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                                 LOAN AGREEMENT

BORROWER                                BANK

INNOSERV TECHNOLOGIES, INC.             OVERTON BANK & TRUST, NATIONAL
4330 BELTWAY SUITE 300                  ASSOCIATION
ARLINGTON, TEXAS 76017                  PO BOX 150049
                                        ARLINGTON, TEXAS 76015

THIS LOAN AGREEMENT ("Agreement") is made and entered into this 15TH day of
DECEMBER, 1995, by and between the Borrower and Bank named above.

IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, IT IS
AGREED AS FOLLOWS:

1.   THE LOAN.

     Subject to the terms and conditions of this Agreement, and in reliance upon
     the representations and warranties of Borrower contained herein, Bank
     agrees to lend an amount not to exceed the sum of FOUR  MILLION FIVE
     HUNDRED THOUSAND AND NO/100 DOLLARS ($4,500,000.00 ) (the "Loan").  The 
     Loan will be evidenced by Borrower's note (the "Note") payable to the 
     order of Bank, with interest and principal being payable as therein 
     provided.

2.   PURPOSE OF LOAN.

     Advances against the Note may only be requested and used by Borrower for
     the following purposes:  WORKING CAPITAL AND EQUIPMENT PURCHASES.

3.   COLLATERAL.

     The Note and all other obligations of Borrower to Bank shall be secured by,
     among other things, a first and superior security interest in the following
     property (collectively, the "Collateral")
     ACCOUNTS RECEIVABLE, INVENTORY AND EQUIPMENT

     Borrower shall execute such security agreements and other documents as Bank
     may require, from time to time, to further describe, create and perfect
     such security interests.

4.   GUARANTIES.

     The Loan will be unconditionally guaranteed as evidenced by guaranties
     executed by N/A (collectively, "Guarantor", whether one or more).

     /  / IF THIS BOX IS CHECKED, THE FOLLOWING PARAGRAPH 5 SHALL BE PART OF
          THIS AGREEMENT.

5.   BORROWING BASE.

     The term "Borrowing Base" means an amount determined at any time as the sum
     of ______% of the Eligible Accounts Receivable of Borrower and ______% of
     Borrower's Eligible Inventory.  As used herein, the term "Eligible Accounts
     Receivable" shall mean, at any particular time, all accounts receivable of
     Borrower which are subject to a perfected first priority security interest
     in favor of Bank, excluding (i) all accounts receivable that are greater
     than ______(____) days old from the original date of the invoice, and (ii)
     any account that is subject to any dispute, offset, counterclaim or other
     claim or defense on the part of the account debtor denying liability under
     such account, and (iii) the amount of all such accounts arising out of
     contracts or orders which, by their terms, forbid an assignment or which
     make such an assignment void and unenforceable, and (iv) any account
     receivable of Borrower from any officer, stockholder, director or related
     company of Borrower.  As used herein, the term "Eligible Inventory" shall
     mean, at any particular time, all salable inventory then owned by Borrower
     and held for sale or disposition in the ordinary course of business, in
     which Bank has a perfected first priority security interest, valued at the
     lower of cost or market, EXCLUDING any work-in-process.  For purposes of
     determining the Borrowing Base, the Eligible Inventory shall not exceed at
     any time the sum of $____________________.


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     Borrower shall at all times maintain a Borrowing Base of not less than the
     outstanding balance owing on the Note.  If, as a result of Bank's
     determination, the Borrowing Base should ever become less than the
     outstanding balance owing under the Note, or any renewals or extensions
     thereof, Bank may notify Borrower of the insufficiency, and within
     _________(_____) days of Bank's giving notice, Borrower shall either pay
     the indebtedness down to the Borrowing Base or increase the Borrowing Base
     up to the amount of the outstanding balance of the Note.  Bank's
     determination of the Borrowing Base and whether Collateral qualifies for
     inclusion in such Borrowing Base, will be final.

6.   REPRESENTATIONS AND WARRANTIES.

     To induce Bank to enter into this Agreement and to advance funds from time
     to time, and for Bank's reliance in so doing, Borrower warrants and
     represents to Bank as follows:

     A.   GOOD STANDING.  Borrower is a corporation duly organized and in good
          standing under the laws of the State of California, and has the power
          to own its properties and carry on its business in each jurisdiction
          in which Borrower operates.

     B.   AUTHORITY AND COMPLIANCE.  Borrower has full power and authority to
          enter into this Agreement, to make the borrowing hereunder, to execute
          and deliver the Note and to incur the obligations provided for herein,
          all of which has been duly authorized by all proper and necessary
          corporate action.  No consent or approval of stockholders or of any
          public authority is required as a condition to the validity of this
          Agreement or the Note, and Borrower is in compliance with all laws and
          regulatory requirements to which it is subject.

     C.   BINDING AGREEMENT.  This Agreement constitutes, and the Note when
          issued and delivered pursuant hereto for value received will
          constitute, valid and legally binding obligations of Borrower
          enforceable in accordance with their terms.

     D.   LITIGATION.  There are no proceedings pending or, to the knowledge of
          Borrower, threatened before any court or administrative agency which
          will or may have a material adverse effect on the financial condition
          or operations of Borrower or any subsidiary or any Guarantor, except
          as disclosed to Bank in writing prior to the date of this Agreement.

     E.   NO CONFLICTING AGREEMENTS.  There are no charter, bylaw or stock
          provisions of Borrower and no provisions of any existing agreement,
          mortgage, indenture or contract binding on Borrower or affecting its
          property, which would conflict with or in any way prevent the
          execution, delivery or carrying out of the terms of this Agreement and
          the Note.

     F.   OWNERSHIP OF ASSETS.  Borrower has good and marketable title to any
          Collateral pledged and the Collateral is owned free and clear of
          liens.  Borrower will at all times maintain its tangible property,
          real and personal, in good order and repair taking into consideration
          reasonable wear and tear.

     G.   TAXES.  All income taxes and other taxes due and payable by Borrower
          to the date of this Agreement have been paid prior to becoming
          delinquent.

     H.   FINANCIAL STATEMENTS.  All financial statements and financial
          information of Borrower and Guarantor which have been delivered to
          Bank have been presented in conformity with generally accepted
          accounting principles and fairly and accurately represent the
          financial condition of the Borrower and Guarantor, as of the date of
          such financial statements or reports, and since such dates, there has
          been no material adverse changes in the financial condition of
          Borrower or Guarantor.

     I.   NO DEFAULTS.  Borrower and Guarantor are not in default with respect
          to any obligation to which Borrower or Guarantor is a party or by
          which Borrower or Guarantor, or any of Borrower's or Guarantor's
          properties is bound.


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7.   AFFIRMATIVE COVENANTS.

     In addition to the other agreements contained herein, Borrower covenants
     and agrees that from the date hereof and until payment in full of principal
     and interest owing under the Note, unless Bank shall otherwise consent in
     writing, Borrower will do the following:

     A.   BORROWER'S FINANCIAL STATEMENTS.  Borrower shall furnish to Bank: (i)
          as soon as available and in any event within ONE HUNDRED TWENTY (120)
          days after the end of each fiscal year of Borrower, a copy of
          Borrower's annual AUDITED financial statement consisting of at least a
          balance sheet and statement of income and retained earnings; (ii) on a
          QUARTERLY basis, financial statements, to include balance sheet and
          profit and loss statement, within FORTY FIVE (45) days after the end
          of each such accounting period; (iii) if Paragraph 5 above is
          applicable to this Agreement, furnish Bank on a monthly basis a
          Borrowing Base report in such form as Bank may require and an aging of
          accounts receivable of Borrower, such report and aging to be delivered
          to Bank not later than N/A (N/A) days after the end of each calendar
          quarter; and (iv) promptly upon request, such additional information,
          tax returns, officer's certificates, reports or statements respecting
          its business operations and financial condition as Bank may reasonably
          request from time to time.

     B.   Omitted

     C.   INSURANCE.  Maintain insurance with responsible insurance companies on
          such of its properties, in such amounts and against such risks as is
          customarily maintained by similar businesses operating in the same
          vicinity, specifically to include a policy of fire and extended
          coverage insurance covering all assets, business interruption
          insurance and liability insurance, all to be with such companies and
          in such amounts satisfactory to Bank and to contain a mortgage clause
          naming Bank as its interest may appear.  Evidence of such insurance
          shall be supplied to Bank.

     D.   CORPORATE EXISTENCE AND COMPLIANCE.  Maintain its corporate existence
          in good standing and comply with all laws, regulations and
          governmental requirements applicable to it or to any of its property,
          business operations and transactions.

     E.   ADVERSE CONDITIONS OR EVENTS.  Promptly advise Bank in writing of any
          condition, event or act which comes to its attention that would or
          might materially affect Borrower's or any Guarantor's financial
          condition, Bank's rights in or to the Collateral under this Agreement
          or the Loan documents, and of any litigation filed against Borrower or
          any Guarantor.

     F.   TAXES.  Pay all taxes as the same become due and payable.

     G.   MAINTENANCE.  Maintain all of its tangible property in good condition
          and repair and make all necessary replacements thereof, and preserve
          and maintain all licenses, privileges, franchises, certificates and
          the like necessary for the operation of its business.

     H.   INSPECTION.  Permit Bank, its officers, employees and agents, to
          inspect the Collateral and all records of Borrower pertaining to the
          Collateral, at Borrower's place of business as set forth above, and to
          make and remove copies of such records.  Borrower shall promptly pay
          to Bank the reasonable costs and expenses of any Collateral audit
          performed by or for Bank.

     I.   PAYMENT OF DEBTS.  Pay all indebtedness and obligations of Borrower as
          the same become due in accordance with the terms of the instruments or
          documents evidencing the same.


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     J.   FINANCIAL COVENANTS.  In accordance with generally accepted accounting
          principles, Borrower shall:

          (a)  maintain a tangible net worth of not less than $12,750,000;

          (b)  maintain a ratio of current assets to current liabilities of not
               less than 1.10 to 1.0;

          (c)  not permit the ratio of Borrower's total liabilities to tangible
               net worth to be more than N/A to 1.0;

          (d)  maintain a ratio of after tax net income plus depreciation to
               current maturities of long-term debt of not less than N/A to 1.0;
               and

          (e)  other financial covenants, if applicable:

               1) No cash dividends dividends

               2) No further notes receivable due from equipment sales, other
                  than those that are on the books as  of 12-15-95.

               3) The balance on the operating line shall never exceed the level
                  of net accounts receivable

8.   NEGATIVE COVENANTS.

     In addition to the other agreements contained herein, Borrower agrees that,
     so long as the Loan pursuant to this Agreement is outstanding, Borrower
     will not, unless Bank shall otherwise consent in writing:

     A.   Incur or suffer to exist any indebtedness except (i) indebtedness to
          Bank, (ii) indebtedness to trade creditors incurred in the ordinary
          course of its business, (iii) for purchase money on lease vehicles,
          all of which are necessary to conduct the normal course of Borrower's
          business, Above $500,000 on a cumulative basis per financial year;

     B.   Enter into any merger or consolidation, or sell, lease, assign or
          otherwise dispose of or transfer any of its assets except in the
          ordinary course of its business;

     C.   Become a guarantor, endorser or contingently liable on any debt;

     D.   Make any advances or loans (directly or indirectly) to any director,
          officer, employee or shareholder of Borrower;

     E.   Engage in any business which differs substantially or materially from
          the business which Borrower is presently engaged in;

     F.   Create or permit to exist any mortgage, lien or other encumbrance,
          except as permitted herein, with respect to any assets now owned by
          Borrower or hereafter acquired, except purchase money liens on
          equipment and/or vehicles not currently owned by Borrower;

     G.   Substantially change its present executive or management personnel.


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9.   EVENTS OF DEFAULT; REMEDIES.

     The occurrence of any of the following shall constitute an event of default
     hereunder: (i) the failure or refusal of Borrower to timely perform any
     term, covenant or agreement contained herein, (ii) any representation or
     warranty contained herein or in any financial statement, report or
     certificate submitted to Bank in connection with the Loan or pursuant to
     the requirements of this Agreement shall prove to have been incorrect or
     misleading in any material respect when made, (iii) default shall occur
     under the terms of the Note or any security document now or hereafter
     securing payment of the Note or under any other promissory note executed by
     Borrower and held by Bank, or (iv) if Bank, in good faith believes that the
     prospect of payment or the prospect of performance by Borrower hereunder or
     under the Note or security documents is impaired.  Likewise, a default
     hereunder shall constitute a default under the Note and all security
     documents securing payment of the Note and all other promissory notes
     executed by Borrower and held by Bank.  Upon the occurrence of any such
     default, Bank shall have the option to declare immediately due and payable
     all outstanding principal plus unpaid interest on the Note, and Bank shall
     have no further obligation to fund under this Agreement.  Upon the
     occurrence of a default, Bank shall be entitled to exercise any and all
     remedies (i) under the Note and any security document securing payment of
     the Note, and (ii) available to Bank at law or in equity.

10.  MISCELLANEOUS.

     A.   CUMULATIVE RIGHTS AND NO WAIVER.  Each and every right granted to Bank
          hereunder or under any other document delivered hereunder or in
          connection herewith, or allowed by law or equity shall be cumulative
          of and may be exercised in addition to any and all other rights of
          Bank, and no delay in exercising any right shall operate as a waiver
          thereof, nor shall any single or partial exercise by Bank of any right
          preclude any other or future exercise thereof, or the exercise of any
          other right.  Any of the foregoing covenants and agreements may be
          waived by Bank, but only in writing, signed by a vice president or
          higher level officer of Bank.  Borrower expressly waives any
          presentment, demand, protest, notice of intent to accelerate, notice
          of acceleration or other notice of any kind.  No notice to or demand
          on Borrower in any case shall, of itself, entitle Borrower to any
          other or further notice or demand in similar or other circumstances.

     B.   GOVERNING LAW.  THIS AGREEMENT IS BEING DELIVERED AND IS INTENDED TO
          BE PERFORMED IN THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED
          IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.  ALL OBLIGATIONS
          HEREUNDER ARE PERFORMABLE IN TARRANT COUNTY, TEXAS.

     C.   BINDING EFFECT.  This Agreement shall inure to the benefit of and be
          enforceable by Bank and any assignee or participant of Bank, and shall
          bind Borrower and its successors and assigns; provided, however, that
          Borrower may not assign its rights or obligations hereunder without
          the prior written approval of Bank.

     D.   TEXAS CREDIT CODE.  Chapter 15 of the Texas Credit Code shall not
          apply to the Loan contemplated hereby.

     E.   EXPENSES.  Borrower agrees to pay all out-of-pocket expenses of Bank
          in connection with this Agreement and the collection of the Note.

     F.   RENEWAL.  While the Bank is under no obligation to renew any
          indebtedness incurred pursuant to the terms of this Agreement at
          maturity (or any renewal or extension term), in the event the Note is
          renewed, this Agreement shall apply to said renewal and the
          representations and warranties made by Borrower herein shall be deemed
          to be made again as of the date of any such renewal.  The term "Note"
          shall include any renewal note.

     G.   TIME OF ESSENCE.  Time is of the essence of this Agreement.

     H.   NO FIDUCIARY RELATIONSHIP.  Borrower acknowledges and agrees that the
          relationship between Borrower and Bank is solely that of
          debtor/creditor and in no event shall Bank be considered as a partner
          of Borrower or otherwise have any fiduciary duties to Borrower or
          Guarantor.

     I.   USURY SAVINGS.  The parties hereto intend to comply with all usury
          laws applicable to national banks and the subject Loan.  Nothing
          contained herein, in the Note or in any of the security documents
          shall authorize the collection or constitute charging of interest in
          excess of that permitted by applicable law.


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     J.   INDEMNIFICATION OF BANK.  BORROWER SHALL INDEMNIFY AND HOLD BANK
          HARMLESS AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
          DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES
          AND DISBURSEMENTS OR ANY KIND OR NATURE WHATSOEVER, WHICH MAY BE
          IMPOSED ON, INCURRED BY OR ASSERTED AGAINST BANK, IN ANY WAY RELATING
          TO OR ARISING OUT OF THIS AGREEMENT OR ANY INSTRUMENT EXECUTED
          PURSUANT HERETO, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, TO
          THE EXTENT THAT ANY SUCH INDEMNIFIED MATTERS RESULT, DIRECTLY OR
          INDIRECTLY, FROM ANY CLAIMS MADE OR ACTIONS, SUITS OR PROCEEDINGS
          COMMENCED BY OR ON BEHALF OF ANY PERSON OR ENTITY OTHER THAN BANK;
          PROVIDED, THAT BANK SHALL NOT HAVE THE RIGHT TO BE INDEMNIFIED
          HEREUNDER FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

     K.   NO ORAL AGREEMENTS.  THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
          AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
          OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
          PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     L.   ADDITIONAL PROVISIONS (WHICH SHALL CONTROL IN THE EVENT OF ANY
          CONFLICT WITH THE PRECEDING PROVISIONS):




     EXECUTED as of the day and year first above written.


BANK:                                   BORROWER:

OVERTON BANK & TRUST,                   INNOSERV TECHNOLOGIES,INC.
NATIONAL ASSOCIATION


By: /s/ CURTIS F. VON DER AHE           By: /s/ MICHAEL G. PULS
    ----------------------------            ------------------------

Name Printed: CURTIS F. VON DER AHE     Name Printed: MICHAEL PULS
             ----------------------                   --------------

Title:  PRESIDENT                       Title:     PRESIDENT
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