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                                                               Exhibit 10.5

                       REVOLVING LINE OF CREDIT
                          CREDIT AGREEMENT



                    entered into by and between



                          US Bank of UTAH
                    a Utah banking association



                              and



                     DAW TECHNOLOGIES, INC.
                       a Utah corporation








                 Effective as of July 25, 1996
                      Salt Lake City, Utah

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<PAGE>

                    REVOLVING LINE OF CREDIT
                        CREDIT AGREEMENT


                       TABLE OF CONTENTS


                                                                        Page
                                                                        ----

Recitals ...............................................................  1
Agreement...............................................................  1

ARTICLE 1
DEFINITION OF TERMS.....................................................  1
     1.01  "Accounts Payable"...........................................  1
     1.02  "Accounts Receivable"........................................  1
     1.03  "Advance"....................................................  1
     1.04  "Authorized Officer".........................................  2
     1.05  "Borrower"...................................................  2
     1.06  "Borrowing Base".............................................  2
     1.07  "Borrowing Base Certificate".................................  2
     1.08  "Business Day"...............................................  2
     1.09  "Change in Control"..........................................  2
     1.10  "Closing Date"...............................................  3
     1.11  "Code".......................................................  3
     1.12  "Collateral".................................................  3
     1.13  "Commitment".................................................  3
     1.14  "Concentrations".............................................  3
     1.15  "Control"....................................................  3
     1.16  "Controlled Group"...........................................  3
     1.17  "Current Assets".............................................  3
     1.18  "Current Liabilities"........................................  3
     1.19  "Current Ratio"..............................................  4
     1.20  "Debt/Tangible Net Worth Ratio"..............................  4
     1.21  "Default Rate"...............................................  4
     1.22  "Dollars"....................................................  4
     1.23  "DSC"........................................................  4
     1.24  "ERISA"......................................................  4
     1.25  "ESOP".......................................................  5
     1.26  "Event of Default"...........................................  5
     1.27  "Exchange Act"...............................................  5
     1.28  "Financial Covenants"........................................  5
     1.29  "Foreign Currency Contracts".................................  5
     1.30  "GAAP".......................................................  5
     1.31  "Governmental Authority".....................................  5
     1.32  "Indebtedness"...............................................  5
     1.33  "Lender".....................................................  5
     1.34  "Letters of Credit"..........................................  5

                                                     Exhibit 10.5
Domestic                            -i-

<PAGE>

     1.35  "Lien".......................................................  6
     1.36  "Loan".......................................................  6
     1.37  "Loan Documents".............................................  6
     1.38  "Loan Fees"..................................................  6
     1.39  "Material Adverse Effect"....................................  6
     1.40  "Maturity Date"..............................................  6
     1.41  "Net Domestic Underbillings Less Domestic Overbillings"......  6
     1.42  "Net Income".................................................  6
     1.43  "Note".......................................................  6
     1.44  "PBGC".......................................................  6
     1.45  "Permitted Liens"............................................  6
     1.46  "Person".....................................................  7
     1.47  "Plan".......................................................  7
     1.48  "Regulation U"...............................................  7
     1.49  "Regulatory Change"..........................................  7
     1.50  "Reportable Event"...........................................  7
     1.51  "Retention"..................................................  7
     1.52  "SEC"........................................................  7
     1.53  "Security Agreement".........................................  7
     1.54  "Security Documents".........................................  7
     1.55  "Significant Debt Agreement".................................  7
     1.56  "Subsidiaries"...............................................  8
     1.57  "Tangible Net Worth".........................................  8
     1.58  "WOBRR"......................................................  8
     1.59  "Working Capital"............................................  8

ARTICLE 2
THE LOAN................................................................  8
     2.01  Loan Commitment..............................................  8
     2.02  Revolving Line of Credit.....................................  8
     2.03  Note.........................................................  8
     2.04  Letters of Credit............................................  9
     2.05  Excess Balance Repayment..................................... 10
     2.06  Prepayments.................................................. 10
     2.07  Method of Payment............................................ 10
     2.08  Conditions................................................... 10
     2.09  Other Advances by Lender..................................... 10
     2.10  Assignment................................................... 10

ARTICLE 3
FEES.................................................................... 10
     3.01  Non-Usage Fee................................................ 11
     3.02  Letter of Credit Fees........................................ 11

ARTICLE 4
SECURITY................................................................ 11
     4.01  Security..................................................... 11
     4.02  Financing Statements......................................... 11
     4.03  Security Documents........................................... 11
     4.04  Assignment of Particular Contracts........................... 12

                                                    Exhibit 10.5

Domestic                           -ii-

<PAGE>


ARTICLE 5
AFFIRMATIVE COVENANTS...................................................... 12
     5.01 Financial Statements, Reports and Documents...................... 12
          5.01.01   Consolidated Monthly Statements of Borrower............ 12
          5.01.02   Consolidated Quarterly Statements of Borrower.......... 12
          5.01.03   Consolidated Annual Statements of Borrower............. 12
          5.01.04   Quarterly Certificate Respecting Financial Covenants... 13
          5.01.05   Borrowing Base Certificate............................. 13
          5.01.06   Compliance Certificate of Borrower..................... 13
          5.01.07   Management Letters..................................... 13
          5.01.08   Other Information...................................... 14
     5.02 Payment of Taxes and Other Indebtedness.......................... 14
     5.03 Maintenance of Existence and Rights; Conduct of Business......... 14
     5.04 Notice of Default................................................ 14
     5.05 Other Notices.................................................... 14
     5.06 Compliance with Loan Documents................................... 14
     5.07 Compliance with Significant Debt Agreements...................... 14
     5.08 Operations and Properties........................................ 14
     5.09 Books and Records; Access........................................ 15
     5.10 Compliance with Law.............................................. 15
     5.11 Authorizations and Approvals..................................... 15
     5.12 ERISA Compliance................................................. 15
     5.13 Further Assurances............................................... 15
     5.14 News Releases.................................................... 15
     5.15 Insurance........................................................ 16
     5.16 Change in Control................................................ 16

ARTICLE 6
NEGATIVE COVENANTS......................................................... 16
     6.01 Amendments to Organizational Documents........................... 16
     6.02 Margin Stock..................................................... 16
     6.03 Fiscal Year...................................................... 17
     6.04 Liens............................................................ 17
     6.05 Dividends........................................................ 17
     6.06 Insider Loans.................................................... 17
     6.07 Stock Buy Backs.................................................. 17
     6.08 Transfer Collateral.............................................. 17
     6.09 Financial Covenants.............................................. 17
     6.10 Fiscal 1995 Capital Expenditures................................. 18
     6.11 Fiscal 1996 Capital Expenditures................................. 18

ARTICLE 7
CONDITIONS PRECEDENT....................................................... 18
     7.01 Initial Advance.................................................. 18
          7.01.01   This Agreement......................................... 18
          7.01.02   The Note............................................... 18
          7.01.03   Officer's Certificate.................................. 18
          7.01.04   Organizational Documents............................... 18
          7.01.05   Secretary's Certificate................................ 19

                                                     Exhhibit 10.5

Domestic                           -iii-

<PAGE>

            7.01.06   Security Agreement .................................. 19
            7.01.07   Filings.............................................. 19
            7.01.08   Borrowing Base Certificate........................... 19
            7.01.09   Insurance............................................ 19
            7.01.10   Additional Information............................... 19
     7.02   Inspection..................................................... 19
     7.03   Subsequent Advances............................................ 19
     7.04   No Event of Default............................................ 20
     7.05   No Material Adverse Change..................................... 20
     7.06   Representations and Warranties................................. 20

ARTICLE 8
REPRESENTATIONS AND WARRANTIES............................................. 20
     8.01   Organization and Good Standing................................. 20
     8.02   Authorization and Power........................................ 20
     8.03   No Conflicts or Consents....................................... 20
     8.04   Enforceable Obligations........................................ 21
     8.05   Financial Condition............................................ 21
     8.06   Full Disclosure................................................ 21
     8.07   No Default..................................................... 21
     8.08   Significant Debt Agreements.................................... 21
     8.09   No Litigation.................................................. 21
     8.10   Taxes.......................................................... 21
     8.11   ERISA.......................................................... 22
     8.12   Compliance with Law............................................ 22
     8.13   Survival of Representations, Etc .............................. 22
     8.14   Recitals....................................................... 22
     8.15   No Stock Purchase.............................................. 22
     8.16   Solvent........................................................ 22
     8.17   Advances....................................................... 22
     8.18   Title to Collateral............................................ 23
     8.19   Security Documents............................................. 23

ARTICLE 9
EVENTS OF DEFAULT.......................................................... 23
     9.01   Events of Default.............................................. 23
     9.02   Remedies Upon Event of Default................................. 25
     9.03   Right of Set Off............................................... 26
     9.04   Performance by Lender.......................................... 26

ARTICLE 10
MISCELLANEOUS.............................................................. 26
     10.01  Modification................................................... 26
     10.02  Waiver......................................................... 26
     10.03  Payment of Expenses............................................ 26
     10.04  Notices........................................................ 27
     10.05  Governing Law.................................................. 27
     10.06  Invalid Provisions............................................. 28
     10.07  Binding Effect................................................. 28
     10.08  Entirety....................................................... 28

                                                      Exhibit 10.5


Domestic                           -iv-

<PAGE>

     10.09  Headings....................................................... 28
     10.10  Survival....................................................... 28
     10.11  No Third Party Beneficiary..................................... 28
     10.12  Schedules and Exhibits Incorporated............................ 28
     10.13  Counterparts................................................... 29














                                                      Exhibit 10.5


Domestic                             -v-

<PAGE>
                                       
                            REVOLVING LINE OF CREDIT
                                LOAN AGREEMENT



     This REVOLVING LINE OF CREDIT LOAN AGREEMENT (this "Agreement"), dated 
as of July 25, 1996, is entered into by and between DAW TECHNOLOGIES, INC., a 
Utah corporation ("Borrower"), and US Bank of UTAH, a Utah banking 
association ("Lender"). Borrower and Lender are referred to collectively 
herein as the "Parties" and sometimes individually herein as a "Party."

                                       
                                    RECITALS

     A.  Borrower has applied to Lender for a revolving line of credit 
facility in the principal amount of Eight Million and No/100 Dollars 
($8,000,000.00) for the purpose of providing working capital financing for 
Borrower's business operations.

     B.  As a condition for extending such financial accommodations, Lender 
has required that Borrower enter into this Agreement establishing the terms 
and conditions thereof.

                                       
                                   AGREEMENT

     THEREFORE, in consideration of the mutual covenants and conditions 
herein contained, and for other good and valuable consideration, the 
sufficiency and receipt of which are hereby acknowledged, the Parties hereby 
agree as follows.

                                       
                                   ARTICLE 1

                              DEFINITION OF TERMS

     For purposes of this Agreement, unless otherwise defined herein, the 
following terms have the meanings assigned to them below.

     1.1 "ACCOUNTS PAYABLE" means, as of any date, accounts payable of 
Borrower on a GAAP consolidated basis.

     1.2 "ACCOUNTS RECEIVABLE" means, as of any date, accounts receivable of 
Borrower on a GAAP consolidated basis.

     1.3 "ADVANCE" means an advance and loan of funds to Borrower by Lender 
under and subject to the terms of this Agreement and all related documents 
contemplated herein. An Advance is made hereunder when cash is loaned 
directly to Borrower as provided herein. An Advance is also made hereunder 
whenever there is a drawing by the beneficiary thereof of a Letter of Credit 
that is issued by Lender as provided herein. (The face amount of issued but 
undrawn Letters of Credit reduces Borrower's Borrowing Base, as provided in 
ABorrowing Base," below, but the amount of a Letter of Credit does not become 
an Advance until the Letter of Credit is actually drawn.)

     1.4 "AUTHORIZED OFFICER" means one or more officers of Borrower who are 
duly authorized (and who are so certified to Lender by the corporate 
secretary of Borrower pursuant to a certificate of authority and incumbency 
obtained by Lender from time to time) to request Advances under 



                                                                     Domestic
                                  - 1 -
                                                                    Exhibit 10.5

<PAGE>
                                       
the provisions of this Agreement and execute and deliver documents, 
instruments, agreements, reports, statements and certificates in connection 
herewith.

     1.5 "BORROWER": See the Preamble hereto.

     1.6 "BORROWING BASE" means, on any particular date, the amount that is 
equal to: (a) seventy-five percent (75%) of the net total of the following 
amounts, added and subtracted as follows using financial information as of 
the date of calculation of Borrowing Base: the amount of Borrower's Accounts 
Receivable from customers that are physically located within the United 
States, less the amount of such Accounts Receivable that are more than 90 
days past due, less Concentrations, less the amount of Borrower's Accounts 
Receivable that are from government customers, less any Retention, less the 
amount of contra accounts to Borrower's Accounts Receivable, plus (b) fifty 
percent (50%) of the net total of the following amounts, added and subtracted 
as follows: Retentions, plus Net Domestic Underbillings less Domestic 
Overbillings (provided that fifty percent of such net amount shall in no 
event exceed $2,000,000); less (c) the amount of all outstanding Letters of 
Credit of Borrower issued under the terms of this Agreement; less (e) any 
required margins for Foreign Currency Contracts.

     1.7 "BORROWING BASE CERTIFICATE" means a certificate of an Authorized 
Officer setting forth a detailed reconciliation of the outstanding balance of 
the Loan against the definitional components of the Borrowing Base, in 
substantially the form attached hereto as Exhibit A. The form of Borrowing 
Base Certificate used by Borrower under this Agreement may be modified from 
time to time by Lender in its reasonable discretion.

     1.8 "BUSINESS DAY" means a day of the year on which banks are not 
required or authorized to close in Salt Lake City, Utah.

     1.9 "CHANGE IN CONTROL" means the occurrence or existence of either of 
the following events or conditions without the prior written consent of 
Lender, if different than the state of affairs as of the Closing Date:

         1.9.1  the Acquisition by any Person or two or more Persons "Acting 
in concert of "beneficial ownership" (within the meaning of Rule 13d-3 
promulgated by the SEC under the Exchange Act or as otherwise specified under 
the provisions of this Agreement) of securities of Borrower having more than 
50% of the ordinary voting power for the election of directors; or

         1.9.2  the Acquisition by any Person or two or more Persons acting 
in concert of Control of Borrower.

     1.10 "CLOSING DATE" means the date of execution and delivery of this 
Agreement by the Parties.

     1.11 "CODE" means the Internal Revenue Code of 1986, as amended.

     1.12 "COLLATERAL" means all property of Borrower subject to the Security 
Documents.

     1.13 "COMMITMENT" means the sum of EIGHT MILLION AND NO/100 DOLLARS 
($8,000,000.00).

     1.14 "CONCENTRATIONS" means, unless otherwise agreed by Lender in 
Lender's sole 



                                                                     Domestic
                                  - 2 -
                                                                    Exhibit 10.5

<PAGE>
                                       
discretion, that portion of accounts Receivable that are either (a) 
attributable to a single customer of Borrower and which comprise twenty-five 
percent (25%) or more of Borrower's total accounts Receivable, or (b) that 
are accounts Receivable from a customer of Borrower whose total accounts 
Receivable owed Borrower are more than twenty percent (20%) attributable to 
accounts Receivable that are more than 90 days past due, or (c) both of the 
above. (For example, if Borrower's total accounts Receivable were $100, and 
if $30 of Borrower's total accounts Receivable were from customer A, the $30 
owed Borrower by customer A would be a Concentration because $30 is more than 
25% of $100. Continuing the example, if, of the remaining $70 of Borrower's 
accounts Receivable, $10 were attributable to customer B, and if $3 of 
customer B's total $10 accounts Receivable owed to Borrower were more than 90 
days past due, then all of customer B's $10 accounts Receivable would be a 
Concentration because more than 20% of customer B's total accounts Receivable 
owed to Borrower would be more than 90 days past due, leaving Borrower with 
accounts Receivable net of Concentrations of $60.)

     1.15 "CONTROL" when used with respect to any Person means the power, 
directly or indirectly, to direct the management policies of such Person, 
whether through the ownership of voting securities, by contract or otherwise; 
and the terms "Controlling" and "Controlled" have meanings correlative to the 
foregoing.

     1.16 "CONTROLLED GROUP" means, severally and collectively, the members 
of the group controlling, controlled by and/or in common control of Borrower, 
within the meaning of Section 4001(b) of ERISA.

     1.17 "CURRENT ASSETS" means all assets of Borrower classified as current 
assets under GAAP, determined on a consolidated basis.

     1.18 "CURRENT LIABILITIES" means all liabilities of Borrower classified 
as current liabilities under GAAP, determined on a consolidated basis for the 
purpose of this definition, any amount which is outstanding under the Loan 
regardless of whether it would be characterized as a current liability in 
accordance with GAAP.

     1.19 "CURRENT RATIO" means as of any date the ratio of Current Assets as 
of such date to Current Liabilities as of such date.

     1.20 "DEBT/TANGIBLE NET WORTH RATIO" means the amount of Borrower's 
current plus long term debt divided by Borrower's Tangible Net Worth, based 
on amounts shown on Borrower's balance sheet.

     1.21 "DEFAULT RATE" means an interest rate per annum equal to four 
percent (4%) above the rate that would otherwise be payable under the terms 
of the respective Notes.

     1.22 "DOLLARS" and the sign A$" mean lawful currency of the United 
States of America.

     1.23 "DSC" means Borrower's debt service coverage ratio. DSC will be 
measured on and as of the last day of Borrower's fiscal year end, December 
31, 1996. On such dates, DSC will be calculated based on financial statement 
information for Borrower from the fiscal year ending. DSC for such fiscal 
year ending will be calculated as a fr"Ction, the numerator of which is 
Borrower's net income after taxes for the fiscal year ending, 



                                                                     Domestic
                                  - 3 -
                                                                    Exhibit 10.5

<PAGE>
                                       
plus Borrower's depreciation expense for the fiscal year ending, plus 
Borrower's interest expense for the fiscal year ending, minus Borrower's 
dividends for the fiscal year ending, and the denominator of which is 
Borrower's current maturity of long term debt as stated on Borrower's 
financial statements for the fisical year ending, plus Borrower's interest 
expense for the fiscal year ending.

     1.24 "ERISA" means the Employee Retirement Income Security Act of 1974, 
as amended, together with all final and permanent regulations issued pursuant 
thereto. References herein to sections and subsections of ERISA are deemed to 
refer to any successor or substitute provisions therefor.

     1.25 "ESOP" means any Employee Stock Ownership Plan, as it may be 
amended from time to time, adopted by Borrower.

     1.26 "EVENT OF DEFAULT": See Article 9.

     1.27 "EXCHANGE ACT" means the Securities Exchange Act of 1934.

     1.28 "FINANCIAL COVENANTS": See Section 6.09 hereof.

     1.29 "FOREIGN CURRENCY CONTRACTS" means contracts entered into by and 
between Lender and Borrower for the purpose of protecting Borrower against 
losses from unfavorable changes in foreign currency rates of exchange with 
currency of the United States. Such contracts require that Borrower reserve 
cash to cover Borrower's possible liabilities under such contracts; the total 
amount of such cash reserves is referred to herein as the "margin for Foreign 
Currency Contracts."

     1.30 "GAAP" means those generally accepted accounting principles and 
practices which are recognized as such by the American Institute of Certified 
Public accountants acting through its accounting Principles Board or by the 
Financial accounting Standards Board or through other appropriate boards or 
committees thereof and which are consistently applied for all periods after 
the date hereof so as to properly reflect the financial condition, and the 
results of operations and changes in the financial position, of Borrower, 
including without limitation accounting rules promulgated pursuant to 
Regulations SX and SK, except that any accounting principle or practice 
required to be changed by the said accounting Principles Board or Financial 
accounting Standards Board (or other appropriate board or committee of the 
said Boards) in order to continue as a generally accepted accounting 
principle or practice may be so changed.

     1.31 "GOVERNMENTAL AUTHORITY" means any government (or any political 
subdivision or jurisdiction thereof), court, bureau, agency or other 
governmental authority having jurisdiction over Borrower or any of its 
business, operations or properties.

     1.32 "INDEBTEDNESS" means, with respect to any Person, all of its 
monetary obligations and liabilities.

     1.33 "LENDER": See the Preamble hereto.

     1.34 "LETTERS OF CREDIT" mean a letters of credit issued by Lender for 
the benefit of Borrower's customers under the terms of this Agreement.

     1.35 "LIEN" means any lien, mortgage, security interest, tax lien, 
pledge, encumbrance, conditional sale or title retention arrangement, or any 
other interest in property designed to 



                                                                     Domestic
                                  - 4 -
                                                                    Exhibit 10.5

<PAGE>
                                       
secure the repayment of Indebtedness whether arising by agreement or under 
any statute or law, or otherwise.

     1.36 "LOAN" means the Loan as defined in Section 2.01 below.

     1.37 "LOAN DOCUMENTS" means this Agreement, the Note (including any 
renewals, extensions and refundings thereof), the Security Agreement, and any 
and all other written agreements, certificates or documents (and with respect 
to this Agreement and such other written agreements and documents, any 
amendments or supplements thereto or modifications thereof) that are executed 
or delivered or contemplated in or pursuant to the terms of this Agreement.

     1.38 "LOAN FEES": See Sections 3.01 and 3.02 hereof.

     1.39 "MATERIAL ADVERSE EFFECT" means any circumstance or event which 
(i) has any material adverse effect upon the validity or enforceability of 
any Loan Document, (ii) materially impairs the ability of Borrower to fulfill 
its obligations under the Loan Documents, or (iii) causes an Event of Default.

     1.40 "MATURITY DATE" means June 30, 1997.

     1.41 "NET DOMESTIC UNDERBILLINGS LESS DOMESTIC OVERBILLINGS" means the 
net amount of Borrower's underbillings and overbillings to customers located 
within the United States, as reported by Borrower in its job in process or 
work in processing accounting, prepared in accordance with GAAP.

     1.42 "NET INCOME" means for any period the net income of Borrower for 
such period in "Ccordance with GAAP, determined on a consolidated basis.

     1.43 "NOTE" means the Revolving Promissory Note of even date herewith in 
the amount of the Loan, executed by Borrower and delivered pursuant to the 
terms of this Agreement, together with any renewals, extensions, 
modifications or repl"Cements thereof.

     1.44 "PBGC" means the Pension Benefit Guaranty Corporation, and any 
successor to all or substantially all of the Pension Benefit Guaranty 
Corporation's functions under ERISA.

     1.45 "PERMITTED LIENS" means those Liens to which the Collateral is 
subject that are prior to the Liens of the Security Documents, and which 
consist of the following:

          1.45.1  Liens for taxes, assessments or governmental charges not 
yet due and payable; and

          1.45.2  Liens to which Lender shall consent in writing, in its sole 
and absolute discretion.

     1.46 "PERSON" includes an individual, a corporation, a joint venture, a 
partnership, a trust, a limited liability company, an unincorporated 
organization or a government or any agency or political subdivision thereof.

     1.47 "PLAN" means an employee defined benefit plan or other plan 
maintained by 



                                                                     Domestic
                                  - 5 -
                                                                    Exhibit 10.5

<PAGE>
                                       
Borrower for employees of Borrower and covered by Title IV of ERISA, or 
subject to the minimum funding standards under Section 412 of the Code.

     1.48 "REGULATION U" means Regulation U promulgated by the Board of 
Governors of the Federal Reserve System, 12 C.F.R. Part 221, or any other 
regulation hereafter promulgated by said Board to replace the prior 
Regulation U and having substantially the same function.

     1.49 "REGULATORY CHANGE" means any change effective after the date of 
this Note in United States federal, state, or foreign law, regulations, or 
rules or the adoption or making after such date of any interpretation, 
directive, or request applying to a class of banks including Lender, of or 
under any United States federal, state, or foreign law, regulation or rule 
(whether or not having the force of law) by any court or governmental or 
monetary authority charged with the interpretation or administration thereof.

     1.50 "REPORTABLE EVENT" means any "reportable event" as described in 
Section 4043(b) of ERISA with respect to which the thirty (30) day notice 
requirement has not been waived by the PBGC.

     1.51 "RETENTION" means amounts otherwise payable to Borrower for work 
performed or equipment provided or delivered, when such amounts are withheld 
by Borrower's customers as security or pursuant to contractual provisions 
until particular projects or jobs are complete. "Retainage" is a synonym for 
Retention under this Agreement.

     1.52 "SEC" means the Securities and Exchange Commission.

     1.53 "SECURITY AGREEMENT": See Section 4.01 hereof; together with any 
"additional security agreement delivered to Lender to secure amounts owed as 
a result of issuance by Lender of a Letter of Credit, together with any other 
security agreement signed by Borrower to secure amounts owed Lender under 
this Agreement.

     1.54 "SECURITY DOCUMENTS": See Section 4.03 hereof.

     1.55 "SIGNIFICANT DEBT AGREEMENT" means all documents, instruments and 
agreements executed by Borrower, evidencing, securing or ensuring any 
Indebtedness of Borrower or any guaranty in excess of $100,000 in outstanding 
principal (or principal equivalent) amount.

     1.56 "SUBSIDIARIES" means all business associations directly or 
indirectly controlled by Borrower.

     1.57 "TANGIBLE NET WORTH" means Borrower's tangible net worth, 
determined based on Borrower's balance sheet prepared on a consolidated basis 
in accordance with GAAP. Tangible Net Worth equal Borrower's total assets 
less total liabilities and less general intangible assets such as, without 
limitation, goodwill, patent rights, etc.

     1.58 "WOBRR" means Lender's West One Bank, Utah Reference Rate, an 
internally prepared and defined index which may or may not be the same as 
that quoted by other financial institutions. WOBRR also refers to any 
repl"Cement index or interest rate that is used by any successor in interest 
to Lender.



                                                                     Domestic
                                  - 6 -
                                                                    Exhibit 10.5

<PAGE>
                                       
     1.59 "WORKING CAPITAL" means the excess of Current Assets over Current 
Liabilities.

                                       
                                    ARTICLE 2
                                    THE LOAN

     2.1  LOAN COMMITMENT. Lender agrees to make Advances to Borrower, and 
Borrower agrees to accept Advances from Lender, in the manner and upon the 
terms and conditions contained in this Agreement. The total amount of 
Advances made to Borrower under this Agreement at any particular time shall 
not exceed the lesser of the Commitment or the Borrowing Base. The aggregate 
of all Advances made to Borrower by Lender as contemplated in this Agreement 
is referred to herein as the "Loan."

     2.2  REVOLVING LINE OF CREDIT. Subject to the terms and conditions set 
forth in this Agreement, the Loan shall be a revolving line of credit, 
against which Advances may be made to Borrower, repaid by Borrower, and new 
Advances made to Borrower, as Borrower may request, provided that (i) no 
Advance shall be made if an Event of Default shall be continuing, (ii) no 
Advance shall be made that would cause the outstanding principal balance of 
the Loan to exceed the lesser of the Commitment or the Borrowing Base, (iii) 
no Advance shall be made on or after the Maturity Date, and (iv) all other 
provisions of this Agreement shall apply to Borrower's activities and 
borrowings hereunder.

     2.3  NOTE. The Loan shall be evidenced by the Note, and shall bear 
interest and be payable to Lender upon the terms and conditions contained 
therein, which include the following provisions. (In the event of any 
conflict between any provision of this Agreement and the Note, the provisions 
of this Agreement shall govern.)

          2.3.1  Simple interest shall accrue on all Loan amounts that are 
unpaid, at the Prime, calculated monthly in arrears.

          2.3.2  All accrued interest shall be due and payable on all Loan 
amounts monthly, with the first payment due on August 5, 1996, and with 
subsequent monthly payments due on the 5th day of each month thereafter. All 
outstanding Loan principal shall be due and payable on the Maturity Date.

          2.3.3  The entire unpaid principal balance, all accrued and unpaid 
interest, and all late charges and other amounts that are payable under the 
Note shall be due and payable in full on the Maturity Date.

          2.3.4  Each Advance made hereunder shall not exceed the maximum 
available under Borrower's most recent Borrowing Base Certificate provided to 
Lender.

          2.3.5  Notwithstanding any provision of the Loan Documents, if 
Lender shall notify Borrower that as a result of a Regulatory Change it is 
unlawful for Lender to make, fund or maintain Advances at Prime, the 
obligations of Lender to make additional Advances at Prime, shall be 
suspended until Lender shall notify Borrower that the circumstances causing 
such suspension no longer exist. All other obligations of Borrower hereunder 
shall continue, however, to the fullest extent allowed by applicable law.

          2.3.6  If any payment required under the Note is not paid within 
ten (10) days after the date such payment is due, then, at the option of 
Lender, Borrower shall pay a "late charge" 



                                                                     Domestic
                                  - 7 -
                                                                    Exhibit 10.5

<PAGE>
                                       
equal to four percent (4%) of the amount of that payment to compensate Lender 
for administrative expenses and other costs of delinquent payments. This late 
charge may be assessed without notice, shall be immediately due and payable 
and shall be in addition to all other rights and remedies available to Lender.

          2.3.7  After maturity, including maturity upon acceleration, the 
unpaid principal balance, all accrued and unpaid interest and all other 
amounts payable under the Note shall bear interest at the Default Rate.

     2.4  LETTERS OF CREDIT. Letters of Credit issued by Lender as provided 
in this Agreement will have a maturity date of not more than twelve months 
beyond the Maturity Date. Amounts drawn under each Letter of Credit will be 
treated as Advances under this Agreement and the Note. In addition to and 
without limiting the foregoing, if Lender so elects, amounts drawn under any 
Letter of Credit may be reimbursable to the Lender as provided in a separate 
promissory note in form substantially similar to the Note, and amounts owed 
Lender as a result of drawings under such Letters of Credit may be secured by 
a security interest in favor of Lender in a specific Account Receivable of 
Borrower. Such security interest may, if Lender so elects, be created under a 
security agreement that is separate from the Security Agreement or, if Lender 
so elects, such security interest may be the security interest created by the 
Security Agreement. In the absence of any written agreement of Lender and 
Borrower to the contrary, such security interest shall be the security 
interest created by the Security Agreement.

     2.5  EXCESS BALANCE REPAYMENT. There shall be due and payable from 
Borrower to Lender, and Borrower shall immediately repay to Lender, without 
notice or demand, from time to time, any amount by which the outstanding 
principal balance of the Loan exceeds the lesser of the Commitment or the 
Borrowing Base.

     2.6  PREPAYMENTS. Borrower may prepay the outstanding principal balance 
of the Loan in whole or in part at any time prior to the Maturity Date, 
without penalty or premium and without prior notice to Lender, provided that 
such prepayment also includes accrued interest to the date of such prepayment 
on the principal amount prepaid.

     2.7  METHOD OF PAYMENT. All payments of principal of, and interest 
payable under, the Note shall be made to Lender at 107 South Main Street, 
Salt Lake City, Utah 84111, before 2:00 p.m. (Salt Lake City, Utah time) in 
immediately available funds. All payments made on the Note shall be applied, 
to the extent of the amount thereof, in the following order: (i) first, to 
the payment of costs, fees or other charges incurred in connection with the 
Loan; (ii) second, to the payment of accrued interest on the Loan; and (iii) 
third, to the reduction of the principal balance of the Loan.

     2.8  CONDITIONS. Lender shall have no obligation to make any Advance 
unless and until all of the conditions and requirements of this Agreement are 
fully satisfied. However, Lender in its sole discretion may elect to make one 
or more Advances prior to full satisfaction of one or more such conditions 
and/or requirements. Notwithstanding that such an Advance or Advances are 
made, such unsatisfied conditions and/or requirements shall not be waived or 
released thereby. Borrower shall be and continue to be obligated to fully 
satisfy such conditions and requirements, and Lender, at any time, in 
Lender's sole discretion, may stop making Advances until all conditions and 
requirements are fully satisfied.

     2.9  OTHER ADVANCES BY LENDER. Lender, after giving ten (10) days 
written notice to 



                                                                     Domestic
                                  - 8 -
                                                                    Exhibit 10.5

<PAGE>
                                       
Borrower, from time to time, may make Advances in any amount in payment of 
(i) interest accrued and payable upon the Loan, (ii) any charges and expenses 
that are the obligation of Borrower under this Agreement or any Security 
Document, and (iii) any charges or matters necessary to preserve the property 
encumbered by the Security Documents or to cure any Event of Default.

     2.10 ASSIGNMENT. Borrower shall have no right to any Advance other than 
to have the same disbursed by Lender in accordance with the disbursement 
provisions contained in this Agreement. Any assignment or transfer by 
Borrower, whether voluntary or involuntary, of this Agreement or of any right 
of Borrower under this Agreement shall not be binding upon or in any way 
affect Lender without Lender's prior written consent; Lender may make 
Advances under the disbursement provisions herein, notwithstanding any such 
purported assignment or transfer that is or may be made without Lender's 
prior written consent.

                                       
                                   ARTICLE 3
                                     FEES

     3.1  NON-USAGE FEE. Borrower shall pay to Lender a non-usage fee in the 
amount of 0.25 percent (0.25%) of the amount of the Commitment that is not 
used by Borrower hereunder. The non-usage fee shall be paid quarterly in 
arrears, and shall be calculated as 0.25% of the amount of unused Commitment 
on the date that is the last day of each calendar quarter during the term of 
this Agreement. Any non-usage fees owed under this Agreement shall be due and 
payable within ten Business Days after the date that Borrower receives an 
invoice therefor from Lender. The first non-usage fee under this Agreement 
will be calculated on and as of September 30, 1996, and on the last day of 
every calendar quarter thereafter during the term of this Agreement.

     3.2  LETTER OF CREDIT FEES. Borrower shall also pay to Lender, in 
addition to the non-usage fee described in the preceding Section, a letter of 
credit fee in the amount of 1.5 percent (1.5%) per annum of the total face 
amount of Letters of Credit that are issued and outstanding under this 
Agreement. The letter of credit fees described in the preceding sentence 
shall be paid at time of letter of credit issuance.

                                       
                                   ARTICLE 4
                                   SECURITY

     4.1  SECURITY. So long as any Loan amount, principal, interest or any 
other amount owed Lender under this Agreement remains unpaid, and until the 
Note is paid in full, Borrower shall cause the Loans and all of Borrower's 
obligations under this Agreement to be secured at all times by a valid and 
effective security agreement (the "Security Agreement"), duly executed and 
delivered by or on behalf of Borrower, granting Lender a valid and 
enforceable security interest in all of the kinds and categories of personal 
property described in the Security Agreement, including without limitation 
Borrower's Accounts Receivable and inventory, wherever located, in, to, or 
under which Borrower now has or hereafter acquires any right, title, or 
interest, whether present, future, or contingent, and in Borrower's 
expectancy to acquire such property, subject to no prior Liens except for 
Permitted Liens.

     4.2  FINANCING STATEMENTS. Borrower shall execute and deliver to Lender 
for filing UCC-1 statements that will allow Lender to perfect its security 
interest as provided in the Security Agreement.

     4.3  SECURITY DOCUMENTS. All of the documents required by this Article 4 
shall be in 



                                                                     Domestic
                                  - 9 -
                                                                    Exhibit 10.5

<PAGE>
                                       
form satisfactory to Lender and Lender's counsel, and, together with any UCC 
financing statements for filing and/or recording, and any other items 
required by Lender to fully perfect and effectuate the liens and security 
interests of Lender contemplated by the Security Agreement and this 
Agreement, may heretofore or hereinafter be referred to as the ASecurity 
Documents."

     4.4  ASSIGNMENT OF PARTICULAR CONTRACTS. From time to time Lender may 
wish to obtain a security interest in amounts that Borrower expects to 
receive from completion of a particular contract for a customer, and/or in 
benefits that Borrower expects to receive from performing Borrower's 
obligations under such a contract, even before Borrower has completed work 
under the contract sufficiently for such amounts or benefits to be considered 
an Account Receivable of Borrower. In such event Lender shall be entitled to 
inform Borrower of Lender's wish to receive a security interest in such 
amounts, and Borrower shall immediately furnish Lender and Lender's counsel 
with copies of all documents pertaining to such amounts and a report of work 
currently completed and an estimate, to the best of Borrower's knowledge, of 
the amount of Account Receivable that Borrower should record attributable to 
the particular contract and the date when Borrower expects to be able to 
record such amount as an Account Receivable of Borrower in Borrower's 
financial statements. Lender shall then be entitled to prepare for Borrower's 
execution and delivery any and all documents, agreements, financings 
statements and other documents as Lender determines in its sole discretion 
are necessary or proper to permit Lender to acquire a first priority security 
interest in amounts that will be payable to Borrower under the particular 
contract, and to perfect such security interest. When requested to do so by 
Lender, Borrower shall provide Lender with information about all contracts to 
which Borrower is a party that might be of interest to Lender for the 
purposes described in this Section.

                                       
                                    ARTICLE 5
                              AFFIRMATIVE COVENANTS

     Until the Note is paid in full, Borrower agrees that:

     5.1  FINANCIAL STATEMENTS, REPORTS AND DOCUMENTS. Borrower shall 
deliver, or cause to be delivered, to Lender each of the following:

          5.1.1  CONSOLIDATED MONTHLY STATEMENTS OF BORROWER. As soon as 
available, and in any event within thirty (30) days after the end of each 
month, copies prepared by Borrower of the consolidated balance sheet of 
Borrower as of the end of such month and consolidated statements of income of 
Borrower for that month and for the portion of the fiscal year ending with 
such month, in each case setting forth in comparative form the figures for 
the corresponding period of the preceding fiscal year, all in reasonable 
detail and fairly stated and prepared in accordance with GAAP, subject to 
normal year end adjustments. Each set of financial statements supplied Lender 
under this Section shall include a schedule of Borrower's "jobs in process."

          5.1.2  CONSOLIDATED QUARTERLY STATEMENTS OF BORROWER. As soon as 
available, and in any event within forty-five (45) days after the end of each 
fiscal quarter, copies prepared by Borrower of Borrower's SEC form 10-Q with 
notes and supporting schedules.

          5.1.3  CONSOLIDATED ANNUAL STATEMENTS OF BORROWER. As soon as 
available and in any event within ninety (90) days after the close of each 
fiscal year of Borrower, consolidated financial statements of Borrower, 
audited and prepared by independent certified public accountants of 
recognized national standing and reputation, including Borrower's 
consolidated balance sheet as of the close of such fiscal year and 
consolidated statements of income of Borrower for such fiscal year, in each 



                                                                     Domestic
                                  - 10 -
                                                                    Exhibit 10.5
<PAGE>

case setting forth in comparative form the figures for the preceding fiscal 
year, all in reasonable detail and accompanied by an unqualified opinion 
thereon of independent public accountants of recognized national standing 
selected by Borrower and acceptable to Lender, to the effect that such 
financial statements have been prepared in accordance with GAAP and that the 
examination of such accounts in connection with such financial statements has 
been made in accordance with generally accepted auditing standards and, 
accordingly, includes such tests of the accounting records and such other 
auditing procedures as were considered necessary in the circumstances, 
together with copies of Borrower's SEC form 10-K with notes and supporting 
schedules.

          5.1.4  QUARTERLY CERTIFICATE RESPECTING FINANCIAL COVENANTS. As 
soon as available but in any event within thirty (30) days after the end of 
each calendar quarter during the term of this Agreement, a certificate signed 
by the chief financial officer of Borrower, or any other financial officer of 
Borrower acceptable to Lender, setting forth in such level of detail as 
Lender shall reasonably require a calculation of the Financial Covenants as 
of the end of that calendar quarter and certifying as to Borrower's 
compliance therewith. The first such certificate shall be delivered to Lender 
by Borrower on or before April 30, 1996.

          5.1.5  BORROWING BASE CERTIFICATE. Within fifteen (15) days after 
the end of each month, the Borrowing Base Certificate for that month, 
together with appropriate schedules of Accounts Receivable aging and other 
supporting schedules and information.

          5.1.6  COMPLIANCE CERTIFICATE OF BORROWER. Within fifteen (15) days 
after the end of each month (except the last) and within ninety (90) days 
after the end of each fiscal year of Borrower hereafter, a certificate in 
substantially the form attached as Exhibit B, signed by an Authorized Officer 
of Borrower, stating that a review of the activities of Borrower during such 
month or year has been made under his supervision, that, as of such date, 
Borrower has observed, performed and fulfilled each and every obligation and 
covenant contained in this Agreement and no Event of Default exists under any 
of the same or, if any Event of Default shall have occurred, specifying the 
nature and status thereof, and stating that all financial statements of 
Borrower delivered to Lender during the respective period pursuant to Section 
5.01.01 and 5.01.03 hereof, to such officer's knowledge after due inquiry, 
fairly present in all material respects the financial position of the 
Borrower and the results of its operations at the dates and for the periods 
indicated, and have been prepared in accordance with GAAP, subject to year 
end audit and adjustments.

          5.1.7  MANAGEMENT LETTERS. With the audited fiscal year-end 
statements submitted under Section 5.01.03 above, the management letter, if 
any, of Borrower's certified public accountants issued in connection with 
such audit.

          5.1.8  OTHER INFORMATION. Such other information concerning the 
business, properties or financial condition of Borrower as Lender shall 
reasonably request.

     5.2  PAYMENT OF TAXES AND OTHER INDEBTEDNESS. Borrower will pay and 
discharge (i) all income taxes and payroll taxes, (ii) all taxes, 
assessments, fees and other governmental charges imposed upon it or upon its 
income or profits, or upon any property belonging to it, before delinquent, 
which become due and payable, (iii) all lawful claims (including claims for 
labor, materials and supplies), which, if unpaid, might become a Lien upon 
any of its property and (iv) all of its Indebtedness as it becomes due and 
payable, except as prohibited hereunder; provided, however, that it shall not 
be required to pay any such tax, assessment, charge, levy, claims or 
Indebtedness if and so long as the amount, applicability or validity thereof 
shall currently be contested in good faith by appropriate actions 



                                                                      Domestic
                                  - 11 -
                                                                    Exhibit 10.5

<PAGE>
                                       
and appropriate accruals and reserves therefor have been established in 
accordance with GAAP.

     5.3  MAINTENANCE OF EXISTENCE AND RIGHTS; CONDUCT OF BUSINESS. Borrower 
will preserve and maintain its corporate existence and all of its rights, 
privileges and franchises necessary or desirable in the normal conduct of its 
business, and conduct its business in an orderly and efficient manner 
consistent with good business practices.

     5.4  NOTICE OF DEFAULT. Borrower will furnish to Lender immediately upon 
becoming actually aware of the existence of any event or condition that 
constitutes an Event of Default, a written notice specifying the nature and 
period of existence thereof and the action which Borrower is taking or 
proposes to take with respect thereto.

     5.5  OTHER NOTICES. Borrower will promptly notify Lender of (a) any 
Material Adverse Effect, (b) any waiver, release or default under any 
Significant Debt Agreement, (c) except as to any claim in an amount less than 
$50,000, not covered as a result of an insurance deductible provision, any 
claim not covered by insurance against Borrower or any of Borrower's 
properties, and (d) the commencement of, and any material determination in, 
any litigation with any third party or any proceeding before any Governmental 
Authority affecting it, except litigation or proceedings which, if adversely 
determined, would not have a Material Adverse Effect.

     5.6  COMPLIANCE WITH LOAN DOCUMENTS. Borrower will comply with any and 
all covenants and provisions of this Agreement, the Note and all other Loan 
Documents.

     5.7  COMPLIANCE WITH SIGNIFICANT DEBT AGREEMENTS. Borrower will comply 
in all material respects with all Significant Debt Agreements.

     5.8  OPERATIONS AND PROPERTIES. Borrower will keep in good working order 
and condition, ordinary wear and tear excepted, all of its assets and 
properties which are necessary to the conduct of its business.

     5.9  BOOKS AND RECORDS; ACCESS. Borrower will give any authorized 
representative of Lender access during normal business hours to, and permit 
such representative to examine, copy or make excerpts from, any and all 
books, records and documents in its possession of and relating to the Loan, 
and to inspect any of its properties. Borrower will maintain complete and 
accurate books and records of its transactions in accordance with good 
accounting practices. Examinations of Borrower's books, records and documents 
as provided in this Section shall be at Lender's expense so long as no Event 
of Default has occurred hereunder, and shall be at Borrower's expense if and 
for as long as any Event of Default has occurred and is continuing hereunder. 
The provisions of this Section shall not limit the provisions of Section 7.02 
of this Agreement, which provide that quarterly inspections of Borrower's 
business operations shall always be at Borrower's expense.

     5.10 COMPLIANCE WITH LAW. Borrower will comply with all applicable laws, 
rules, regulations, and all final, nonappealable orders of any Governmental 
Authority applicable to it or any of its property, business operations or 
transactions, a breach of which could result in a Material Adverse Effect.

     5.11 AUTHORIZATIONS AND APPROVALS. Borrower will promptly obtain, from 
time to time at its own expense, all such governmental licenses, 
authorizations, consents, permits and approvals as may be required to enable 
it to comply with its obligations hereunder and under the other Loan 



                                                                      Domestic
                                  - 12 -
                                                                    Exhibit 10.5

<PAGE>
                                       
Documents and to operate its businesses as presently or hereafter duly 
conducted.

     5.12 ERISA COMPLIANCE. With respect to its Plans, Borrower shall (a) at 
all times comply with the minimum funding standards set forth in Section 302 
of ERISA and Section 412 of the Code or shall have duly obtained a formal 
waiver of such compliance from the proper authority; (b) at Lender's request, 
within thirty (30) days after the filing thereof, furnish to Lender copies of 
each annual report/return (Form 5500 Series), as well as all schedules and 
attachments required to be filed with the Department of Labor and/or the 
Internal Revenue Service pursuant to ERISA, in connection with each of its 
Plans for each year of the plan; (c) notify Lender within a reasonable time 
of any fact, including, but not limited to, any Reportable Event arising in 
connection with any of its Plans, which constitutes grounds for termination 
thereof by the PBGC or for the appointment by the appropriate United States 
District Court of a trustee to administer such Plan, together with a 
statement, if requested by Lender, as to the reason therefor and the action, 
if any, proposed to be taken with respect thereto; and (d) furnish to Lender 
within a reasonable time, upon Lender's request, such additional information 
concerning any of its Plans as may be reasonably requested.

     5.13 FURTHER ASSURANCES. Borrower will make, execute or endorse, and 
acknowledge and deliver or file or cause the same to be done, all such 
notices, certifications and additional agreements, undertakings or other 
assurances, and take any and all such other action, as Lender may, from time 
to time, deem reasonably necessary or proper to fully evidence the Loan.

     5.14 NEWS RELEASES. Borrower shall promptly forward to Lender copies of 
all news releases made by it to the news media as to anything of material 
significance with respect to its financial status.

     5.15 INSURANCE. Borrower shall maintain in full force and effect at all 
times all insurance coverages required under the terms of this Agreement 
and/or the Security Documents to which it is a party. In addition, it shall 
maintain in full force and effect at all times:

          5.15.1  Policies of insurance evidencing personal liability and 
property damage liability coverages in amounts not less than $2,000,000.00 
(combined single limit for bodily injury and property damage), and an 
umbrella excess liability coverage in an amount not less than $20,000,000.00 
shall be in effect with respect to Borrower.

          5.15.2  Policies of workers' compensation insurance in amounts and 
with coverages as legally required.

          5.15.3  Without limiting the foregoing, Borrower shall at all times 
maintain insurance coverages in scope and amount not less than, and not less 
extensive than, the scope and amount of insurance coverages customary in the 
trades or businesses in which it is from time to time engaged. All of the 
aforesaid insurance coverages shall be issued by insurers reasonably 
acceptable to Lender. Copies of all policies of insurance evidencing such 
coverages in effect from time to time shall be delivered to Lender prior to 
the initial Advance under this Agreement and upon reasonable notice upon 
issuance of new policies thereafter. From time to time, promptly upon 
Lender's request, Borrower shall provide evidence satisfactory to Lender (i) 
that required coverage in required amounts is in effect, and (ii) that Lender 
is shown as an additional insured and loss payee with respect to all such 
coverages, as Lender's interest may appear, by standard (non-attribution) 
loss payable endorsement, additional insured endorsement, insurer's 
certificate or other means acceptable to Lender in its reasonable discretion. 
At Lender's option, Borrower shall deliver to Lender certified copies of all 
such policies of insurance in 



                                                                      Domestic
                                  - 13 -
                                                                    Exhibit 10.5

<PAGE>
                                       
effect from time to time, to be retained by Lender so long as Lender shall 
have any commitment to lend hereunder and so long as any amounts remain 
unpaid under the Note. All such insurance policies shall provide for at least 
thirty (30) days prior written notice of the cancellation or modification 
thereof to Lender.

     5.16 CHANGE IN CONTROL. Should there be a Change in Control as to 
Borrower, the Loans and all amounts owed under the Note shall be immediately 
due and payable.

                                       
                                   ARTICLE 6
                               NEGATIVE COVENANTS

     Until the Note is paid in full, Borrower agrees that:

     6.1  AMENDMENTS TO ORGANIZATIONAL DOCUMENTS. Borrower will not amend its 
organizational documents if the result thereof could result in the occurrence 
directly or indirectly of a Material Adverse Effect.

     6.2  MARGIN STOCK. Borrower shall not use any proceeds of the Loans, or 
any proceeds of any other or future financial accommodation from Lender for 
the purpose, whether immediate, incidental or ultimate, of purchasing or 
carrying any "margin stock", as that term is defined in Regulation U or to 
reduce or retire any indebtedness undertaken for such purposes within the 
meaning of said Regulation U, and will not use such proceeds in a manner that 
would involve Borrower in a violation of Regulation U or of any other 
Regulation of the Board of Governors of its Federal Reserve System, nor use 
such proceeds for any purpose not permitted by Section 7 of the Securities 
Exchange Act of 1934, as amended, or any of the rules or regulations 
respecting the extensions of credit promulgated thereunder.

     6.3  FISCAL YEAR. Except with prior notice to Lender, Borrower will not 
change the times of commencement or termination of its fiscal year or other 
accounting periods; or change its methods of accounting other than to conform 
to GAAP applied on a consistent basis. After any such changes, its method of 
accounting shall conform to GAAP.

     6.4  LIENS. On and after the date hereof, it will not create or suffer 
to exist Liens upon the Collateral, except (i) Liens, if any, for the benefit 
of Lender, and (ii) Permitted Liens.

     6.5  DIVIDENDS. It will not declare or pay cash dividends.

     6.6  INSIDER LOANS. Borrower will not make loans, receivables or 
investments, on a consolidated basis, to officers of Borrower or any other 
companies of said officers, except for normal advances for travel and 
entertainment.

     6.7  STOCK BUY BACKS. Unless pursuant to and as required by any 
qualified employee stock purchase plan, Borrower will not buy back any of 
Borrower's stock from any shareholder of Borrower.

     6.8  TRANSFER COLLATERAL. It will not assign, transfer or convey any of 
its right, title and interest in the Collateral encumbered by the Security 
Documents except in the ordinary course of Borrower's business and for good 
and full consideration.

     6.9  FINANCIAL COVENANTS. Borrower will not permit:



                                                                      Domestic
                                  - 14 -
                                                                    Exhibit 10.5

<PAGE>
                                       
          6.9.1  Its Current Ratio to be less than 1.30 at the end of any 
fiscal quarter;

          6.9.2  Its Debt/Tangible Net Worth Ratio to be more than 1.25 at 
the end of any fiscal quarter;

          6.9.3  Its Tangible Net Worth to be less than $19,000,000.00 at the 
end of any fiscal quarter; and

          6.9.4  Its DSC to be less than 1.5 at the end of any fiscal quarter.

     6.10 FISCAL 1996 CAPITAL EXPENDITURES. Borrower shall not make 
expenditures for capital investment in equipment or property for Borrower's 
fiscal year 1996 in excess of $3,000,000.

                                       
                                   ARTICLE 7
                              CONDITIONS PRECEDENT

     The obligation of Lender to make the Loans and to make the initial 
Advance hereunder is subject to the full and prior satisfaction of each of 
the following conditions precedent and, as to each future Advance, to the 
full prior satisfaction at each such time of each of the conditions precedent 
in Sections 7.04 and 7.05 hereof:

     7.1  INITIAL ADVANCE. Prior to its making the initial Advance, Lender 
shall have received original copies of all of the following, each in form and 
substance satisfactory to Lender:

          7.1.1  THIS AGREEMENT. This Agreement, duly executed and delivered 
to Lender by Borrower.

          7.1.2  THE NOTE. The Note, duly executed, drawn to the order of 
Lender and otherwise as provided herein.

          7.1.3  OFFICER'S CERTIFICATE. A certificate signed by an Authorized 
Officer of Borrower, stating that (to the best knowledge and belief of 
Borrower, after reasonable inquiry and review of matters pertinent to the 
subject matter of such certificate): (i) all of the representations and 
warranties contained in this Agreement and in the other Loan Documents are, 
in all material respects, true and correct as of the date hereof (other than 
those of such representations which by their express terms speak to a date 
prior to such date, which representations are, in all material respects, true 
and correct as of such respective dates); (ii) no event has occurred and is 
continuing, or would result from the advance of the proceeds of the Loans, 
which would constitute an Event of Default, and (iii) no change or changes 
having a Material Adverse Effect have occurred in the business or financial 
condition of Borrower since the date of the last financial statements of 
Borrower heretofore delivered to Lender.

          7.1.4  ORGANIZATIONAL DOCUMENTS. A copy of the current Certificate 
of Incorporation (or other charter documents, however named) of Borrower, 
including all amendments thereto, certified as current and complete by the 
appropriate authority of the state of said corporation's incorporation, 
together with evidence of said corporation's good standing in said 
corporation's state of incorporation and in every other state in which it is 
doing business or the conduct of said corporation's business requires such 
standing for the enforcement of material contracts.



                                                                      Domestic
                                  - 15 -
                                                                    Exhibit 10.5

<PAGE>
                                       
          7.1.5  SECRETARY'S CERTIFICATE. A certificate of the corporate 
secretary of Borrower, signed by the duly appointed secretary thereof and 
issued as of the Closing Date, certifying that (i) attached thereto is a true 
and complete copy of the corporate by-laws of said corporation in effect on 
the date of passage of the corporate resolutions described immediately below 
and at all subsequent times to and including the date of the certificate, 
(ii) attached thereto is a true and complete copy of the resolutions adopted 
by the Board of Directors of said corporation authorizing the Loans, the 
execution, delivery, and performance of this Agreement, the Note, the Loan 
Documents, and all advances of credit hereunder, and that such resolutions 
have not been modified, rescinded, or amended and are in full force and 
effect, (iii) no change has been made to said corporation's charter documents 
other than as reflected in the certified copies submitted in connection with 
the delivery of this Agreement or as approved in writing by Lender, and (iv) 
set forth therein and appropriately identified are the names, current 
official titles, and signatures of the officers of said corporation 
authorized to sign this Agreement and other documents to be delivered 
hereunder and/or to act as Authorized Officers hereunder.

          7.1.6  SECURITY AGREEMENT. The Security Agreement, duly executed 
and delivered to Lender by Borrower.

          7.1.7  FILINGS. Completion of all filings necessary to perfect 
Lender's Liens with respect to the Collateral.

          7.1.8  BORROWING BASE CERTIFICATE. An initial Borrowing Base 
Certificate, dated as of the Closing Date.

          7.1.9  INSURANCE. Original copies of policies of insurance and 
certificates of insurance in compliance with Section 5.15 hereof.

          7.1.10 ADDITIONAL INFORMATION. Such other information and documents 
as may reasonably be required by Lender or Lender's counsel.

     7.2  INSPECTION. Also prior to its making the initial Advance, Lender 
shall have satisfactorily completed a pre-loan credit quality inspection of 
Borrower's business operations in Salt Lake City, Utah. After the first such 
inspection, Lender shall be entitled to conduct, at Borrower's expense, 
credit quality inspections of Borrower's business operations in Salt Lake 
City, Utah on a quarterly basis. Satisfactory completion of each such future 
inspection shall be a condition precedent to Lender's obligation to make any 
Advance after the initial Advance hereunder.

     7.3  SUBSEQUENT ADVANCES. Prior to its making any Advance after the 
initial Advance, Lender shall have received from Borrower a Borrowing Base 
Certificate that is less than thirty (30) days old and that shows, by proper 
calculations, that Borrower is entitled to receive an additional Advance 
under the terms of this Agreement. Borrower shall be entitled to submit a new 
Borrowing Base Certificate justifying an additional Advance at any time.

     7.4  NO EVENT OF DEFAULT. It shall be a condition precedent to Lender's 
obligation to make any Advance under this Agreement that no Event of Default 
known to Borrower shall have occurred and be continuing, or result from 
Lender's making of the Advance.

     7.5  NO MATERIAL ADVERSE CHANGE.  It shall be a condition precedent to 
Lender's obligation to make any Advance under this Agreement that since the 
date of the most recent financial statements provided to Lender by Borrower, 
no change shall have occurred in the business or financial 



                                                                      Domestic
                                  - 16 -
                                                                    Exhibit 10.5

<PAGE>
                                       
condition of Borrower that could have a Material Adverse Effect.

     7.6  REPRESENTATIONS AND WARRANTIES. It shall be a condition precedent 
to Lender's obligation to make any Advance under this Agreement that the 
representations and warranties of Borrower contained in this Agreement shall 
be true and correct in all material respects, with the same force and effect 
as though made on the date of the requested Advance, (other than those of 
such representations which by their express terms speak to a date prior to 
that date, which representations shall, in all material respects, be true and 
correct as of such respective date).

                                       
                                    ARTICLE 8
                           REPRESENTATIONS AND WARRANTIES

     To induce Lender to make the Loans, Borrower represents and warrants to 
Lender that:

     8.1  ORGANIZATION AND GOOD STANDING. Borrower is duly organized in the 
State of Utah, and is validly existing and in good standing under the laws of 
the State of Utah. Borrower has the legal power and authority to own its 
properties and assets and to transact the business in which Borrower is 
engaged and is or will be qualified in those states or foreign countries 
wherein the nature of Borrower's proposed business and property will make 
such qualifications necessary or appropriate in the future.

     8.2  AUTHORIZATION AND POWER. Borrower has the corporate power and 
requisite authority to execute, deliver and perform this Agreement, the Note 
and the other Loan Documents to be executed by Borrower; Borrower is duly 
authorized to, and has taken all action, corporate or otherwise, necessary to 
authorize Borrower to, execute, deliver and perform this Agreement, the Note 
and all other Loan Documents to which Borrower is a party and Borrower is and 
will continue to be duly authorized to perform its obligations under this 
Agreement, the Note and such other Loan Documents.

     8.3  NO CONFLICTS OR CONSENTS. Neither the execution and delivery of 
this Agreement, the Note or the other Loan Documents to which Borrower is a 
party, nor the consummation of any of the transactions herein or therein 
contemplated, nor compliance with the terms and provisions hereof or with the 
terms and provisions thereof, (a) will materially contravene or conflict 
with: (i) any provision of law, statute or regulation to which Borrower is 
subject, (ii) any judgment, license, order or permit applicable to Borrower, 
(iii) any indenture, agreement, mortgage, deed of trust, or other agreement 
or instrument to which Borrower is a party or by which it may be bound, or to 
which Borrower may be subject, the violation of which would cause or result 
in a Material Adverse Effect, or (b) will violate any provision of Borrower's 
Certificate of Incorporation. No consent, approval, authorization or order of 
any court or Governmental Authority or other Person is required in connection 
with the execution and delivery by Borrower of the Loan Documents or to 
consummate the transactions contemplated hereby or thereby, or if required, 
such consent, approval, authorization or order shall have been obtained.

     8.4  ENFORCEABLE OBLIGATIONS. This Agreement, the Note and the other 
Loan Documents are the legal, valid and binding obligations of Borrower, 
enforceable against Borrower in accordance with their respective terms, 
except as limited by bankruptcy, insolvency or other laws or equitable 
principles of general application relating to the enforcement of creditors= 
rights.

     8.5  FINANCIAL CONDITION. Borrower has delivered to Lender copies of the 
Borrower's audited consolidated financial statements as of December 31, 1995, 
and unaudited quarterly financial statements as of March 31, 1996. Such 
financial statements, in all material respects, fairly present the 



                                                                      Domestic
                                  - 17 -
                                                                    Exhibit 10.5

<PAGE>
                                       
financial position of Borrower as of such date and have been prepared in 
accordance with GAAP subject, in the case of unaudited financial statements, 
to normal year end adjustments. Since the date thereof, Borrower has not 
discovered any obligations, liabilities or indebtedness (including contingent 
and indirect liabilities and obligations or unusual forward or long-term 
commitments) which in the aggregate are material and adverse to the financial 
position or business of Borrower that should have been but were not reflected 
in such financial statements. All changes having a Material Adverse Effect 
that have occurred since January 1, 1995 have been disclosed to Lender in 
writing by Borrower.

     8.6  FULL DISCLOSURE. There is no material fact that Borrower has not 
disclosed to Lender that would have a Material Adverse Effect. No certificate 
or statement delivered herewith or heretofore by Borrower to Lender in 
connection with negotiations of this Agreement, contains any untrue statement 
of a material fact or omits to state any material fact necessary to keep the 
statements contained herein or therein from being misleading.

     8.7  NO DEFAULT. No event or condition has occurred and is continuing 
that constitutes an Event of Default.

     8.8  SIGNIFICANT DEBT AGREEMENTS. Borrower is not in default in any 
material respect under any Significant Debt Agreement.

     8.9  NO LITIGATION. There are no actions, suits or legal, equitable, 
arbitration or administrative proceedings pending, or to Borrower's actual 
knowledge overtly threatened, against Borrower that would, if adversely 
determined, have a Material Adverse Effect.

     8.10 TAXES. Borrower has filed or caused to be filed all returns and 
reports which are required to be filed by any jurisdiction, and has paid or 
made provision for the payment of all taxes, assessments, fees or other 
governmental charges imposed upon Borrower's properties, income or 
franchises, as to which the failure to file or pay would have a Material 
Adverse Effect, except such assessments or taxes, if any, which are being 
contested in good faith by appropriate proceedings.

     8.11 ERISA. (a) No Reportable Event has occurred and is continuing with 
respect to any Plan; (b) PBGC has not instituted proceedings to terminate any 
Plan; (c) neither the Borrower, any member of the Controlled Group, nor any 
duly-appointed administrator of a Plan (i) has incurred any liability to PBGC 
with respect to any Plan other than for premiums not yet due or payable or 
(ii) has instituted or intends to institute proceedings to terminate any Plan 
under Section 4041 or 4041A of ERISA; and (d) each Plan of Borrower has been 
maintained and funded in all material respects in accordance with the Plan's 
terms and in all material respects in accordance with all provisions of ERISA 
applicable thereto. Neither the Borrower nor any of its Subsidiaries 
participates in, or is required to make contributions to, any Multi-employer 
Plan (as that term is defined in Section 3(37) of ERISA).

     8.12 COMPLIANCE WITH LAW. Borrower is in compliance with all laws, 
rules, regulations, orders and decrees that are applicable to Borrower, or 
its properties, noncompliance with which would have a Material Adverse Effect.

     8.13 SURVIVAL OF REPRESENTATIONS, ETC.  All representations and 
warranties by Borrower herein shall survive the making of the Loans and the 
execution and delivery of the Note; any investigation at any time made by or 
on behalf of Lender shall not diminish Lender's right to rely on the 
representations and warranties herein.



                                                                      Domestic
                                  - 18 -
                                                                    Exhibit 10.5

<PAGE>
                                       
     8.14 RECITALS. The recitals and statements of intent appearing in this 
Agreement are true and correct.

     8.15 NO STOCK PURCHASE. No part of the proceeds of any financial 
accommodation made by Lender in connection with this Agreement will be used 
to purchase or carry Amargin stock," as that term is defined in Regulation U, 
or to extend credit to others for the purpose of purchasing or carrying such 
margin stock.

     8.16 SOLVENT. Borrower (both before and after giving effect to the Loan 
contemplated hereby) is solvent, has assets having a fair value in excess of 
the amount required to pay its probable liabilities on Borrower's existing 
debts as they become absolute and matured, and has, and will have, access to 
adequate capital for the conduct of Borrower's business and the ability to 
pay Borrower's debts from time to time incurred in connection therewith as 
such debts mature.

     8.17 ADVANCES. Each request for an Advance or for the extension of any 
financial accommodation by Lender whatsoever shall constitute an affirmation 
that the representations and warranties contained herein are, true and 
correct as of the time of such request. All representations and warranties 
made herein shall survive the execution of this Agreement, all advances of 
proceeds of the Loans and the execution and delivery of all other documents 
and instruments in connection with the Loans and/or this Agreement, so long 
as Lender has any commitment to lend hereunder and until the Loans have been 
paid in full and all of Borrower's obligations under this Agreement, the Note 
and all Security Documents have been fully discharged.

     8.18 TITLE TO COLLATERAL. Borrower has good and marketable title to the 
Collateral, free of any Liens except for Permitted Liens, if any.

     8.19 SECURITY DOCUMENTS. The liens, security interests and assignments 
created by the Security Documents will, when granted, be valid, effective and 
enforceable first priority liens, security interests and assignments, except 
to the extent (if any) otherwise agreed in writing by Lender.

                                       
                                    ARTICLE 9
                                EVENTS OF DEFAULT

     9.1  EVENTS OF DEFAULT. An "Event of Default" shall exist if any one or 
more of the following events (herein collectively called "Events of Default") 
shall occur and be continuing:

          9.1.1  Failure by Borrower to pay any principal of, or interest on, 
the Note when the same shall become due or payable and such failure continues 
for five (5) days after notice thereof to Borrower;

          9.1.2  Any failure or neglect by Borrower to perform or observe any 
of the covenants, conditions, provisions or agreements of Borrower contained 
herein, or in any of the other Loan Documents (other than a failure or 
neglect described in one or more provisions of this Section 9.01) and such 
failure or neglect continues unremedied for a period of thirty (30) days 
after notice thereof from Lender to Borrower;

          9.1.3  Any material warranty, representation or statement contained 
in this Agreement or any of the other Loan Documents, or which is contained 
in any certificate or statement furnished or made to Lender pursuant hereto 
or in connection herewith or with the Loans, shall be or 



                                                                      Domestic
                                  - 19 -
                                                                    Exhibit 10.5

<PAGE>
                                       
shall prove to have been false when made or furnished;

          9.1.4  The occurrence of any material Aevent of default" or 
Adefault" by Borrower under any agreement, now or hereafter existing, to 
which Lender and Borrower are a party;

          9.1.5  Borrower shall (i) fail to pay any Indebtedness of Borrower 
due under any Significant Debt Agreement, or any interest or premium thereon, 
when due (whether by scheduled maturity, required prepayment, acceleration, 
demand, or otherwise) or within any applicable grace period, (ii) fail to 
perform or observe any term, covenant, or condition on its part to be 
performed or observed under any agreement or instrument relating to such 
Indebtedness, within any applicable grace period when required to be 
performed or observed, if the effect of such failure to perform or observe is 
to accelerate the maturity of such Indebtedness, or any such Indebtedness 
shall be declared to be due and payable, or required to be prepaid (other 
than by a regularly scheduled prepayment), prior to the stated maturity 
thereof, or (iii) allow the occurrence of any materially adverse event of 
default with respect to such Indebtedness;

          9.1.6  Any one or more of the Loan Documents shall have been 
determined to be invalid or unenforceable against Borrower executing the same 
in accordance with the respective terms thereof, or shall in any way be 
terminated or become or be declared ineffective or inoperative, so as to deny 
Lender the substantial benefits contemplated by such Loan Document or Loan 
Documents;

          9.1.7  Borrower shall (i) apply for or consent to the appointment 
of a receiver, trustee, custodian, intervenor or liquidator of itself or of 
all or a substantial part of its assets, (ii) file a voluntary petition in 
bankruptcy or admit in writing that it is unable to pay its debts as they 
become due, (iii) make a general assignment for the benefit of creditors, 
(iv) file a petition or answer seeking reorganization of an arrangement with 
creditors or to take advantage of any bankruptcy or insolvency laws, (v) file 
an answer admitting the material allegations of, or consent to, or default in 
answering, a petition filed against it in any bankruptcy, reorganization or 
insolvency proceeding, or (vi) take corporate action for the purpose of 
effecting any of the foregoing;

          9.1.8  An involuntary petition or complaint shall be filed against 
Borrower, seeking bankruptcy or reorganization of Borrower, or the 
appointment of a receiver, custodian, trustee, intervenor or liquidator of 
Borrower, or all or substantially all of its assets, and such petition or 
complaint shall not have been dismissed or stayed within sixty (60) days of 
the filing thereof; or an order, order for relief, judgment or decree shall 
be entered by any court of competent jurisdiction or other competent 
authority approving a petition or complaint seeking reorganization of 
Borrower, appointing a receiver, custodian, trustee, intervenor or liquidator 
of Borrower, or all or substantially all of its assets, and such order, 
judgment or decree shall continue unstayed and in effect for a period of 
sixty (60) days;

          9.1.9  Any final judgment(s) (excluding those the enforcement of 
which is suspended pending appeal) for the payment of money in excess of the 
sum of $50,000.00 in the aggregate (other than any judgment covered by 
insurance where coverage has been acknowledged by the insurer) shall be 
rendered against Borrower, and such judgment or judgments shall not be 
satisfied, settled, bonded or discharged at least ten (10) days prior to the 
date on which any of its assets could be lawfully sold to satisfy such 
judgment;

          9.1.10 Either (i) proceedings shall have been instituted to 
terminate, or a notice of termination shall have been filed with respect to, 
any Plans (other than a Multi-Employer Pension Plan as that term is defined 
in Section 4001(a)(3) of ERISA) by Borrower, any member of the Controlled



                                                                      Domestic
                                  - 20 -
                                                                    Exhibit 10.5
<PAGE>

Group, PBGC or any representative of any thereof, or any such Plan shall be 
terminated, in each case under Section 4041 or 4042 of ERISA, and such 
termination shall give rise to a liability of the Borrower or the Controlled 
Group to the PBGC or the Plan under ERISA having an effect in excess of 
$50,000.00 or (ii) a Reportable Event, the occurrence of which would cause 
the imposition of a lien in excess of $50,000.00 under Section 4062 of ERISA, 
shall have occurred with respect to any Plan (other than a Multi-Employer 
Pension Plan as that term is defined in Section 4001(a)(3) of ERISA) and be 
continuing for a period of sixty (60) days;

        9.1.11  Any of the following events shall occur with respect to any 
Multi-Employer Pension Plan (as that term is defined in Section 4001(a)(3) of 
ERISA) to which Borrower contributes or contributed on behalf of its 
employees and Lender determines in good faith that the aggregate liability 
likely to be incurred by Borrower, as a result of any of the events specified 
in Subsections (i), (ii) and (iii) below, will have an effect in excess of 
$50,000.00; (i) Borrower incurs a withdrawal liability under Section 4201 of 
ERISA; (ii) any such plan is Ain reorganization" as that term is defined in 
Section 4241 of ERISA; or (iii) any such Plan is terminated under Section 
4041A of ERISA;

        9.1.12   The occurrence of a Change in Control without the written 
consent of Lender;

        9.1.13   The dissolution, liquidation,  sale, transfer, lease or 
other disposal of all or substantially all of the assets or business of 
Borrower; or

        9.1.14   Any levy or execution upon, or judicial seizure of, any 
property of Borrower that has a fair market value in excess of $50,000.00 
that is not bonded or released within thirty (30) days.

    9.2  REMEDIES UPON EVENT OF DEFAULT. If an Event of Default shall have 
occurred and be continuing, then Lender may, at its sole option, exercise any 
one or more of the following rights and remedies, and any other remedies 
provided in any of the Loan Documents, as Lender in its sole discretion may 
deem necessary or appropriate, all of which remedies shall be deemed 
cumulative, and not alternative: (i) cease making Advances or extensions of 
financial accommodations in any form to or for the benefit of Borrower and 
declare the principal of, and all interest then accrued on, the Note and any 
other liabilities hereunder to be forthwith due and payable, whereupon the 
same shall become immediately due and payable without presentment, demand, 
protest, notice of default, notice of acceleration or of intention to 
accelerate or other notice of any kind all of which Borrower hereby expressly 
waives, anything contained herein or in the Note to the contrary 
notwithstanding, (ii) reduce any claim to judgment, and/or (iii) without 
notice of default or demand, pursue and enforce any of Lender= rights and 
remedies under the Loan Documents, or otherwise provided under or pursuant to 
any applicable law or agreement; provided, however, that if any Event of 
Default specified in Sections 9.01.07 or 9.01.08 shall occur, the principal 
of, and all interest on, the Note and other liabilities hereunder shall 
thereupon become due and payable concurrently therewith, without any further 
action by Lender and without presentment, demand, protest, notice of default, 
notice of acceleration or of intention to accelerate or other notice of any 
kind, all of which Borrower hereby expressly waives.

     9.3  RIGHT OF SET OFF. Upon the occurrence and during the continuance of 
any Event of Default, Lender is hereby authorized at any time and from time 
to time, without notice to Borrower (any such notice being expressly waived 
by Borrower), to set off and apply any and all moneys, securities or other 
property of Borrower and the proceeds therefrom, now or hereafter held or 
received by or in transit to Lender or its agents, from or for the account of 
Borrower, whether for safe keeping, custody, 

                                                        Domestic
                                 -21-
                                                        Exhibit 10.5
<PAGE>

pledge, transmission, collection or otherwise, and also upon any and all 
deposits (general or special) and credits of Borrower, and any and all claims 
of Borrower against Lender at any time existing. Lender agrees promptly to 
notify Borrower after any such set off and application, provided that the 
failure to give such notice shall not affect the validity of such set off and 
application. The rights of Lender under this Section 9.03 are in addition to 
other rights and remedies (including, without limitation, other rights of set 
off) which Lender may have.

     9.4  PERFORMANCE BY LENDER. Should Borrower fail to perform any 
covenant, duty or agreement with respect to the payment of taxes, obtaining 
licenses or permits, or any other requirement contained herein or in any of 
the Loan Documents within the period provided herein, if any, for correction 
of such failure, Lender may, at its option, perform or attempt to perform 
such covenant, duty or agreement on behalf of Borrower. In such event, 
Borrower shall, at the request of Lender, promptly pay any amount expended by 
Lender in such performance or attempted performance to Lender at its main 
office in Salt Lake City, Utah together with interest thereon at the Default 
Rate, from the date of such expenditure until paid. Notwithstanding the 
foregoing, it is expressly understood that Lender does not assume any 
liability or responsibility for the performance of any duties of Borrower 
hereunder or under any of the Loan Documents or other control over the 
management and affairs of Borrower.

                               ARTICLE 10
                              MISCELLANEOUS

     10.1  MODIFICATION.  All modifications,  consents, amendments or waivers 
of any provision of any Loan Document, or consent to any departure by 
Borrower therefrom, shall  be effective only if the same shall be in writing 
and accepted by Lender.

     10.2 WAIVER. No failure to exercise, and no delay in exercising, on the 
part of Lender, any right hereunder shall operate as a waiver thereof, nor 
shall any single or partial exercise thereof preclude any other further 
exercise thereof or the exercise of any other right. The rights of Lender 
hereunder and under the Loan Documents shall be in addition to all other 
rights provided by law.  No modification or waiver of any provision of this 
Agreement, the Note or any Loan Documents, nor consent to departure 
therefrom, shall be effective unless in writing and no such consent or waiver 
shall extend beyond the particular case and purpose involved. No notice or 
demand given in any case shall constitute a waiver of the right to take other 
action in the same, similar or other instances without such notice or demand.

     10.3 PAYMENT OF EXPENSES. Borrower shall pay all costs and expenses of 
Lender (including, without limitation, the attorneys= fees of Lender's legal 
counsel) incurred by Lender in connection  with the documentation of the 
Loan,  and  the preservation and enforcement of Lender's rights under this 
Agreement, the Note, and/or the other Loan Documents, and any filing  and  
recording  fees;  provided,  however,  that notwithstanding the aforesaid, 
with respect to any legal action between the parties hereto that is pursued 
to judgment the prevailing party only shall be reimbursed by the other party 
for all costs and expenses (including, without limitation, reasonable 
attorneys= fees and costs) incurred in connection with the preservation and 
enforcement of its rights under this Agreement, the Note and/or other Loan 
Documents. In addition, Borrower shall pay all costs and expenses of Lender 
in connection with the negotiation, preparation, execution and delivery of 
any and all amendments, modifications and supplements of or to this 
Agreement, the Note or any other Loan Document.

     10.4 NOTICES. Except for telephonic notices permitted herein, any 
notices or other communications required or permitted to be given by this 
Agreement or any other documents and

                                                        Domestic
                                 -22-
                                                        Exhibit 10.5
<PAGE>

instruments referred to herein must be (i) given in writing and
personally delivered or mailed by prepaid certified or registered
mail, or (ii) made by facsimile delivered or transmitted, to the
party to whom such notice or communication is directed, to the
address of such party as follows:


     Borrower:       Chief Financial Officer
                     
                     DAW Technologies
                     2700 South 900 West
                     Salt Lake City, Utah 84119

     Lender:     Corporate Banking Department
                     US Bank of Utah
                     Post Office Box 30177
                     Salt Lake City, Utah 84130

Any notice to be personally delivered may be delivered to the principal 
offices (determined as of the date of such delivery) of the party to whom 
such notice is directed. Any such notice or other communication shall be 
deemed to have been given (whether actually received or not) on the day it is 
personally delivered as aforesaid; or, if mailed, on the third day after it 
is mailed as aforesaid; or, if transmitted by telefacsimile, on the day that 
such notice is transmitted as aforesaid if such day is a Business Day, and 
otherwise in the case of any notice transmitted by telefacsimile on other 
than a Business Day, on the next Business Day. Any party may change its 
address for purposes of this Agreement by giving notice of such change to the 
other parties pursuant to this Section 10.04.

     10.5 GOVERNING LAW. This Agreement has been prepared, is being executed 
and delivered, and is intended to be performed in the State of Utah. The 
substantive laws of the State of Utah and the applicable federal laws of the 
United States of America shall govern the validity, construction, 
enforcement and interpretation of this Agreement and all of the other Loan 
Documents, without regard to Utah conflicts of law rules.

     10.6 INVALID PROVISIONS. If any provision of any Loan Document is held 
to be illegal, invalid or unenforceable under present or future laws during 
the term of this Agreement, such provision shall be fully severable; such 
Loan Document shall be construed and enforced as if such illegal, invalid  
or unenforceable provision had never comprised a part of such Loan Document; 
and the remaining provisions of such Loan Document shall remain in full force 
and effect and shall not be affected by the illegal, invalid or unenforceable 
provision or by its severance from such Loan Document. Furthermore, in lieu 
of each such illegal, invalid or unenforceable provision there shall be added 
as part of such Loan Document a provision mutually agreeable to Borrower and 
Lender as similar in terms to such illegal, invalid or unenforceable 
provision as may be possible and be legal, valid and enforceable.

     10.7 BINDING EFFECT.  The Loan Documents shall be binding upon and inure 
to the benefit of Borrower and Lender and their respective successors, 
assigns and legal representatives; provided, however, that Borrower may not, 
without the prior written consent of Lender, assign any rights, powers, 
duties or obligations thereunder.

     10.8 ENTIRETY. The Loan Documents embody the entire agreement between 
the parties and supersede all prior agreements and understandings, if any, 
relating to the subject matter hereof and 

                                                        Domestic
                                 -23-
                                                        Exhibit 10.5
<PAGE>

thereof.

     10.9 HEADINGS. Section headings are for convenience of reference only 
and shall in no way affect the interpretation of this Agreement.

     10.10   SURVIVAL. All representations and warranties made by Borrower 
herein shall survive delivery of the Note and the making of the Loans.

     10.11   NO THIRD PARTY BENEFICIARY. The parties do not intend the 
benefits of this Agreement to inure to any third party, nor shall this 
Agreement be construed to make or render Lender liable to any materialman, 
supplier,  contractor, subcontractor, purchaser or lessee of any property 
owned by Borrower, or for debts or claims accruing to any such persons 
against Borrower. Notwithstanding anything contained herein or in the Note, 
or in any other Loan Document, or any conduct or course of conduct by any or 
all of the parties hereto, before or after signing this Agreement or any of 
the other Loan Documents, neither this Agreement nor any other Loan Document 
shall be construed as creating any right, claim or cause of action against 
Lender, or any of its officers, directors, agents or employees, in favor of 
any materialman, supplier, contractor, subcontractor, purchaser or lessee of 
any property owned by Borrower, nor to any other person or entity other than 
Borrower.

     10.12   SCHEDULES AND EXHIBITS INCORPORATED.  All schedules and exhibits 
attached hereto are hereby incorporated into this Agreement by each reference 
thereto as if fully set forth at each such reference.

     10.13   COUNTERPARTS. This Agreement may be executed in multiple 
counterparts, each of which, when so executed, shall be deemed an original 
but all such counterparts shall constitute but one and the same agreement.

                                                        Domestic
                                 -24-
                                                        Exhibit 10.5
<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed and delivered this 
Agreement on the dates set forth below, to be effective as of the day and 
year first above written.

                                     US Bank of UTAH



Date: July 25, 1996                  By: /s/ C. Watson Nichols          
      --------------------               ----------------------------------
                                         Name:  Same                    
                                                --------------------------- 
                                         Title: Vice President          
                                                --------------------------- 


                                     DAW TECHNOLOGIES, INC.


Date: July 25, 1996                  By: /s/ David R. Grow          
      --------------------               ----------------------------------
                                         Name:  Same                    
                                                ---------------------------
                                         Title: Executive Vice President/CFO
                                                ---------------------------

Date: July 25, 1996                  By: /s/ Ronald W. Daw          
      --------------------               ----------------------------------
                                         Name:  Same                    
                                                ---------------------------
                                         Title: President/CEO
                                                ---------------------------



                                     -25-

<PAGE>

LOAN AGREEMENT

Borrower: DAW TECHNOLOGIES, INC.
2700 SOUTH 9O0 WEST
SALT Lake(E CITY, UT 84119

Lender: U.S. Bank to Utah
International Banking
107 South Main Street
Salt Lake City, UT U111

THIS LOAN AGREEMENT between DAW TECHNOLOGIES INC. ("Borrower") and U.S. Bank 
to Utah ("Lender") Is made and executed on the following terms and 
conditions. Borrower has received prior commercial loans from Lender or has 
applied to Lender for a commercial loan or loans and other financial 
accommodations Including those which may be described on any exhibit or 
schedule attached to this Agreement. All such loans and financial 
accommodations together with all future loans and financial accommodations 
from Lender to Borrower, are referred to In this Agreement Individually as 
the "Loan" and collectively as the "Loans." Borrower understands and agrees 
that: (a) In granting, renewing, or extending any Loan, Lender Is retying 
upon Borrower's representations, warranties, and agreements, as set forth In 
this Agreement. (b) the granting, renewing, or extending of any Loan by 
Lender d all times shall be subject to Lender's sole judgment and discretion; 
and (c) all such Loans shall be and shall remain subject to the following 
terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of November 12,1996, and shall 
continue thereafter until all Indebtedness of Borrower to Lender has been 
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS. The following words shall have the following meanings when used 
in this Agreement. Terms not otherwise defined In this Agreement shall have 
the meanings attributed to such terms in the Uniform Commercial Code. All 
references to dollar amounts shall mean amounts in lawful money of the United 
States of America.

Agreement. The word "Agreement means this Loan Agreement, as this Loan 
Agreement may be amended or modified from time to time, together with all 
exhibits and schedules attached to this Loan Agreement from time to fume.

Account. The word "Account" means a trade account, account receivable, or 
other right to payment for goods sold or services rendered owing to Borrower 
(or to a third party grantor acceptable to Lender).

Account Debtor. The words "Account Debtor" mean the person or entity 
obligated upon an Account.

Advance. The word "Advance", means a disbursement of Loan funds under this 
Agreement.

Borrower. The word "Borrower" means DAW TECHNOLOGIES, INC.. The word 
"Borrower" also includes, as applicable, all subsidiaries and affiliates of 
Borrower as provided below in the paragraph titled "Subsidiaries and 
Affiliates:

                                                             Exim
                                                               1
                                Exhibit 10.5
<PAGE>

Borrowing Base. The words Borrowing Base, mean, as determined by Lender from 
time to time, the lesser of (a) S3,500,000.00; or (b) 9o.oon% of the 
aggregate amount of Eligible Accounts.

Business Day. The words "Business Day, mean a day on which commercial banks 
are open for business in the State of Utah.

CERCLA. The word ~CERCLA means the Comprehensive Environmental Response, 
Compensation, and Liability Act of 1980, as amended.

Cash Flow. The words "Cash Flow" mean net income after taxes, and exclusive 
of extraordinary gains and Income, plus depreciation and amortization.

Collateral. The word "Collateral" means and includes without limitation all 
properly end assets granted as collateral security for a Loan, whether real 
or personal properly, whether granted directly or indirectly, whether granted 
now or in the future, and whether granted in the form of a security interest, 
mortgage, deed of trust, assignment, pledge, chattel mortgage, chattel trust, 
factor's lien, equipment trust, conditional sale, trust receipt, lien, 
charge, lien or title retention contract, tease or consignment Intended as a 
security device, or any other security or lien interest whatsoever whether 
created by law, contract, or otherwise. The word Collateral includes without 
limitation all collateral described below in the section titled "COLLATERAL."

Debt. The word "Debt" means all of Borrower's liabilities excluding 
Subordinated Debt.

Eligible Accounts. The words "Eligible Accounts mean, at any time, all of 
Borrower's Accounts which contain selling terms and conditions acceptable to 
Lender. The net amount of any Eligible Account against which Borrower may 
borrow shall exclude all returns, discounts, credits, and offsets of any 
nature. Unless otherwise agreed to by Lender in writing, Eligible Accounts do 
not include:

(a) Accounts with respect to which the Account Debtor is an officer, an 
employee or agent of Borrower.

(b) Accounts with respect to which the Account Debtor b a subsidiary of, or 
affiliated with or related to Borrower or its shareholders, officers, or 
directors.

(c) Accounts with respect to which goods are placed on consignment, 
guaranteed sale, or other terms by reason of which the payment by the Account 
Debtor may be conditional.

(d) Accounts with respect to which Borrower is or may become liable to the 
Account Debtor for goods sold or services rendered by the Account Debtor to 
Borrower.

(e) Accounts which are subject to dispute, counterclaim, or setoff.

(t) Accounts with respect to which the goods have not been shipped or 
delivered, or the services have not been rendered, to the Account Debtor.

(g) Accounts with respect to which Lender, in its safe discretion, deems the 
creditworthiness or financial condition of the Account Debtor to be 
unsatisfactory.

                                                             Exim
                                                               2
                                Exhibit 10.5
<PAGE>

(h) Accounts of any Account Debtor who has filed or has had filed against It 
a petition in bankruptcy or an application for relief under any provision of 
any state or federal bankruptcy, insolvency, or debtor-in-relief acts; or who 
has had appointed a trustee, custodian, or receiver for the assets of such 
Account Debtor, or who has made an assignment for the benefit of creditors or 
has become insolvent or fails generally to pay its debts (including its 
payrolls) as such debts become due.

(i) Accounts with respect to which the Account Debtor Is the United States 
government or any department or agency of the United States.

0) Accounts which have not been paid In full within 60 CALENDAR DAYS from the 
due date.

(k) See paragraph titled EXCLUSIONS FROM THE BORROWING BASK' on page #5 of 
this Loan Agreement.

ERISA. The word ~ERISA means the Employee Retirement Income tncome Security 
Act of 1974, as amended:

Event of Default. The words Event of Default mean and include without 
limitation any of the Events of Default set forth below in the section titled 
EVENTS OF DEFAULT.

Expiration Date. The words "Expiration Date mean the date of termination of 
Lender's commitment to lend under this Agreement.

Grantor. The word "Grantor" means and includes without limitation each and 
all of the persons or entities granting a Security Interest in any Collateral 
for the Indebtedness, including without limitation all Borrowers granting 
such a Security Interest.

Guarantor. The word "Guarantor" means and Includes without limitation each 
and all of the guarantors, sureties, and accommodation parties In connection 
with any Indebtedness.

Indebtedness. The word "Indebtedness" means and includes without hmita0On all 
Loans, together with all other obligations, debt and liabilities of Borrower 
to Lender, or any one or more of them, as well as all claims by Lender 
against Borrower, or any one or more of them, whether now or hereafter 
existing, voluntary or involuntary, due or not due, absolute or contingent, 
liquidated or unliquidable; whether Borrower may be liable individually or 
jointly with others; whether Borrower may be obligated as a guarantor, surety 
or otherwise; whether recovery upon such Indebtedness may be or hereafter may 
become barred by any statute of limitations; and whether; such Indebtedness 
may be or hereafter may become otherwise unenforceable.

Lender. The word "Lender" means U.S. Bank of Utah, its successors and assigns.

Line of Credit. The words "Line of Credit" mean the credit facility described 
in the Section titled "LINE OF CREDITA below.

Liquid Assets. The words Liquid Assets mean Borrower's cash on hand plus 
Borrower's readily marketable securities.

                                                             Exim
                                                               3
                                Exhibit 10.5
<PAGE>

Loan. The word "Loan or Loans" means and includes without limitation any and 
all commercial loans and financial accommodations from Lender to Borrower, 
whether now or hereafter existing, and however evidenced, including without 
limitation those loans and financial accommodations described herein or 
described on any exhibit or schedule attached to this Agreement from time to 
time.

Note. The word "Note" means and includes without limitation Borrower's 
promissory note or notes, it any, evidencing Borrower's Loan obligations in 
favor of Lender, as well as any substitute, replacement or refinancing note 
or notes therefor.

Permitted Liens. The words "Permitted Liens, mean: (a) liens and security 
interests securing Indebtedness owed by Borrower to Lender; (b) liens for 
taxes, assessments, or similar charges either not yet due or being contested 
in good faith; (c) liens of materialmen, mechanics, warehousemen, or 
carriers, or other like liens arising in the ordinary course of business and 
securing obligations which are not yet delinquent; (d) purchase money liens 
or purchase money security interests upon or in any property acquired or held 
by Borrower in the ordinary course of business to secure Indebtedness 
outstanding on the date of this Agreement or permitted to be incurred under 
the paragraph of this Agreement titled "Indebtedness and Liens", (e) liens 
and security interests which, as of the date of this Agreement, have been 
disclosed to and approved by the Lender in writing; and (t) those liens and 
security interests which in the aggregate constitute an immabr41 and 
insignificant monetary amount with respect to the net value of Borrower's 
assets.

Related Documents. The words "Related Documents" mean and include without 
limitation all promissory notes, credit agreements, loan agreements, 
environmental agreements, guaranties, security agreements, mortgages, deeds 
of trust, and all other investments; agreements and documents, whether now or 
hereafter existing, executed in connection with the Indebtedness.

Security Agreement. The words "Security Agreement" mean and include without 
limitation any agreements, promises, covenants, arrangements, understandings 
or other agreements, whether created by law, contract, or otherwise, 
evidencing, governing, representing, or creating a Security Interest.

Security interest. The words "Security Interest" mean and include without 
limitation any type of collateral security, whether in the form of a lien 
charge, mortgage, deed of trust, assignment, pledge, chattel mortgage, 
chattel Trust, factor's lien, equipment trust, conditional sale, trust 
receipt lien or title retention contract, lease or consignment intended as a 
security device, or any other security or lien interest whatsoever, whether 
created by law, contract, or otherwise.

SARA. The word ~SARA means the Superfund Amendments and Reauthorization Act 
of 1986 as now or hereafter amended.

Subordinated Debt. The words "Subordinated Debt" mean indebtedness and 
liabilities of Borrower which have been subordinated by written agreement to 
indebtedness owed by Borrower to Lender in form and substance acceptable to 
Lender.

Tangible Net Worth. The words Tangible Net Worth mean Borrower's total assets 
excluding all intangible assets (i.e., goodwill, trademarks, patents, 
copyrights, organizational expenses, and similar intangible items, but 
including leaseholds and leasehold improvements) less total Debt.

                                                             Exim
                                                               4
                                Exhibit 10.5
<PAGE>

Working Capital. The words "Working Capital" mean Borrower's current assets, 
excluding prepaid expenses, less Borrower's current liabilities.

LINE OF CREDIT. Lender agrees to make Advances to Borrower from time to time 
from the date of this Agreement to the Expiration Date, provided the 
aggregate amount of such Advances oustanding at any time does not exceed the 
Borrowing Base. Within the foregoing limits, Borrower may borrow, partially 
or wholly prepay, and reborrow under this Agreement as follows.

Conditions Precedent to Each Advance. Lender's obligation to make any Advance 
to or for the account of Borrower under this Agreement is subject to the 
following conditions precedent, with all documents, instruments, opinions, 
reports, and other items required under this Agreement to be in form and 
substance satisfactory to Lender:

(a) Lender shall have received evidence that the Agreement and all Related 
Documents have been duly authorized, exected, and delivered by Borrower to 
Lender.

(b) Lender shall have received such opinions ot counsel, supplemental 
opinions, and documents as Lender may request.

(c) The security interest In the collateral shall have been duly authorized, 
created, and perfected with first lien priority and shall be in full force 
and effect.

(d) All guaranties required by Lender for the Line of Credit shall have been 
executed by each Guarantor, delivered to Lender, and be in full force and 
effect.

(e) Lender, at its option and for Its sole benefit, shall have conducted an 
audit of Borrower's Accounts, books, records, and operations, and Lender 
shall be satisfied as to their condition.

(f) Borrower shall have paid to Lender all fees, costs, and expenses 
specified in the Agreement and the Related Documents as are then due and 
payable.

(g) There shall not exist at the time of any Advance a condition which would 
constitute an Event of Default under this Agreement, and Borrower shall have 
delivered to Lender the compliance certificate called for In the paragraph 
below titled "Compliance Certificate."

Making Loan Advances. Advances under the Line of Credit may be requested 
either orally or In writing subject to the limitations set forth below. 
Lender may, but need not, require that all oral requests be confirmed In 
writing. Each Advance shall be conclusively deemed to have been made at the 
request of and for the benefit of Borrower (a) when credited to any deposit 
account of Borrower maintained with Lender or (b) when advanced in accordance 
with the instructions of an authorized person. Lender, at its option, may set 
a cutoff time, after which all requests for Advances will be treated as 
having been requested on the next succeeding Business Day.

Mandatory Loan Repayments. If at any time the aggregate principal amount of 
the outstanding Advances shall exceed the applicable Borrowing Base, 
Borrower, immediately upon written or oral notice from Lender, shall pay to 
Lender an amount equal to the difference between the outstanding principal 
balance of the Advances and the Borrowing Base. On the Expiration Date, 

                                                             Exim
                                                               2
                                Exhibit 10.5

<PAGE>

Borrower shall pay to Lender in full the aggregate unpaid principal amount of 
all Advances then outstanding and all accrued unpaid interest, together with 
all other applicable tees, costs and charges, it any, not yet paid.

Loan Account. Lender shall maintain on its books a record of account In which 
Lender shall make entries for each Advance and such other debits and credits 
as shall be appropriate in connec0On with the credit facility. Lender shall 
provide Borrower with periodic statements of Borrower's account, which 
statements shall be considered to be correct and conclusively binding on 
Borrower unless Borrower notifies Lender to the contrary within thirty (30) 
days after Borrower's receipt of any such statement which Borrower deems to 
be incorrect.

COLLATERAL. To secure payment of the Line of Credit and performance of all 
other Loans, obligations and duties owed by Borrower to Lender, Borrower (and 
others, it required) shall grant to Lender Security Interest in such property 
and assets as Lender may require (the "Collateral"), including without 
limitation Borrower's present and future Accounts and general Intangibles. 
Lender's Secure Interests in the Collateral shall be continuing liens and 
shall include the proceeds and products of the Collateral, including without 
limitation the proceeds of any insurance. With respect to the Collateral, 
Borrower agrees and represents and warrants to Lender:

Perfection of Security Interests. Borrower agrees to execute such financing 
statements and to take whatever other actions are requested by Lender to 
perfect and continue Lender's Security Interests in the Collateral. Upon 
request of Lender, Borrower will deliver to Lender any and all of the 
documents evidencing or constituting the Collateral, and Borrower will note 
Lender's Interest upon any and all chattel paper if not delivered to Lender 
for possession by Lender. Contemporaneous with the execution of this 
Agreement, Borrower will execute one or more UCC financing statements and any 
similar statements as may be required by applicable law, and will file such 
financing statements and all such similar statements in the appropriate 
location or locations. Borrower hereby appoints Lender as its irrevocable 
attorney-in-fact for the purpose of executing any documents necessary to 
perfect or to continue any Security Interest. Lender may at any time, and 
without further authorization from Borrower, file a carbon, photograph, 
facsimile, or other reproduction of any financing statement for use as a 
financing statement. Borrower will reimburse Lender for all expenses for the 
perfection, termination, and the continuation of the perfection of Lender's 
security interest in the Collateral. Borrower promptly will notify Lender of 
any change in Borrower's name including any change to the assumed business 
names of Borrower. Borrower also promptly will notify Lender of any change in 
Borrower's Social Security Number or Employer Identification Number. Borrower 
further agrees to notify Lender in writing prior to any change in address or 
location of Borrower's principal governance office or should Borrower merge 
or consolidate with any other entity.

Collateral Records. Borrower does now, and at all times hereafter shall, keep 
correct and accurate records of the Collateral, all of which records shall be 
available to Lender or Lender's representative upon demand for inspection and 
copying at any reasonable time. With respect to the Accounts, Borrower agrees 
to keep and maintain such records as Lender may require, including without 
limitation information concerning Eligible Accounts and Account balances and 
agings.

Collateral Schedules. Concurrently with the execution and delivery of this 
Agreement, Borrower shall execute and deliver to Lender a schedule of 
Accounts and Eligible Accounts, in form 

                                                             Exim
                                                               6
                                Exhibit 10.5
<PAGE>

and substance satisfactory to the Lender. Thereafter and at such frequency as 
Lender shall require, Borrower shall execute and deliver to Lender such 
supplemental schedules of Eligible Accounts and such other matters and 
Information relating to Borrower's Accounts as Lender may request.

Representations and Warrantees Concerning Accounts. With respect to the 
Accounts, Borrower represents and warrants to Lender: (e) Each Account 
represented by Borrower to be an Eligible Account for purposes of tints 
Agreement conforms to the requirements of the definition of an Eligible 
Account; (b) All Account information listed on schedules delivered to Lender 
will be true and correct, subject to immaterial variance; and (c) Lender, its 
assigns, or agents shall have the right at any time end at Borrower's expense 
to Inspect, examine, and audit Borrower's records and to confirm with Account 
Debtors the accuracy of such Accounts.

REPRESENTATIONS AND WARRANTIES. Borrower represents end warrants to Lender, 
as of the date of this Agreement, as of the date of each disbursement of Loan 
proceeds, as of the date of any renewal, extension or modification of any 
Loan, and at all limes any Indebtedness exists:

Organization. Borrower is a corporation which is duly organized, validly 
existing, and in good standing under the laws of the Stab of Utah and is 
validly existing and in good standing in all states in which Borrower is 
doing business. Borrower has the full power and authority to own its 
properties and to transact the businesses in which it is presently engaged or 
presently proposes to engage. Borrower also is duly qualified as a foreign 
corporation and is in good standing in all states in which the failure to so 
qualify would have a material adverse effect on its businesses or financial 
condition.

Authorization. The execution, delivery, and performance of this Agreement and 
all Related Documents by Borrower, to the extent to be executed, delivered or 
performed by Borrower, have been duly authorized by all necessary action by 
Borrower; do not require the consent or approval of any other person, 
regulatory authority or governmental body; and do not conflict with, result 
in a violation of, or constitute a default under (a) any provision of its 
articles of incorporation or organization, or bylaws, or any agreement or 
other Instrument binding upon Borrower or (b) any law, governmental 
regulation, court decree, or order applicable to Borrower.

Financial Information. Each financial statement of Borrower supplied to 
Lender truly and completely disclosed Borrower's financial condition as of 
the date of the statement, and there has been no material adverse change In 
Borrower's financial condition subsequent to the date of the most recent 
financial statement supplied to Lender. Borrower has no material contingent 
obligations except as disclosed in such financial statements.

Legal Effect. This Agreement constitutes, and any instrument or agreement 
required hereunder to be given by Borrower when delivered will constitute, 
legal, valid and binding obligations of Borrower enforceable against Borrower 
in accordance with their respective terms.

Properties. Except for Permitted Liens, Borrower owns and has good title to 
all of Borrower's properties free and clear of all Security Interests, and 
has not executed any security documents or financing statements relating to 
such properties. All of Borrower's properties are titled in Borrower's legal 
name, and Borrower has not used, or filed a financing statement under, any 
other name for at least the last five (5) years.

Hazardous Substances. The terms "hazardous waste, "hazardous substance," 
"disposal",. 

                                                             Exim
                                                               7
                                Exhibit 10.5
<PAGE>

"release", and threatened release," as used In this Agreement, shall have the 
same meanings as set forth in the ~CERCLA,'~SARA,' the Hazardous Materials 
Transportation Act, 49 U.S.C. Section 1LtO1, et seq., the Resource 
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other 
applicable state or Federal laws, rules, or regulations adopted pursuant to 
any of the foregoing. Except as disclosed to and acknowledged by Lender in 
writing, Borrower represents and warrants that: (a) During the period of 
Borrower's ownership of the properties, there has been no use, generation, 
manufacture, storage, treatment, disposal, release or threatened release of 
any hazardous waste or substance by any person on, under, about or from any 
of the properties. (b) Borrower has no knowledge of, or reason to believe 
that there has been (i) any use, generation, manufacture, storage, treatment, 
disposal, release, or threatened release of any hazardous waste or substance 
on, under, about or from the properties by any prior owners or occupants of 
any of the properties", or (ii) any actual or threatened litigation or claims 
of any kind by any person relating to such matters. (c) Neither Borrower nor 
any tenant, contractor, agent or other authorized user of any of the 
properties shall use, generate, manufacture, store, treat, dispose of, or 
release any hazardous waste or substance on, under, about or from any of the 
properties; and any such activity shall be conducted in compliance with all 
applicable federal, state, and local laws, regulations, and ordinances, 
including without limitation those laws, regulations and ordinances described 
above. Borrower authorizes" Lender and its agent to enter upon the 
properties" to make such inspections and tests as Lender may deem appropriate 
to determine compliance of the properties with this section of the Agreement. 
Any inspections or tests made by Lender shall be at Borrower's expense and 
for Lender's purpose" only and shall not be construed to create any 
responsibility or liability on the part of Lender to Borrower or to any other 
person. The representations and warranties combined herein are based on 
Borrower's due diligence in investigating the properties for hazardous waste 
and hazardous substances. Borrower hereby (a) releases and warrants any 
future claims against Lender for indemnity or contribution in the event 
Borrower becomes" liable for cleanup or other costs under any such laws, and 
(b) agrees to indemnify and hold harmless Lender against any and all claims, 
loss - , liabilities, damages, penalties, and expenses which Lender may 
directly or indirectly sustain or suffer resulting from a breach of this 
section of the Agreement or as a consequence of any use, generation, 
manufacture, storage, disposal, release or threatened release occurring prior 
to Borrower's ownership or interest in the properties, whether or not the 
same was or should have been known to Borrower. The provisions of this 
section of the Agreement, including the obligation to indemnify, shall 
survive the payment of the Indebtedness and the termination or expiration of 
this Agreement and shall not be affected by Lender's acquisition of any 
interest in any of the properties, whether by foreclosure or otherwise.

Litigation and Claims. No litigation, claim, investigation, administrating 
proceeding or similar action (including those for unpaid taxes) against 
Borrower is pending or threatened, and no other event has occurred which may 
materially adversely affect Borrower's financial condition or properties, 
other than litigation, claims, or other events, if any, that have been 
disclosed to and acknowledged by Lender in writing.

Taxes. To the best of Borrower's knowledge, all tax returns and repute of 
Borrower that are or were required to be filed, have been filed, and all 
taxes, assessments and other governmental charges" have been paid In full, 
except those presently being or to be contested by Borrower in good faith in 
the ordinary course of business and for which adequate reserves have been 
provided.

Lien Priority. Unless otherwise previously disclosed to Lender in writing, 
Borrower has not 

                                                             Exim
                                                               8
                                Exhibit 10.5
<PAGE>


entered into or granted any Security Agreement, or permitted the filing or 
attachment of any security interests on or affecting any of the Collateral 
directly or indirectly securing repayment of Borrower's Loa n and Note, that 
would be prior or that may in any way be superior to Lender's Security 
Interests and rights in and to such Collateral.

Binding Effect. This Agreement, the note, all Security Agreements directly or 
indirectly securing repayment of Borrower's Loan and Note and all of the 
Related Documents are binding upon Borrower as well as upon Borrower's 
successor, representatives and assigns, and are legally enforceable in 
accordance with their respective terms.

Commercial Purposes. Borrower intends to use the Loan proceeds solely for 
business or commercial related purposes.

Employee Benefit Plans. Each employee benefit plan as to which Borrower may 
have any liability complies In all material respects with all applicable 
requirements of law and regulations, and (i) no Reportable Event nor 
Prohibited Transaction (as defined in ERISA) has occurred with respect to any 
such plan, (ii) Borrower has not withdrawn from any such plan or initiated 
steps to do so, (lit) no steps have been taken to terminate any such plan, 
and (iv) there are no unfunded liabilities other than those previously 
disclosed to Lender in writing.

Location of Borrower's Offices and Records. Borrower's place of business, or 
Borrower's Chief executing office, If Borrower has more than one place of 
business, is located at 2700 SOUTH 900 WEST, SALT LAKE CITY, UT 84119. Unless 
Borrower has designated otherwise in writing this location is also the office 
or offices where Borrower keeps its records concerning the collateral.

Information. All information heretofore or contemporaneously herewith 
furnished by Borrower to Lender for the purposes of or in connect/on with 
this Agreement or any transaction contemplated hereby is, and alt information 
hereafter furnished by or on behalf of Borrower to Lender will be, true and 
accurate in every material respect on the date as of which such information 
is dated or certified; and none of such information is or will be incomplete 
by omitting to state any material fact necessary to make such information not 
misleading.

Survival of Representations and Warrantees. Borrower understands and agrees 
that Lender, without Independent investigation, Is relying upon the above 
representations and warrantees in extending Loan Advances to Borrower. 
Borrower further agrees that the foregoing representations and warranties 
shall be continuing In nature and shall remain in full force and effect until 
such time as Borrower's indebtedness shall be paid in full, or until this 
Agreement shall be terminated in the manner provided above, whichever be the 
last to occur.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, while 
the Agreement is in effect, Borrower will:

Litigation. Promptly inform Lender in writing of (a) all material adverse 
change" in Borrower's financial condition, and (b) all existing and all 
threatened litigation, claims, investigations administrative proceedings or 
similar actions affecting Borrower or any Guarantor which could materially 
affect the financial condition of Borrower or the financial condition of any 
Guarantor.

                                                             Exim
                                                               9
                                Exhibit 10.5
<PAGE>

Financial Records. Maintain its books and records in accordance with 
generally accepted accounting principles, applied on a consistent basis, 
and permit Lender to examine and audit Borrower's books and records at all 
reasonable times.

Financial Statements. Furnish Lender with, as soon available, but in no event 
later than ninety (90) days after the end of each fiscal year, Borrower's 
balance sheet and income statement for year ended, audited by a certified 
public accountant satisfactory to Lender and, as soon as available, but in no 
event later than forty-five days after the end of each fiscal quarter, 
Borrower's balance sheet and profit and loss statement for the period ended, 
prepared and certified correct to the best knowledge and belief by Borrower's 
chief financial officer or other officer or person acceptable to Lender. All 
financial reports required to be provided under this Agreement shall be 
prepared in accordance with generally accepted accounting principals, 
applied on a consistent basis, and certified by Borrower as being true and 
correct.

Additional Information. Furnish such additional information and statements, 
lists of assets and liabilities, aging of receivables and payables, inventory 
schedules, budgets, forecasts, tax returns, and other reports with respect to 
Borrower's financial condition and business operations as

Lender may request from time to time.

Financial Covenants and Ratios. Comply with the following covenant and ratios:

Net Worth Ratio. Maintain a ratio of Total Liabilities to Tangible Net Worth 
of less than 1.25 to 1.00.

Current Ratio. Maintain a ratio of Current Assets of Current Liabilities" in 
excess of 1.30 to 1.00.

Other Ratio. Maintain a ratio of CASH FLOW COVERAGE (to be measured annually 
based on Borrower's fiscal year end) of 1.50 to 1.00.

The following provisions shall apply for purposes of determining compliance 
with the foregoing financial covenants and ratios: Ratios of Debt to Tangible 
Net Worth, and current assets to current liabilities measured quarterly based 
on Borrower's fiscal quarter.  Except as provided above, all computations 
made to determine compliance with the requirements contained in this 
paragraph shall be made in accordance with generally accepted accounting 
principles, applied on a consistent basis, and certified by Borrower as being 
true and correct.

Insurance. Maintain fire and other risk insurance, public liability 
Insurance, and such other Insurance as Lender may require with respect to 
Borrower's properties and operations, in form, amount, coverages and with 
Insurance companies reasonably acceptable to Lender. Borrower, upon request 
of Lender, will deliver to Lender from time to time the policies or 
certificates of insurance in form satisfactory to Lender, including 
stipulations that coverages will not be canceled or diminished without at 
least ten (10) days' prior written notice to Lender. Each insurance policy 
also shall include an endorsement providing that coverage in favor of Lender 
will not be impaired in any way by any act, omission or default of Borrower 
or any other person. In connection with all policies covering assets in which 
Lender holds or is offered a security interest for the Loans, Borrower will 
provide Lender with such loss payable or other endorsements as Lender may 
require.

                                                             Exim
                                                              10
                                Exhibit 10.5
<PAGE>


Insurance Reports. Furnish to Lender, upon request of Lender, reports on each 
existing insurance policy showing such information as Lender may reasonably 
request, including without limitation the following: (a) the name of the 
insurer; (b) the risks insured; (c) the amount of the policy (d) the 
properties insured; (e) the then current property values on the basis of 
which insurance has been obtained, and the manner of determining those 
values and (f) the expiration date of the policy. In addition, upon request 
of Lender (however not more often than annually), Borrower will have an 
independent appraiser satisfactory to Lender determine, as applicable, the 
actual cash value or replacement cost of any Collateral. The cost of such 
appraisal shall be paid by Borrower.

Other Agreements. Comply with all terms and conditions of all other 
agreements, whether now or hereafter existing, between Borrower and any other 
party and notify Lender immediately in writing of any default in connection 
with any other such agreements.

Loan Fees and Charges. In addition to all other agreed upon fees and 
charges, pay the following: S52,500.00.

Loan Proceeds. Use all Loan proceeds solely for Borrower's business 
operations, unless specifically consented to the contrary by Lender in 
writing.

Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness 
and obligations, including without limitation all assessments, taxes, 
governmental charges, levies and liens, of every kind and nature, imposed 
upon Borrower or its properties, income, or profits, prior to the date on 
which penalties would affect, and all lawful claims that, if unpaid, might 
become a lien or charge upon any of Borrower's properties, income, or 
profits. Provided however, Borrower will not be required to pay and discharge 
any such assessment, tax, charge, levy, lien or claim so long as (a) the 
legality of the same shall be contested in good faith by appropriate 
proceedings, and (b) Borrower shall have established on its books adequate 
reserves with respect to such contested assessment, tax, charge, levy, lien, 
or claim in accordance with generally accepted accounting practices. 
Borrower, upon demand of Lender, will furnish to Lender evidence of payment 
of the assessments, taxes, charges, levies, liens and claims and will 
authorize the appropriate governmental official to deliver to Lender at any 
time a written statement of any assessment, taxes, charges, levies, liens and 
claims against Borrower's properties, income, or profits.

Performance. Perform and comply with all terms, conditions, and provisions 
set forth in the Agreement and in the Related Documents in a timely manner 
and promptly notify Lender if Borrower learns of the or occurrence of any 
event which constitutes an Event of Default under this Agreement or uncle; 
any of the Related Documents.

Operations. Maintain executive and management personnel with substantially 
the same qualifications and experience as the present executive and 
management personnel; provide written notice to Lender of any change in 
executive and management personnel; conduct its business affairs in a 
reasonable and prudent manner and in compliance with all applicable federal, 
state and municipal laws, ordinances, rules and regulations respecting its 
properties, charters, businesses and operations, Including without 
limitation, compliance with the Americans With Disabilities Act and with all 
minimum funding standards and other requirements of ERISA and other laws 
applicable to Borrower's employee benefit plans.

Inspection. Permit employees or agent of Lender at any reasonable time to 
inspect any and all 

                                                             Exim
                                                              11
                                Exhibit 10.5
<PAGE>

Collateral for the Loan or Loans and Borrower's other properties and to 
examine or audit Borrower's books, account, and records and to make copies 
and memoranda of Borrower's books, accounts, and records. If Borrower now or 
at any time hereafter maintains any records (Including without limitation 
computer generated records and computer software programs for the generation 
of such records) in the possession of a third party, Borrower, upon request 
of Lender, shall notify such party to permit Lender free access to such 
records at all reasonable times and to provide Lender with copies of any 
records it may request, all at Borrower's expense.

Compliance Certificate. Unless waived in writing by Lender, provide Lender at 
least annually and at the time of each disbursement of Loan proceeds with a 
certificate executed by Borrower's chief financial officer, or other officer 
or person acceptable to Lender, certifying that the representations and 
warranties set forth in this Agreement are true and correct as of the date of 
the certificate and further certifying that, as of the date of the 
certificate, no Event or Default exists under this Agreement.

Environmental Compliance and Reports. Borrower shall comply in all respects 
with all environmental protection federal, state and local laws, statutes, 
regulations and ordinances; not cause or permit to exist, as a result of an 
intentional or unintentional action or omission on its part or on the part of 
any third party, on property owned and/or occupied by Borrower, any 
environmental activity where damage may result to the environment unless such 
environmental activity is pursuant to and in compliance with the conditions 
of a permit issued by the appropriate federal, state or local governmental 
authorities; shall furnish to Lender promptly and in any event within thirty 
(30) days after receipt thereof a copy to any notice, summons, lien, 
citation, directive, letter or other communication from any governmental 
agency or instrumentality concerning any intentional or unintentional action 
or omission on Borrower's part in connection with any environmental activity 
whether or not there be damage to the environment and/or other natural 
resources.

Additional Assurances. Make, execute and deliver to Lender such promissory 
notes, mortgages, deeds of Trust, security agreements, financing statements, 
instruments, document and other agreements as Lender or its attorneys may 
reasonably require to evidence and secure the Loans and to perfect all 
Security Interests.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this 
Agreement is in effect, Borrower shall not, without the prior Borrower 
consent of Lender.

Capital Expenditures. Make or contract to make capital expenditures, 
including leasehold improvements, in any fiscal year in excess of 
S3,000,000.00 or Incur liability for rentals of property (including both real 
and personal property) in an amount which, together with capital 
expenditures, shall in any fiscal year exceed such sum.

Indebtedness and Liens. (a) Except for trade debt incurred in the normal 
course of business and Indebtedness to Lender contemplated by this Agreement, 
create incur or assume indebtedness for borrowed money, including capital 
leases, (b) except as allowed as a Permitted Lien, sell, transfer, mortgage 
assign, pledge, lease, grant a security interest In, or encumber any of 
Borrower's assets, or (c) sell with recourse any of Borrower's accounts, 
except to Lender.

Continuity of Operations. (a) Engage in any business activity substantially 
different than those In which Borrower is primarily engaged, (b) cease 
operations, liquidate, merge, transfer, acquire or 

                                                             Exim
                                                              12
                                Exhibit 10.5
<PAGE>

consolidate with any other entity, change ownership, change its name, 
dissolve or transfer or sell Collateral out of the ordinary course of 
business, (c) pay any dividends on Borrower's stock (other than dividends 
payable in Its stock) provided, however that notwithstanding the foregoing, 
but only so long as no Event of Default has occurred and is continuing or 
would result from the payment of dividends, if Borrower is a Subchapter S 
Corporation' (as defined in the Internal Revenue Code of 1986, as amended), 
Borrower may pay cash dividends on its stock to its shareholders from time to 
time in amounts necessary to enable the shareholders to pay income taxes and 
make estimated income tax payments to satisfy their liabilities under federal 
and state law which arise solely from their status as Shareholders of a 
Subchapter S Corporation because of their ownership of share of stock of 
Borrower, or (d) purchase or retire any of Borrower's outstanding shares or 
alter or amend Borrower's capital structure.

Loans, Acquisitions and Guarantees. (a) Loan, invest in or advance money or 
assets, (b) purchase, create or acquire any interest in any other enterprise 
or entity, or (c) incur any obligation as surety or guarantee other than in 
the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to 
Borrower, whether under this Agreement u under any other agreement, Lender 
shall have no obligation to make Loan Advances or to disburse Loan proceeds 
if: (a) Borrower or any Guarantor is in default under the terms of this 
Agreement or any of the Related Documents or any other agreement that 
Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor 
becomes insolvent, files a petition in bankruptcy or similar proceedings, or 
is adjudged a bankrupt; (c) there occurs a material adverse change in 
Borrower's financial condition, in the financial condition of any Guarantor, 
or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, 
claims or otherwise attempts to limit, modify or revoke such Guarantor's 
guaranty of the Loan or any other loan with Lender; or (e) Lender in good 
faith deems itself insecure, even though no Event of Default shall have 
occurred.

CASH FLOW RATIO CALCULATION.

NIAT + Interest Exp. + Depr divided by PPCMLTD + Int. Exp.

ADDITIONAL COVENANTS.

1. Borrowing Base Required monthly current within the past five business days.

2. Monthly Accounts Receivable and Payable aging, and inventory listing

3. A credit qualify exam performed at least once every 6 months, which cost 
is paid by Borrower.

EXCLUSIONS FROM THE BORROWING BASE.

1. Any Account Receivable with a term in excess of net one hundred eighty 
(180) days.

2. Any Account Receivable which is more than sixty (60) calendar days past 
the original due date, unless it is insured through Eximbank export credit 
insurance for comprehensive commercial and political risk, or through 
Eximbank approved private insurers for comparable coverage, in which case 
ninety (90) calendar days shall apply.

                                                             Exim
                                                              13
                                Exhibit 10.5
<PAGE>

3. Any intra-company Account Receivable or any Account Receivable from a 
subsidiary of the Borrower, from a person or entity with a common controlling 
interest in the Borrower or from an entity which shares common controlling 
ownership with the Borrower.

4. Any Account Receivable evidenced by a Letter of Credit, until the date of 
shipment of the Items covered by the subject Letter of Credit.

5. Any Account Receivable which the Lender or Eximbank, in its reasonable 
judgment, deems uncollectible for any reason.

6. Any Account Receivable payable in a currency other than Dollars, except as 
may be approved in writing by Eximbank.

7. Any Account Receivable from a Military Buyer, except as may be approved in 
writing by Eximbank.

8. Any Account Receivable due and collectible outside the United States, 
except as may be approved in writing by Eximbank.

RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security 
interest in and hereby assigns, conveys, delivers, pledges, and transfers to 
Lender all Borrowers right, title and interest in and to, Borrower's accounts 
with Lender (whether checking, savings, or some other account), including 
without limitation all accounts held jointly with someone else and all 
accounts Borrower may open in the future, excluding however all IRA and Keogh 
accounts and all Trust accounts for which the grant of a security Interest 
would be prohibited by law. Borrower authorizes Lender, to the extent 
permitted by applicable law, to charge or setoff all sums owing on the 
Indebtedness against any and all such accounts.

EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default 
under this Agreement:

Default on Indebtedness. Failure of Borrower to make any payment when due on 
the Loans.

Other Defaults. Failure of Borrower or any Grantor to comply with or to 
perform when due any other term, obligation, covenant or condition contained 
in this Agreement or in any of the Related Documents, or failure of Borrower 
to comply with or to perform any other term, obligation, covenant or condition 
contained in any other agreement between Lender and Borrower.

Default In Favor of Third Parties. Should Borrower or any Grantor default 
under any loan, extension of credit, security agreement, purchase or sales 
agreement, or any other agreement, in favor of any other creditor or person 
that may materially affect any of Borrower's property or Borrower's or any 
Grantor's ability to repay the Loans or perform their respective obligations 
under this Agreement or any of the Related Documents.

False Statements. Any warranty, representation or statement made or furnished 
to Lender by or on behalf of Borrower or any Grantor under this Agreement or 
the Related Documents Is false or misleading in any material respect at the 
time made or furnished, or becomes false or misleading

                                                             Exim
                                                              14
                                Exhibit 10.5
<PAGE>


at any time thereafter.

Defective Collateralization. This Agreement or any of the Related Documents 
ceases to be in full force and effect (including failure of any Security 
Agreement to create a valid and perfected Security Interest) at any time and 
for any reason.

Insolvency. The dissolution or termination of Borrower's existence as a going 
business, the Insolvency of Borrower, the appointment of a receiver for any 
part of Borrower's property, any assignment for the benefit of creditors, any 
type of creditor workout, or the commencement of any proceeding under any 
bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture 
proceedings, whether by judicial proceeding, self-help, repossession or any 
other method, by any creditor of Borrower, any creditor of any Grantor 
against any collateral securing the Indebtedness, or by any governmental 
agency. This includes a garnishment, attachment, or levy on or of any of 
Borrower's deposit accounts with Lender.

Events Affecting Guarantor. Any of the preceding events occurs with respect 
to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes 
incompetent, or revokes or disputes the validity of, or liability under, any 
Guaranty of the Indebtedness.

Change In Ownership. Any change in ownership of twenty-five percent (25%) or 
more of the common stock of Borrower.

Adverse Change. A material adverse change occurs in Borrower's financial 
condition, or Lender believes the prospect of payment or performance of the 
Indebtedness is impaired.

Insecurity. Lender, in good faith, deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except 
where otherwise provided in this Agreement or the Related Documents, all 
commitments and obligations of Lender under this Agreement or the Related 
Documents or any other agreement Immediately will terminate (including any 
obligation to make loan Advances or disbursements), and, at Lender's option, 
all Indebtedness immediately will become due and payable, all without notice 
of any kind to Borrower, except that In the case of an Event of Default of 
the type described In the "Insolvency" subsection above, such acceleration 
shall be automatic and not optional. In addition, Lender shall have all the 
rights and remedies provided in the Related Documents or available at law, in 
equity, or otherwise. Except as may be prohibited by applicable law, all of 
Lender's right and remedies shall be cumulative and may be exercised 
singularly or concurrently. Election by Lender to pursue any remedy shall not 
exclude pursuit of any other remedy, and an election to make expenditures or 
to take action to perform an obligation of Borrower or of any Grantor shall 
not affect Lender's right to declare a default and to exercise its rights and 
remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part 
of this Agreement:

Amendments. This Agreement, together with any Related Documents, constitutes 
the entire understanding and agreement of the parties as to the matters set 
forth in this Agreement. No 

                                                             Exim
                                                              15
                                Exhibit 10.5
<PAGE>

alteration of or amendment to the Agreement shall be effective unless given 
in writing and signed by the party or parties sought to be charged or bound 
by the alteration or amendment.

Applicable Law. This Agreement has been delivered h Lender and accepted by 
Lender In the State of Utah. If there Is a lawsuit Borrower agrees upon 
Lender's request to submit to the jurisdiction of the courts of Salt Lake 
County, the State of Utah Subject to the provisions on arbitration, this 
Agreement shall be governed by and construed in accordance with the laws of 
the State of Utah.

Arbitration. Lender and Borrower agree that all disputes, claims and 
controversies between them, whether Individual, joint, or class in nature, 
arising from this Agreement or otherwise, Including without limitation 
contract and ton disputes, shall be arbitrated pursuant to the Rules of the 
American Arbitration Association, upon request of either party. No act to 
take or dispose of any Collateral shall constitute a waiver of this 
arbitration agreement or be prohibited by this arbitration agreement. This 
includes, without limitation, obtaining injunctive relief or a temporary 
restraining order; invoking a power of sale under any deed of trust or 
mortgage; obtaining a writ of attachment or imposition of a receiver; or 
exercising any rights relating to personal property, including taking or 
disposing of such property with or without judicial process pursuant to 
Article 9 of the Uniform Commercial Code. Any disputes, claims, or 
controversies concerning the lawfulness or reasonableness of any act, or 
exercise of any right, concerning any Collateral, including any claim to 
rescind, reform, or otherwise modify any agreement relating to the Collateral, 
shall also be arbitrated, provided however that no arbitrator shall have the 
right or the power to enjoin or restrain any act of any party. Judgment upon 
any award rendered by any arbitrator may be entered in any court having 
jurisdiction. Nothing in this Agreement shall preclude any party from seeking 
equitable relief from a court of competent jurisdiction. The statute of 
limitations, estoppel, waiver, laches, and similar doctrines which would 
otherwise be applicable in an action brought by a party shall be applicable 
in any arbitration proceeding, and the commencement of an arbitration 
proceeding shall be deemed the commencement of an action for these purposes. 
The Federal Arbitration Act shall apply of the construction, interpretation, 
and enforcement of this arbitration provision.

Caption Headings. Caption headings in this Agreement are for convenience 
purposes only and are not to be used to interpret or define the provisions of 
this Agreement.

Multiple Parties; Corporate Authority. All obligations of Borrower under this 
Agreement shall be Joint and several, and all references to Borrower shall 
mean each and every Borrower. This means that each of the Borrowers signing 
below is responsible for all obligations in this Agreement.

11-12-1996 LOAN AGREEMENT Page 6 (Continued)

Consent to Loan Participation. Borrower agrees and consents to Lender's sale 
or transfer, whether now or later, of one or more participation interests in 
the Loans to one or more purchasers, whether related or unrelated to Lender. 
Lender may provide, without any limitation whatsoever to any one or more 
purchasers, or potential purchasers, any information or knowledge Lender may 
have about Borrower or about any other maker relating to the Loan, and 
Borrower hereby waives any rights to privacy it may have with respect to such 
matters. Borrower additionally waives any and all notices of sale of 
participation interests, as well as all polices of any repurchase of such 
participation interests. Borrower also agrees that the purchasers of any 

                                                             Exim
                                                              16
                                Exhibit 10.5
<PAGE>

such participation interests will be considered as the absolute owners of 
such interests in the loans and will have all the rights granted under the 
participation agreement or agreements governing the sale of such 
participation interests. Borrower further waives all rights of offset or 
counterclaim that It may have now or later against Lender or against any 
purchaser of such a participation interest and unconditionally agrees that 
either Lender or such purchaser may enforce Borrower's obligation under the 
Loans irrespective of the failure or insolvency of any holder of any interest 
in the Loans. Borrower further agrees that the purchaser of any such 
participation interests may enforce its interests irrespective of any 
personal claims or defenses that Borrower may have against Lender.

Costs and Expenses. Borrower agrees to pay upon demand all of Lender's 
expenses, Including without limitation reasonable attorneys' fees, incurred 
in connection with the preparation, execution, enforcement, modification and 
collection of this Agreement or in connection with the Loans made pursuant to 
this Agreement. Lender may pay someone else to help collect the Loans and to 
enforce this Agreement, and Borrower will pay that amount. This includes, 
subject to any limits under applicable law, Lender's reasonable attorneys and 
Lender's legal expenses, whether or not there is a lawsuit, including 
reasonable attorneys' fees for bankruptcy proceedings (including efforts to 
modify or vacate any automatic stay or injunction), appeals, and any 
anticipated post-judgment collection services. Borrower also will pay any 
court costs, in addition to all other sums provided by law.

Notices. Ml notices required to be given under this Agreement shall be given 
in writing, may be sent by telefacsimile and shall be effective when 
actually delivered or when deposited with a nationally recognized overnight 
courier or deposited in the United States mail, first class, postage prepaid, 
addressed to the party to whom the notice is to be given at the address shown 
above. Any party may change its address for notices under this Agreement by 
giving formal written notice to the other parties, specifying that the 
purpose of the notice is to change the party's address. To the extent 
permitted by applicable law, it there is more than one Borrower, notice to 
any Borrower will constitute notice to all Borrowers. For notice purposes, 
Borrower will keep Lender informed at all times of Borrower's current 
address(es).

Severability. If a court of competent jurisdiction finds any provision of 
this Agreement to be invalid or unenforceable as to any person or 
circumstance, such finding shall not render that provision invalid or 
unenforceable as to any other persons or circumstances. If feasible, any such 
offending provision shall be deemed to be modified to be within the limits of 
enforceability or validity; however, if the offending provision cannot be so 
modified, it shall be stricken and all other provisions of This Agreement in 
all other respects shall remain valid and enforceable.

Subsidiaries and Affiliates of Borrower. To the extent the context of any 
provisions of this Agreement makes it appropriate, Including without 
limitation any representation, warranty or covenant, The word "Borrower" as 
used herein shall include all subsidiaries and affiliates of Borrower. 
Notwithstanding the foregoing however, under no circumstances shall this 
Agreement be construed to require Lender to make any Loan or other financial 
accommodation to any subsidiary or affiliate of Borrower.

Successors and Assigns. All covenants and agreement contained by or on behalf 
of Borrower shall bind its successors and assigns and shall inure to the 
benefit of Lender, its successors and assigns. Borrower shall not, however, 
have the right to assign its rights under this Agreement or any interest 
therein, without the prior written consent of Lender.

                                                             Exim
                                                              17
                                Exhibit 10.5
<PAGE>


Survival. All warranties, representations, and covenants made by Borrower in 
this Agreement or in any certificate or other instrument delivered by 
Borrower to Lender under this Agreement shall be considered to have been 
relied upon by Lender and will survive the making of the Loan and delivery to 
Lender of the Related Documents, regardless of any investigation made by 
Lender or on Lender's behalf.

Time is of the Essence. Time is of the essence in the performance of this 
Agreement.

Waiver. Lender shall not be deemed to have waived any right under this 
Agreement unless such waiver is given in writing and signed by Lender. No 
delay or omission on the part of Lender in exercising any right shall operate 
as a waiver of such right or any other right. A waiver by Lender of a 
provision of this Agreement shall not prejudice or constitute a waiver of 
Lender's right otherwise to demand strict compliance with that provision or 
any other provision of this Agreement. No prior waiver by Lender, nor any 
course of dealing between Lender and Borrower, or between Lender and any 
Grantor, shall constitute a waiver of any of Lender's rights or of any 
obligations of Borrower or of any Grantor as to any future transactions. 
Whenever the consent of Lender is required under this Agreement, the granting 
of such consent by Lender in any instance shall not constitute continuing 
consent in subsequent instances where such consent is required, and in all 
cases such consent may be granted or withheld in the sole discretion of Lender.

FINAL AGREEMENT. Borrower understands that this Agreement and the related 
loan documents are the final expression of the agreement between Lender and 
Borrower and may not be contradicted by evidence of any alleged oral 
agreement.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN AGREEMENT, 
AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF NOVEMBER 
12, 1996.

      BORROWER:
      DAW TECHNOLOGIES INC.
     
      By:
      DAVID R. GROW, CFO/EVP/SECRETARY
     
      By:
      RONALD W. DAW, PRESIDENT
     
      By:
      WlLLIAM SAWAYA, SR. VICE PRESIDENT OF MANUFACTURING

LENDER:

U.S. Bank of Utah

By : Mark Garfield

Authorized Officer

                                                             Exim
                                                              18
                                Exhibit 10.5