LOAN AND SECURITY AGREEMENT


         LOAN AND SECURITY AGREEMENT (this "Agreement"), dated as of March 15,
1999, between DIRECTRIX, INC., a Delaware corporation (the "Borrower"), and
J. ROGER FAHERTY, LELAND H. NOLAN and DONALD J. MCDONALD, JR.
(collectively, the "Lenders").


                                    RECITALS
         WHEREAS,  the Borrower  desires to borrow from the Lenders an amount of
up to One  and  One-Half  Million  United  States  Dollars  (US$1,500,000)  (the
"Maximum  Amount")  in one loan or in  installments  (such  loan  and each  such
installment,  an "Advance")  and the Lenders  desire to make the Advances to the
Borrower; and

         WHEREAS,  the parties desire to set forth the terms of their  agreement
with respect to the foregoing.

         NOW, THEREFORE,  in consideration of the Advances made to the Borrower,
the parties hereby agree as follows:

                                    ARTICLE I
         TAKEDOWN; REPAYMENT OF THE ADVANCES; GRANT OF SECURITY

         SECTION 1.01. Loans.  Subject to the terms and conditions hereof,  each
Lender severally agrees to make Advances for the loans to the Borrower from time
to time prior to the second anniversary of the date of this Agreement (such date
is referred to as the  "Maturity  Date") in the manner set forth in Section 1.02
in an  aggregate  principal  amount at any one time  outstanding  which does not
exceed  the  amount  of  such  Lender's   Commitment   Percentage   ("Commitment
Percentage"), as set forth on Schedule 1.01, of the Maximum Amount. The Borrower
may prepay  such  Advances  and may  reborrow  any amounts  repaid  prior to the
Maturity Date.

         SECTION  1.02.  The Notes;  Repayment of the Advances.  The  Borrower's
obligation  to repay  the  unpaid  principal  amount  of the  Advances  shall be
evidenced by the notes in the form of attached Exhibit A (the "Notes"),  payable
to the Lenders and their registered assigns,  duly executed and delivered by the
Borrower to the Lenders.  The Notes shall  mature on the Maturity  Date and bear
interest  and be subject to such other  terms and  conditions  as  provided  for
herein and in the Notes.  Upon receipt of duly executed Notes on March 15, 1999,
or such other date as the  parties may agree,  the Lenders  shall make the first
Advance to the  Borrower in the amount  requested  by Borrower up to the Maximum
Amount in a manner to be mutually  agreed upon by the  parties.  All  subsequent
Advances  will be made within five  business  days of the Lenders'  receipt of a
request therefor,  such request to be signed by the Chairman and Chief Financial
Officer  of the  Borrower  and in amounts  of not less than  $5,000 or  integral
multiples thereof.  At no time shall the amount outstanding under this Agreement
exceed the Maximum Amount.  The principal amount of the Advances,  together with
all  accrued  and unpaid  interest  shall be repaid on the  Maturity  Date.  The
Borrower shall make all principal  repayments and prepayments  among the Lenders
in proportion to their respective Commitment Percentage.


         SECTION  1.03.  Payment of Interest;  Default Rate.  Interest  shall be
payable on the outstanding  unpaid principal amount of the Notes at the rate and
at the times  specified  in the Notes.  The  Borrower  shall  make all  interest
payments  among  the  Lenders  in  proportion  to  their  respective  Commitment
Percentage.  Any  amounts  not paid when due shall bear  interest at the Default
Rate (as such term is defined in the Notes).

         SECTION 1.04. Loan Record.  The Lenders shall maintain a loan record in
which they  shall  record the date and  amount of each  Advance  and  payment or
prepayment  of principal  of the  Advances  and the  interest  paid with respect
thereto,  which record may be kept by recordations on the Notes.  The failure of
any Lender to make an entry in the loan  register  or any error made in any such
entry  shall  not in any  way  affect  the  Borrower's  obligations  under  this
Agreement, including the Borrower's obligations to repay the principal amount of
the Advances and the interest accrued from the actual date on which the Advances
are made.  The Borrower shall not be bound by any entry in the loan register not
made in accordance with the terms hereof.

         SECTION 1.05.  Prepayments.  Any prepayments of Advances shall be
applied first to the payment of interest due hereunder and then to principal.

         SECTION 1.06. Place and Manner of Payments. The Borrower shall make all
payments of principal and interest on the Advances to the Lenders in immediately
available  funds to such place as the Lenders  shall  instruct  the  Borrower in
writing.

         SECTION 1.07. Payment Without Setoff. The principal of, interest on and
all expenses and costs related to the Advances (collectively, the "Obligations")
shall be paid without  setoff or  counterclaim  and free and clear of and exempt
from,  and without  deduction for or on account of, any present or future taxes,
imposts, duties,  deduction,  withholdings or other charges of whatsoever nature
imposed,  levied,  collected,  withheld  or assessed  by any  government  or any
political subdivision or taxing authority thereof.

         SECTION  1.08.  Advances  Scheduled.  As  security  for the  prompt and
unconditional  payment  of any and all  Obligations,  the  Borrower,  subject to
Section 3.07,  does hereby grant to the Lenders a continuing lien upon and first
security  interest  in the  Collateral  (as  defined  below) and hereby  grants,
pledges,  assigns and  transfers to the Lenders all of the  Collateral.  For the
purposes  of this  Agreement  "Collateral"  shall  mean and  include  all of the
Borrower's  assets,  including  without  limitation,  all Accounts  Receivables,
Inventory,  Accounts  (as  such  terms  are  defined  in the  New  York  Uniform
Commercial  Code,  as  amended)  and all  Machinery,  Equipment,  Furniture  and
Fixtures  and  Hardware  &  Software  as more  specifically  listed on  attached
Schedule 1.08,  which Schedule 1.08 shall be deemed part of this Agreement,  and
the Proceeds of the foregoing.


                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants that the following  statements are
true and correct as of the date hereof and shall be true and correct on the date
each Advance is made:

         SECTION  2.01.   Good   Standing.   The  Borrower  is  a  company  duly
constituted,  validly  existing and in good standing  under the laws of Delaware
and has all requisite  power and  authority to conduct its business,  to own its
properties,  and to execute and  deliver  and to perform  all of its  obligation
under this Agreement and the Notes.

         SECTION 2.02. Authority. The execution, delivery and performance by the
Borrower of this  Agreement  and the  issuance,  execution  and  delivery by the
Borrower of the Notes have been duly  authorized by all necessary  action of the
Borrower  and do not and will not (i) violate any  provision  of the  Borrower's
governing  documents  or any  law,  rule,  regulation,  order,  writ,  judgment,
injunction,   decree,   determination   or  award  presently  in  effect  having
applicability  to the  Borrower,  or (ii)  result  in a breach or  constitute  a
default under any indenture or loan or credit  agreement or any other agreement,
lease or instrument to which the Borrower is a party or by which the  Borrower's
properties  may be bound or affected,  and the Borrower is not in default  under
any such law, rule,  regulation,  order,  writ,  judgment,  injunction,  decree,
determination or award or any such indenture, agreement, lease or instrument.

         SECTION 2.03. Ownership of Collateral. The Borrower owns the Collateral
free and clear of any lien,  security interest or other charge or encumbrance of
any  kind  (collectively  the  "Liens"),  except  to the  extent  of  any  Liens
associated  with the equipment  lease  financing set forth on attached  Schedule
2.03  or  any  liens  specifically   permitted  by  the  Lenders  (collectively,
"Permitted Liens").

         SECTION 2.04.  Representations Relating to the Collateral. No financing
statement  or  other  filing  listing  any of the  Collateral  is on file in any
jurisdiction  (other than any financing statement filed on behalf of the Lenders
as  secured  party  or in  connection  with a  Permitted  Lien);  (b) the  chief
executive  office of the Borrower is located at the address set forth in Section
5.03 herein; (c) the Borrower has not created and is not aware of any Lien on or
affecting any Collateral  other than the Lien created by this Agreement in favor
of the Lenders or the  Permitted  Liens;  and (d) the  Borrower  did not have or
conduct  business  under any name or trade name in any  jurisdiction  during the
past six  years  other  than the name set  forth on the  signature  page of this
Agreement, and the Borrower is entitled to use such name.

         SECTION 2.05. Binding Obligations. This Agreement constitutes, and when
executed and delivered to the Lenders by the Borrower the Notes will constitute,
legal,  valid and  binding  obligations  of the  Borrower  that are  enforceable
against the Borrower in accordance with their respective terms.

         SECTION 2.06. Consents. All authorizations,  consents,  approvals,  and
licenses  of, and filing and  registrations  with,  any  governmental  authority
required under  applicable law or regulations for the Borrower to enter into and
perform its  obligations  under this  Agreement and the Notes have been obtained
and are in full force and effect.

                                   ARTICLE III
                                    COVENANTS

         So long as the Notes are  outstanding,  unless the  Lenders  shall have
waived compliance in writing, the Borrower agrees that:

         SECTION 3.01.  Financial  Statements.  The Borrower will deliver to the
Lenders: (a) within 90 days after the end of each fiscal year of the Borrower, a
consolidated  balance  sheet and  consolidated  statements of income and surplus
showing  the   financial   condition  of  the  Borrower  and  its   consolidated
subsidiaries or affiliates, if any, as at the close of such year and the results
of operations  during such year, all certified by a duly  authorized  officer of
the  Borrower  and (b)  promptly,  from  time to time,  such  other  information
regarding  the  operations,  business  affairs and  financial  condition  of the
Borrower as the Lenders may reasonably request.  Furthermore,  the Borrower will
deliver to the Lenders  within 60 days after the end of each fiscal  quarter,  a
copy of Borrower's quarterly financial statements,  or year-to-date  statements,
as the case may be.

         SECTION 3.02.  Notice of Defaults.  The Borrower shall promptly  notify
the Lenders of the  occurrence  of any event of which the Borrower has knowledge
which,  alone or with lapse of time or notice or both, would constitute an Event
of Default (as hereinafter defined).

         SECTION 3.03.  Notice of  Proceedings.  The Borrower will promptly give
notice  in  writing  to  the  Lenders  of  all  material  litigation,   arbitral
proceedings  and  regulatory  proceedings  affecting  the Borrower or any of its
subsidiaries  or  affiliates  or  the  property  of the  Borrower  or any of its
subsidiaries or affiliates.

         SECTION 3.04.  Certain  Affirmative  Covenants.  The Borrower will, and
will cause each of its  affiliates  to: (i) preserve and maintain its  existence
and all of its rights,  privileges and franchises  necessary or desirable in the
normal  conduct of its business,  and conduct its business in a regular  manner,
(ii)  comply with the  requirements  of all  material  applicable  laws,  rules,
regulations  and orders of any  governmental  body or  regulatory  agency having
jurisdiction,  (iii) pay and discharge all taxes,  assessments and  governmental
charges  or levies  imposed  on it or on its  income or profits or on any of its
property  prior to the date on  which  penalties  attach  thereto  (unless  such
payment is being contested in good faith and by proper  proceedings and which is
adequately  reserved),  (iv) maintain insurance in responsible companies in such
amounts  and  against  such  risks as are  usually  carried by owners of similar
businesses  and  properties  in the same general areas in which the Borrower and
its  affiliates  operate  and (v) keep all of its  properties  necessary  in its
business in good working order and  condition,  ordinary wear and tear excepted,
without mortgage or lien incurred other than in the ordinary course of business.

         SECTION 3.05. Collateral.  Unless and until all of the Obligations have
been  indefeasibly  paid in full and all  commitments  of the  Lenders to extend
credit which,  once extended,  would give rise to  Obligations,  have expired or
been  terminated,  the Borrower shall: (a) keep the Collateral free and clear of
any Lien of any  kind,  other  than  the  Lien  created  by this  Agreement  and
Permitted  Liens;  (b) promptly  pay,  when due,  all taxes and  transportation,
storage,  warehousing and other charges and fees affecting or arising out of the
Collateral  and  defend the  Collateral  against  all claims and  demands of all
Persons at any time claiming any interest therein adverse to or the same as that
of the Lenders,  unless the  Borrower is disputing  such claim or demand in good
faith by appropriate proceedings;  (c) provide the Lenders with such information
as the  Lenders may from time to time  reasonably  request  with  respect to the
Collateral and the Borrower's  place of business or location of any  Collateral;
(d) give the Lenders at least 30 days' prior written notice before  changing the
Borrower's name or chief executive  office or changing the location or disposing
of any  Collateral  other  than  cash  and  cash  equivalents;  (e) not  sell or
otherwise dispose of any Collateral other than cash and cash equivalents  except
on commercially  reasonable  terms and in the ordinary  course of business;  (f)
permit the Lenders or their representatives, to have access to, examine and copy
at all  reasonable  times the  Collateral,  properties,  minute  books and other
corporate or  partnership  records,  books of accounts,  and financial and other
business  records of the Borrower  (including,  without  limitation,  all books,
records, ledger cards, computer programs, tapes and computer disks and diskettes
and other property recording, evidencing or relating to any Collateral); and (g)
promptly notify the Lenders upon the occurrence of any Event of Default of which
the Borrower has knowledge.

         SECTION 3.06.  Preservation and Protection of Security Interest;  Power
of Attorney.  Subject to Section 3.07, the Borrower will faithfully preserve and
protect the Lien in the  Collateral  created by this  Agreement and will, at its
own cost and  expense,  cause  such  Lien to be  perfected  and  continue  to be
perfected  and to be and remain prior to all other Liens,  so long as all or any
part of the Obligations  are  outstanding  and unpaid,  and for such purpose the
Borrower will from time to time at the request of the Lenders (i) make notations
of the  security  interest in  certificates  of title  constituting  proceeds of
Collateral,  a security  interest in which is  perfected by such  notation,  and
deliver the same to the Lenders and (ii) file or record, or cause to be filed or
recorded,   such  instruments,   documents  and  notices,   including,   without
limitation, financing statements and continuation statements, as the Lenders may
reasonably deem necessary or advisable from time to time in order to perfect and
continue to perfect the Lien and to maintain  their  priority over all the Lien.
The Borrower will do all such other acts and things and will execute and deliver
all such other instruments and documents, including further security agreements,
pledges,  endorsements,  assignments,  and notices as the Lenders may reasonably
deem  necessary or advisable  from time to time in order to perfect and preserve
the priority of the Lien in the Collateral as  contemplated  by this  Agreement.
The  Lenders,  acting  through  its  authorized  agent,  are hereby  irrevocably
appointed the attorney-in-fact of the Borrower to do, at the Borrower's expense,
all acts and things which the Lenders may reasonably deem necessary or advisable
to preserve,  perfect,  continue to perfect and/or  maintain the priority of the
Lien in the  Collateral,  including  the signing of financing,  continuation  or
other similar  statements  and notices on behalf of the Borrower,  and which the
Borrower is required to do by the terms of this  Agreement.  The Borrower hereby
authorizes the Lenders to sign and file financing statements with respect to the
Collateral  without the signature of the Borrower.  The Borrower shall be liable
for and pay all  filing  fees  for  financing  statements  with  respect  to the
Collateral.

         SECTION  3.07.  Additional  Lender.  If the  Borrower  agrees to borrow
additional  amounts  from any other  lender (the  "Additional  Borrowing"),  the
Lenders  agree  to  negotiate  in  good  faith  concerning  the  sharing  of the
Collateral  and to  enter  into  an  intercreditor  agreement  and  any  related
documents, as necessary,  with such other lender on terms mutually acceptable to
such  parties  and in a  manner  which  will  facilitate  the  execution  of the
documents related to the Additional Borrowing.

         SECTION 3.08. Financial  Covenants.  The Lenders and the Borrower agree
to  negotiate,  in good faith,  financial  covenants  (including  net  revenues,
earnings before interest,  taxes,  depreciation and amortization,  net worth and
working  capital)  consistent with an asset-based loan facility of this type and
based on the  Borrower's  results of operations  for its first fiscal year.  The
financial  covenants  shall be included in an amendment to this Agreement  which
shall take effect one year after the date hereof.

         SECTION 3.09. Borrower Subsidiaries.  If the Borrower forms or acquires
any subsidiaries ("Subsidiaries"),  at the Lenders' request, the Borrower agrees
to (i) cause the  Subsidiaries  to guarantee the Obligations and (ii) pledge the
stock of the Subsidiaries to the Lenders.

                                   ARTICLE IV
                                EVENTS OF DEFAULT

         SECTION 4.01.  Events of Default.  If any of the following events
("Events of Default") shall occur:

         (a) The  Borrower  shall fail to pay any  principal of the Notes within
three days of such principal becoming due and payable,  or shall fail to pay any
interest  thereon  within  twenty  days after  such  interest  becoming  due and
payable; or

         (b)  any  representation  or  warranty  made  in  connection  with  the
execution and delivery of this Agreement, the Notes or in any document delivered
pursuant hereto shall prove to have been incorrect in any material  respect upon
the date when made; or

         (c) the Borrower shall fail to perform or observe any term, covenant or
agreement  contained in this Agreement and any such failure  remains  unremedied
for  thirty  days  after  written  notice  thereof  shall have been given to the
Borrower by the Lenders; or

         (d)      the Borrower shall cease to own the Collateral; or

         (e) any  indebtedness  of the Borrower for borrowed  money in excess of
[$500,000] is not paid when due,  whether by  acceleration  or otherwise,  or is
declared  to be due and  payable,  or  required  to be prepaid  (other than by a
regularly scheduled required payment), prior to the stated maturity thereof; or

          (f)  the  Borrower  shall  make  an  assignment  for  the  benefit  of
creditors,  file a petition in bankruptcy, be adjudicated insolvent or bankrupt,
petition or apply to any  tribunal for any receiver or trustee for itself or for
any  substantial  part of its property,  commence any proceeding  relating to it
under any  reorganization,  arrangement,  readjustment  of debt,  dissolution or
liquidation  law or statute of any  jurisdiction,  whether now or  hereafter  in
effect,  or by any act indicate its consent to, approval of, or acquiescence in,
any such  proceeding for the  appointment of any receiver of, or trustee for, it
or any  substantial  part of its property and such  appointment  shall  continue
undischarged  for a period of thirty days,  or a petition in  bankruptcy  or for
reorganization  shall be filed  against the  Borrower and shall not be dismissed
for a period of thirty days;

then,  and in any such event,  the Lenders  may,  in their sole  discretion,  by
notice to the Borrower, declare the entire unpaid principal amount of the Notes,
all interest accrued and unpaid thereon, and all other amounts payable hereunder
to be forthwith due and payable,  whereupon the Notes, all such accrued interest
and all such other  amounts  shall  become  and be  forthwith  due and  payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower.


         SECTION 4.02. Effect of Default on the Collateral. After the occurrence
and during the  continuance  of an Event of Default,  the Lenders  may,  without
notice to or demand (other than any notice  required by law, the giving of which
is not  waivable),  upon the  Borrower  (all of which are  hereby  waived by the
Borrower),  without  releasing  the  Borrower  from any  obligation  under  this
Agreement or any other  instruments  or agreements  with the Lenders and without
waiving any rights the Lenders may have: (i) demand, collect or receive upon all
or any part of the  Collateral;  (ii) in such  manner and to such  extent as the
Lenders may deem  necessary to protect the  Collateral or the interest,  rights,
powers  or  duties  of the  Lenders,  enter  into and upon any  premises  of the
Borrower and take and hold  possession of all or any part of the Collateral (the
Borrower  hereby  waiving and releasing any claim for damages in respect of such
taking) and exclude the  Borrower  and all other  Persons  from the  Collateral;
(iii) collect any and all income,  rents, issues,  profits and proceeds from the
Collateral,  the same being hereby  assigned and  transferred to the Lenders and
from time to time apply or accumulate such income,  rents,  issues,  profits and
proceeds in such order and manner as the Lenders in its sole  discretion,  shall
instruct,  it being understood that the collection or receipt of income,  rents,
issues, profits or proceeds from the Collateral after declaration of default and
election to cause the  Collateral  to be sold under the pursuant to the terms of
this Agreement shall not affect or impair any event of default or declaration of
default under any agreement or instrument  among the Borrower and the Lenders or
election to cause any Collateral to be sold or any sale  proceedings  predicated
on  the  same,  but  such   proceedings  may  be  conducted  and  sale  effected
notwithstanding  the  collection or receipt of any such income,  rents,  issues,
profits  and  proceeds;  (iv)  take  control  of any  and  all of the  Accounts,
contractual  or other  rights that are included in the  Collateral  and Proceeds
arising  from  any  such  Accounts  or  contractual  or  other  rights,  enforce
collection, either in the name of the Lenders or in the name of the Borrower, of
any or all of the  Accounts,  contractual  and other rights that are included in
the  Collateral  and  Proceeds  by  suit or  otherwise,  receive,  receipt  for,
surrender, release or exchange all or any part of such Collateral or compromise,
settle,  extend or renew  (whether or not longer than the  original  period) any
indebtedness  under such Collateral;  (v) sell all or any part of the Collateral
at public or private  sale at such place or places and at such time or times and
in such manner and upon such terms,  whether for cash or credit,  as the Lenders
in their sole discretion may determine; (vi) endorse in the name of the Borrower
any  instrument,  however  received by the Lenders  representing  Collateral  or
Proceeds  of any of the  Collateral;  and (vii)  exercise  all of the rights and
remedies  granted to a secured party under the New York Uniform  Commercial Code
and all other rights and remedies  given to the Lenders under this  Agreement or
any other instrument or agreement  otherwise  available at law or in equity. The
Lenders  shall be under no  obligation  to make any of the payments or do any of
the acts referred to in this Section 4.02 or elsewhere in this Agreement and any
of the actions  referred to in this Section 4.02 or elsewhere in this  Agreement
may be taken regardless of whether any notice of default or election to sell has
been given under this Agreement (provided, however, that all notices required by
law, the giving of which may not be waived,  shall be given in  accordance  with
such law) without regard to the adequacy of the security for the Obligations.

         SECTION 4.03. Application of Proceeds of Sale The Lenders may apply the
net proceeds of any sale, lease or other  disposition of Collateral  pursuant to
Section 4.02,  after  conducting all reasonable costs and expenses of every kind
incurred  thereon or incidental to the  retaking,  holding,  preparing for sale,
selling,  leasing,  or the like of the  Collateral or in any way relating to the
rights  of the  Lenders  thereunder,  including  attorneys'  fees  and  expenses
hereinafter provided for, to the payment, in whole or in part, of one or more of
the  Obligations in accordance  with the terms of this  Agreement.  The Borrower
shall  remain  liable to the  Lenders for the  payment of any  deficiency,  with
interest at the Default Rate, as provided in the Notes.

                  The Borrower  agrees that  forthwith upon the occurrence of an
Event of Default it will  notify the  Lenders  of the  details  thereof  and the
action which it is taking or proposes to take with regard  thereto.  If an Event
of  Default  occurs  and shall be  continuing  and the  Lenders,  in their  sole
discretion,  do not declare the Notes,  all interest accrued and unpaid thereon,
and all other amounts  payable  hereunder to be forthwith  due and payable,  the
terms of this  Agreement  and the Notes shall  continue in full force and effect
subject to the right of the Lenders to declare the Notes,  all interest  accrued
and unpaid thereon, and all other Obligations to be forthwith due and payable.

                                    ARTICLE V
                                  MISCELLANEOUS

         SECTION 5.01. No Waiver,  Cumulative  Remedies.  No failure or delay on
the part of the  Lenders  or the  holder of the Notes in  exercising  any right,
power or remedy  hereunder  shall  operate  as a waiver  thereof,  nor shall any
single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right,  power or remedy
hereunder.  The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

         SECTION 5.02. Amendments. No amendment,  modification,  termination, or
waiver of any  provision  of this  Agreement  or the Notes,  nor  consent to any
departure by the Borrower therefrom,  shall in any event be effective unless the
same  shall be in  writing  and signed by the  Lenders  and then such  waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose  for which  given.  No notice to or demand on the  Borrower  in any case
shall  entitle the Borrower to any other or further  notice or demand in similar
or other circumstances.

         SECTION 5.03. Addresses for Notices. All notices, requests, demands and
other  communications  provided for hereunder shall be in writing and, if to the
Lenders,  mailed by certified mail) or delivered to it, by hand or by facsimile,
addressed to them at 536  Broadway,  10th Floor,  New York, NY 10012 (fax number
212-941-7846),  Attention:  J. Roger Faherty and if to the Borrower,  mailed (by
certified  mail) or delivered to it by hand or by facsimile,  addressed to it at
536  Broadway,  10th  Floor,  New  York,  NY 10024  (fax  number  212-941-7846),
Attention:  John H. Sharpe, Chief Financial Officer or as to each party, at such
other  address as shall be  designated  by such  party in written  notice to the
other  party  complying  as to  delivery  with the  terms of this  Section.  All
notices,  requests, demands and other communication provided for hereunder shall
be effective when received.

         SECTION 5.05.  Costs. The Borrower agrees to pay all of the Lenders'
legal and other professional fees in connection with this Agreement and the
enforcement thereof and of the Notes.

         SECTION 5.06. Binding Effect,  Assignment.  This Agreement shall become
effective  when it shall have been  executed by the Borrower and the Lenders and
thereafter  shall be binding  upon and inure to the benefit of the  Borrower and
the  Lenders  and their  respective  successors  and  assigns,  except  that the
Borrower  shall not have the right to assign its rights or obligation  hereunder
or any interest  herein without the prior written  consent of the Lenders except
that the  Borrower  may assign all of such  rights and  obligations,  including,
without  limitation,  the security  interest in the  Collateral to any successor
corporation following any merger of the Borrower.

         SECTION  5.07.  Additional  Security.  If the  Lenders at any time hold
security  for any  Obligations  in addition to the  Collateral,  the Lenders may
enforce the terms of this Agreement or otherwise realize upon the Collateral, at
their option,  either before or concurrently with the exercise of remedies as to
such other  security or, after a sale is made of such other  security,  they may
apply the  proceeds  upon the  Obligations  without  affecting  the status of or
waiving  any  right  to  exhaust  all  or  any  other  security,  including  the
Collateral,  and  without  waiving  any  breach or default or any right or power
whether exercised under this Agreement, contained in this Agreement, or provided
for in respect of any such other security.

         SECTION  5.08.  Governing  Law and  Submission  to  Jurisdiction.  This
Agreement  and the Notes shall be deemed to be contracts  made under the laws of
the State of New York,  and for all purposes shall be governed by, and construed
in  accordance  with,  the laws of said  State,  and the parties  hereto  hereby
irrevocably  agree to submit to the  jurisdiction  and venue of the  federal and
state courts of said State,  and the Borrower  authorizes the service of process
on it by registered or certified mail sent to any address  authorized in Section
5.03 as an address for the sending of notices.

         SECTION  5.09.  Severability  of  Provisions.  Any  provision  of  this
Agreement which is prohibited or unenforceable in any jurisdiction  shall, as to
such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability   without  invalidating  the  remaining  provisions  hereof  or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.

         SECTION 5.10.  Headings.  Article and Section headings used in this
Agreement are for convenience only and shall not affect the construction of this
Agreement.

         SECTION 5.11. Execution in Counterparts. This Agreement may be executed
and delivered  (including by facsimile) in any number of  counterparts,  each of
which when so executed and  delivered  shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.

         SECTION  5.12.  WAIVER OF TRIAL BY JURY.  EACH OF THE  LENDERS  AND THE
BORROWER  HEREBY WAIVES TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM
BROUGHT BY OR AGAINST IT ON ANY  MATTERS  WHATSOEVER,  IN  CONTRACT  OR IN TORT,
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS  AGREEMENT,  THE NOTES,  OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective  officers  thereunto duly authorized as of the date
first above written.


                                          DIRECTRIX, INC.


                                          By: ---------------------------------
                                                           LENDERS



                                               --------------------------------
                                               J. Roger Faherty




                                               --------------------------------
                                               Leland H. Nolan



                                                -------------------------------
                                                Donald J. McDonald,
<PAGE>



                                  Schedule 1.01

                              Commitment Percentage

J. Roger Faherty           60.00%

Leland H. Nolan            26.67%

Donald J. McDonald, Jr.    13.33%


<PAGE>



                                    Exhibit A


                                             New York, New York
                                             Dated:  , 1999


                                 PROMISSORY NOTE

$900,000

         FOR VALUE RECEIVED DIRECTRIX,  INC., a company organized under the laws
of Delaware  (the  "Borrower"),  does  hereby  promise to pay to the order of J.
ROGER  FAHERTY (the  "Lender")  the  principal  amount of NINE HUNDRED  THOUSAND
UNITED  STATES  DOLLARS  ($900,000),  or the aggregate  principal  amount of all
advances (the  "Advances")  made by the Lenders  pursuant to the Loan  Agreement
referred to below, whichever is less, at the time and in the manner specified in
the Loan  Agreement.  All  defined  terms used  herein  shall have the  meanings
assigned thereto in the Loan Agreement.

         The  Borrower  also  promises to pay  interest on the unpaid  principal
amount of this Note at 11% per annum.  The interest  rate in effect from time to
time pursuant to this Note shall be referred to herein as the "Applicable Rate".

         Interest on the  Advances  shall  accrue and be due and payable on each
monthly  anniversary  of the date  hereof  within  two days from  receipt by the
Borrower from the Lender of a notice specifying the amount of interest then due,
until  the  entire  principal  amount of the Note has been  repaid in full.  All
interest  accrued  hereunder not previously paid shall be due and payable on the
date that the last payment of the principal  amount hereof is paid or payable as
set forth in  Section  1.01 of the Loan  Agreement.  Payments  of  interest  and
principal will be made to the order of the Lender at its Account  ______________
maintained at [Bank] in the City of New York.

         Any amount of principal or interest  hereof which is not paid when due,
whether at stated maturity, by acceleration,  or otherwise,  shall bear interest
from the date when due until said amount is paid in full,  payable on demand, at
a rate per  annum  equal to 2% above  the then  Applicable  Rate  (the  "Default
Rate").

         Absent  manifest  error,  the  records  of the Lender and the notice in
respect  of  interest  due,  shall be  conclusive  as to  amounts  of  principal
outstanding and interest due on this Note from time to time.

         This Note is one of the Notes  referred  to in, and is  entitled to the
benefits  of, the Loan and Security  Agreement  dated as of March 15, 1999 among
the Borrower, the Lender, Leland H. Nolan and Donald J. McDonald, Jr. which Loan
Agreement,  among other things,  contains provisions for the acceleration of the
maturity hereof upon the happening of certain stated events.

         This Note shall be governed by the laws of the State of New York.



                                             DIRECTRIX, INC.


                                             By:
                                             Name:
                                             Title:

                                       

                                             New York, New York
                                             Dated:  , 1999

                                 PROMISSORY NOTE

$400,000

         FOR VALUE RECEIVED DIRECTRIX,  INC., a company organized under the laws
of Delaware (the "Borrower"),  does hereby promise to pay to the order of LELAND
H. NOLAN (the  "Lender") the principal  amount of FOUR HUNDRED  THOUSAND  UNITED
STATES DOLLARS  ($400,000),  or the aggregate  principal  amount of all advances
(the "Advances") made by the Lenders pursuant to the Loan Agreement  referred to
below,  whichever is less,  at the time and in the manner  specified in the Loan
Agreement.  All  defined  terms used  herein  shall have the  meanings  assigned
thereto in the Loan Agreement.

         The  Borrower  also  promises to pay  interest on the unpaid  principal
amount of this Note at 11% per annum.  The interest  rate in effect from time to
time pursuant to this Note shall be referred to herein as the "Applicable Rate".

         Interest on the  Advances  shall  accrue and be due and payable on each
monthly  anniversary  of the date  hereof  within  two days from  receipt by the
Borrower from the Lender of a notice specifying the amount of interest then due,
until  the  entire  principal  amount of the Note has been  repaid in full.  All
interest  accrued  hereunder not previously paid shall be due and payable on the
date that the last payment of the principal  amount hereof is paid or payable as
set forth in  Section  1.01 of the Loan  Agreement.  Payments  of  interest  and
principal will be made to the order of the Lender at its Account  ______________
maintained at [Bank] in the City of New York.

         Any amount of principal or interest  hereof which is not paid when due,
whether at stated maturity, by acceleration,  or otherwise,  shall bear interest
from the date when due until said amount is paid in full,  payable on demand, at
a rate per  annum  equal to 2% above  the then  Applicable  Rate  (the  "Default
Rate").

         Absent  manifest  error,  the  records  of the Lender and the notice in
respect  of  interest  due,  shall be  conclusive  as to  amounts  of  principal
outstanding and interest due on this Note from time to time.


<PAGE>



         This Note is one of the Notes  referred  to in, and is  entitled to the
benefits  of, the Loan and Security  Agreement  dated as of March 15, 1999 among
the Borrower,  the Lender,  J. Roger Faherty and Donald J.  McDonald,  Jr. which
Loan Agreement,  among other things, contains provisions for the acceleration of
the maturity hereof upon the happening of certain stated events.

         This Note shall be governed by the laws of the State of New York.



                                             DIRECTRIX, INC.


                                             By:
                                             Name:
                                             Title:


                                             New York, New York
                                             Dated:  , 1999


                                 PROMISSORY NOTE

$200,000

         FOR VALUE RECEIVED DIRECTRIX,  INC., a company organized under the laws
of Delaware (the "Borrower"),  does hereby promise to pay to the order of DONALD
J.  MCDONALD,  JR. (the "Lender") the principal  amount of TWO HUNDRED  THOUSAND
UNITED  STATES  DOLLARS  ($200,000),  or the aggregate  principal  amount of all
advances (the  "Advances")  made by the Lenders  pursuant to the Loan  Agreement
referred to below, whichever is less, at the time and in the manner specified in
the Loan  Agreement.  All  defined  terms used  herein  shall have the  meanings
assigned thereto in the Loan Agreement.

         The  Borrower  also  promises to pay  interest on the unpaid  principal
amount of this Note at 11% per annum.  The interest  rate in effect from time to
time pursuant to this Note shall be referred to herein as the "Applicable Rate".

         Interest on the  Advances  shall  accrue and be due and payable on each
monthly  anniversary  of the date  hereof  within  two days from  receipt by the
Borrower  from the Lenders of a notice  specifying  the amount of interest  then
due, until the entire  principal amount of the Note has been repaid in full. All
interest  accrued  hereunder not previously paid shall be due and payable on the
date that the last payment of the principal  amount hereof is paid or payable as
set forth in  Section  1.01 of the Loan  Agreement.  Payments  of  interest  and
principal will be made to the order of the Lender at its Account  ______________
maintained at [Bank] in the City of New York.

         Any amount of principal or interest  hereof which is not paid when due,
whether at stated maturity, by acceleration,  or otherwise,  shall bear interest
from the date when due until said amount is paid in full,  payable on demand, at
a rate per  annum  equal to 2% above  the then  Applicable  Rate  (the  "Default
Rate").

         Absent  manifest  error,  the  records  of the Lender and the notice in
respect  of  interest  due,  shall be  conclusive  as to  amounts  of  principal
outstanding and interest due on this Note from time to time.

         This Note is one of the Notes  referred  to in, and is  entitled to the
benefits  of, the Loan and Security  Agreement  dated as of March 15, 1999 among
the  Borrower,  the  Lender,  J. Roger  Faherty  and Leland H. Nolan  which Loan
Agreement,  among other things,  contains provisions for the acceleration of the
maturity hereof upon the happening of certain stated events.

         This Note shall be governed by the laws of the State of New York.



                                             DIRECTRIX, INC.


                                             By:
                                             Name:
                                             Title:

                                             New York, New York
                                             Dated     , 1999