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Exhibit 10.2 - Revolving Credit Agreement
                                                  
INNOSERV                OVERTON BANK &          ACCOUNT #:  CFV/JF        
TECHNOLOGIES, INC.      TRUST, N.A.             Loan Number 78000415      
4330 BELTWAY, SUITE     SOUTH ARLINGTON         Date:  NOVEMBER 12, 1996   
300                     PO BOX 150049           Maturity Date: MARCH 12, 1997
ARLINGTON, TX 76018     ARLINGTON, TX 76015     Loan Amount  $500,000.00  
                        LENDER'S NAME AND       Renewal of  78000415      
BORROWER'S NAME AND     ADDRESS                 
ADDRESS                 "You" means the         
"I" includes each       lender, its             
borrower above,         successors and          
joint and               assigns.                
severally. 


For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of FIVE HUNDRED THOUSAND AND NO/100****Dollars
$500,000.00
   SINGLE ADVANCE:  I will receive all of this principal sum on_______________.
     No additional advances are contemplated under this note.
XX MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of 
     principal I can borrow under this note.  On NOV. 12, 1996 I will receive
     the amount of $____________ and future principal advances are
     contemplated.
   CONDITIONS: The conditions for future advances are___________.
   XX OPEN END CREDIT:  You and I agree that I may borrow up to the maximum
     amount of principal more than one time. This feature is subject to all
     other conditions and expire on MARCH 12, 1997.
      CLOSED END CREDIT:  You and I agree that I may borrow up to the maximum
     only one time (and subject to all other conditions).
INTEREST: I agree to pay interest on the outstanding principal balance from NOV.
   12, 1996 at the rate of 9.250% per year until FIRST CHANGE DATE.
XX VARIABLE RATE:  This rate may then change as stated below.
   X  INDEX RATE:  The future rate will be 1.000% OVER the following index rate:
     WALL STREET JOURNAL BASE RATE AS ESTABLISHED BY THE MINIMUM PRIME
     LENDING RATE FOR LARGE U.S. MONEY CENTER COMM. BANKS AS PUBLISHED IN MONEY
     RATES SEC. OF W.S.J.
   X  CEILING RATE:  The interest rate ceiling for this note is the QUARTERLY
     ceiling rate announced by the Credit Commissioner from time to time.
   X  FREQUENCY AND TIMING:  The rate on this note may change as often as
     DAILY.
     A change in the interest rate will take effect ON THE SAME DAY
      LIMITATIONS:  During the term of this loan, the applicable annual
     interest rate will not be more than ________________% or less than
      ___%.
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   EFFECT OF VARIABLE RATE:  A change in the interest rate will have the
      following effect on the payments:
      XX  The amount of each scheduled payment will change.
      XX  The amount of the final payment will change.

ACCRUAL METHOD:  Interest will be calculated on a ACTUAL/360 basis.
POST MATURITY RATE:  I agree to pay interest on the unpaid balance of this
  note owing after maturity, and until paid in full, as stated below:
      on the same fixed or variable rate basis in effect before maturity (as
      indicated above). 
  XX  at a rate equal to_HIGHEST RATE PERMITTED BY LAW.
    LATE CHARGE:  If a payment is made more than _______ days after it is due, I
      agree to pay a late charge of____________.
    ADDITIONAL CHARGES:  In addition to interest, I agree to pay the following
      charges which    ___ are ___ are not   included in the principal amount
      above:_________________________________
PAYMENTS:  I agree to pay this note as follows:
 XX INTEREST:  I agree to pay accrued interest ON THE 12TH DAY OF EACH MONTH
      BEGINNING DECEMBER 12, 1996 
 XX PRINCIPAL:  I agree to pay the principal MARCH 12, 1997 
     INSTALLMENTS:  I agree to pay this note in _____ payments.  The first
      payment will be in the amount of $_________ and will be due ___________.
      A payment of  $_______________will be due ____________________
      thereafter.  The final payment of the entire unpaid balance of principal
      and interest will be due ___________________.
ADDITIONAL TERMS:
   SEE SEPARATE SECURITY AGREEMENT DATED SAME



THIS WRITTEN LOAN AGREEMENT 
REPRESENTS THE FINAL AGREEMENT    PURPOSE: The purpose of this loan is
BETWEEN THE PARTIES AND MAY       BUSINESS:  PURCHASE EQUIPMENT
NOT BE CONTRADICTED BY EVIDENCE   -----------------------------
OF PRIOR, CONTEMPORANEOUS OR   
SUBSEQUENT ORAL AGREEMENTS OF     -----------------------------
THE PARTIES.                   

                                  SIGNATURES:  I agree to the terms of
                                  this note (including those on Page
                                  2).  I have Received a copy on 
                                  today's date.
THERE ARE NO UNWRITTEN ORAL        
AGREEMENTS BETWEEN THE PARTIES.

Signature for Lender                              
                                  INNOSERV TECHNOLOGIES, INC.         

  /s/ CURTIS F. VON DER AHE        BY: /s/ MICHAEL G. PULS
-------------------------------    ------------------------------------
CURTIS F. VON DER AHE, PRESIDENT         MICHAEL PULS, PRESIDENT
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APPLICABLE LAW:  The law of the state of Texas will govern this note. Any 
term of this note which is contrary to applicable law will not be effective, 
unless the law permits you and me to agree to such a variation.  If any 
provision of this agreement cannot be enforced according to its terms, this 
fact will not affect the enforceability of the remainder of this agreement.  
No modification of this agreement may be made without your express written 
consent.  Time is of the essence in this agreement.

PAYMENTS:  Each payment I make on this not will first reduce the amount I owe 
you for charges which are neither interest nor principal.  The remainder of 
each payment will then reduce accrued unpaid interest, and then unpaid 
principal.  If you and I agree to a different application of payments, we 
will describe our agreement on this note. I may prepay a part of, or the 
entire balance of this loan without penalty, unless we specify to the 
contrary on this note.  I may prepay a part of, or the entire balance of the 
loan without penalty, unless we specify to the contrary on this note.  Any 
partial prepayment will not excuse or reduce any later scheduled payment 
until this note is paid in full (unless, when I make the prepayment, you and 
I agree in writing to the contrary).

INTEREST:  If I receive the principal in more than one advance, each advance 
will start to earn interest only when I receive the advance.  The interest 
rate in effect on this note at any given time will apply to the entire 
principal advanced at that time. Notwithstanding anything to the contrary, I 
do not agree to pay and you do not intend to charge any rate of interest that 
is higher than the maximum rate of interest you could charge under applicable 
law for the extension of credit that is agreed to here (either before or 
after maturity). If any notice of interest accrual is sent and is in error, 
we mutually agree to correct it, and if you actually collect more interest 
than allowed by law and this agreement, you agree to refund it to me. 

INDEX RATE:  The index will serve only as a device for setting the rate on this
note.  You do not guarantee by selecting this index, or the margin, that the
rate on this note will be the same rate you charge on any other loans or class
of loans to me or other borrowers.

ACCRUAL METHOD:  The amount of interest that I will pay on this loan will be
calculated using the interest rate and accrual method stated on page 1 of this
note.  For the purpose of interest calculation, the accrual method will
determine the number of days in a "year."  If no accrual method is stated, then
you may use any reasonable accrual method for calculating interest.

POST MATURITY RATE:  For purposes of deciding when the "Post Maturity Rate" 
(shown on page 1) applies, the term "maturity" means the date of the last 
scheduled payment indicated on page 1 of this note or the date you accelerate 
payment on the note, whichever is earlier.

SINGLE ADVANCE LOANS:  If this is a single advance loan, you and I expect that
you will make only one advance of principal.  However, you may add other amounts
to the principal if you make any payments described in the "PAYMENTS BY LENDER"
paragraph below.

MULTIPLE ADVANCE LOANS:  If this is a multiple advance loan, you and I expect
that you will make more than one advance of principal.  If this is closed and
credit, repaying a part of the principal will not entitle me to additional
credit.

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PAYMENT BY LENDER:  If you are authorized to pay, on my behalf, charges I am
obligated to pay (such as property insurance premiums), then you may treat those
payments made by you as advances and add them to the unpaid principal under this
note, or you may demand immediate payment of the charges.

SET-OFF:  I agree that you may set off any amount due and payable under this
note against any right I have to receive money from you.  "Right to receive
money from you" means:  
  (1) any deposit account balance I have with you;
  (2) any money owed to me on an item presented to you or in your possession
      for collection or exchange; and
  (3) any repurchase agreement or other non deposit obligation.

  "Any amount due and payable under this note" means the total amount of which
you are entitled to demand payment under the terms of this note at the time you
set off.  This total includes any balance the due date for which you properly
accelerate under this note.

  If my right to receive money from you is also owned by someone who has not
agreed to pay this note, your right of set-off will apply to my interest in the
obligation and to any other amounts I could withdraw on my sole request or
endorsement.  Your right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.

  You will not be liable for the dishonor of any check when the dishonor occurs
because you set off this debt against any of my accounts. I agree to hold you
harmless from any such claims arising as a result of your exercise of your right
of set-off.

REAL ESTATE OR RESIDENCE SECURITY:  If this note is secured by real estate or
a residence that is personal property, the existence of a default and your
remedies for such a default will be determined by applicable law, by the terms
of any separate instrument creating the security interest and, to the extent not
prohibited by the law and not contrary to the terms of the separate security
instrument, by the "Default" and "Remedies" paragraph herein.

DEFAULT:  I will be in default on this loan and any agreement securing this loan
if any one or more of the following occurs:

  (1)  I fail to perform any obligation which I have undertaken in this note or
     any agreement securing this note; or 

**(2)  you, in good faith, believe that the prospect of payment or the prospect
     of my performance of any other of my obligations under this note or any
     agreement securing this note is implied.

  If any of us are in default on this note or any security agreement, you may
exercise your remedies against any or all of us.

REMEDIES:  If I am in default on this note you have, but are not limited to the
following remedies:

  (1)   You may demand immediate payment of my debt under this note (principal,
     accrued unpaid interest and other accrued charges).

  (2)   You may set off this debt against any right I have to the payment of
     money from you, subject to the terms of the "Set-Off" paragraph herein.

  (3)   You may demand security, additional security, or additional parties to
     be obligated to pay this note as a condition for not using any other
     remedy.

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  (4)   You may refuse to make advances to me or allow purchases on credit by
     me.

  (5)   You may use any remedy you have under state or federal law.

  By selecting any one or more of these remedies you do not give up your 
right to later use any other remedy.  By waiving you right to declare an 
event to be a default, you do not waive your right to later consider the 
event as a default if it continues or happens again.

COLLECTION COSTS AND ATTORNEY'S FEES:  I agree to pay all costs of 
collection, replevin or any other similar type of cost if I am in default.  
In addition, if you hire an attorney to collect this note, I also agree to 
pay any fee you incur with such attorney plus court costs (except where 
prohibited by law).  To the extent permitted by the United States Bankruptcy 
Code, I also agree to pay the reasonable attorney's fees and costs you incur 
to collect this debt as awarded by any court exercising jurisdiction under 
the Bankruptcy Code.

WAIVER:  I give up my rights to require you to do certain things.  I will not
require you to:

  (1) demand payment of amounts due (presentment);

  (2) obtain official certification of nonpayment (protest);

  (3) give notice that amounts due have not been paid (notice of dishonor);

  (4) give notice of intent to accelerate; or

  (5) give notice of acceleration.

OBLIGATIONS INDEPENDENT:  I understand that I must pay this note even if 
someone else has also agreed to pay it (by, for example, signing this form or 
a separate guarantee or endorsement).  You may sue me alone, or anyone else 
who is obligated on this note, or any number of us together, to collect this 
note.  You may without notice release any party to this agreement without 
releasing any other party.  If you give up any of your rights, with or 
without notice, it will not affect my duty to pay this note.  Any extension 
of new credit to any of us, or renewal of this note by all or less than all 
of us will not release me from my duty to pay it.  (Of course, you are 
entitled to only one payment in full.) I agree that you may at your option 
extend this note or the debt represented by this note, or any portion of the 
note or debt, from time to time without limit or notice and for any term 
without affecting my liability for payment of the note.  I will not assign my 
obligation under this agreement without your prior written approval.

CREDIT INFORMATION:  I agree and authorize you to obtain credit information 
about me from time to time (for example, by requesting a credit report) and 
to report to others your credit experience with me (such as a credit 
reporting agency).  I agree to provide you, upon request, any financial 
statement or information you may deem necessary. I warrant that the financial 
statements and information I provide to you are or will be accurate, correct 
and complete.

NOTICE:  Unless otherwise required by law, any notice to me shall be given by 
delivering it or by mailing it by first class mail addressed to me at my last 
known address.  My current address is on page 1.  I agree to inform you in 
writing of any change in my address.  I will give any notice to you by 
mailing it first class to your address stated on page 1 of this agreement, 
or to any other address that you have designated.

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**(2)  you, after due inquiry and ten days' opportunity to cure following 
prior written notice to me by you of the basis of your good faith belief, in 
good faith, believe that the prospect of payment or the prospect of my 
performance of any other of my obligations under this note or any agreement 
securing this note impaired.