NETSMART TECHNOLOGIES, INC.
EXHIBIT 10.9 - AGREEMENT DATED AUGUST 26, 1999 BETWEEN
                    THE REGISTRANT AND SILICON VALLEY BANK


                                 Loan and Security Agreement

Borrower:             Netsmart Technologies, Inc.
                      Creative Socio-Medics Corp.

Address:              146 Nassau Avenue
                      Islip, New York 11751

Date:                 August 26, 1999

THIS LOAN AND  SECURITY  AGREEMENT  is entered  into on the above  date  between
SILICON VALLEY BANK, COMMERCIAL FINANCE DIVISION  ("Silicon"),  whose address is
3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above
(jointly and severally, the "Borrower"), whose chief executive office is located
at the above address ("Borrower's Address"). The Schedule to this Agreement (the
"Schedule") shall for all purposes be deemed to be a part of this Agreement, and
the same is an integral part of this  Agreement.  (Definitions  of certain terms
used in this Agreement are set forth in Section 8 below.)

1.      LOANS.
        1.1 Loans. Silicon will make loans to Borrower (the "Loans"), in amounts
determined  by Silicon in its sole  discretion,  up to the amounts  (the "Credit
Limit")  shown on the  Schedule,  provided  no Default  or Event of Default  has
occurred and is continuing, and subject to deduction of any Reserves for accrued
interest and such other Reserves as Silicon deems proper from time to time.

        1.2 Interest.  All Loans and all other monetary  Obligations  shall bear
interest at the rate shown on the Schedule,  except where expressly set forth to
the contrary in this Agreement.  Interest shall be payable monthly,  on the last
day of  the  month.  Interest  may,  in  Silicon's  discretion,  be  charged  to
Borrower's loan account, and the same shall thereafter bear interest at the same
rate as the other Loans.  Silicon  may, in its  discretion,  charge  interest to
Borrower's Deposit Accounts maintained with Silicon.

        1.3  Overadvances.  If at any time or for any  reason  the  total of all
outstanding  Loans  and all  other  Obligations  exceeds  the  Credit  Limit (an
"Overadvance"),  Borrower  shall  immediately  pay the  amount of the  excess to
Silicon,  without notice or demand.  Without limiting  Borrower's obliga tion to
repay to Silicon on demand the amount of any Overadvance, Borrower agrees to pay
Silicon interest on the outstanding  amount of any Overadvance,  on demand, at a
rate equal to the  interest  rate which would  otherwise  be  applicable  to the
Overadvance, plus an additional 2% per annum.

        1.4 Fees.  Borrower  shall pay Silicon the fee(s) shown on the Schedule,
which are in addition to all  interest and other sums payable to Silicon and are
not refundable.

        1.5    Letters of Credit.  At the request of Borrower, Silicon may, in
its sole discretion, issue or arrange for the issuance of letters of credit for
the account of Borrower, in each case in form


<PAGE>

and  substance  satisfactory  to Silicon in its sole  discretion  (collectively,
"Letters of Credit").  The aggregate face amount of all  outstanding  Letters of
Credit from time to time shall not exceed the amount shown on the Schedule  (the
"Letter of Credit  Sublimit"),  and shall be reserved  against Loans which would
otherwise be available hereunder. Borrower shall pay all bank charges (including
charges of Silicon)  for the issuance of Letters of Credit,  together  with such
additional  fee as  Silicon's  letter  of  credit  department  shall  charge  in
connection  with the  issuance of the Letters of Credit.  Any payment by Silicon
under or in connection with a Letter of Credit shall constitute a Loan hereunder
on the date such  payment is made.  Each  Letter of Credit  shall have an expiry
date no later than  thirty  days prior to the  Maturity  Date.  Borrower  hereby
agrees to  indemnify,  save,  and hold  Silicon  harmless  from any loss,  cost,
expense,  or  liability,  including  payments  made by  Silicon,  expenses,  and
reasonable  attorneys'  fees incurred by Silicon arising out of or in connection
with any Letters of Credit.  Borrower  agrees to be bound by the regulations and
interpretations of the issuer of any Letters of Credit guarantied by Silicon and
opened for Borrower's  account or by Silicon's  interpretations of any Letter of
Credit issued by Silicon for Borrower's  account,  and Borrower  understands and
agrees that Silicon shall not be liable for any error,  negligence,  or mistake,
whether of omission or commission, in following Borrower's instructions or those
contained  in the  Letters  of  Credit  or  any  modifications,  amendments,  or
supplements  thereto.  Borrower  understands  that Letters of Credit may require
Silicon to indemnify the issuing bank for certain costs or  liabilities  arising
out of claims by Borrower  against such issuing bank.  Borrower hereby agrees to
indemnify and hold Silicon harmless with respect to any loss, cost,  expense, or
liability  incurred  by  Silicon  under  any  Letter  of  Credit  as a result of
Silicon's  indemnification of any such issuing bank. The provisions of this Loan
Agreement,  as it pertains to Letters of Credit, and any other present or future
documents or  agreements  between  Borrower  and Silicon  relating to Letters of
Credit are cumulative.

2.      SECURITY INTEREST.
        2.1 Security  Interest.  To secure the payment and performance of all of
the Obligations when due,  Borrower hereby grants to Silicon a security interest
in all of Borrower's  interest in the following,  whether now owned or hereafter
acquired,  and wherever  located:  All Inventory,  Equipment,  Receivables,  and
General Intangibles,  including,  without limitation,  all of Borrower's Deposit
Accounts,  and all money,  and all  property now or at any time in the future in
Silicon's pos session  (including claims and credit balances),  and all proceeds
(including proceeds of any insurance  policies,  proceeds of proceeds and claims
against third parties), all products and all books and records related to any of
the foregoing (all of the  foregoing,  together with all other property in which
Silicon  may now or in the future be  granted a lien or  security  interest,  is
referred to herein, collectively, as the "Collateral").

3.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER.
In order to induce  Silicon  to enter  into this  Agreement  and to make  Loans,
Borrower  represents and warrants to Silicon as follows,  and Borrower covenants
that the following  representations  will continue to be true, and that Borrower
will at all times comply with all of the following covenants:

        3.1 Corporate Existence and Authority.  Borrower,  if a corporation,  is
and will continue to be, duly organized,  validly  existing and in good standing
under the laws of the  jurisdiction of its  incorporation.  Borrower is and will
continue to be qualified  and licensed to do business in all ju  risdictions  in
which any failure to do so would have a material adverse effect on Borrower. The
execution, delivery and performance by Borrower of this Agreement, and all other
documents  contemplated hereby (i) have been duly and validly  authorized,  (ii)
are enforceable against Borrower

                                      -2-
<PAGE>


in  accordance  with  their  terms  (except  as  enforcement  may be  limited by
equitable principles and by bankruptcy, insolvency,  reorganization,  moratorium
or similar  laws  relating to  creditors'  rights  generally),  and (iii) do not
violate  Borrower's  articles or  certificate  of  incorporation,  or Borrower's
by-laws,  or any law or any material  agreement or  instrument  which is binding
upon  Borrower  or  its  property,  and  (iv)  do  not  constitute  grounds  for
acceleration  of any  material  indebtedness  or  obligation  under any material
agreement or instrument which is binding upon Borrower or its property.

        3.2 Name; Trade Names and Styles.  The name of Borrower set forth in the
heading to this  Agreement is its correct  name.  Listed on the Schedule are all
prior names of Borrower  and all of  Borrower's  present and prior trade  names.
Borrower  shall give Silicon 30 days' prior written  notice before  changing its
name or doing business under any other name. Borrower has complied,  and will in
the future  comply,  with all laws  relating to the conduct of business  under a
fictitious business name.

        3.3 Place of Business;  Location of Collateral. The address set forth in
the heading to this Agreement is Borrower's chief executive office. In addition,
Borrower has places of business and  Collateral is located only at the locations
set forth on the  Schedule.  Borrower  will give  Silicon at least 30 days prior
written  notice before opening any  additional  place of business,  changing its
chief executive office, or moving any of the Collateral to a location other than
Borrower's Address or one of the locations set forth on the Schedule.

        3.4 Title to Collateral;  Permitted Liens.  Borrower is now, and will at
all times in the future be,  the sole  owner of all the  Collateral,  except for
items of Equipment which are leased by Borrower.  The Collateral now is and will
remain  free  and  clear  of any and all  liens,  charges,  security  interests,
encumbrances and adverse claims,  except for Permitted  Liens.  Silicon now has,
and will continue to have, a first-priority  perfected and enforceable  security
interest in all of the  Collateral,  subject only to the  Permitted  Liens,  and
Borrower will at all times defend Silicon and the Collateral  against all claims
of others. None of the Collateral now is or will be affixed to any real property
in such a manner, or with such intent,  as to become a fixture.  Borrower is not
and will not become a lessee under any real property lease pursuant to which the
lessor  may obtain  any  rights in any of the  Collateral  and no such lease now
prohibits,  restrains,  impairs or will prohibit,  restrain or impair Borrower's
right to remove any Collateral from the leased premises. Whenever any Collateral
is located  upon  premises in which any third party has an interest  (whether as
owner,  mortgagee,  beneficiary  under a deed  of  trust,  lien  or  otherwise),
Borrower  shall,  whenever  requested by Silicon,  use its best efforts to cause
such third  party to execute  and  deliver to  Silicon,  in form  acceptable  to
Silicon,  such waivers and  subordinations  as Silicon shall  specify,  so as to
ensure that  Silicon's  rights in the  Collateral  are, and will continue to be,
superior to the rights of any such third party. Borrower will keep in full force
and effect,  and will  comply with all the terms of, any lease of real  property
where any of the Collateral now or in the future may be located.

        3.5 Maintenance of Collateral.  Borrower will maintain the Collateral in
good  working  condition,  and  Borrower  will  not use the  Collateral  for any
unlawful  purpose.  Borrower will  immediately  advise Silicon in writing of any
material loss or damage to the Collateral.

        3.6 Books and Records.  Borrower  has  maintained  and will  maintain at
Borrower's  Address  complete and  accurate  books and  records,  comprising  an
accounting system in accordance with generally accepted accounting principles.

                                      -3-
<PAGE>



        3.7  Financial   Condition,   Statements  and  Reports.   All  financial
statements  now or in the future  delivered to Silicon  have been,  and will be,
prepared in conformity with generally accepted accounting principles and now and
in the future will completely and accurately reflect the financial  condition of
Borrower, at the times and for the periods therein stated. Between the last date
covered by any such statement provided to Silicon and the date hereof, there has
been no  material  adverse  change in the  financial  condition  or  business of
Borrower. Borrower is now and will continue to be solvent.

        3.8 Tax Returns and Payments; Pension Contributions. Borrower has timely
filed,  and will timely file,  all tax returns and reports  required by foreign,
federal, state and local law, and Borrower has timely paid, and will timely pay,
all  foreign,  federal,  state  and  local  taxes,  assessments,   deposits  and
contributions  now or in the future owed by  Borrower.  Borrower  may,  however,
defer payment of any contested  taxes,  provided that Borrower (i) in good faith
contests  Borrower's  obligation  to pay the  taxes by  appropriate  proceedings
promptly and  diligently  instituted  and  conducted,  (ii) notifies  Silicon in
writing  of  the  commencement   of,  and  any  material   development  in,  the
proceedings, and (iii) posts bonds or takes any other steps required to keep the
contested  taxes from  becoming a lien upon any of the  Collateral.  Borrower is
unaware of any claims or  adjustments  proposed for any of Borrower's  prior tax
years  which  could  result in  additional  taxes  becoming  due and  payable by
Borrower.  Borrower has paid, and shall continue to pay all amounts necessary to
fund all present and future  pension,  profit sharing and deferred  compensation
plans in accordance with their terms, and Borrower has not and will not withdraw
from participation in, permit partial or complete  termination of, or permit the
occurrence  of any other event with respect to, any such plan which could result
in any liability of Borrower,  including  any  liability to the Pension  Benefit
Guaranty  Corporation  or its  successors  or  any  other  governmental  agency.
Borrower shall, at all times, utilize the services of an outside payroll service
providing for the automatic deposit of all payroll taxes payable by Borrower.

        3.9 Compliance with Law. Borrower has complied,  and will comply, in all
material respects, with all provisions of all foreign,  federal, state and local
laws and regulations relating to Borrower,  including, but not limited to, those
relating to Borrower's  ownership of real or personal property,  the conduct and
licensing of Borrower's business, and all environmental matters.

        3.10 Litigation. Except as disclosed in the Schedule, there is no claim,
suit, litigation,  proceeding or investigation pending or (to best of Borrower's
knowledge) threatened by or against or affecting Borrower in any court or before
any  governmental  agency (or any basis  therefor  known to Borrower)  which may
result, either separately or in the aggregate, in any material adverse change in
the financial  condition or business of Borrower,  or in any material impairment
in the ability of Borrower to carry on its  business in  substantially  the same
manner as it is now being  conducted.  Borrower will promptly  inform Silicon in
writing of any claim,  proceeding,  litigation  or  investigation  in the future
threatened or instituted  by or against  Borrower  involving any single claim of
$50,000 or more, or involving $100,000 or more in the aggregate.

        3.11 Use of Proceeds. All proceeds of all Loans shall be used solely for
lawful  business  purposes.  Borrower is not  purchasing or carrying any "margin
stock" (as  defined in  Regulation  U of the Board of  Governors  of the Federal
Reserve System) and no part of the proceeds of any Loan will be used to purchase
or carry any  "margin  stock" or to extend  credit to others for the  purpose of
purchasing or carrying any "margin stock."

                                      -4-
<PAGE>


4.      RECEIVABLES.
        4.1  Representations  Relating to Receivables.  Borrower  represents and
warrants to Silicon as follows:  Each Receivable with respect to which Loans are
requested by Borrower  shall,  on the date each Loan is requested and made,  (i)
represent an  undisputed  bona fide  existing un  conditional  obligation of the
Account  Debtor  created by the sale,  delivery,  and acceptance of goods or the
rendition of services in the ordinary  course of Borrower's  business,  and (ii)
meet the Minimum Eligibility Requirements set forth in Section 8 below.

        4.2 Representations Relating to Documents and Legal Compliance. Borrower
represents  and  warrants to Silicon as  follows:  All  statements  made and all
unpaid  balances  appearing in all  invoices,  instruments  and other  documents
evidencing  the  Receivables  are and  shall  be true and  correct  and all such
invoices,  instruments  and  other  documents  and all of  Borrower's  books and
records are and shall be genuine and in all  respects  what they  purport to be,
and all signatories  and endorsers have the capacity to contract.  All sales and
other  transactions  underlying  or giving rise to each  Receivable  shall fully
comply with all applicable  laws and  governmental  rules and  regulations.  All
signatures  and  endorsements  on all  documents,  instruments,  and  agreements
relating to all  Receivables  are and shall be genuine,  and all such documents,
instruments  and agreements  are and shall be legally  enforceable in accordance
with their terms.

        4.3 Schedules  and Documents  relating to  Receivables.  Borrower  shall
deliver  to  Silicon  transaction  reports  and  loan  requests,  schedules  and
assignments of all Receivables,  and schedules of collections,  all on Silicon's
standard  forms;  provided,  however,  that  Borrower's  failure to execute  and
deliver the same shall not affect or limit Silicon's security interest and other
rights in all of Borrower's Receivables,  nor shall Silicon's failure to advance
or lend  against  a  specific  Receivable  affect  or limit  Silicon's  security
interest and other rights therein.  Loan requests received after 12:00 Noon will
not be considered  by Silicon  until the next  Business Day.  Together with each
such schedule and assignment,  or later if requested by Silicon,  Borrower shall
furnish  Silicon  with copies  (or,  at  Silicon's  request,  originals)  of all
contracts,  orders,  invoices,  and other  similar  documents,  and all original
shipping instructions, delivery receipts, bills of lading, and other evidence of
delivery,  for any  goods  the sale or  disposition  of which  gave rise to such
Receivables,  and Borrower  warrants the  genuineness  of all of the  foregoing.
Borrower shall also furnish to Silicon an aged accounts receivable trial balance
in such form and at such  intervals  as  Silicon  shall  request.  In  addition,
Borrower  shall  deliver to Silicon the  originals of all  instruments,  chattel
paper,  security  agreements,   guarantees  and  other  documents  and  property
evidencing or securing any Receivables,  immediately upon receipt thereof and in
the same form as received, with all necessary  indorsements,  all of which shall
be with  recourse.  * Borrower  shall also  provide  Silicon  with copies of all
credit memos within two days after the date issued.

* Upon Silicon's request,

        4.4 Collection of Receivables.  Borrower shall have the right to collect
all Receivables, unless and until a Default or an Event of Default has occurred.
Borrower  shall hold all payments on, and proceeds of,  Receivables in trust for
Silicon,  and Borrower shall immediately  deliver all such payments and proceeds
to Silicon in their original form,  duly endorsed in blank, to be applied to the
Obligations  in such order as  Silicon  shall  determine.  Silicon  may,  in its
discretion,  require  that all proceeds of  Collateral  be deposited by Borrower
into a lockbox account,  or such other "blocked account" as Silicon may specify,
pursuant to a blocked account agreement in such form as Silicon

                                      -5-
<PAGE>



may specify.  Silicon or its designee may, at any time,  notify Account  Debtors
that the Receivables have been assigned to Silicon.

        4.5.  Remittance of Proceeds.  All proceeds arising from the disposition
of any  Collateral  shall be  delivered,  in kind, by Borrower to Silicon in the
original  form in which  received  by  Borrower  not  later  than the  following
Business Day after receipt by Borrower, to be applied to the Obligations in such
order as  Silicon  shall  determine;  provided  that,  if no Default or Event of
Default has  occurred,  Borrower  shall not be obligated to remit to Silicon the
proceeds of the sale of worn out or obsolete  equipment  disposed of by Borrower
in good faith in an arm's length  transaction for an aggregate purchase price of
$25,000 or less (for all such transactions in any fiscal year).  Borrower agrees
that it will not commingle  proceeds of Collateral with any of Borrower's  other
funds or  property,  but will hold such  proceeds  separate  and apart from such
other funds and  property and in an express  trust for Silicon.  Nothing in this
Section limits the restrictions on disposition of Collateral set forth elsewhere
in this Agreement.

        4.6 Disputes.  Borrower shall notify Silicon promptly of all disputes or
claims  relating  to  Receivables.  Borrower  shall not forgive  (completely  or
partially),  compromise or settle any  Receivable for less than payment in full,
or agree to do any of the  foregoing,  except that Borrower may do so,  provided
that: (i) Borrower does so in good faith, in a commercially  reasonable  manner,
in the ordinary course of business, and in arm's length transactions,  which are
reported to Silicon on the regular reports provided to Silicon;  (ii) no Default
or Event of Default  has  occurred  and is  continuing;  and (iii)  taking  into
account all such discounts  settlements and forgiveness,  the total  outstanding
Loans  will not  exceed the Credit  Limit.  Silicon  may,  at any time after the
occurrence of an Event of Default,  settle or adjust disputes or claims directly
with  Account  Debtors  for  amounts  and upon  terms  which  Silicon  considers
advisable in its  reasonable  credit  judgment and, in all cases,  Silicon shall
credit  Borrower's Loan account with only the net amounts received by Silicon in
payment of any Receivables.

        4.7  Returns.   Provided  no  Event  of  Default  has  occurred  and  is
continuing,  if any  Account  Debtor  returns any  Inventory  to Borrower in the
ordinary  course of its business,  Borrower shall promptly  determine the reason
for such return and promptly issue a credit  memorandum to the Account Debtor in
the appropriate  amount (sending a copy to Silicon).  In the event any attempted
return occurs after the  occurrence of any Event of Default,  Borrower shall (i)
hold the returned  Inventory in trust for Silicon,  (ii)  segregate all returned
Inventory from all of Borrower's other property,  (iii)  conspicuously label the
returned Inventory as Silicon's property, and (iv) immediately notify Silicon of
the return of any Inventory, specifying the reason for such return, the location
and condition of the returned  Inventory,  and on Silicon's request deliver such
returned Inventory to Silicon.

        4.8  Verification.  Silicon may, from time to time, verify directly with
the respective  Account Debtors the validity,  amount and other matters relating
to the Receivables, by means of mail, telephone or otherwise, either in the name
of Borrower or Silicon or such other name as Silicon may choose.

        4.9  No  Liability.   Silicon  shall  not  under  any  circumstances  be
responsible or liable for any shortage or discrepancy  in, damage to, or loss or
destruction of, any goods, the sale or other  disposition of which gives rise to
a Receivable, or for any error, act, omission, or delay of any kind occurring in
the  settlement,  failure to  settle,  collection  or  failure  to  collect  any
Receivable,  or for settling any Receivable in good faith for less than the full
amount thereof, nor shall Silicon be

                                      -6-
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deemed to be responsible for any of Borrower's obligations under any contract or
agreement giving rise to a Receivable.  Nothing herein shall,  however,  relieve
Silicon from liability for its own gross negligence or willful misconduct.

5.      ADDITIONAL DUTIES OF THE BORROWER.
        5.1    Financial and Other Covenants.  Borrower shall at all times
comply with the financial and other covenants set forth in the Schedule.

        5.2 Insurance.  Borrower  shall, at all times insure all of the tangible
personal  property  Collateral  and carry such other  business  insurance,  with
insurers  reasonably  acceptable to Silicon, in such form and amounts as Silicon
may reasonably require, and Borrower shall provide evidence of such insurance to
Silicon,  so that Silicon is satisfied that such insurance is, at all times,  in
full force and effect.  All such  insurance  policies  shall name  Silicon as an
additional  loss payee,  and shall contain a lenders loss payee  endorsement  in
form reasonably  acceptable to Silicon. Upon receipt of the proceeds of any such
insurance,  Silicon shall apply such proceeds in reduction of the Obligations as
Silicon shall determine in its sole discretion, except that, provided no Default
or Event of Default has occurred and is  continuing,  Silicon  shall  release to
Borrower  insurance  proceeds  with  respect  to  Equipment  totaling  less than
$100,000,  which  shall be  utilized  by  Borrower  for the  replacement  of the
Equipment  with respect to which the insurance  proceeds were paid.  Silicon may
require reasonable  assurance that the insurance proceeds so released will be so
used. If Borrower fails to provide or pay for any insurance, Silicon may, but is
not obligated to, obtain the same at Borrower's expense. Borrower shall promptly
deliver to Silicon copies of all reports made to insurance companies.

        5.3 Reports.  Borrower,  at its expense,  shall provide Silicon with the
written  reports set forth in the Schedule,  and such other written reports with
respect to Borrower (including budgets,  sales projections,  operating plans and
other  financial  documentation),  as Silicon shall from time to time reasonably
specify.

        5.4 Access to Collateral, Books and Records. At reasonable times, and on
one  Business  Day's  notice,  Silicon,  or its agents,  shall have the right to
inspect the  Collateral,  and the right to audit and copy  Borrower's  books and
records.   Silicon  shall  take  reasonable  steps  to  keep   confidential  all
information obtained in any such inspection or audit, but Silicon shall have the
right to disclose any such information to its auditors, regulatory agencies, and
attorneys,  and pursuant to any subpoena or other legal  process.  The foregoing
inspections  and audits shall be at Borrower's  expense and the charge  therefor
shall be $500 per  person  per day (or such  higher  amount  as shall  represent
Silicon's then current  standard  charge for the same),  plus  reasonable out of
pocket expenses.  Borrower will not enter into any agreement with any accounting
firm,  service bureau or third party to store Borrower's books or records at any
location  other than  Borrower's  Address,  without  first  obtaining  Silicon's
written consent,  which may be conditioned  upon such accounting  firm,  service
bureau or other  third  party  agreeing  to give  Silicon  the same  rights with
respect to access to books and records  and related  rights as Silicon has under
this Loan  Agreement.  Borrower  waives  the  benefit  of any  accountant-client
privilege or other evidentiary  privilege precluding or limiting the disclosure,
divulgence  or delivery of any of its books and records  (except  that  Borrower
does not waive any at torney-client privilege).

        5.5    Negative Covenants.  Except as may be permitted in the Schedule,
Borrower shall not, without Silicon's prior written consent, do any of the
following:  (i) merge or consolidate with another corporation or entity*; (ii)
acquire any assets, except in the ordinary course of business; (iii)

                                      -7-
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enter into any other transaction  outside the ordinary course of business;  (iv)
sell or transfer any  Collateral,  except for the sale of finished  Inventory in
the ordinary course of Borrower's business,  and except for the sale of obsolete
or  unneeded  Equipment  in the  ordinary  course  of  business;  (v)  store any
Inventory or other Collateral with any  warehouseman or other third party;  (vi)
sell any Inventory on a sale-or-return,  guaranteed sale, consignment,  or other
contingent  basis;  (vii)  make any loans of any money or other  assets;  (viii)
incur any debts,  outside the ordinary  course of  business,  which would have a
material,  adverse  effect on Borrower or on the  prospect of  repayment  of the
Obligations;  (ix)  guarantee  or  otherwise  become  liable with respect to the
obligations  of another  party or entity;  (x) pay or declare any  dividends  on
Borrower's  stock  (except for dividends  payable  solely in stock of Borrower);
(xi) redeem, retire, purchase or otherwise acquire, directly or indirectly,  any
of Borrower's stock; (xii) make any change in Borrower's capital structure which
would have a material adverse effect on Borrower or on the prospect of repayment
of the Obligations; or (xiii) pay total compensation,  including salaries, fees,
bonuses, commissions, and all other payments, whether directly or indirectly, in
money or  otherwise,  to Borrower's  executives,  officers and directors (or any
relative  thereof)  in an  amount  in  excess  of the  amount  set  forth on the
Schedule; or (xiv) dissolve or elect to dissolve.  Transactions permitted by the
foregoing  provisions of this Section are only  permitted if no Default or Event
of Default would occur as a result of such transaction.

* , provided that Silicon's prior written consent to any such merger or
consolidation shall not be unreasonably withheld

        5.6 Litigation Cooperation. Should any third-party suit or proceeding be
instituted by or against Silicon with respect to any Collateral or in any manner
relating to Borrower, Borrower shall, without expense to Silicon, make available
Borrower  and its  officers,  employees  and  agents  and  Borrower's  books and
records, to the extent that Silicon may deem them reasonably  necessary in order
to prosecute or defend any such suit or proceeding.

        5.7 Further  Assurances.  Borrower agrees, at its expense, on request by
Silicon,  to execute all  documents and take all actions,  as Silicon,  may deem
reasonably  necessary  or  useful in order to  perfect  and  maintain  Silicon's
perfected security interest in the Collateral,  and in order to fully consummate
the transactions contemplated by this Agreement.

6.      TERM.
        6.1 Maturity  Date.  This  Agreement  shall continue in effect until the
maturity date set forth on the Schedule (the "Maturity Date"); provided that the
Maturity  Date  shall  automatically  be  extended,  and  this  Agreement  shall
automatically  and continuously  renew,  for successive  additional terms of one
year each,  unless one party gives  written  notice to the other,  not less than
sixty days prior to the next Maturity Date,  that such party elects to terminate
this Agreement effective on the next Maturity Date.


        6.2    Early Termination.  This Agreement may be terminated prior to the
Maturity Date as follows:  (i) by Borrower, effective three Business Days after
written notice of termination is given to Silicon; or (ii) by Silicon at any
time after the occurrence of an Event of Default, without notice, effective
immediately.  If this Agreement is terminated by Borrower or by Silicon under
this Section 6.2, Borrower shall pay to Silicon a termination fee in an amount
equal to * of the Maximum Credit Limit, provided that no termination fee shall
be charged if the credit facility hereunder is replaced with a new facility from
another division of Silicon Valley Bank.  The


                                      -8-
<PAGE>



termination  fee shall be due and payable on the effective  date of  termination
and  thereafter  shall  bear  interest  at a  rate  equal  to the  highest  rate
applicable to any of the Obligations.

* one percent (1.0%)

        6.3  Payment of  Obligations.  On the  Maturity  Date or on any  earlier
effective  date of  termination,  Borrower  shall  pay and  perform  in full all
Obligations, whether evidenced by installment notes or otherwise, and whether or
not all or any part of such  Obligations  are  otherwise  then due and  payable.
Without limiting the generality of the foregoing, if on the Maturity Date, or on
any earlier effective date of termination,  there are any outstanding Letters of
Credit  issued by  Silicon  or  issued  by  another  institution  based  upon an
application,  guarantee,  indemnity or similar agreement on the part of Silicon,
then on such date Borrower shall provide to Silicon cash collateral in an amount
equal to the face amount of all such Letters of Credit plus all  interest,  fees
and cost due or to become  due in  connection  therewith,  to secure  all of the
Obligations  relating  to said  Letters of Credit,  pursuant to  Silicon's  then
standard form cash pledge  agreement.  Notwithstanding  any  termination of this
Agreement,  all of Silicon's security interests in all of the Collateral and all
of the terms and provisions of this  Agreement  shall continue in full force and
effect until all  Obligations  have been paid and  performed  in full;  provided
that,  without  limiting  the fact that Loans are subject to the  discretion  of
Silicon,  Silicon may, in its sole discretion,  refuse to make any further Loans
after termination. No termination shall in any way affect or impair any right or
remedy of  Silicon,  nor  shall any such  termination  relieve  Borrower  of any
Obligation to Silicon, until all of the Obligations have been paid and performed
in  full.  Upon  payment  and  performance  in full of all the  Obligations  and
termination  of this  Agreement,  Silicon  shall  promptly  deliver to  Borrower
termination  statements,  requests for reconveyances and such other documents as
may be required to fully terminate Silicon's security interests.

                                      -9-
<PAGE>



7.      EVENTS OF DEFAULT AND REMEDIES.

        7.1 Events of Default.  The  occurrence of any of the  following  events
shall constitute an "Event of Default" under this Agreement,  and Borrower shall
give Silicon immediate written notice thereof: (a) Any warranty, representation,
statement, report or certificate made or delivered to Silicon by Borrower or any
of  Borrower's  officers,  employees or agents,  now or in the future,  shall be
untrue or misleading in a material  respect;  or (b) Borrower  shall fail to pay
when due any Loan or any interest thereon or any other monetary  Obligation;  or
(c) the total Loans and other  Obligations  outstanding at any time shall exceed
the Credit Limit; or (d) Borrower shall fail to comply with any of the financial
covenants  set  forth  in the  Schedule  or  shall  fail to  perform  any  other
non-monetary  Obligation  which by its nature  cannot be cured;  or (e) Borrower
shall fail to perform any other non- monetary  Obligation,  which failure is not
cured  within 5 Business  Days after the date due; or (f) any levy,  assessment,
attachment,  seizure,  lien or encumbrance (other than a Permitted Lien) is made
on all or any part of the Collateral which is not cured within 10 days after the
occurrence of the same; or (g) any default or event of default  occurs under any
obligation secured by a Permitted Lien, which is not cured within any applicable
cure  period or waived in writing by the holder of the  Permitted  Lien;  or (h)
Borrower  breaches  any  material  contract  or  obligation,  which  has  or may
reasonably be expected to have a material adverse effect on Borrower's  business
or financial condition; or (i) Dissolution, termination of existence, insolvency
or business  failure of  Borrower;  or  appointment  of a  receiver,  trustee or
custodian, for all or any part of the property of, assignment for the benefit of
creditors  by, or the  commencement  of any  proceeding  by  Borrower  under any
reorganization,  bankruptcy,  insolvency,  arrangement,  readjustment  of  debt,
dissolution or  liquidation  law or statute of any  jurisdiction,  now or in the
future in effect; or (j) the commencement of any proceeding  against Borrower or
any guarantor of any of the Obligations  under any  reorganization,  bankruptcy,
insolvency, arrangement, readjustment of debt, dissolution or liquidation law or
statute of any juris diction, now or in the future in effect, which is not cured
by the  dismissal  thereof  within  30 days  after  the date  commenced;  or (k)
revocation or  termination  of, or limitation or denial of liability  upon,  any
guaranty  of the  Obligations  or any  attempt  to do any of the  foregoing,  or
commencement of proceedings by any guarantor of any of the Obligations under any
bankruptcy or insolvency law; or (l) revocation or termination of, or limitation
or  denial  of  liability  upon,  any  pledge  of any  certificate  of  deposit,
securities or other  property or asset of any kind pledged by any third party to
secure any or all of the Obligations, or any attempt to do any of the foregoing,
or  commencement  of  proceedings  by or against  any such third party under any
bankruptcy  or insolvency  law; or (m) Borrower  makes any payment on account of
any  indebtedness or obligation  which has been  subordinated to the Obligations
other than as permitted in the  applicable  subordination  agreement,  or if any
Person who has subordinated  such  indebtedness or obligations  terminates or in
any way limits his subordination agreement; or (n) there shall be * of more than
20% of the outstanding shares of stock of Borrower, in one or more transactions,
compared to the ownership of  outstanding  shares of stock of Borrower in effect
on the date  hereof,  without  the prior  written  consent  of  Silicon;  or (o)
Borrower shall generally not pay its debts as they become due, or Borrower shall
conceal,  remove or transfer  any part of its  property,  with intent to hinder,
delay or defraud  its  creditors,  or make or suffer any  transfer of any of its
property which may be fraudulent under any bankruptcy,  fraudulent conveyance or
similar  law;  or (p) there  shall be a material  adverse  change in  Borrower's
business or financial condition;  or (q) Silicon,  acting in good faith and in a
commercially  reasonable manner, deems itself insecure because of the occurrence
of an event prior to the effective date hereof of which Silicon had no knowledge
on the effective  date or because of the occurrence of an event on or subsequent
to the effective date.


                                      -10-
<PAGE>



Silicon  may cease  making  any Loans  hereunder  during  any of the above  cure
periods, and thereafter if an Event of Default has occurred.

  * an acquisition by any Person

        7.2 Remedies.  Upon the  occurrence of any Event of Default,  and at any
time  thereafter,  Silicon,  at its option,  and without notice or demand of any
kind (all of which are hereby expressly  waived by Borrower),  may do any one or
more of the following:  (a) Cease making Loans or other wise extending credit to
Borrower under this Agreement or any other document or agreement; (b) Accelerate
and declare all or any part of the Obligations to be immediately  due,  payable,
and performable, notwithstanding any deferred or installment payments allowed by
any instrument evidencing or relating to any Obligation;  (c) Take possession of
any or all of the  Collateral  wherever  it may be found,  and for that  purpose
Borrower hereby authorizes Silicon without judicial process to enter onto any of
Borrower's  premises  without  interference  to search for, take  possession of,
keep,  store,  or remove any of the  Collateral,  and remain on the  premises or
cause a  custodian  to remain on the  premises  in  exclusive  control  thereof,
without charge for so long as Silicon deems it reasonably  necessary in order to
complete  the  enforcement  of its  rights  under  this  Agreement  or any other
agreement; provided, however, that should Silicon seek to take possession of any
of the Collateral by Court process,  Borrower hereby irrevocably waives: (i) any
bond and any surety or security relating thereto required by any statute,  court
rule or  otherwise  as an  incident  to such  possession;  (ii) any  demand  for
possession prior to the commencement of any suit or action to recover possession
thereof;  and (iii) any requirement  that Silicon retain  possession of, and not
dis pose of,  any such  Collateral  until  after  trial or final  judgment;  (d)
Require  Borrower to assemble any or all of the Collateral and make it available
to Silicon at places  designated by Silicon which are  reasonably  convenient to
Silicon and Borrower,  and to remove the Collateral to such locations as Silicon
may deem advisable; (e) Complete the processing,  manufacturing or repair of any
Collateral  prior to a  disposition  thereof  and,  for such purpose and for the
purpose of removal,  Silicon  shall have the right to use  Borrower's  premises,
vehicles,  hoists,  lifts,  cranes,  equipment  and all other  property  without
charge;  (f) Sell, lease or otherwise  dispose of any of the Collateral,  in its
condition  at  the  time  Silicon  obtains  possession  of it or  after  further
manufacturing, processing or repair, at one or more public and/or private sales,
in lots or in bulk, for cash,  exchange or other property,  or on credit, and to
adjourn  any  such  sale  from  time to time  without  notice  other  than  oral
announcement  at the time  scheduled  for sale.  Silicon shall have the right to
conduct such disposition on Borrower's premises without charge, for such time or
times as Silicon deems reasonable,  or on Silicon's  premises,  or elsewhere and
the  Collateral  need not be located at the place of  disposition.  Silicon  may
directly or through any affiliated  company  purchase or lease any Collateral at
any such public  disposition,  and if permissible  under  applicable law, at any
private  disposition.  Any sale or other  disposition  of  Collateral  shall not
relieve  Borrower  of any  liability  Borrower  may  have if any  Collateral  is
defective  as to title or physical  condition  or otherwise at the time of sale;
(g) Demand  payment  of, and  collect any  Receivables  and General  Intangibles
comprising  Collateral  and,  in  connection  therewith,   Borrower  irrevocably
authorizes  Silicon  to  endorse  or sign  Borrower's  name on all  collections,
receipts,  instruments and other documents,  to take possession of and open mail
addressed to Borrower  and remove  therefrom  payments  made with respect to any
item of the Collateral or proceeds  thereof,  and, in Silicon's sole discretion,
to grant extensions of time to pay, compromise claims and settle Receivables and
the like  for less  than  face  value;  (h)  Offset  against  any sums in any of
Borrower's  general,  special or other Deposit  Accounts  with Silicon;  and (i)
Demand and receive  possession of any of Borrower's federal and state income tax
returns  and the  books and  records  utilized  in the  preparation  thereof  or
referring thereto. All reasonable attorneys'

                                      -11-
<PAGE>



fees,  expenses,  costs,  liabilities and  obligations  incurred by Silicon with
respect to the foregoing  shall be added to and become part of the  Obligations,
shall be due on demand,  and shall bear  interest at a rate equal to the highest
interest rate  applicable  to any of the  Obligations.  Without  limiting any of
Silicon's  rights and  remedies,  from and after the  occurrence of any Event of
Default,  the interest rate applicable to the Obligations  shall be increased by
an additional four percent per annum.

        7.3 Standards for Determining  Commercial  Reasonableness.  Borrower and
Silicon  agree that a sale or other  disposition  (collectively,  "sale") of any
Collateral  which  complies with the following  standards will  conclusively  be
deemed  to be  commercially  reasonable:  (i)  Notice  of the  sale is  given to
Borrower  at least  seven days prior to the sale,  and,  in the case of a public
sale,  notice of the sale is  published at least seven days before the sale in a
newspaper  of  general  circulation  in  the  county  where  the  sale  is to be
conducted;  (ii)  Notice  of the  sale  describes  the  collateral  in  general,
non-specific  terms;  (iii)  The  sale is  conducted  at a place  designated  by
Silicon,  with or without the Collateral being present;  (iv) The sale commences
at any time between 8:00 a.m. and 6:00 p.m; (v) Payment of the purchase price in
cash or by cashier's  check or wire  transfer is required;  (vi) With respect to
any sale of any of the Collateral,  Silicon may (but is not obligated to) direct
any  prospective  purchaser  to  ascertain  directly  from  Borrower any and all
information  concerning the same.  Silicon shall be free to employ other methods
of  noticing  and  selling  the  Collateral,  in its  discretion,  if  they  are
commercially reasonable.

        7.4 Power of  Attorney.  Upon the  occurrence  of any Event of  Default,
without limiting Silicon's other rights and remedies, Borrower grants to Silicon
an  irrevocable  power of attorney  coupled  with an interest,  authorizing  and
permitting Silicon (acting through any of its employees, attorneys or agents) at
any time,  at its option,  but  without  obligation,  with or without  notice to
Borrower,  and at  Borrower's  expense,  to do any or all of the  following,  in
Borrower's  name or  otherwise,  but Silicon  agrees to exercise  the  following
powers in a commercially  reasonable  manner:  (a) Execute on behalf of Borrower
any documents that Silicon may, in its sole discretion,  deem advisable in order
to perfect and maintain  Silicon's  security  interest in the Collateral,  or in
order  to  exercise  a right  of  Borrower  or  Silicon,  or in  order  to fully
consummate all the transactions contemplated under this Agreement, and all other
present and future  agreements;  (b) Execute on be half of Borrower any document
exercising,  transferring or assigning any option to purchase, sell or otherwise
dispose of or to lease (as lessor or lessee) any real or personal property which
is part of Silicon's Collateral or in which Silicon has an interest; (c) Execute
on behalf of  Borrower,  any  invoices  relating  to any  Receivable,  any draft
against any Account  Debtor and any notice to any Account  Debtor,  any proof of
claim in bankruptcy,  any Notice of Lien, claim of mechanic's,  materialman's or
other lien, or assignment or satisfaction of mechanic's,  materialman's or other
lien; (d) Take control in any manner of any cash or non-cash items of payment or
proceeds of Collateral;  endorse the name of Borrower upon any  instruments,  or
documents,  evidence  of  payment  or  Collateral  that may come into  Silicon's
possession;  (e) Endorse all checks and other forms of  remittances  received by
Silicon;  (f) Pay,  contest or settle any lien,  charge,  encumbrance,  security
interest and adverse claim in or to any of the Collateral, or any judgment based
thereon,  or otherwise  take any action to terminate or discharge the same;  (g)
Grant extensions of time to pay,  compromise  claims and settle  Receivables and
General  Intangibles for less than face value and execute all releases and other
documents  in  connection  therewith;  (h) Pay any sums  required  on account of
Borrower's  taxes or to secure the release of any liens  therefor,  or both; (i)
Settle and adjust, and give releases of, any insurance claim that relates to any
of the  Collateral  and obtain  payment  therefor;  (j) Instruct any third party
having custody or control of any books or records  belonging to, or relating to,
Borrower to give Silicon the same rights of access and other rights with respect
thereto as Silicon

                                      -12-
<PAGE>



has under this  Agreement;  and (k) Take any action or pay any sum  required  of
Borrower pursuant to this Agreement and any other present or future  agreements.
Any and all  reasonable  sums paid and any and all reasonable  costs,  expenses,
liabilities, obligations and attorneys' fees incurred by Silicon with respect to
the  foregoing  shall be added to and become part of the  Obligations,  shall be
payable  on  demand,  and shall bear  interest  at a rate  equal to the  highest
interest rate applicable to any of the Obligations.  In no event shall Silicon's
rights under the  foregoing  power of attorney or any of Silicon's  other rights
under this  Agreement  be deemed to indicate  that  Silicon is in control of the
business, management or properties of Borrower.

        7.5 Application of Proceeds.  All proceeds realized as the result of any
sale of the  Collateral  shall be  applied by  Silicon  first to the  reasonable
costs,  expenses,  liabilities,  obligations  and  attorneys'  fees  incurred by
Silicon in the  exercise  of its  rights  under  this  Agreement,  second to the
interest  due upon any of the  Obligations,  and third to the  principal  of the
Obligations,  in such order as Silicon shall  determine in its sole  discretion.
Any surplus shall be paid to Borrower or other persons legally entitled thereto;
Borrower shall remain liable to Silicon for any deficiency.  If, Silicon, in its
sole discretion,  directly or indirectly enters into a deferred payment or other
credit  transaction with any purchaser at any sale of Collateral,  Silicon shall
have the option,  exercisable  at any time,  in its sole  discretion,  of either
reducing the Obligations by the principal  amount of purchase price or deferring
the reduction of the Obligations until the actual receipt by Silicon of the cash
therefor.

        7.6  Remedies  Cumulative.  In addition to the rights and  remedies  set
forth in this  Agreement,  Silicon  shall have all the other rights and remedies
accorded a secured party under the California  Uniform Commercial Code and under
all other applicable laws, and under any other instrument or agreement now or in
the future entered into between Silicon and Borrower, and all of such rights and
remedies are cumulative and none is exclusive.  Exercise or partial  exercise by
Silicon  of one or more  of its  rights  or  remedies  shall  not be  deemed  an
election,  nor bar Silicon from subsequent  exercise or partial  exercise of any
other rights or remedies. The failure or delay of Silicon to exercise any rights
or remedies shall not operate as a waiver  thereof,  but all rights and remedies
shall continue in full force and effect until all of the  Obligations  have been
fully paid and performed.

8.      DEFINITIONS.  As used in this Agreement, the following terms have the
following meanings:
"Account Debtor" means the obligor on a Receivable.
 --------------

"Affiliate" means, with respect to any Person, a relative, partner, shareholder,
director,  officer,  or employee of such Person,  or any parent or subsidiary of
such Person,  or any Person  controlling,  controlled by or under common control
with such Person.

"Business Day" means a day on which Silicon is open for business.

"Code" means the Uniform  Commercial  Code as adopted and in effect in the State
of California from time to time.

"Collateral" has the meaning set forth in Section 2.1 above.

"Default"  means any event which with  notice or passage of time or both,  would
constitute an Event of Default.

"Deposit Account" has the meaning set forth in Section 9105 of the Code.

                                      -13-
<PAGE>



"Eligible Inventory" [NOT APPLICABLE].


"Eligible  Receivables"  means  Receivables  arising in the  ordinary  course of
Borrower's  business  from the sale of goods or  rendition  of  services,  which
Silicon, in its sole judgment, shall deem eligible for borrowing,  based on such
considerations  as  Silicon  may from  time to time  deem  appropriate.  Without
limiting the fact that the  determination of which  Receivables are eligible for
borrowing is a matter of  Silicon's  discretion,  the  following  (the  "Minimum
Eligibility  Requirements") are the minimum  requirements for a Receivable to be
an Eligible Receivable: (i) the Receivable must not be outstanding for more than
* days  from its  invoice  date,  (ii) the  Receivable  must not be due  under a
fulfillment  or  requirements  contract  with  the  Account  Debtor,  (iii)  the
Receivable  must not be  subject  to any  contingencies  (including  Receivables
arising from sales on  consignment,  guaranteed  sale or other terms pursuant to
which payment by the Account  Debtor may be  conditional),  (iv) the  Receivable
must not be owing from an Account  Debtor with whom the Borrower has any dispute
(whether or not relating to the particular Receivable),  (v) the Receivable must
not be owing from an  Affiliate  of Borrower,  (vi) the  Receivable  must not be
owing from an Account  Debtor which is subject to any  insolvency  or bankruptcy
proceeding, or whose financial condition is not acceptable to Silicon, or which,
fails or goes out of a material  portion of its business,  (vii) the  Receivable
must  not be  owing  from  the  United  States  or  any  department,  agency  or
instrumentality  thereof  (unless  there  has  been  compliance,   to  Silicon's
satisfaction,  with the United  States  Assignment  of Claims  Act),  (viii) the
Receivable  must not be owing from an Account Debtor located  outside the United
States or Canada (unless  pre-approved  by Silicon in its discretion in writing,
or backed  by a letter  of  credit  satisfactory  to  Silicon,  or FCIA  insured
satisfactory to Silicon),  (ix) the Receivable must not be owing from an Account
Debtor to whom  Borrower  is or may be  liable  for  goods  purchased  from such
Account Debtor or  otherwise**.  Receivables  owing from one Account Debtor will
not be deemed  Eligible  Receivables  to the extent they exceed 25% of the total
Receivables outstanding.  In addition, if more than *** of the Receivables owing
from an Account Debtor are outstanding more than 90 days from their invoice date
(without regard to unapplied credits) or are otherwise not eligible Receivables,
then all  Receivables  owing from that Account Debtor will be deemed  ineligible
for  borrowing.  Silicon may, from time to time, in its  discretion,  revise the
Minimum Eligibility Requirements, upon written notice to the Borrower.


* 120

** , (x) the Receivable must not be owing from any state or local government, or
any  department,  agency  or  instrumentality  thereof  (unless  there  has been
compliance, to Silicon's satisfaction,  with any applicable assignment of claims
statutes or other regulations)

*** 33%

"Equipment" means all of Borrower's  present and hereafter  acquired  machinery,
molds, machine tools, motors, furniture, equipment, furnishings, fixtures, trade
fixtures,  motor vehicles,  tools,  parts,  dyes, jigs, goods and other tangible
personal  property (other than Inventory) of every kind and description  used in
Borrower's  operations  or  owned by  Borrower  and any  interest  in any of the
foregoing,   and  all  attachments,   accessories,   accessions,   replacements,
substitutions,  additions  or  improvements  to any of the  foregoing,  wherever
located.

"Event of  Default"  means any of the events  set forth in  Section  7.1 of this
Agreement.

                                      -14-
<PAGE>



"General  Intangibles"  means all general  intangibles of Borrower,  whether now
owned  or  hereafter  created  or  acquired  by  Borrower,   including,  without
limitation,  all choses in action, causes of action, corporate or other business
records, Deposit Accounts, inventions,  designs, drawings, blueprints,  patents,
patent  applications,  trademarks  and the goodwill of the  business  symbolized
thereby, names, trade names, trade secrets, goodwill, copyrights, registrations,
licenses, franchises, customer lists, security and other deposits, rights in all
litigation  presently  or hereafter  pending for any cause or claim  (whether in
contract,  tort  or  otherwise),  and all  judgments  now or  hereafter  arising
therefrom,  all claims of Borrower against  Silicon,  rights to purchase or sell
real or  personal  property,  rights  as a  licensor  or  licensee  of any kind,
royalties, telephone numbers, proprietary information,  purchase orders, and all
insurance policies and claims (including without limitation life insurance,  key
man insurance,  credit insurance,  liability  insurance,  property insurance and
other insurance),  tax refunds and claims,  computer programs,  discs, tapes and
tape files,  claims under guaranties,  security interests or other security held
by or  granted  to  Borrower,  all  rights  to  indemnification  and  all  other
intangible property of every kind and nature (other than Receivables).

"Inventory"  means all of  Borrower's  now owned and hereafter  acquired  goods,
merchandise or other personal property,  wherever located, to be furnished under
any contract of service or held for sale or lease (including  without limitation
all raw materials,  work in process,  finished goods and goods in transit),  and
all materials and supplies of every kind,  nature and  description  which are or
might be used or consumed in Borrower's  business or used in connection with the
manufacture, packing, shipping, advertising, selling or finishing of such goods,
merchandise or other personal property, and all warehouse receipts, documents of
title and other documents representing any of the foregoing.

"Obligations" means all present and future Loans, advances,  debts, liabilities,
obligations, guaranties, covenants, duties and indebtedness at any time owing by
Borrower to Silicon,  whether  evidenced by this  Agreement or any note or other
instrument or document,  whether arising from an extension of credit, opening of
a letter of credit,  banker's  acceptance,  loan,  guaranty,  indemnification or
otherwise,  whether direct or indirect  (including,  without  limitation,  those
acquired by assignment  and any  participation  by Silicon in  Borrower's  debts
owing to others),  absolute  or  contingent,  due or to become  due,  including,
without limitation,  all interest,  charges,  expenses,  fees,  attorney's fees,
expert witness fees, audit fees,  letter of credit fees,  collateral  monitoring
fees,  closing fees,  facility fees,  termination fees, minimum interest charges
and any other sums  chargeable  to Borrower  under this  Agreement  or under any
other present or future instrument or agreement between Borrower and Silicon.

"Permitted Liens" means the following:  (i) purchase money security interests in
specific items of Equipment;  (ii) leases of specific items of Equipment;  (iii)
liens for taxes not yet payable;  (iv) additional  security  interests and liens
consented  to in writing by Silicon,  which  consent  shall not be  unreasonably
withheld;  (v) security  interests being terminated  substantially  concurrently
with  this  Agreement;  (vi)  liens  of  materialmen,  mechanics,  warehousemen,
carriers,  or other similar liens arising in the ordinary course of business and
securing  obligations  which  are  not  delinquent;   (vii)  liens  incurred  in
connection  with the  extension,  renewal  or  refinancing  of the  indebtedness
secured  by liens of the type  described  above in  clauses  (i) or (ii)  above,
provided  that any  extension,  renewal  or  replacement  lien is limited to the
property  encumbered  by the  existing  lien  and the  principal  amount  of the
indebtedness  being extended,  renewed or refinanced  does not increase;  (viii)
Liens in favor of  customs  and  revenue  authorities  which  secure  payment of
customs duties in connection  with the  importation of goods.  Silicon will have
the right to require,  as a condition  to its consent  under  subparagraph  (iv)
above, that the holder of the additional security interest or lien

                                      -15-
<PAGE>



sign an  intercreditor  agreement on Silicon's then standard  form,  acknowledge
that the security  interest is subordinate to the security  interest in favor of
Silicon,  and agree not to take any action to enforce its  subordinate  security
interest so long as any Obligations remain outstanding,  and that Borrower agree
that any uncured default in any obligation  secured by the subordinate  security
interest shall also constitute an Event of Default under this Agreement.

"Person" means any individual, sole proprietorship,  partnership, joint venture,
trust, unincorporated organization, association, corporation, government, or any
agency or political division thereof, or any other entity.

"Receivables"  means all of Borrower's now owned and hereafter acquired accounts
(whether  or not earned by  performance),  letters of credit,  contract  rights,
chattel  paper,  instruments,   securities,   securities  accounts,   investment
property,  documents  and all other  forms of  obligations  at any time owing to
Borrower,  all guaranties and other security therefor,  all merchandise returned
to or  repossessed  by  Borrower,  and all rights of stoppage in transit and all
other rights or remedies of an unpaid vendor, lienor or secured party.

"Reserves" means, as of any date of  determination,  such amounts as Silicon may
from time to time  establish  and  revise in good faith  reducing  the amount of
Loans,  Letters  of  Credit  and  other  financial  accommodations  which  would
otherwise be available to Borrower under the lending formula(s)  provided in the
Schedule:  (a) to reflect events,  conditions,  contingencies or risks which, as
determined by Silicon in good faith,  do or may affect (i) the Collateral or any
other  property which is security for the  Obligations  or its value  (including
without  limitation  any increase in  delinquencies  of  Receivables),  (ii) the
assets,  business  or  prospects  of  Borrower  or any  Guarantor,  or (iii) the
security interests and other rights of Silicon in the Collateral  (including the
enforceability,  perfection and priority  thereof);  or (b) to reflect Silicon's
good faith belief that any collateral report or financial  information furnished
by or on behalf of  Borrower  or any  Guarantor  to  Silicon is or may have been
incomplete,  inaccurate or misleading in any material respect; or (c) in respect
of any state of facts which  Silicon  determines  in good faith  constitutes  an
Event of Default or may,  with notice or passage of time or both,  constitute an
Event of Default.

Other Terms.  All  accounting  terms used in this  Agreement,  unless  otherwise
indicated,  shall  have the  meanings  given to such  terms in  accordance  with
generally accepted accounting principles,  consistently applied. All other terms
contained in this Agreement, unless otherwise indicated, shall have the meanings
provided by the Code, to the extent such terms are defined therein.

9.      GENERAL PROVISIONS.
        9.1 Interest Computation. In computing interest on the Obligations,  all
checks, wire transfers and other items of payment received by Silicon (including
proceeds of Receivables  and payment of the Obligations in full) shall be deemed
applied  by Silicon on account  of the  Obligations  three  Business  Days after
receipt by Silicon of  immediately  available  funds,  and,  for purposes of the
foregoing,  any such funds  received after 12:00 Noon on any day shall be deemed
received on the next Business Day.  Silicon shall not,  however,  be required to
credit  Borrower's  account  for the  amount  of any  item of  payment  which is
unsatisfactory  to  Silicon  in its sole  discretion,  and  Silicon  may  charge
Borrower's  loan account for the amount of any item of payment which is returned
to Silicon unpaid.

                                      -16-
<PAGE>



        9.2   Application  of  Payments.   All  payments  with  respect  to  the
Obligations  may be applied,  and in  Silicon's  sole  discretion  reversed  and
re-applied,  to the  Obligations,  in such  order and  manner as  Silicon  shall
determine in its sole discretion.

        9.3 Charges to Accounts.  Silicon may, in its  discretion,  require that
Borrower  pay  monetary  Obligations  in  cash to  Silicon,  or  charge  them to
Borrower's Loan account, in which event they will bear interest at the same rate
applicable  to the  Loans.  Silicon  may also,  in its  discretion,  charge  any
monetary Obligations to Borrower's Deposit Accounts maintained with Silicon.


        9.4 Monthly Accountings.  Silicon shall provide Borrower monthly with an
account of  advances,  charges,  expenses  and  payments  made  pursuant to this
Agreement.  Such  account  shall be deemed  correct,  accurate  and  binding  on
Borrower  and an account  stated  (except for  reverses  and  reapplications  of
payments made and corrections of errors discovered by Silicon),  unless Borrower
notifies  Silicon in writing to the contrary within * days after each account is
rendered, describing the nature of any alleged errors or admissions.


* sixty

        9.5 Notices.  All notices to be given under this  Agreement  shall be in
writing and shall be given either  personally or by reputable  private  delivery
service or by  regular  first-class  mail,  or  certified  mail  return  receipt
requested,  addressed  to  Silicon or  Borrower  at the  addresses  shown in the
heading to this Agreement,  or at any other address designated in writing by one
party to the other party. Notices to Silicon shall be directed to the Commercial
Finance  Division,  to the  attention  of the  Division  Manager or the Division
Credit  Manager.  * All notices shall be deemed to have been given upon delivery
in the  case  of  notices  personally  delivered,  or at the  expiration  of one
Business Day following delivery to the private delivery service, or two Business
Days  following  the deposit  thereof in the United  States  mail,  with postage
prepaid.

* Notices to Borrower shall be directed to the attention of Borrower's  Chairman
of the Board, Chief Executive Officer,  Chief Operating Officer, Chief Financial
Officer, or Controller.

        9.6 Severability.  Should any provision of this Agreement be held by any
court of competent  jurisdiction to be void or unenforceable,  such defect shall
not affect the remainder of this  Agreement,  which shall continue in full force
and effect.

        9.7  Integration.  This  Agreement  and such other  written  agreements,
documents  and  instruments  as may be executed in  connection  herewith are the
final,  entire and complete agreement between Borrower and Silicon and supersede
all  prior  and  contemporaneous   negotiations  and  oral  representations  and
agreements,  all of which are merged and integrated in this Agreement. There are
no oral understandings,  representations or agreements between the parties which
are not set forth in this Agreement or in other written agreements signed by the
parties in connection herewith.

        9.8  Waivers.  The  failure  of  Silicon at any time or times to require
Borrower to strictly  comply with any of the provisions of this Agreement or any
other present or future  agreement  between Borrower and Silicon shall not waive
or diminish any right of Silicon later to demand and receive  strict  compliance
therewith.  Any  waiver of any  default  shall  not  waive or  affect  any other
default,  whether prior or subsequent,  and whether or not similar.  None of the
provisions  of  this  Agreement  or any  other  agreement  now or in the  future
executed  by  Borrower  and  delivered  to Silicon  shall be deemed to have been
waived by any act or knowledge of Silicon or its agents or  employees,  but only
by a specific  written  waiver  signed by an  authorized  officer of Silicon and
delivered to Borrower.  Borrower waives demand,  protest,  notice of protest and
notice of default or

                                      -17-
<PAGE>



dishonor,  notice of payment and nonpayment,  release,  compromise,  settlement,
extension  or renewal of any  commercial  paper,  instrument,  account,  General
Intangible,  document or guaranty at any time held by Silicon on which  Borrower
is or may in any way be  liable,  and  notice of any  action  taken by  Silicon,
unless expressly required by this Agreement.

        9.9 No Liability for Ordinary  Negligence.  Neither Silicon,  nor any of
its  directors,  officers,  employees,  agents,  attorneys  or any other  Person
affiliated with or representing Silicon shall be liable for any claims, demands,
losses or damages, of any kind whatsoever,  made, claimed,  incurred or suffered
by Borrower or any other party through the ordinary  negligence  of Silicon,  or
any of its directors, officers, employees, agents, attorneys or any other Person
affiliated  with or  representing  Silicon,  but nothing  herein  shall  relieve
Silicon from liability for its own gross negligence or willful misconduct.

        9.10  Amendment.  The terms and  provisions of this Agreement may not be
waived  or  amended,  except  in a  writing  executed  by  Borrower  and a  duly
authorized officer of Silicon.

        9.11   Time of Essence.  Time is of the essence in the performance by
Borrower of each and every obligation under this Agreement.

        9.12 Attorneys Fees and Costs.  Borrower shall reimburse Silicon for all
reasonable attorneys' fees and all filing,  recording,  search, title insurance,
appraisal,  audit, and other reasonable costs incurred by Silicon,  pursuant to,
or in connection  with, or relating to this Agreement  (whether or not a lawsuit
is filed),  including,  but not limited to, any reasonable  attorneys'  fees and
costs Silicon  incurs in order to do the  following:  prepare and negotiate this
Agreement and the documents  relating to this Agreement;  obtain legal advice in
connection with this Agreement or Borrower; en force, or seek to enforce, any of
its rights;  prosecute  actions against,  or defend actions by, Account Debtors;
commence,  intervene  in,  or defend  any  action or  proceeding;  initiate  any
complaint to be relieved of the automatic stay in bankruptcy;  file or prosecute
any probate claim, bankruptcy claim, third-party claim, or other claim; examine,
audit,  copy, and inspect any of the  Collateral or any of Borrower's  books and
records;  protect, obtain possession of, lease, dispose of, or otherwise enforce
Silicon's security interest in, the Collateral;  and otherwise represent Silicon
in any  litigation  relating to Borrower.  In satisfying  Borrower's  obligation
hereunder  to  reimburse   Silicon  for  attorneys   fees,   Borrower  may,  for
convenience, issue checks directly to Silicon's attorneys, Levy, Small & Lallas,
but Borrower  acknowledges  and agrees that Levy, Small & Lallas is representing
only  Silicon and not  Borrower in  connection  with this  Agreement.  If either
Silicon or Borrower files any lawsuit  against the other  predicated on a breach
of this  Agreement,  the  prevailing  party in such action  shall be entitled to
recover its reasonable costs and attorneys' fees, including (but not limited to)
reasonable  attorneys' fees and costs incurred in the enforcement of,  execution
upon or defense of any order, decree, award or judgment. All attorneys' fees and
costs  to  which  Silicon  may be  entitled  pursuant  to this  Paragraph  shall
immediately become part of Borrower's  Obligations,  shall be due on demand, and
shall bear interest at a rate equal to the highest  interest rate  applicable to
any of the Obligations.

        9.13 Benefit of Agreement.  The  provisions of this  Agreement  shall be
binding  upon and inure to the benefit of the  respective  successors,  assigns,
heirs,  beneficiaries  and  representatives  of Borrower and Silicon;  provided,
however,  that  Borrower may not assign or transfer any of its rights under this
Agreement  without  the prior  written  consent of Silicon,  and any  prohibited
assignment  shall be void. No consent by Silicon to any assignment shall release
Borrower from its liability for the Obligations.

                                      -18-
<PAGE>



        9.14 Joint and Several Liability.  If Borrower consists of more than one
Person,  their liability  shall be joint and several,  and the compromise of any
claim with,  or the release of, any Borrower  shall not  constitute a compromise
with, or a release of, any other Borrower.

        9.15  Limitation  of  Actions.  Any claim or cause of action by Borrower
against Silicon,  its directors,  officers,  employees,  agents,  accountants or
attorneys,  based upon, arising from, or relating to this Loan Agreement, or any
other  present  or  future  document  or  agreement,  or any  other  transaction
contemplated  hereby or  thereby or  relating  hereto or  thereto,  or any other
matter,  cause or thing whatsoever,  occurred,  done,  omitted or suffered to be
done by Silicon,  its directors,  officers,  employees,  agents,  accountants or
attorneys, shall be barred unless asserted by Borrower by the commencement of an
action or  proceeding  in a court of competent  jurisdiction  by the filing of a
complaint within one year after the first act, occurrence or omission upon which
such claim or cause of action, or any part thereof, is based, and the service of
a summons  and  complaint  on an  officer  of  Silicon,  or on any other  person
authorized  to accept  service on behalf of  Silicon,  within  thirty  (30) days
thereafter.  Borrower  agrees  that such  one-year  period is a  reasonable  and
sufficient time for Borrower to investigate and act upon any such claim or cause
of action.  The one-year period provided herein shall not be waived,  tolled, or
extended except by the written consent of Silicon in its sole  discretion.  This
provision  shall  survive any  termination  of this Loan  Agreement or any other
present or future agreement.

        9.16 Paragraph Headings; Construction.  Paragraph headings are only used
in this Agreement for  convenience.  Borrower and Silicon  acknowledge  that the
headings  may not  describe  completely  the  subject  matter of the  applicable
paragraph, and the headings shall not be used in any manner to construe,  limit,
define  or  interpret  any  term  or  provision  of  this  Agreement.  The  term
"including",  whenever used in this  Agreement,  shall mean  "including (but not
limited to)". This Agreement has been fully reviewed and negotiated  between the
parties  and no  uncertainty  or  ambiguity  in any  term or  provision  of this
Agreement shall be construed strictly against Silicon or Borrower under any rule
of construction or otherwise.

        9.17 Governing Law; Jurisdiction; Venue. This Agreement and all acts and
transactions  hereunder and all rights and  obligations  of Silicon and Borrower
shall be governed by the laws of the State of California.  As a material part of
the  consideration to Silicon to enter into this Agreement,  Borrower (i) agrees
that all  actions  and  proceedings  relating  directly  or  indirectly  to this
Agreement  shall,  at Silicon's  option,  be litigated in courts  located within
California,  and that the exclusive  venue therefor shall be Santa Clara County;
(ii)  consents to the  jurisdiction  and venue of any such court and consents to
service of process in any such action or proceeding by personal de livery or any
other method  permitted by law; and (iii) waives any and all rights Borrower may
have to object to the  jurisdiction  of any such court, or to transfer or change
the venue of any such action or proceeding.

        9.18 Mutual Waiver of Jury Trial. BORROWER AND SILICON EACH HEREBY WAIVE
THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING  BASED UPON,  ARISING OUT
OF, OR IN ANY WAY  RELATING TO, THIS  AGREEMENT  OR ANY OTHER  PRESENT OR FUTURE
INSTRUMENT OR AGREEMENT  BETWEEN SILICON AND BORROWER,  OR ANY CONDUCT,  ACTS OR
OMISSIONS OF SILICON OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS,  ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH SILICON OR BORROWER,  IN
ALL OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

                                      -19-
<PAGE>



Borrower:

NETSMART TECHNOLOGIES, INC.


By  /s/ James L. Conway
        President or Vice President

By  /s/ Anthony F. Grisanti
        Secretary or Ass't Secretary


Borrower:

CREATIVE SOCIO-MEDICS CORP.


By  /s/ John F. Philllips
        President or Vice President

By  /s/ Anthony F. Grisanti
        Secretary or Ass't Secretary


Silicon:

SILICON VALLEY BANK


By
Title



<PAGE>





Silicon Valley Bank


                                         Schedule to

                                 Loan and Security Agreement

Borrower:             Netsmart Technologies, Inc.
                      Creative Socio-Medics Corp.

Address:              146 Nassau Avenue
                      Islip, New York 11751

Date:                 August 26, 1999

This Schedule forms an integral part of the Loan and Security  Agreement between
Silicon Valley Bank and the above-borrowers (jointly and severally,  "Borrower")
of even date.


1.      CREDIT LIMIT
    (Section  1.1): An amount not to exceed the lesser of: (i) $3,500,000 at any
one time outstanding (the "Maximum Credit Limit");  or (ii) 80% of the amount of
Borrower's Eligible Receivables (as defined in Section 8 above).

Loans will be made to each Borrower  based on the Eligible  Receivables  of each
Borrower,  subject  to the  Credit  Limit set  forth  above for all Loans to all
Borrowers combined.

        Letter of Credit Sublimit
        (Section 1.5):$300,000



2.      INTEREST.

        Interest Rate (Section 1.2):

        A rate equal to the "Prime Rate" in effect from time to time,  plus 2.0%
per annum.  Interest  shall be calculated on the basis of a 360-day year for the
actual number of days elapsed.  "Prime Rate" means the rate  announced from time
to time by Silicon as its "prime rate;" it is a base rate upon which other rates
charged by Silicon are based,  and it is not necessarily the best rate available
at Silicon. The interest rate applicable to the Obligations shall change on each
date there is a change in the Prime Rate.

        Minimum Monthly
        Interest (Section 1.2):     N/A.


<PAGE>








3.      FEES (Section 1.4):

        Loan Fee:            $35,000, payable concurrently herewith.

        Collateral Monitoring
        Fee:                 $1,000, per month, payable in arrears (prorated for
any partial month at the beginning and at termination of this Agreement).

               Unused Line Fee: In the event,  in any calendar month (or portion
thereof  at the  beginning  and  end of the  term  hereof),  the  average  daily
principal  balance  of the Loans  outstanding  during the month is less than the
amount of the Maximum  Credit,  Borrower shall pay Silicon an unused line fee in
an amount equal to 0.50% per annum on the  difference  between the amount of the
Maximum Credit and the average daily principal  balance of the Loans outstanding
during the month,  which unused line fee shall be computed and paid monthly,  in
arrears, on the first day of the following month.


4.      MATURITY DATE
        (Section 6.1):Two years from the date of this Agreement.


5.      FINANCIAL COVENANTS

        (Section   5.1):Borrower   shall  comply  with  each  of  the  following
covenant(s).  Compliance shall be determined as of the end of each * , except as
otherwise specifically provided below:


        * quarter

Minimum Tangible
Net Worth:     Borrower shall maintain a Tangible Net Worth of not less than the
sum of:

               (i)    $836,300 plus

               (ii)   the sum of:

                      (a)    70% of all consideration received after the date of
this Agreement for equity securities and subordinated debt of the Borrower; plus

                      (b)    70% of the aggregate amount of net income earned by
 Borrower subsequent to the date of this Agreement.

In no event  shall the amount of this  Minimum  Tangible  Net Worth  covenant be
decreased.

        Definitions.  For purposes of the foregoing financial covenants, the
following terms shall have the following meanings:


<PAGE>



               "Liabilities"   shall  have  the  meaning   ascribed  thereto  by
generally accepted accounting principles.

               "Tangible  Net Worth"  shall mean the excess of total assets over
total liabilities,  determined in accordance with generally accepted  accounting
principles, with the following adjustments:

               (A) there  shall be excluded  from  assets:  (i) notes,  accounts
receivable  and other  obligations  owing to the  Borrower  from its officers or
other  Affiliates,  and (ii) all assets which would be  classified as intangible
assets  under  generally  accepted  accounting  principles,   including  without
limitation goodwill,  licenses,  patents,  trademarks,  trade names, copyrights,
capitalized software and organizational costs, licenses and franchises

               (B) there shall be excluded from  liabilities:  all  indebtedness
which is subordinated to the Obligations under a subordination agreement in form
specified  by  Silicon  or  by  language  in  the   instrument   evidencing  the
indebtedness which is acceptable to Silicon in its discretion.


6.      REPORTING.
        (Section 5.3):

               Borrower shall provide Silicon with the following:

               1.     Monthly Receivable agings, aged by invoice date, within
fifteen days after the end of each month.

               2. Monthly  accounts  payable  agings,  aged by invoice date, and
outstanding or held check  registers,  if any, within fifteen days after the end
of each month.

               3. Monthly  reconciliations of Receivable agings (aged by invoice
date),  transaction reports,  and general ledger,  within fifteen days after the
end of each month.


               5.  Monthly unaudited financial statements* , as soon
as available, and in any event within thirty days after the end of each month.

* (excluding balance sheets)

               6. Monthly Compliance Certificates,  within thirty days after the
end of each month, in such form as Silicon shall reasonably  specify,  signed by
the Chief Financial  Officer of Borrower,  certifying that as of the end of such
month  Borrower was in full  compliance  with all of the terms and conditions of
this  Agreement,  and setting forth  calculations  showing  compliance  with the
financial  covenants set forth in this  Agreement and such other  information as
Silicon shall reasonably request,  including,  without  limitation,  a statement
that at the end of such month there were no held checks.


<PAGE>



               7.  Quarterly unaudited financial  statements*,  as soon  as
available,  and in any  event  within forty-five  days  after the end of each
fiscal quarter of Borrower**.

* (including balance sheets)

** except for the fiscal  quarter  ending on the last day of  Borrower's  fiscal
year,  for which quarter such financial  statement  shall be provided to Silicon
within sixty days of the end of such fiscal quarter

               8.  Annual  operating  budgets   (including  income statements,
balance   sheets  and  cash  flow Statements,  by month) for the upcoming fiscal
year of  Borrower  within  thirty days * to the end of each fiscal year of
Borrower.


* following

               9.  Annual  financial  statements  *,  as  soon  as available,
 and in any  event  within  **  days following  the end of  Borrower's  fiscal
year, certified  by  independent   certified   public accountants acceptable to
Silicon.


* (including balance sheets)

** 90


7.      COMPENSATION

        (Section  5.5):Without  Silicon's prior written consent,  Borrower shall
not pay total  compensation,  including  salaries,  withdrawals,  fees, bonuses,
commissions,   drawing   accounts  and  other  payments,   whether  directly  or
indirectly,  in money or otherwise,  during any fiscal year to all of Borrower's
executives,  officers  and  directors  (or any  relative  thereof) as a group in
excess of * of the total amount thereof in the prior fiscal year.


               * 125%


8.      BORROWER INFORMATION:

        Prior Names of
        Borrower
        (Section 3.2):       None

        Prior Trade
        Names of Borrower
        (Section 3.2):       None


<PAGE>



        Existing Trade
        Names of Borrower
        (Section 3.2):       CSM

        Other Locations and
        Addresses (Section 3.3):    7590 Fay Ave., Suite 404, La Jolla, CA 92037

                      1335 Dublin Road, Suite 1061, Columbus, OH 43215

                      3005 Highway #66, Ashland, OR 97520

        Material Adverse
        Litigation (Section 3.10):          None



9.      OTHER COVENANTS
        (Section  5.1):Borrower  shall  at  all  times  comply  with  all of the
following additional covenants:

        (1)    Banking Relationship.  Borrower shall at all times maintain its
primary banking relationship with Silicon.

        (2) Subordination of Inside Debt. All present and future indebtedness of
the Borrower to its officers,  directors and shareholders ("Inside Debt") shall,
at all times, be  subordinated  to the  Obligations  pursuant to a subordination
agreement on Silicon's  standard  form.  Borrower  represents  and warrants that
there is no Inside Debt  presently  outstanding.  Prior to incurring  any Inside
Debt in the  future,  Borrower  shall  cause the person to whom such Inside Debt
will be owed to execute  and  deliver to Silicon a  subordination  agreement  on
Silicon's standard form.

         (3)  Note Receivable from Oasis Technology Ltd.  The Collateral
includes:  (i) that certain note  receivable due and owing to Borrower from
Oasis  Technology  Ltd.   ("Oasis"),  pursuant   to  the   terms  of  a  certain
Promissory Note dated October __, 1998, in the original  principal amount of
$500,000 (which, together with all replacements and substitutions   therefor  is
hereinafter referred  to  as  the  "Note");  (ii)  all collateral    and
security    for,   and guarantees of, the Note, including but not limited to the
shares of common  stock of Credit   Card   Acquisition    Corporation ("CCAC")
purchased by Oasis from Borrower under the terms of a share purchase letter
agreement between Oasis and Borrower dated September  24, 1998 (the  "Share
Purchase Agreement"),   which   shares   have  been pledged by Oasis to Borrower
pursuant to the   terms  of  that   certain   Security Agreement  dated
October __, 1998 between Borrower  and  Oasis,  to  secure  Oasis' bligations to


<PAGE>


Borrower under the Note and the Share Purchase Agreement; and (iii) all rights
and remedies relating to, or arising out of, any and all of the foregoing, and
all proceeds thereof. Concurrently herewith, Borrower shall: (i) deliver to
Silicon the original Note, which shall be endorsed by Borrower to the order of
Silicon, together with all stock certificates representing the shares of common
stock of CCAC purchased by Oasis from Pledgor under the terms of the Share
Purchase Agreement; and (ii) cause Oasis to execute an Estoppel Statement and
Agreement in form and substance acceptable to Silicon in its discretion.
Borrower shall not agree to any amendments or modifications to, nor shall
Borrower waive any rights under, or enter into any agreements relating to, the
Note or any of the other Collateral described above in this paragraph (the
"Note Collateral"), without Silicon's prior written consent. Silicon may, from
time to time, request confirmation of the balances owing under, and any other
matters relating to, the Note and the Note Collateral from Oasis and any other
persons, by telephone or in writing, in Borrower's name, Silicon's name or
another name.


(4)  Patents, Trademarks and Copyrights. Concurrently with the execution of this
Agreement, Borrower shall execute and deliver to Silicon, on Silicon's standard
form(s), any security agreement(s) and other documentation which Silicon deems
necessary for filing in the United States Patent and Trademark Office, the
United States Copyright Office, and any other governmental office, with respect
to Borrower's copyrights, patents, trademarks and related collateral. Within 90
days after the date hereof, Borrower shall (i) cause all of its computer
software, the licensing of which results in Receivables to be registered with
the United States Copyright Office, and (ii) execute such additional security
agreement(s) and other documentation which Silicon deems necessary for filing
with respect to such additional registered copyright(s).