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                                   LOAN AGREEMENT



THIS LOAN AGREEMENT (the "Agreement") is made as of this 29th day of May, 1997 
by and between ORYX TECHNOLOGY CORP., a Delaware corporation ("Borrower") and 
KBK FINANCIAL, INC., a Delaware corporation doing business as OTC/KBK 
Acceptance Corporation ("KBK").  In connection with the mutual covenants and 
agreements contained herein, the parties hereto agrees as follows:

I.   DEFINITIONS. The following definitions shall apply throughout this
     Agreement:

     "AFFILIATE" means with respect to any person or entity in question, any
     other person or entity owned or controlled by, or which owns or controls 
     or is under common control or is otherwise affiliated with such person or
     entity in question.

     "BORROWING BASE" means an amount equal to 40% of Eligible Inventory.

     "COLLATERAL" has the meaning given it in SECTION 4.

     "CREDIT FACILITIES" has the meaning given it in SECTION 2.

     "DEBIT ACCOUNT" means the bank account of Borrower which Borrower
     identifies to KBK in writing prior to any advances under the Line of 
     Credit over which KBK has express written authority to debit pursuant to 
     this Agreement.

     "ELIGIBLE INVENTORY" means as of any date, the aggregate value of all
     inventory of raw materials and finished goods (excluding work in progress
     and packaging materials, supplies and any advertising costs capitalized
     into inventory) then owned by any of the Obligors and held for sale, lease
     or other disposition in the ordinary course of its business, in which KBK
     has a first priority lien, excluding (i) inventory which is damaged,
     defective, obsolete or otherwise unsaleable in the ordinary course of
     business, (ii) inventory which has been returned or rejected, (iii)
     inventory subject to any consignment arrangement between any of the
     Obligors and any other person or entity, (iv) inventory which is in
     transit, (v) inventory not located in the United States and (vi) inventory
     which KBK in KBK's reasonable discretion deems ineligible.  For purposes 
     of this definition, Eligible Inventory shall be valued at the lower of 
     cost or market value.
     
     "ENVIRONMENTAL LAWS" means any and all federal, state and local laws,
     regulations, rules, orders, licenses, agreements or other governmental
     restrictions relating to the environment or to emissions, discharges or
     releases of pollutants or industrial, toxic or hazardous substances into
     the environment, or otherwise relating to the manufacture, processing,
     treatment, transport or handling of pollutants or industrial, toxic or
     hazardous substances.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time, together with all rules and regulations
     promulgated with respect thereto.


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     "ERISA PLAN" means any pension benefit plan subject to Title IV of ERISA
     maintained by Borrower or any Affiliate thereof with respect to which
     Borrower or any Affiliate has a fixed or contingent liability.
     
     "GAAP" means those generally accepted accounting principles and practices
     which are recognized as such by the Financial Accounting Standards Board
     (or any generally recognized successor), consistently applied throughout
     the period involved.

     "GUARANTORS" means SURGX CORPORATION, ORYX INSTRUMENTS AND MATERIALS
     CORPORATION, ORYX POWER PRODUCTS CORPORATION (whether one or more).

     "INDEMNIFIED CLAIMS" means any and all claims, demands, actions, causes of
     action, judgments, suits, liabilities, obligations, losses, damages and
     consequential damages, penalties, fines, costs, fees, expenses and
     disbursements (including without limitation, fees and expenses of 
     attorneys and other professional consultants and experts in connection 
     with any investigation or defense) of every kind or nature, known or 
     unknown, existing or hereafter arising, foreseeable or unforeseeable, 
     which may be imposed upon, threatened or asserted against or incurred or 
     paid by any Indemnified Person at any time and from time to time, 
     because of or resulting from, in connection with or in any way relating 
     to or arising out of any of the Credit Facilities, the Collateral or any 
     other transaction, act, omission, event or circumstance in any way 
     connected with or contemplated by this Agreement or the other Loan 
     Documents or any action taken or omitted by any such Indemnified Person 
     under or in connection with any of the foregoing (including but not 
     limited to any investigation, litigation, proceeding, enforcement of 
     KBK's rights or defense of KBK's actions related to or arising out of 
     this Agreement or the other Loan Documents), whether or not any 
     Indemnified Person is a party hereto.
     
     "INDEMNIFIED PERSON" shall collectively mean KBK and its officers,
     directors, shareholders, employees, attorneys, representatives, agents,
     Affiliates, successors and assigns.

     "LINE OF CREDIT AMOUNT" is $750,000.00; provided, however the Line of
     Credit Amount shall be $1,500,000.00 once KBK receives the inventory
     appraisal described in Subsection 9(c).

     "LOAN DOCUMENTS" means this Agreement, the Notes and all other documents,
     agreements and instruments required by KBK to be executed and delivered in
     connection herewith (including, without limitation, all documents,
     agreements and instruments evidencing, securing, governing, guaranteeing
     and/or pertaining to the Notes and the Credit Facilities).

     "NOTES" has the meaning given it in SECTION 3.

     "OBLIGORS" means Borrower and the Guarantors.

     "PURCHASE AGREEMENT" means that certain account transfer and purchase
     agreement of even date herewith between Oryx Power Products Corporation,
     Oryx Instruments and Materials Corporation and KBK, as may be amended from
     time to time.
     
     "SUBORDINATED DEBT" means indebtedness owing by any Obligor to a creditor
     other than KBK which has been subordinated and subject in right of payment
     to the prior payment of all indebtedness and obligations now or hereafter
     owing by such Obligor to KBK, such 

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     subordination to be evidenced by a written agreement between KBK and the 
     subordinated creditor which is in form and substance satisfactory to KBK.

     "TANGIBLE NET WORTH" means, as of any date, the amount by which the 
     total assets of Obligors on a consolidated basis exceeds the Obligors' 
     total liabilities, plus Subordinated Debt, less any intangible assets 
     (as defined by GAAP, including, without limitation, trademarks, patents, 
     copyrights, goodwill, covenants not to compete and customer lists), less 
     deferred charges.

2.   CREDIT FACILITIES. Subject to the terms and conditions set forth in this
     Agreement and the other Loan Documents, KBK hereby agrees to provide to
     Borrower the following Credit Facility or Facilities (whether one or more,
     the "Credit Facilities"):

     a.   LINE OF CREDIT.  Subject to the terms and conditions set forth
          herein, KBK agrees to provide to Borrower a revolving line of
          credit (the "Line of Credit") during the period commencing on the
          date hereof and continuing through the 30' day prior to the
          maturity date of the promissory note evidencing the Line of
          Credit from time to time.  Borrower may request advances under
          the Line of Credit; PROVIDED, HOWEVER, the total principal amount
          outstanding at any time under the Line of Credit shall not exceed
          the lesser of (i) an amount equal to the Borrowing Base, or (ii)
          the Line of Credit Amount.  If at any time the aggregate
          principal amount outstanding under the Line of Credit shall
          exceed an amount equal to the Borrowing Base, Borrower agrees to
          immediately repay to KBK such excess amount, plus all accrued but
          unpaid interest thereon.  Borrower may request advances under the
          Line of Credit no more often than once each business day. 
          Subject to the terms and conditions set forth in this Agreement
          and in the promissory note evidencing the Line of Credit from
          time to time, Borrower may borrow, repay and reborrrow under the
          Line of Credit.  The sums advanced under the Line of Credit shall
          be used for working capital purposes.

3.   PROMISSORY NOTE.  Borrower agrees to execute, contemporaneously herewith, 
     a promissory note payable to the order of KBK, in form and substance
     acceptable to KBK in KBK's sole and absolute discretion, for each Credit
     Facility provided hereunder to evidence the indebtedness owing by Borrower
     to KBK under each such facility (whether one or more, together with any
     renewals, extensions and increases thereof, the "Notes").  Interest on the
     Notes shall accrue at the rate set forth therein.  The principal of and
     interest on the Notes shall be due and payable and may be prepaid in
     accordance with the terms and conditions set forth in the Notes and in 
     this Agreement.

4.   COLLATERAL.  As collateral and security for the indebtedness evidenced by
     the Notes and any and all other indebtedness or obligations from time to
     time owing by Borrower to KBK, Borrower and Guarantors shall each grant to
     KBK, its successors and assigns, a first and prior lien and security
     interest in and to the property described hereinbelow, together with any
     and all PRODUCTS AND PROCEEDS thereof (the "Collateral"):

     a.   ACCOUNTS.  All present and future accounts, contract rights, chattel
          paper, documents, instruments, deposit accounts and general
          intangibles (including, without limitation, all patents and patent
          applications, and all trademarks and goodwill of the business related
          to such trademarks, along with any divisions, renewals or reissues
          thereof, and variations or modifications and new applications of the
          technology covered by such patents and trademarks) now or hereafter
          owned by any of the Obligors, all money and 

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          other funds of any of the Obligors which may now or hereafter come 
          into the possession, custody or control of Secured Party, all books 
          of account and customer lists, and in any case where an account 
          arises from the sale of goods, the interest of Obligors in such 
          goods.

     b.   INVENTORY.  All present and hereafter acquired inventory (including
          without limitation, all raw materials, work in process and finished
          goods) owned by any of the Obligors wherever located.

     c.   EqUIPMENT.  All equipment of whatsoever kind and character now or
          hereafter owned by any of the Obligors and used or usable in any of
          the Obligor's business, together with all replacements, accessories,
          additions, substitutions and accessions to all of the foregoing.

     
     The term "Collateral" shall also include all records and data relating to
     any of the foregoing (including, without limitation, any computer software
     on which such records and data may be located).  Borrower agrees to
     execute, and to cause the Guarantors to execute, such security agreements,
     assignments, mortgages, deeds of trust and other agreements and documents
     as KBK shall deem appropriate and otherwise require from time to time to
     more fully create and perfect KBK's lien and security interests in the
     Collateral.

5.   GUARANTORS. As a condition precedent to KBK's obligation to provide the
     Credit Facilities to Borrower, Borrower agrees to cause the Guarantors to
     each execute and deliver to KBK contemporaneously herewith a guaranty
     agreement, in form and substance acceptable to KBK in KBK's sole and
     absolute discretion.

6.   FEES.

     a.   COMMITMENT FEE.  Borrower shall pay to KBKA a commitment fee in the
          amount of $11,250.00. Such fee shall be payable as follows: (i)
          $5,625.00 concurrently with the execution hereof, (ii) $2,812.50 on 
          or before the 30' day after the date of execution hereof, and (iii)
          $2,812.50 on or before the 60' day after the date of execution 
          hereof, provided, however, the amount due in clause (ii) and (iii) 
          shall in no event be due unless and until the Line of Credit Amount 
          has been increased to $1,500,000.00. Borrower hereby authorizes 
          KBK, in KBK's sole discretion, to collect any such commitment fees 
          (i) by deducting such fees from the first advance under the subject 
          Credit Facility, (ii) by debiting the Debit Account, (iii) by 
          applying that portion of any up-front deposit delivered to KBK by 
          Borrower which is in excess of KBK's costs and expenses (including, 
          without limitation, attorneys' fees), or (iv) by using any 
          combination of the foregoing.  This authorization does not affect 
          Borrower's obligation to pay such sums to KBK.  Borrower and KBK 
          acknowledge and agree that the commitment fees are reasonable 
          compensation to KBK for making the Credit Facilities available to 
          Borrower and for no other purpose.

     b.   SERVICING FEE.  Borrower agrees to pay KBK a servicing fee 
          ("Servicing Fee") on the first day of each calendar month equal to 
          one tenth percent (.10%) per annum (computed on the basis of a year 
          consisting of 360 days and actual days elapsed) of the average 
          daily amount outstanding under the Line of Credit during the 
          immediately 

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          preceding calendar month.  If the first calendar month covers less 
          than a full month, the Servicing Fee for such month shall be 
          prorated.  Borrower hereby authorizes KBK, in KBK's sole 
          discretion, to collect such Servicing Fee (i) by deducting such fee 
          from the first advance, if any, under the subject Credit Facility 
          after such fee is due, (ii) by debiting the Debit Account, or (iii) 
          by using any combination of the foregoing.  This authorization does 
          not affect Borrower's obligation to pay such sums to KBK when due.  
          Borrower and KBK acknowledge and agree that such fees are 
          reasonable compensation to KBK for making the Credit Facilities 
          available to Borrower and for no other purpose.

     c.   MONTHLY FEE.  Borrower agrees to pay KBK a monthly fee ("Monthly 
          Fee") on the first day of each calendar month equal to $1,500.00, 
          the accrued interest under the Line of Credit and the Servicing 
          Fee which are collected by KBK in and for the prior calendar month. 
          Borrower hereby authorizes KBK, in KBK's sole discretion, to 
          collect such Monthly Fee (i) by deducting such fee from the first 
          advance, if any, under the subject Credit Facility after such fee 
          is due, (ii) by debiting the Debit Account, or (iii) by using any 
          combination of the foregoing.  This authorization does not affect 
          Borrower's obligation to pay such sums to KBK when due.  Borrower 
          and KBK acknowledge and agree that such fees are reasonable 
          compensation to KBK for making the Credit Facilities available to 
          Borrower and for no other purpose.

7.   REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants,
     and upon each request for an advance under the Credit Facilities further
     represents and warrants, to KBK as follows:

     a.   EXISTENCE.  Borrower is a corporation duly organized, validly 
          existing and in good standing under the laws of the state of its 
          incorporation and is duly licensed, qualified to do business and is 
          in good standing in all other states in which such licensing, 
          qualification and good standing are necessary.  Borrower has all 
          requisite power and authority to execute and deliver this Agreement 
          and the other Loan Documents to which it is a party.

     b.   BINDING OBLIGATIONS.  The execution, delivery, and performance of 
          this Agreement and all of the other Loan Documents by Borrower have 
          been duly authorized by all necessary action by Borrower, and 
          constitute legal, valid and binding obligations of Borrower, 
          enforceable in accordance with their respective terms, except as 
          limited by bankruptcy, insolvency or similar laws of general 
          application relating to the enforcement of creditors' rights and 
          except to the extent specific remedies may generally be limited by 
          equitable principles.

     c.   NO CONSENT.  The execution, delivery and performance of this 
          Agreement and the other Loan Documents, and the consummation of the 
          transactions contemplated hereby and thereby, do not (i) conflict 
          with, result in a violation of, or constitute a default under (A) 
          any provision of Borrower's articles or certificate of 
          incorporation or bylaws, (B) any law, governmental regulation, 
          court decree or order applicable to Borrower, or (C ) any other 
          document or agreement to which Borrower is a party, or (ii) require 
          the consent, approval or authorization of any third party.

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     d.   FINANCIAL CONDITION.  Each financial statement of Obligors supplied 
          to KBK fairly presents the financial condition as of the date of 
          each such statement.  There has been no material adverse change in 
          such financial condition or results of operations of any of the 
          Obligors subsequent to the date of the most recent financial 
          statement supplied to KBK.

     e.   LITIGATION.  There are no actions, suits or proceedings, pending or,
          to the knowledge of Borrower, threatened against or affecting any of
          the Obligors or the properties of any of the Obligors, before any
          court or governmental department, commission or board, which, if
          determined adversely to any of the Obligors, would have a material
          adverse effect on the financial condition, properties, or operations
          of any of the Obligors.

     f.   TAXES; GOVERNMENTAL CHARGES.  The Obligors have filed all federal,
          state and local tax reports and returns required by any law or
          regulation to be filed by it and has either duly paid all taxes,
          duties and charges indicated due on the basis of such returns and
          reports, or made adequate provision for the payment thereof, and the
          assessment of any material amount of additional taxes in excess of
          those paid and reported is not reasonably expected.  There is no tax
          lien notice against any of the Obligors presently on file.

     g.   ERISA COMPLIANCE.  The Obligors are in compliance with ERISA
          concerning Borrower's ERISA Plan, if any, or is not required to
          contribute to any "multi-employer plan" as defined in Section 401 of
          ERISA.

     h.   COMPLIANCE WITH LAWS.  The Obligors are each conducting its respective
          business in material compliance with all statutes, rules, regulations
          and/or ordinances imposed by any governmental unit upon each Obligor
          or upon its businesses, operations and property (including, without
          limitation, all Environmental Laws).

8.   CONDITIONS PRECEDENT TO ADVANCES.  KBK's obligation to make any advance
     under this Agreement and the other Loan Documents shall be subject to the
     conditions precedent that, as of the date of such advance and after giving
     effect thereto (i) all representations and warranties made to KBK in this
     Agreement and the other Loan Documents shall be true and correct, as of 
     and as if made on such date, except to the extent such representations and
     warranties are with respect to financial statements which are delivered to
     KBK that speak as of a particular date, (ii) no material adverse change in
     the financial condition of any of the Obligors or their respective 
     business since the effective date of the most recent financial 
     statements furnished to KBK shall have occurred, (iii) no event has 
     occurred and is continuing, or would result from the requested advance, 
     which with notice or lapse of time, or both, would constitute an Event 
     of Default (as hereinafter defined), (iv) KBK's receipt of all Loan 
     Documents appropriately executed by Borrower, Guarantors and all other 
     proper parties, and (iv) KBK's receipt of all fees and expenses owing to 
     KBK under this Agreement and the other Loan Documents.

9.   AFFIRMATIVE COVENANTS.  Until (i) the Notes and all other obligations and
     liabilities of Borrower under this Agreement and the other Loan Documents
     are fully paid and satisfied, and (ii) KBK has no further commitment to
     lend hereunder, Borrower agrees and covenants that it will, unless KBK
     shall otherwise consent in writing:

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     a.   ACCOUNTS AND RECORDS.  Maintain the Obligor's books and records in
          accordance with generally accepted accounting principles.

     b.   RIGHT OF INSPECTION.  Permit KBK to visit the Obligors' properties
          and installations and to examine, audit and make and take away copies
          or reproductions of the Obligor's books and records, at all 
          reasonable times.  Borrower agrees to pay all costs associated with 
          any such audits, at a rate equal to $700.00 per person, plus 
          out-of-pocket expenses, but prior to an Event of Default, Borrower 
          shall not be required to pay for more than one such audit per fiscal 
          quarter.

     c.   INVENTORY APPRAISAL.  Provide KBK with an appraisal satisfactory to
          KBK of the forced liquidation value of the inventory of Oryx
          Instruments and Materials Corporation and Oryx Power Products
          Corporation by an appraiser acceptable to KBK within 30 days from the
          date hereof.

     d.   LANDLORD'S WAIVER.  Obligors will cause each landlord of real 
          property leased by the Obligors and where Collateral may be kept to 
          execute and deliver to KBK, within 60 days from the initial advance 
          under the Line of Credit, an agreement satisfactory in form and 
          substance to KBK which such landlord waives any lien or other 
          rights landlord may have in the Collateral and gives KBK access to 
          the leased premises.

     e.   RIGHT TO ADDITIONAL INFORMATION.  Furnish KBK with such additional
          information and statements, lists of assets and liabilities, tax
          returns, and other reports with respect to each Obligor's financial
          condition and business operations as KBK may request from time to
          time.

     f.   COMPLIANCE WITH LAWS.  Conduct its business, and cause Guarantors to
          each conduct their businesses, in an orderly and efficient manner
          consistent with good business practices, and perform and comply with
          all statutes, rules, regulations and/or ordinances imposed by any
          governmental unit upon their respective businesses, operations and
          properties (including without limitation, all Environmental Laws).

     g.   TAXES.  Pay and discharge when due all assessments, taxes,
          governmental charges and levies, of every kind and nature, imposed
          upon any of the Obligors or their properties, income or profits, 
          prior to the date on which penalties would attach, and all lawful 
          claims that, if unpaid, might become a lien or charge upon any of 
          Obligor's property, income or profits; provided, however, Obligors 
          will not be required to pay and discharge any such assessment, tax, 
          charge, levy or claim so long as (i) same shall be contested in 
          good faith by appropriate judicial, administrative or other legal 
          proceedings timely instituted, and (ii) Obligors shall have 
          established adequate reserves with respect to such contested 
          assessment, tax, charge, levy or claim in accordance with generally 
          accepted accounting principles, consistently applied.

     h.   INSURANCE.  Maintain, and cause Guarantors to maintain, insurance,
          including but not limited to, fire insurance, comprehensive property
          damage, public liability, worker's compensation, business 
          interruption and other insurance deemed necessary or otherwise 
          required by KBK.

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     i.   NOTICE OF MATERIAL CHANGE/LITIGATION.  Borrower shall promptly notify
          KBK in writing (i) of any material adverse change in the financial
          condition of any of the Obligors or their respective businesses, and
          (ii) of any litigation or claims against any Obligor which is
          reasonably likely to materially affect the financial condition of 
          such Obligor.

     j.   ADDITIONAL DOCUMENTATION.  Execute and deliver, or cause to be
          executed and delivered, any and all other agreements, instruments or
          documents which KBK may reasonably request in order to give effect to
          the transactions contemplated under this Agreement and the other Loan
          Documents.



10.  NEGATIVE COVENANTS.  Until (i) the Notes and all other obligations and
     liabilities of Borrower under this Agreement and the other Loan Documents
     are fully paid and satisfied, and (ii) KBK has no further commitment to
     lend hereunder, Borrower will not and will cause the Guarantors to not,
     without the prior written consent of KBK:

     a.   NATURE OF BUSINESS.  Make any material change in the nature of its
          business as carried on as of the date hereof, except in connection
          with the sale of substantially all of the assets or capital stock of
          Oryx Power Products Corporation.

     b.   LIQUIDATIONS, MERGERS, CONSOLIDATIONS: ACQUISITIONS.  Liquidate, 
          merge or consolidate with or into any other entity, or form or 
          acquire any new subsidiary or acquire by purchase or otherwise all or
          substantially all of the assets of any other entity except a merger 
          of a subsidiary into Borrower or into any other subsidiary of 
          Borrower.

     c.   TRANSACTIONS WITH AFFILIATES.  Enter into any transaction, including,
          without limitation, the purchase, sale or exchange of property or the
          rendering of any service, with any Affiliate, except in the ordinary
          course of and pursuant to the reasonable requirements of its business
          and upon fair and reasonable terms no less favorable to it than would
          be obtained in a comparable arm's-length transaction with a person or
          entity not an Affiliate.

     d.   SALE OF ASSETS.  Sell, lease, transfer or otherwise dispose of any of
          its assets or properties, other than (i) inventory sold in the
          ordinary course of business, (ii) as necessary to replace obsolete
          equipment, and (iii) all of the stock of Oryx Power Products
          Corporation, Borrower agreeing to give KBK 10 days prior written
          notice of any such sale of stock.

     e.   LIENS.  Create or incur any lien or encumbrance on any of its assets,
          other than (i) liens and security interests securing indebtedness
          owing to KBK, (ii) pledges or deposits to secure the payment of
          obligations under any worker's compensation laws or similar laws,
          (iii) deposits to secure the payment of public or statutory
          obligations, (iv) mechanic's, carriers', workman's, repairman's or
          other liens arising by operation of law in the ordinary course of
          business which secure obligations that are not overdue or are being
          contested in good faith and for which Borrower has established
          adequate reserves in accordance with generally accepted accounting
          principles, (v) liens securing purchase money indebtedness permitted
          hereunder provided such lien does not extend beyond the property
          purchased with such indebtedness, (vi) liens securing capital 

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          leases provided such lien does not extend beyond the property 
          subject to such lease, and (vii) liens and security interest 
          existing as of the date hereof which have been disclosed to and 
          approved by KBK in writing.

     f.   INDEBTEDNESS.  Create, incur or assume any indebtedness for borrowed
          money or issue or assume any other note, debenture, bond or other
          evidences of indebtedness, or guarantee any such indebtedness or such
          evidences of indebtedness of others, other than (i), borrowings from
          KBK, (ii) current accounts payable and other current obligations
          (other than for borrowed money), (iii) borrowings outstanding on the
          date hereof which have been disclosed and approved in writing by KBK,
          (iv) inter-company borrowings between the Obligors, (v) purchase 
          money indebtedness used to purchase equipment which is secured only 
          by the equipment so purchased, and (vi) capital lease obligations; 
          provided, however, Borrower agrees to give KBK prior notification 
          of any single purchase money transaction or capital lease in excess 
          of $50,000.00.

     g.   TRANSFER OF OWNERSHIP.  Permit the sale, pledge or other transfer of
          any of the ownership interest in any of the Guarantors (except all of
          the capital stock of Oryx Power Products Corporation, Borrower
          agreeing to give KBK 10 days prior written notice of any such sale).

     h.   CHANGE IN MANAGEMENT.  Permit a change in the senior management of 
          any Obligor without giving KBK five (5) days prior written notice, if
          possible.

II.  FINANCIAL COVENANTS. Until (i) the Notes and all other obligations and
     liabilities of Borrower under this Agreement and the other Loan Documents
     are fully paid and satisfied, and (ii) KBK has no further commitment to
     lend hereunder, Borrower will maintain the following financial covenant on
     a consolidated basis with the Guarantors:

     a.   TANGIBLE NET WORTH.  At the end of each fiscal quarter, its Tangible
          Net Worth, calculated on a pro forma basis (i.e. add back accounts
          purchased by KBK and the factored balance), of not less than
          $4,250,000.00.

Borrower shall have an opportunity to cure any breach of this financial 
covenant within 25 days from the earlier of (i) the date which KBK is due to 
receive financial statements of Borrower hereunder which would indicate any 
breach of this financial covenant, or (ii) the date KBK receives receipt of 
financial statements indicating any breach of this financial covenant.  
Unless otherwise specified, all accounting and financial terms and covenants 
set forth above are to be determined according to generally accepted 
accounting principles, consistently applied.

12.  REPORTING REQUIREMENTS. Until (i) the Notes and all other obligations and
     liabilities of Borrower under this Agreement and the other Loan Documents
     are fully paid and satisfied, and (ii) KBK has no further commitment to
     lend hereunder, Borrower will, unless KBK shall otherwise consent in
     writing, furnish to KBK:

     a.   FINANCIAL STATEMENTS.  Borrower agrees to furnish to KBK (i) within 
          90 days after the last day of each fiscal year of Borrower a 
          consolidated statement of income and a consolidated statement of 
          cash flows of Borrower for such fiscal year, and a consolidated 
          balance sheet of Borrower as of the last day of such fiscal year, 
          together with an auditor's report thereon by an independent 
          certified public accountant, and (ii) 

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          within 30 days after the last day of each fiscal month of Borrower, 
          an unaudited consolidated statement of income and statement of cash 
          flows of Borrower for such fiscal month, and an unaudited 
          consolidated balance sheet of Borrower as of the last day of such 
          fiscal month.  Borrower represents and warrants that each such 
          statement of income and statement of cash flows will fairly 
          present, in all material respects, the results of operations and 
          cash flows of Borrower for the period set forth therein, and that 
          each such balance sheet will fairly present, in all material 
          respects, the financial condition of Borrower as of the date set 
          forth therein, all in accordance with GAAP, (or, with respect to 
          unaudited financial statements, in the notes thereto and subject to 
          year-end review adjustments).

     b.   INVENTORY MAINTENANCE CERTIFICATE.  An Inventory Maintenance
          Certificate, in the form attached hereto as Schedule A, signed by an
          officer of the Borrower, and an Inventory Maintenance Certificate in
          the form attached hereto as Schedule B, from each Guarantor, each to
          be delivered to KBK within three (3) business days after the end of
          each week.

     c.   INVENTORY LISTING.  A list of each of the Obligor's inventory by
          location and type (to include the following: raw materials, work in
          process and finished goods) within three (3) business days after the
          end of each week of each fiscal year, in form and detail satisfactory
          to KBK.

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

     a.   FAILURE TO PAY INDEBTEDNESS.  Borrower shall fail to pay as and when
          due any part of the principal of, or interest on, the Notes or any
          other indebtedness or obligations now or hereafter owing to KBK by
          Borrower.

     b.   NON-PERFORMANCE OF COVENANTS.  Any of the Obligors shall breach any
          covenant or agreement made herein, in any of the other Loan 
          Documents, in the Purchase Agreement or in any other agreement now 
          or hereafter entered into between any of the Obligors and KBK.

     c.   FALSE REPRESENTATION.  Any warranty or representation made herein, in
          any of the other Loan Documents or in the Purchase Agreement shall be
          false or misleading in any material respect when made.

     d.   DEFAULT UNDER OTHER LOAN DOCUMENTS.  The occurrence of an event of
          default under any of the other Loan Documents, the Purchase Agreement
          or any other agreement now or hereafter entered into between any of
          the Obligors and KBK.

     e.   UNTRUE FINANCIAL REPORT.  Any report, certificate, schedule, 
          financial statement, profit and loss statement or other statement 
          furnished by Borrower or any Guarantor, or by any other person on 
          behalf of Borrower or any Guarantor, to KBK is not true and correct 
          in any material respect.

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