee, 
directly or indirectly, or become or remain liable with respect to, any 
Indebtedness, contingent or otherwise unless there is a permitted amount set 
forth in EXHIBIT B, EXCEPT:  (a) Indebtedness to Bank, or secured by Liens 
permitted by this Agreement, or otherwise approved in writing by Bank, and 
renewals and extensions (but not increases) thereof; and (b) current accounts 
payable and unsecured current liabilities, not the result of borrowing, to 
vendors, suppliers and Persons providing services, for expenditures for goods 
and services normally required by it in the ordinary course of business and 
on ordinary trade terms.

LIENS 5.2  Create or permit to exist any Lien upon any of its Property now 
owned or hereafter acquired, or acquire any Property upon any conditional 
sale or other title retention device or arrangement or any purchase money 
security agreement; or in any manner directly or indirectly sell, assign, 
pledge or otherwise transfer any of its accounts or other Property, EXCEPT: 
(a) Liens, not for borrowed money, arising in the ordinary course of 
business, (b) Liens for taxes not delinquent or being contested in good faith 
by appropriate proceedings; (c) Liens in effect on the date hereof and 
disclosed to Bank in writing, so long as neither the indebtedness secured 
thereby nor the Properly covered thereby increases, and (d) Liens in favor of 
Bank, or otherwise approved in writing by Bank.  Notwithstanding anything to 
the contrary herein, no Borrower or Subsidiary of Borrower will permit any 
Lien on any inventory that secures the Loans and L/C Obligations unless Bank 
shall provide Borrower with Bank's prior written consent.

FINANCIAL AND OTHER COVENANTS 5.3  Fail to comply with the required financial 
covenants and other covenants described, and calculated as set forth, in 
EXHIBIT B,  Unless otherwise provided on EXHIBIT B, all such amounts and 
ratios will be calculated: (a) on the basis of GAAP; and (b) on a 
consolidated basis.  Compliance with the requirements of EXHIBIT B will be 
determined as of the dates of the financial statements to be provided to Bank.

CORPORATE CHANGES 5.4  In any single transaction or series of transactions, 
directly or indirectly: (a) liquidate or dissolve; (b) be a party to any 
merger or consolidation; (c) sell or dispose of any interest in any 
Subsidiary, or permit any Subsidiary to issue any additional equity other 
than to a Borrower; (d) sell, convey or lease all or any substantial part of 
its assets, EXCEPT for sale of inventory in the ordinary course of business; 
or (e) permit any change in ownership of any Borrower.

RESTRICTED PAYMENTS 5.5  At any time: (a) redeem, retire or otherwise 
acquire, directly or indirectly, any shares of its capital stock or other 
equity interest; (b) declare or pay any dividend (EXCEPT stock dividends and 
dividends paid to another Borrower); or (c) make any other distribution or 
contribution of any Property or cash or obligation to owners of an equity 
interest in their capacity as such.

NATURE OF BUSINESS; MANAGEMENT 5.6  Change the nature of its business or 
enter into any business which is substantially different from the business in 
which it is presently engaged, or permit any material change in its 
management.

AFFILIATE TRANSACTIONS 5.7  Enter into any transaction or agreement with any 
Affiliate except upon terms substantially similar to those obtainable from 
wholly unrelated sources.

SUBSIDIARIES 5.8  Form, create or acquire any Subsidiary.

LOANS AND INVESTMENTS 5.9  Make any advance, loan, extension of credit, or 
capital contribution to or investment in, or purchase, any stock, bonds, 
notes, debentures, or other securities of, any Person, except: (a) readily 
marketable direct obligations of the United States of America or any agency 
thereof with maturities of one year or less from the date of acquisition; (b) 
fully insured certificates of deposit with maturities of one year or less 
from the date of acquisition issued by any commercial bank operating in the 
United States of America having capital and surplus in excess of 
$50,000,000.00; and (c) commercial paper of a domestic issuer if at the time 
of purchase such paper is rated in one of the two highest rating categories 
of Standard and Poor's Corporation or Moody's Investors Service.

CHANGE IN LOCKBOX 5.10  Instruct or otherwise permit any Account Debtor to 
remit payments to any account, lockbox or other location other than the 
Lockbox.

6.  EVENTS OF DEFAULT AND REMEDIES. EVENTS OF DEFAULT 6.1  Each of the 
following is an "EVENT OF DEFAULT": 

(a) Any Obligor fails to pay any principal of or interest on any Note or any 
other obligation under any Loan Document as and when due; or 

(b) Any Obligor or any Subsidiary of any Borrower fails to pay at maturity, 
or within any applicable period of grace, any principal of or interest on any 
other borrowed money obligation or fails to observe or perform any term, 
covenant or agreement contained in any agreement or obligation by which it is 
bound; or

(c) Any representation or warranty made in connection with any Loan Document 
was incorrect, false or misleading when made; or 

(d) Any Obligor violates any covenant contained in any Loan Document; or 

(e) An event of default occurs under any other Loan Document; or 

(f) Final judgment for the payment of money is rendered against Obligor or 
any Subsidiary of any Borrower and remains undischarged for a period of 30 
days during which execution is not effectively stayed; or 

(g) The sale, encumbrance or abandonment (except as otherwise expressly 
permitted by this Agreement) of any of the Collateral or the making of any 
levy, seizure, garnishment, sequestration or attachment thereof or thereon; 
or the loss, theft, substantial damage, or destruction of any material 
portion of such Property; or 

(h) Any order is entered in any proceeding against any Borrower or any 
Subsidiary of any Borrower decreeing the dissolution, liquidation or split-up 
thereof, and such order shall remain in effect for 30 days; or 

(i) Any Obligor or any subsidiary of any Borrower makes a general assignment 
for the benefit of creditors or shall petition or apply to any tribunal for 
the appointment of a trustee, custodian, receiver or liquidator of all or any 
substantial part of its business, estate or assets or shall commence any 
proceeding under any bankruptcy, insolvency, dissolution or liquidation law 
of any jurisdiction, whether now or hereafter in effect; or any such petition 
or application shall be filed or any such proceeding shall be commenced 
against any Obligor or any subsidiary of any Borrower and the Obligor or such 
subsidiary by any act or omission shall indicate approval thereof, consent 
thereto or acquiescence therein, or an order shall be entered appointing a 
trustee, custodian, receiver or liquidator of all or any substantial part of 
the assets of any Obligor or any subsidiary of any Borrower or granting 
relief to any Obligor or any subsidiary of any Borrower or approving the 
petition in any such proceeding, and such order shall remain in effect for 
more than 30 days; or any Obligor or any subsidiary of any Borrower shall 
fail generally to pay its debts as they become due or suffer any writ of 
attachment or execution or any similar process to be issued or levied against 
it or any substantial part of its property which is not released, stayed, 
bonded or vacated within 30 days after its issue or levy; or 

(j) Any Obligor or any Subsidiary of any Borrower conceals or removes any 
part of its Property, with intent to hinder, delay or defraud any of its 
creditors, makes or permits a transfer of any of its Property which may be 
fraudulent under any bankruptcy, fraudulent conveyance or similar law; or 
makes any transfer of its Property to or for the benefit of a creditor at a 
time when other creditors similarly situated have not been paid; or

(k) A material adverse change occurs in the assets, liabilities, financial 
condition, business or affairs of any Obligor or any Subsidiary of Borrower; 
or 

(l) Any change occurs in the ownership of Borrower; or 

(m) Any individual Obligor dies or any Obligor that is not an individual 
dissolves.

If any Event of Default occurs, then Bank may do any or all of the following: 
(1) declare the Obligations to be immediately due and payable without notice 
of acceleration or of intention to accelerate, presentment and demand or 
protest, all of which are hereby expressly waived; (2) without notice to any 
Obligor, terminate the Commitment and accelerate the Termination Date; (3) 
set off, in any order, against the indebtedness of any Borrower under


                                   Page 4 of 7 Pages

<PAGE>


the Loan Documents any debt owing by Bank to any Borrower (whether such debt 
is owed individually or jointly), including, but not limited to, any deposit 
account, which right is hereby granted by each Borrower to Bank; and (4) 
exercise any and all other rights pursuant to the Loan Documents, at law, in 
equity or otherwise.

REMEDIES CUMULATIVE 6.2  No remedy, right or power of Bank is exclusive of 
any other remedy, right or power now or hereafter existing by contract, at 
law, in equity, or otherwise, and all remedies, rights and powers are 
cumulative.

7.  MISCELLANEOUS.

NO WAIVER 7.1  No waiver of any default or Event of Default will be a waiver 
of any other default or Event of Default.  No failure to exercise or delay in 
exercising any right or power under any Loan Document will be a waiver 
thereof, nor shall any single or partial exercise of any such right or power 
preclude any further or other exercise thereof or the exercise of any other 
right or power.  The making of any Loan during either the existence of any 
default or Event of Default, or subsequent to the occurrence of an Event of 
Default will not be a waiver of any such default or Event of Default.  No 
amendment, modification or waiver of any Loan Document will be effective 
unless the same is in writing and signed by the Person against whom such 
amendment, modification or waiver is sought to be enforced.  No notice to or 
demand on any Person shall entitle any Person to any other or further notice 
or demand in similar or other circumstances.

NOTICES 7.2  All notices required under the Loan Documents shall be in 
writing and either delivered against receipt therefor, or mailed by 
registered or certified mail, return receipt requested, in each case 
addressed to the address shown on the signature page hereof or to such other 
address as a party may designate.  Except for the notices required by SECTION 
2.1, which shall be given only upon actual receipt by Bank, notices shall be 
deemed to have been given (whether actually received or not) when delivered 
(or, if mailed, on the next Business Day).

GOVERNING LAW AND JURISDICTION 7.3  (a) THIS AGREEMENT AND THE NOTES SHALL BE 
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW 
YORK (WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES); PROVIDED THAT THE BANK 
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY 
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR 
OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION 
AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS AND THE BANK CONSENTS, 
FOR ITSELF AND IN RESPECT OF ITS PROPERTY TO THE NON-EXCLUSIVE JURISDICTION 
OF WHOSE COURTS.  EACH OF THE BORROWERS AND THE BANK IRREVOCABLY WAIVES ANY 
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE 
GROUNDS OF FORUM NON CONVENIENS WHICH IT MAY NOW OR HEREAFTER HAVE TO THE 
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS 
AGREEMENT OR ANY DOCUMENT RELATED HERETO.  EACH BORROWER

HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS THE PRENTICE HALL 
CORPORATION SYSTEM, INC., WITH OFFICES ON THE DATE HEREOF AT 15 COLUMBUS 
CIRCLE, NEW YORK, NEW YORK 10023 AS ITS DESIGNEE, APPOINTEE AND AGENT TO 
RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF AND IN RESPECT OF ITS 
PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND 
DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.  IF FOR ANY 
REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT 
AS SUCH, EACH BORROWER AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND 
AGENT IN NEW YORK ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION 
SATISFACTORY TO THE BANK.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH 
BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF 
THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF 
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS 
ADDRESS SET FORTH IN THE LOAN DOCUMENTS, SUCH SERVICE TO BECOME EFFECTIVE TEN 
DAYS AFTER SUCH MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE BANK 
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE ANY 
PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH BORROWER IN ANY OTHER 
JURISDICTION.  EACH BORROWER AND THE BANK EACH WAIVE PERSONAL SERVICE OF ANY 
SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS 
PERMITTED BY NEW YORK LAW.

WAIVER OF JURY TRIAL 7.4  EACH BORROWER AND THE BANK EACH WAIVE THEIR 
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED 
UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS 
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING 
OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY 
OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER 
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH BORROWER 
AND THE BANK EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED 
BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE PARTIES 
FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY 
OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING 
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY 
OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR 
THEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, 
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

SURVIVAL; PARTIES BOUND; TERM OF AGREEMENT 7.5  (a) All representations, 
warranties, covenants and agreements made by or on behalf of each Borrower in 
connection with the Loan Documents will survive the execution and delivery of 
the Loan Documents; will not be affected by any investigation made by any 
Person, and will bind Borrower and the successors, trustees, receivers and 
assigns of each Borrower and will benefit the successors and assigns of Bank; 
PROVIDED that Bank's agreement to make Loans to Borrowers will not inure to 
the benefit of any successor or assign of any Borrower.  Except as otherwise 
provided herein, the term of this Agreement will be until the later of the 
final maturity of the Note and the full and final payment of all Obligations 
and all amounts due under the Loan Documents.  (b) Borrowers shall be 
entitled to terminate the Commitment by written notice to Bank, which notice 
shall become effective as to the accrual of fees payable hereunder upon the 
happening of the latest of (i) 30 days after Bank's receipt of such notice; 
and (ii) repayment in full of all amounts outstanding under the Note and 
otherwise under the Agreement.

DOCUMENTARY MATTERS 7.6  This Agreement may be executed in several identical 
counterparts, on separate counterparts; each counterpart will constitute an 
original instrument, and all separate counterparts will constitute but one 
and the same instrument. The headings and captions in the Loan Documents have 
been included solely for convenience and should not be considered in 
construing the Loan Documents.  If any provision of any Loan Document is 
invalid, illegal or unenforceable in any respect under any applicable law, 
the remaining provisions will remain effective.  The Loans and L/C 
Obligations and all other obligations and indebtedness of Borrower to Bank 
are entitled to the benefit of the Loan Documents.

EXPENSES AND FEES 7.7  Any provision to the contrary notwithstanding, and 
whether or not the transactions contemplated by this Agreement are 
consummated, Borrowers agree to pay on demand all out-of-pocket expenses 
(including, without limitation, the fees and expenses of counsel for Bank) in 
connection with the negotiation, preparation, execution, filing, recording, 
modification, supplementing and waiver of the Loan Documents and the making, 
servicing and collection of the Loans and L/C Obligations. Borrower agrees to 
pay Bank's standard (i) Documentation Preparation and Processing Fee for 
preparation, negotiation and handling of this Agreement; (ii) lockbox 
processing fees as provided for in the separate agreement therefor; (iii) 
account maintenance fees for the Collection Account; (iv) any expenses of 
collection or other expenses incurred by Bank in connection with the 
maintenance of the Collection Account, shall be reimbursed by Borrowers to 
Bank at customary fee rates charged by the Bank for the services.  In 
consideration of Bank's services of collecting the Accounts hereunder and 
monitoring and examining the Borrowing Base, Borrowers agree to pay Bank the 
Administration Fee provided for in Section 1.4.  Bank may obtain 
reimbursement by causing other depository accounts of either Borrower at Bank 
to be charged from time to time therefor.  The obligations of Borrowers under 
this and the following section will survive the termination of this Agreement 
but the accrual of periodic fees accrued during the existence of the 
Commitment shall be subject to the termination provisions in Section 7.4.  

                                   Page 5 of 7 Pages


<PAGE>

Each Borrower authorizes Bank in its discretion and without prior notice to 
advance against the Commitment and Note to pay any or all such fees, expenses 
and other such Obligations when due.

INDEMNIFICATION 7.8  EACH BORROWER AGREES TO INDEMNIFY, DEFEND AND HOLD BANK 
HARMLESS FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, OBLIGATION, DAMAGE, 
PENALTY, JUDGMENT, CLAIM, DEFICIENCY AND EXPENSE (INCLUDING INTEREST, 
PENALTIES, ATTORNEYS' TEES AND AMOUNTS PAID IN SETTLEMENT) TO WHICH BANK MAY 
BECOME SUBJECT ARISING OUT OF OR BASED UPON THE LOAN DOCUMENTS, ANY LOAN, OR 
THE RECEIPT, HANDLING, PAYMENT AND APPLICATION OF THE MONIES RECEIVED IN 
CONNECTION WITH THE COLLECTION ACCOUNT, INCLUDING THAT RESULTING FROM BANK'S 
OWN NEGLIGENCE, EXCEPT AND TO THE EXTENT CAUSED BY BANK'S GROSS NEGLIGENCE OR 
WILLFUL MISCONDUCT.

USURY NOT INTENDED 7.9  Borrowers and Bank intend to conform strictly to 
applicable usury laws.  Therefore, the total amount of interest (as defined 
under applicable law) contracted for, charged or collected under this 
Agreement or any other Loan Document will never exceed the Highest Lawful 
Rate.  If Bank contracts for, charges or receives any excess interest, it 
will be deemed a mistake.  Bank will automatically reform the Loan Document 
or charge to conform to applicable law, and if excess interest has been 
received, Bank will either refund the excess to Borrowers or credit the 
excess on any unpaid principal amount of the Note or any other Loan Document. 
 All amounts constituting interest will be spread throughout the full term of 
the Loan Document or applicable Note in determining whether interest exceeds 
lawful amounts.

RIGHTS OF BORROWER AND BANK 7.10  Bank has not exercised any control, and 
Bank shall not exercise any control, over Borrowers in the determination of 
which of Borrowers' creditors Borrower will pay or which payments any 
Borrower will make in the ordinary course of any Borrower's business.  Each 
Borrower, alone, shall exercise such judgment and determination.  Nothing 
contained herein, however, shall, in any manner, affect, limit or impair the 
rights or remedies of Bank under this Agreement or any other Loan Documents 
as otherwise provided by applicable law, whether with regard to realization 
on the Collateral, rights of set off, compensation or otherwise.

PARTICIPATION; SETOFF 7.11  Borrowers and Bank acknowledge and agree that 
Bank, in Bank's sole discretion, may assign its interest or sell 
partcipation(s)) in the Loans and Note to third parties, including without 
limitation Texas Commerce, without consent of or notice to Borrowers.

Borrowers and Bank agree that each such participant shall be treated, to the 
extent of its pro rata interest in Borrowers' indebtedness, as if it were a 
party thereto, and shall be accorded and is hereby granted the right of 
setoff against any deposits, credit balances, or other funds of each Borrower 
which are or may be in its possession (without regard to maturity, tenor or 
other elements of otherwise mutual indebtedness).

NO COURSE OF DEALING 7.9  NO COURSE OF DEALING BY ANY BORROWER WITH BANK, NO 
COURSE OF PERFORMANCE AND NO TRADE PRACTICES OR OTHER EXTRINSIC EVIDENCE OF 
ANY NATURE MAY BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF 
THIS AGREEMENT.

8.  DEFINITIONS.  Unless He context otherwise requires, capitalized terms 
used in Loan Documents and not defined elsewhere shall have the meanings 
provided by GAAP, except as follows:

ACCOUNTS shall have the meaning assigned 
to it in the Uniform Commercial Code applicable to this Agreement.

AFFILIATE means, as to any Person, any other Person (a) that directly or 
indirectly, through one or more intermediaries, controls or is controlled by, 
or is under common control with, such Person; (b) that directly or indirectly 
beneficially owns or holds five percent (5%) or more of any class of voting 
stock of such Person; or (c) five percent (5%) or more of the voting stock of 
which is directly or indirectly beneficially owned or held by the Person in 
question.  The term "control" means to possess, directly or indirectly, the 
power to direct the management and policies of a Person, whether through the 
ownership of voting securities, by contract, or otherwise.  Bank is not under 
any circumstances to be deemed an Affiliate of any Borrower or any of its 
Subsidiaries.

AUTHORITY DOCUMENTS means certificates of authority to transact business, 
certificates of good standing, borrowing resolutions (with secretary's 
certificate), secretary's certificates of incumbency, and other documents 
which empower and enable any Borrower or its representatives to enter into 
agreements evidenced by Loan Documents or evidence such authority. 

ACCOUNTS means all accounts as such term is defined in the Uniform Commercial 
Code.

ACCOUNT DEBTOR means any person in any way obligated on or in connection with 
any Account.

BUSINESS DAY means a day when the main office of Bank is open for the conduct 
of commercial lending business. 

COLLATERAL means all Property, tangible or intangible, real, personal or 
mixed, now or hereafter subject to Security Documents, or intended so to be.

CORPORATION means corporations, partnerships, limited liability companies, 
joint ventures, joint stock associations, associations, banks, business 
trusts and other business entities. 

GOVERNMENT ACCOUNTS means receivables owed by the U.S. government or by the 
government of any state, county, municipality, or other political subdivision 
as to which Bank's security interest or ability to obtain direct payment of 
the proceeds is governed by any federal or state statutory requirements other 
than those of the Uniform Commercial Code, including, without limitation, the 
Federal Assignment of Claims Act of 1940, as amended.

GOVERNMENTAL AUTHORITY means any foreign governmental authority, the United 
States of America, any state of the United States and any political 
subdivision of any of the foregoing, and any agency, department, commission, 
board, bureau, court or other tribunal having jurisdiction over Bank or any 
Obligor, or any Subsidiary of any Borrower or their respective Property.

HIGHEST LAWFUL RATE means the maximum nonusurious rate of interest permitted 
to be charged by applicable Federal or state law (whichever permits the 
higher lawful rate) from time to time in effect.  If (notwithstanding the 
election of the parties as to choice of law herein) Chapter One of the Texas 
Credit Code establishes the Highest Lawful Rate, the Highest Lawful Rate is 
the "indicated rate ceiling" as defined in that Chapter. 

INDEBTEDNESS means and include (a) all items which in accordance with GAAP 
would be included on the liability side of a balance sheet on the date as of 
which Indebtedness is to be determined (excluding capital stock, surplus, 
surplus reserves and deferred credits), (b) all guaranties, endorsements and 
other contingent obligations in respect of, or any obligations to purchase or 
otherwise acquire, Indebtedness of others, and (c) all Indebtedness secured 
by any Lien existing on any interest of the Person with respect to which 
indebtedness is being determined, in Property owned subject to such Lien, 
whether or not the Indebtedness secured thereby has been assumed.

INVENTORY shall have the meaning assigned to it in the Uniform Commercial 
Code applicable to this Agreement.

LEGAL REQUIREMENT means any law, ordinance, decree, requirement, order, 
judgment, rule, regulation (or interpretation of any of the foregoing) of, 
and the terms of any license or permit issued by, any Governmental Authority.

LIEN shall mean any mortgage, pledge, charge, encumbrance, security interest, 
collateral assignment or other lien or restriction of any kind, whether based 
on common law, constitutional provision, statute or contract.

LOAN DOCUMENTS means this Agreement, the agreements, the Notes, Applications, 
documents, instruments and other writings contemplated by this Agreement or 
listed on Annex I, all other assignments, deeds, guaranties, pledges, 
instruments, certificates and agreements now or hereafter executed or 
delivered to the Bank pursuant to any of the foregoing, and all amendments, 
modifications, renewals, extensions, increases and rearrangements of, and 
substitutions for, any of the foregoing. 

LOCKBOX means the postal lockbox(s) maintained by Texas Commerce Bank 
National Association (Lockbox #_____ and #_____) into which Borrowers directs 
Account Debtors to make payment and remittance in respect to Accounts. 

OBLIGATIONS means all principal, interest and other amounts which are or 
become owing under this Agreement, the Note, any Application or any other 
Loan Document. OBLIGOR means each Borrower and any guarantor, surety, 
co-signer, general partner or other person who may now or hereafter be 
obligated to pay all or any part of the Obligations. 

ORGANIZATIONAL DOCUMENTS means, with respect to a corporation, the 
certificate of incorporation, articles of incorporation and bylaws of such 
corporation; with respect to a limited liability company, the articles of 
organization, regulations and other documents establishing such entity, with 
respect to a partnership, joint venture, or trust, the agreement, certificate 
or instrument establishing such entity; in each case including all 
modifications and supplements thereof as of the date of the Loan Document 
referring to such Organizational Document and any and all future 
modifications thereof which are consented to by Bank.

PARTIES means all Persons other than Bank executing any Loan Document.

PERSON means any individual, Corporation, trust, unincorporated organization, 
Governmental Authority or any other form of entity.

                                   Page 6 of 7 Pages

<PAGE>

PROPER FORM means in form and substance satisfactory to the Bank.

PROPERTY means any interest in any kind of property or asset, whether real, 
personal or mixed, tangible or intangible.

SECURITY DOCUMENTS means those Security Agreements listed on ANNEX I and all 
supplements, modifications, amendment, extensions thereof and all other 
agreements hereafter executed and delivered to Bank to secure the Loans and 
L/C Obligations. 

SUBORDINATED DEBT means any Indebtedness subordinated to Indebtedness due 
Bank pursuant to a written subordination agreement in Proper Form by and 
among Bank, subordinated creditor and the relevant Borrower which at a 
minimum must prohibit: (a) any action by subordinated creditor which will 
result in an occurrence of an Event of Default or default under this 
Agreement, the subordination agreement or the subordinated Indebtedness; and 
(b) upon the happening of any Event of Default or default under any Loan 
Document, the subordination agreement, or any instrument evidencing the 
subordinated Indebtedness (i) any payment of principal and interest on the 
subordinated Indebtedness; (ii) any act to compel payment of principal or 
interest on subordinated Indebtedness; and (iii) any action to realize upon 
any Property securing the subordinated Indebtedness. 

SUBSIDIARY means, as to a particular parent Corporation, any Corporation of 
which 50% or more of the indicia of equity rights is at the time directly or 
indirectly owned by such parent Corporation or by one or more Persons 
controlled by, controlling or under common control with such parent 
Corporation.

THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN BANK AND 
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, 
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF BANK AND THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN BANK AND THE PARTIES.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
Effective Date.

BORROWER:  1ST TECH CORPORATION

By:  /S/ MARK C. HOLLIDAY                    
     ----------------------------------------------------------------
Name:     Mark C. Holliday
Title:    Chairman and CEO
Address:  12201 Technology Boulevard, Suite 130, Austin, Texas 78727

BORROWER: DARKHORSE SYSTEMS, INCORPORATED

By:  /S/ MARK C. HOLLIDAY                    
     ----------------------------------------------------------------
Name:     Mark C. Holliday
Title:    Chairman and CEO
Address:  12201 Technology Boulevard, Suite 130, Austin, Texas 78727

BORROWER: TANISYS TECHNOLOGY, INC.

By:  /S/ MARK C. HOLLIDAY                    
     ----------------------------------------------------------------
Name:     Mark C. Holliday
Title:    Chairman and CEO
Address:  12201 Technology Boulevard, Suite 130, Austin, Texas 78727

BANK: THE CHASE MANHATTAN BANK

By:  /S/ GEORGE LOUIS MCKINLEY                    
     ----------------------------------------------------------------
Name:     George Louis McKinley
Title:    Vice President
Address:  633 Third Ave., NY, New York

EXHIBITS:
A    ACCOUNTS RECEIVABLE LOAN ADMINISTRATION PROCEDURES
B    RPORTING REQUIREMENTS, FINANCIAL COVENANTS
C    LOCKBOX PROCESSING AGREEMENT


ANNEXES:
I    LOAN DOCUMENTS
11   SUBSIDIARIES


                                   Page 7 of 7 Pages

<PAGE>

                            EXHIBIT A
                                 
    [INSERT ACCOUNTS RECEIVABLE LOAN ADMINISTRATION PROCEDURES
                    INCORPORATED BY REFERENCE]
                                 
                        ******NOTE*******
                                 
          BORROWING BASE IS WHERE REDUCING ADVANCE RATE
                       SHOULD BE INDICATED
                                 
                                 
                                 
<PAGE>

                                 
                               ANNEX I
                                 
                          Loan Documents
                                 
"Loan Documents" includes, but is not limited to, the following:


1.   Agreement

2    Note

3.   Lockbox Processing Agreement (in file)

4.   Pledge of 50% of Guarantor's stock held by Gary Pankonien after merger 
    (in file)

6.   Borrowing Base Report; Daily Collateral Certificate Compliance Certificate

7.   For each Borrower in Proper Form: General Security Agreement (all 
     accounts and general intangibles; inventory and equipment); Deposit account
     (Collection Account)

8.   Financing Statements

9.   Certified Copies of Organizational and Authority Documents 
     (including without limitation all documents, agreements, certificates 
     and legal opinions requested by Bank in connection with transactions 
     described in the Preliminary Statement)

10.  Insurance policies and certificates (including account credit 
     insurance for accounts covered under Old 1st Tech Facility)

11.  Financial Statements of Borrower and Guarantor

12.  UCC search








              Loan Documents - ANNEX I  Page 1 of 1
                                 



<PAGE>

                             ANNEX II
                                 
                           Subsidiaries
                                 
          IF NONE AS OF THE EFFECTIVE DATE, CHECK   NONE
                                   
                                 
Subsidiary Name and                               Sub of which   State Where
     Address             % Owned                  Borrower       Incorporated
-------------------    ------------               --------       ------------






                       ANNEX II Page 1 of 1


<PAGE>

                   EXHIBIT B: 1ST TECH CORPORATION, DARKHORSE SYSTEMS,
                       INCORPORATED, TANISYS TECHNOLOGY, INC.
                   REPORTING REQUIREMENTS, FINANCIAL COVENANTS AND
              COMPLIANCE CERTIFICATE FOR CURRENT REPORTING PERIOD ENDING
                             __________ ,199__ ("END DATE")
                                 
A.   REPORTING PERIOD. Borrowers will provide this Exhibit completed in
Proper Form with each financial statement delivered under the Agreement.  

     THIS REPORT IS FOR THE   / /    MONTH             / /    FISCAL YEAR     
("REPORTING PERIOD") ENDING _________, 199__ ("END
DATE")

A.   FINANCIAL REPORTING. The following financial information will be
provided within the times indicated
                         
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WHO            WHEN DUE                      WHAT                                                            COMPLIANCE
                                                                                                             CIRCLE:
<S>            <C>                           <C>                                                             <C>
EACH BORROWER


                                             GAAP financial statements (balance
                                             sheet, income and cash flow
                                             statements) audited (with unqualified
                                             opinion) by independent CPAs
                                             satisfactory to Bank, with
                                             Compliance Certificate

       (ii) Within 20 days of each month
       End Date including FYE month
                                             Unaudited monthly and YTD financial
                                             statements with Compliance
                                             Certificate                                                     Yes          No

       (iii) Within 15 days of each month
       End Date including FYE month
                                             Borrowing Base Report with A/R
                                             aging and listing, inventory report,
                                             and A/P listing (refer to Exhibit A)                            Yes          No

     (iv) Each Business Day                  Daily Collateral Certificate (refer                             Yes          No
                                             to Exhibit A)

     (v) Within 90 days of the end
     of each FYE and mid FY quarter end      2 year forward projections of                                   Yes          No
                                             Borrowers' and Guarantor's balance
                                             sheet, income statement and cash flow
                                             statement, by quarter, prepared on
                                             same basis as projections provided to
                                             Lenders prior to execution of this
                                             Agreement

TANISYS (vi) Within 10 days of filing        All Forms 10-K, 10-Q and 8-K                                    Yes          No

C. FINANCIAL COVENANTS. Borrowers and Guarantor will comply with the                 Compliance
following financial covenants, applying GAAP, the definitions in Section 8,          (Circle)
and THE CALCULATIONS AND ADJUSTMENTS FROM THE ACTUAL REPORTED COLUMN BELOW
(fiscal periods refer to Borrower's fiscal periods). 
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<S>                                                        <C>
REQUIRED. Each applies at all times and is                  ACTUAL REPORTED.  For current
reported as indicated:                                      Reporting Period or as of the 
                                                            End Date, as appropriate:

1. Borrowers on a consolidated basis shall maintain           Stockholders' Equity             $________     Yes          No
Tangible Net Worth as adjusted of at least $4,000,000.00.     Minus:  Goodwill                 $________
                                                                      Other Intangible Assets  $________
                                                                      Loans/Advances to
                                                                      Equity holders           $________
                                                                      Loans to Affiliates      $________
                                                              Plus:   Subordinated Debt        $________

                                                              = Tangible Net Worth as adjusted $________


2. Borrowers shall have a combined ratio of
EBDITA (Adjusted) to_ interest expense of at                  Net income for prior 3 months    $________     Yes          No
least 1.25: 1.00, as of the end of each month.                Plus:   Tax Expense              $_______
                                                                      Interest Expense         $_______
                                                              Depreciation/Amortization        $_______

                                                              Minus:  Capital expenditures     $________
                                                                      Nonrecurring Items       $_________

                                                              Equals: EBDITA (adjusted )

                                                              $______________  $_______________  =  _____
                                                              EBDITA(Adjusted) Interest Expense     Ratio


3.   No more than $150,000 total Indebtedness
(including all funded and trade debt) TO 1ST TECH AND
DARKHORSE from Guarantor shall be outstanding at any
time. *   
                                                               Indebtedness to 1st                           Yes     No
                                                               Tech:                    $________

                                                               Indebtedness to
                                                               Darkhorse:               $________

                                                               Total:                   $________


THE ABOVE SUMMARY REPRESENTS SOME OF THE COVENANTS AND AGREEMENTS CONTAINED IN THE AGREEMENT AND DOES NOT IN ANY WAY RESTRICT OR 
MODIFY THE TERMS AND CONDITIONS OF THE AGREEMENT. IN CASE OF CONFLICT BETWEEN THIS EXHIBIT AND THE AGREEMENT, THE AGREEMENT SHALL
CONTROL. The undersigned hereby certifies that the above information and computations are true and correct and not misleading as 
of the date hereof, and that since the date of the Borrower's most recent Compliance Certificate (if any):

     / / No default or Event of Default has occurred under the Agreement during
         the current Reporting Period, or been discovered from a prior period, and not reported.

    / /  A default or Event of Default (as described below) has occurred during
         the current Reporting Period or has been discovered from a prior period and is being
         reported for the first time and:        / /     was cured on _______________      / /   was
         waived by Bank in writing on ___________

    / /   is continuing.

Description of Event of Default:____________________________________________________

Executed  _______________, 19___:

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BORROWER:  1ST TECH CORPORATION

BY:
   -------------------------------
NAME:                         
     -----------------------------
TITLE:                        
      ----------------------------

BORROWER:  TANISYS TECHNOLOGY, INC.

BY:
   -------------------------------
NAME:                         
     -----------------------------
TITLE:                        
      ----------------------------

BORROWER:  DARKHORSE SYSTEMS, INCORPORATED

BY:
   -------------------------------
NAME:                         
     -----------------------------
TITLE:                        
      ----------------------------

                      EXHIBIT B Page 1 of  1



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                          BORROWING BASE
                                 
Borrowing Base shall mean as at any date the applicable Advance Rate times 
the net amount of Eligible A/R assigned by the borrowers.

                    Total A/R                $____________

                    less Ineligible          $ ___________

                    Eligible A/R             $ ___________

                    Advance Rate   %         $ ___________

                    Borrowing Base           $ ___________

The Advance Rate will be

          79%  to   Feb. 28 1997
          78%       March 7, 1997
          77%       March 14, 1997
          76%       March 21, 1997
          75%       April 21, 1997
          74%       May 21, 1997
          73%       April 21, 1997
          72%       June 21. 1997
          71%       April 21, 1997
          70%       Thereafter