CONFIDENTIAL TREATMENT REQUEST
[*] Denotes  information  for which  confidential  treatment has been requested.
Confidential portions omitted have been filed separately with the Commission.



                           REVOLVING ACCOUNT TRANSFER
                             AND PURCHASE AGREEMENT
                                     (BATCH)


THIS  REVOLVING   ACCOUNT   TRANSFER  AND  PURCHASE   AGREEMENT   (Batch)  (this
"Agreement")  dated as of May 29, 1997 is entered into by and between ORYX POWER
PRODUCTS   CORPORATION,   a  Delaware   corporation  ("Power  Products"),   ORYX
INSTRUMENTS   AND   MATERIALS   CORPORATION,   a  Delaware   corporation   ("I&M
Corporation")  (both  collectively  referred to herein as  "Seller")  and *, a *
corporation  doing business as * ("*"). In consideration of the mutual covenants
and agreements contained herein, Seller and * hereby agree as follows:

                     SECTION 1. DEFINITIONS AND CONSTRUCTION

1.1      Definitions.  The following definitions shall apply throughout this 
         Agreement:

         "Account Payment" means that portion of the purchase price paid by * to
         Seller from time to time for the Accounts purchased hereunder.

         "Account Payment Base" means an amount equal to 85% of Eligible 
          Accounts.

         "Account(s)"  means the right of Seller to  payment  for goods  sold or
         leased or for services rendered which are not evidenced by a promissory
         note or  chattel  paper,  together  with  anything  else  defined as an
         "account"  in the UCC,  whether now  existing or  hereafter  created or
         arising.

         "Account Debtor" means the person or entity which is obligated on an 
          Account.

         "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.

         "Availability  Pool" means, at the time of determination  thereof,  the
         maximum  amount  available  for  an  Account  Payment  to  Seller,   as
         determined in accordance with the Availability Certificate.

         "Availability  Certificate" means a certificate in the form of Schedule
         A attached hereto duly executed by an authorized officer of Seller.

         "Base  Rate"  means  the  per  annum  variable  rate  (based  on a year
         consisting of 360 days and actual days elapsed)  established  from time
         to time by * without  notice to Seller as its Base Rate for purposes of
         calculating variable discounts under *'s account transfer agreements.

         "Batch Balance" means, at the time of  determination  thereof;  (i) the
         sum of all  Account  Payments  paid  by * to  Seller,  plus  all  fees,
         expenses and  Discounts  owing by Seller  hereunder  which are deducted
         from the  Availability  Pool from time to time, less (ii) the amount of
         all payments and  collections  received by * on the Accounts  purchased
         hereunder.  If the amount in clause (ii) is greater than the sum of the
         amounts in clause (i), the Batch Balance shall be a negative number.

         "Bill of Sale"  means the Bill of Sale in the form  attached  hereto as
         Schedule A-1 duly executed by an authorized officer of Seller.

         "Collateral" has the meaning given it in Subsection 8.1.

         "Collection  Report" means a report that provides the daily  collection
         activity   detailed  by  transaction   which  is  in  form  and  detail
         satisfactory to * , such detail to include the customer's name, payment
         date, invoice number and amount of payment for each transaction.

         "Concentration Limit" means the maximum amount of Accounts owing by any
         single  Account  Debtor  that may  qualify as  Eligible  Accounts.  The
         Concentration  Limit for any Account Debtor shall be $25,000.00  unless
         *, in *'s reasonable discretion, consents otherwise; provided, however,
         in no event shall the Concentration Limit for any Account Debtor exceed
         twenty-five percent (25%) of the Eligible Accounts.

         "Debit Account" means Account  No.________________ that Seller has with
         _________________  over which * shall have express written authority to
         debit pursuant to the terms of the Agreement.

         "Default  Rate"  means a per annum rate of  interest  equal to the Base
         Rate, plus six and one-half percent (6.5%).

         "Discount" has the meaning given it in Subsection 4.1.

         "Discount  Rate" means a variable  discount rate equal to the Base Rate
         in effect on such day,  plus  Three and  one-half  percent  (3.5%)  per
         annum,  subject to one or more adjustments  during the Term pursuant to
         the Performance  Based Pricing Addendum attached hereto and made a part
         hereof  for all  purposes;  provided,  however,  in no event  shall the
         Discount  Rate be less than seven  percent  (7%) per annum and upon the
         occurrence   of  an  Event  of  Default,   the   Discount   Rate  shall
         automatically  be equal to the Default  Rate.  If the Base Rate changes
         after  the date  hereof,  the  Discount  Rate  shall  be  automatically
         increased or decreased,  as the case may be,  without  notice to Seller
         from time to time as of the  effective  time of each change in the Base
         Rate.

         "Disputed Accounts" has the meaning given it in Subsection 9.5.

         "Eligible  Accounts" means, at the time of determination  thereof,  all
         Accounts  purchased  hereunder  except the  following:  (i) any Account
         which by its  terms is  payable  more  than  thirty  (30) days from the
         invoice  date,  unless  otherwise  agreed to in  writing by *; (ii) any
         Account which has been  outstanding for more than ninety (90) days from
         the invoice date;  (iii) to the extent that the  aggregate  outstanding
         amount owed by any single  Account  Debtor  exceeds  the  Concentration
         Limit,  any  amount in excess of the  Concentration  Limit owed by such
         Account  Debtor;  (iv) any  Account  that is owed by an Account  Debtor
         which is an  Affiliate  of Seller or an officer or  employee of Seller;
         (v) any  Account  that  arises  out of a sale  made,  goods  shipped or
         services  performed  outside of the United States or that is owed by an
         Account  Debtor  located  outside the United States unless such Account
         Debtor is subject to the  jurisdiction  of courts in the United  States
         with respect to such Account and unless  otherwise agreed to in writing
         by *; (vi) any  Account  that is owed by an Account  Debtor  which is a
         creditor or supplier  of Seller;  (vii) any Account  that is owed by an
         Account  Debtor  which has  asserted any defense or offset or which has
         contested  any  liability  with  respect  to such  Account;  (viii) any
         Account owed by an Account Debtor to Seller if more than 25% (in dollar
         amount)  of  such  Account  Debtor's   Accounts  owing  to  Seller  are
         outstanding  for more than ninety (90) days from the invoice date; (ix)
         any  Account the  Account  Debtor of which is the United  States or any
         department,  agency or  instrumentality  thereof,  unless  the right to
         payment under such Account is assigned to * in full compliance with the
         Assignment of Claims Act of 1940, as amended (31 U.S.C.  3727); (x) any
         Account  the  Account  Debtor of which is any state or any  department,
         agency or  subdivision  thereof  unless the right to payment under such
         Account is  assigned to * in full  compliance  with such  state's  laws
         pertaining to the  assignment of claims,  if any; (xi) any Account with
         respect to which Seller has furnished a payment and/or performance bond
         and that  portion  of any  Account  representing  retainage;  (xii) any
         Account owing by an Account Debtor for which there has been  instituted
         a proceeding in bankruptcy or a reorganization  under the United States
         Bankruptcy  Code  or  other  law,  whether  state  or  federal,  now or
         hereafter  existing for the relief of debtors;  (xiii) any Account with
         respect to which  goods are  placed on  consignment  or other  terms by
         reason of which payment by the Account Debtor may be  conditioned;  and
         (xiv) any Account (or portion of an  Account)  which,  * may  designate
         from time to time, in its  reasonable  discretion,  for exclusion  from
         Eligible Accounts.  In addition to the foregoing,  (1) an Account shall
         not be deemed an Eligible  Account  unless each of the  representations
         and  warranties  set forth in Section 7 of this  Agreement are true and
         correct (and remain true and correct at all times) with respect to such
         Account,  and (2) the gross face amount payable pursuant to the invoice
         related to an Account  shall be used for  purposes of  determining  the
         amount of an Account.

         "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.

         "ERISA  Plan" means any  pension  benefit  plan  subject to Title IV of
         ERISA  maintained  by Seller or any  Affiliate  thereof with respect to
         which Seller or any Affiliate has a fixed or contingent liability.

         "Event of Default" has the meaning given it in Section 12.

         "Facility Amount" means the amount of $4,000,000.00; provided, however,
         any amount over  $3,500,000.00  must be supported by an equal amount of
         unused availability under that certain Revolving Credit Promissory Note
         of even date herewith payable by the Parent Corporation to the order of
         * in the stated principal amount of $1,500,000.00.

         "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.

         "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 the purchase of any Account hereunder or any other
         transaction,  act, omission, event or circumstance in any way connected
         with or contemplated by this Agreement or the other Purchase  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 *'s rights or
         defense of *'s actions related to or arising out of this Agreement, the
         other  Purchase  Documents,  or  the  Account  Payments  or  use of the
         proceeds  thereof),  whether or not any  Indemnified  Person is a party
         hereto;  provided,  however,  the term  "Indemnified  Claims" shall not
         include  losses  incurred  by * from  the  financial  inability  of the
         Account Debtors to pay Accounts.

         "Indemnified  Persons"  shall  collectively  mean * and  its  officers,
         directors, shareholders, employees, attorneys, representatives, agents,
         Affiliates, successors and assigns.

         "Inventory" means all goods, now owned or hereafter  acquired by Seller
         and  wherever  located,  which  are held for sale or lease or are to be
         furnished under any contract of service (including,  but not limited to
         raw  materials,  work in process,  finished goods and materials used or
         consumed  in the  manufacture  or  production  thereof,  goods in which
         Seller has an interest  in mass or a joint or other  interest or rights
         of any kind,  and goods which have been returned to or  repossessed  or
         stopped in transit by Seller) and anything else defined as  "inventory"
         in the UCC.

         "Invoices and Related Data" has the meaning given it in Subsection 6.5.

         "Obligations" means all indebtedness, obligations and liabilities owing
         by Seller to * arising  under  this  Agreement  and the other  Purchase
         Documents,  and all other  indebtedness,  obligations  and  liabilities
         owing by Seller to *, whether presently  existing or hereafter arising,
         direct or indirect, primary or secondary,  joint, several, or joint and
         several, fixed or contingent, and whether originally payable to * or to
         a third  party  and  subsequently  acquired  by *  (including,  without
         limitation, all indebtedness,  obligations and liabilities of Seller to
         * arising by promissory note, indemnity,  guaranty, letter of credit or
         as  established  by  law  or by a  court  of  competent  jurisdiction);
         provided, that the term "Obligations" does not include any Discounts.

         "Parent Corporation" means Oryx Technology Corp., a Delaware 
          corporation.

         "Purchase Documents" means this Agreement and the documents, agreements
         and  instruments  required  by  *  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 Obligations owing hereunder).

         "Remittance Address" means __________________________________________.

         "Reserve" has the meaning given it in Subsection 5.1.

         "Sales  Journal"  means a report  that will  provide  the  daily  sales
         activity of Seller detailed by transaction  which is in form and detail
         satisfactory to *, such detail to include the customer's  name, date of
         sale, invoice number and sales amount for each transaction.

         "Subordinated  Debt" means  indebtedness  owing by Seller to a creditor
         other  than * which  has  been  subordinated  and  subject  in right of
         payment to the prior payment of all indebtedness and obligations now or
         hereafter owing by Seller to *, such subordination to be evidenced by a
         written agreement between Seller and the subordinated creditor which is
         in form and substance satisfactory to *.

         "Tangible Net Worth" means,  as of any date, the amount by which,  on a
         consolidated  basis, the Parent  Corporation's total assets exceeds its
         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.

         "Term" has the meaning given it in Subsection 14.4.

         "Termination  Event" means (a) the occurrence with respect to any ERISA
         Plan of (i) a  reportable  event  described in Sections  4043(b)(5)  of
         ERISA or (ii) any other  reportable  event described in Section 4043 of
         ERISA other than a reportable  event not subject to the  provision  for
         30-day notice to the Pension Benefit Guaranty Corporation pursuant to a
         waiver by such  corporation  under  Section  4043(a) of ERISA,  (b) the
         withdrawal  of Seller or any  Affiliate  of Seller  from any ERISA Plan
         during a plan year in which it was a "substantial  employer" as defined
         in Section  4001(a)(2)  of ERISA,  or (c) any event or condition  which
         might   constitute   grounds  under  Section  4042  of  ERISA  for  the
         termination  of, or the  appointment  of a trustee to  administer,  any
         ERISA Plan.

         "UCC" means the Uniform Commercial Code as in effect in the State of *,
as amended from time to time.

1.2      Construction. Terms defined in the UCC which are used and not otherwise
         defined herein shall have the meanings given them in the UCC. The terms
         defined  in this  Agreement  which  refer  to a  particular  agreement,
         instrument  or  document  also  refer  to  and  include  all  renewals,
         extensions and modifications of such agreement, instrument or document.
         All addenda,  exhibits and schedules  attached to this  Agreement are a
         part  hereof  for all  purposes.  Words in the  singular  form shall be
         construed  to include  the plural and vice  versa,  unless the  context
         otherwise requires.

1.3      Calculations and  Determinations.  The Batch Balance shall be increased
         by the amount of each  Account  Payment from the date each such payment
         is made by * to Seller and shall be  decreased  within  _____  business
         days after * receives  and  deposits  the  proceeds  of  collection  of
         Accounts.  If such collections cause the Batch Balance to be a negative
         amount,  such  negative  amount shall be  algebraically  subtracted  in
         computing  the  Availability  Pool  in  line  14  of  the  Availability
         Certificate so as to increase the Availability Pool. The purchase price
         for  Accounts  in  Subsection  2.2  shall  be  calculated,  insofar  as
         determining  the increase in the  Availability  Pool for the purpose of
         such calculation,  by taking into  consideration  such Accounts and the
         collections   thereof   without   giving   effect  to  the   concurrent
         fluctuations in the Availability Pool based on other factors, including
         without limitation, Account Payments, fees, Discounts, expenses and the
         collections of other Accounts.  For the purpose of Subsection 14.5, the
         amount of "Gross Sales" on and after the Termination Date, as set forth
         in each Availability  Certificate  prepared on or after the Termination
         Date, shall be deemed to be zero. Unless otherwise  expressly  provided
         herein or unless * otherwise  consents,  all financial  statements  and
         reports  furnished to * hereunder  shall be prepared and all  financial
         computations  and  determinations  pursuant  hereto  shall  be  made in
         accordance with GAAP.

              SECTION 2. PURCHASES OF ACCOUNTS AND ACCOUNT PAYMENTS

2.1      Account Payments. Subject to the terms of this Agreement, Seller agrees
         to offer  for sale  from  time to time and *  agrees  to  purchase  all
         Accounts of Seller.  It is the intention of the parties hereto that all
         Accounts sold to * from time to time  hereunder  will be considered and
         sold as one account or batch. The Account Payment paid to Seller at any
         time hereunder shall be an amount up to the  Availability  Pool at such
         time,   as  requested  by  Seller  on  the  most  recent   Availability
         Certificate  delivered  to * (or as  determined  by * on or  after  the
         Termination Date pursuant to Subsection 14.5).

2.2      Purchase  Price.  Except as set forth  herein,  the purchase  price for
         Accounts which are Eligible  Accounts at the time of their sale to * is
         the amount of increase in the Availability  Pool on the date of, and as
         a  result  of,  such  sales,   plus  the  amount  of  increase  in  the
         Availability Pool when such Eligible  Accounts are collected,  less the
         respective Discount.  The consideration provided by * to Seller for the
         purchase of any Accounts which are not Eligible Accounts at the time of
         their sale to * is the  contingent  increase  in, and the amount of any
         increase  in,  the  Availability  Pool if and when  such  Accounts  are
         collected, less the respective Discount; provided, however, if any such
         Accounts  become   Eligible   Accounts  after  their  sale  to  *,  the
         consideration  for the purchase of such Accounts shall also include the
         amount  of  increase  in the  Availability  Pool  resulting  from  such
         Accounts becoming Eligible Accounts.  All Accounts purchased during any
         time in which the Account  Payment  Base  exceeds the  Facility  Amount
         shall be deemed to be ineligible  Accounts for which the purchase price
         shall be as provided in the second sentence of this Subsection 2.2, and
         for this purpose such ineligible  Accounts may become Eligible Accounts
         if and to the extent that the Account  Payment  Base no longer  exceeds
         the Facility Amount.

          2.3 Notice of Sales.  In connection  with the initial sale of Accounts
         hereunder,   Seller  shall   deliver  to  *  a  signed  and   completed
         Availability  Certificate and a Bill of Sale which has a detailed aging
         of Accounts attached thereto, all in form and detail satisfactory to *.
         Seller must give prior written notice to * of any  subsequent  sales of
         Accounts  by  delivering  to  *  a  properly   completed   Availability
         Certificate,  together  with (i) Seller's  Sales  Journal  listing each
         Account  originated  or  generated  since  the  date  of  the  previous
         Availability  Certificate;  (ii) Seller's Collection Report listing all
         collections  received  on  Accounts  since  the  date  of the  previous
         Availability Certificate,  and (iii) Seller's Debit/Credit memo journal
         listing all returns, deductions and disputes on Accounts since the date
         of the previous Availability Certificate.

2.4      Verification.  Promptly after receiving each  Availability  Certificate
         and other reports required by Subsection 2.3, * shall,  based upon such
         Availability   Certificate  and  such  other  information  provided  or
         otherwise  available to *, verify and, if  necessary,  redetermine  the
         Availability Pool, which verification or  redetermination,  as the case
         may be,  shall take effect  immediately  and remain in effect until the
         next such verification or redetermination.  If all conditions precedent
         to the sale of  Accounts  and the  Account  Payment  requested  by such
         Availability  Certificate  have  been  met,  then  * will  on the  date
         specified  in such request  purchase  the subject  Accounts and pay the
         appropriate  Account  Payment to Seller by wire or ACH  transfer  to an
         account of Seller,  as designated in writing by Seller.  *'s acceptance
         of the Accounts  offered for sale by Seller from time to time hereunder
         shall be evidenced by * adjusting the Availability  Pool as a result of
         the  purchase  of such  Accounts.  In the event * does not  receive  an
         appropriately completed Availability  Certificate and the other reports
         required by  Subsection  2.3, * shall have no  obligation to verify the
         Availability Pool,  purchase any further Accounts or pay any additional
         Account  Payments  until  such  time  as *  shall  have  received  such
         information.

2.5      Sale of Accounts. Seller hereby sells, transfers, assigns and otherwise
         conveys  to * (as a sale by  Seller  and a  purchase  by *,  and not as
         security for any of the  Obligations),  without  recourse except to the
         limited  extent  expressly  provided  herein,  all  right,  title,  and
         interest of Seller in and to the Accounts  represented  by the invoices
         listed  on  the  attachments  to  any  Bill  of  Sale  or  Availability
         Certificate  delivered to * pursuant to this  Agreement,  together with
         all  related  rights  (but not  obligations)  of  Seller  with  respect
         thereto, including all contract rights, guarantees,  letters of credit,
         liens in favor of Seller,  collateral,  insurance and other  agreements
         and arrangements of whatever  character from time to time supporting or
         securing payment of such Accounts, all of the Invoices and Related Data
         (as defined in Subsection 6.5) with respect to such Accounts and right,
         title and interest of Seller in any related goods,  including  Seller's
         rights and remedies under * of the UCC. The foregoing  sale,  transfer,
         assignment  and  conveyance  does not constitute and is not intended to
         result in an assumption  by * of any  obligation of Seller or any other
         person in  connection  with  Accounts  or  related  rights or under any
         agreement or instrument relating thereto.  Seller agrees to execute and
         deliver such bills of sale, assignments,  letters of credit, notices of
         assignment,  financing statements (including  continuation  statements)
         under the UCC and other  documents,  and make such entries and markings
         in its books and records, and to take all such other actions (including
         the  negotiation,  assignment  or  transfer  of  negotiable  documents,
         letters  of credit or other  instruments)  as * may  request to further
         evidence or protect the sale and  assignments  of Accounts  and related
         rights to * hereunder, as well as *'s interest in any returned goods.

2.6      Excess Batch  Balance.  The Batch  Balance shall not at any time exceed
         the  lesser of (i) the  Account  Payment  Base,  and (ii) the  Facility
         Amount.  If for any reason the Batch  Balance  should  ever  exceed the
         Account  Payment Base or the Facility  Amount,  whichever is less,  all
         Accounts purchased by * while such excess exists and continues shall be
         deemed to be ineligible  Accounts for which the purchase price shall be
         as provided  in the second  sentence of  Subsection  2.2,  and for this
         purpose such ineligible Accounts may become Eligible Accounts if and to
         the extent that such excess no longer exists.

                         SECTION 3. CONDITIONS PRECEDENT

3.1      Conditions Precedent. *'s obligation hereunder to purchase any Accounts
         or pay any Account Payment the purchase of any such Accounts (including
         the first  purchase)  under the terms and conditions of Agreement shall
         be subject to the conditions  precedent that as of the date of any such
         purchase or payment and after giving effect thereto: (i) * has received
         this  Agreement and all other  Purchase  Documents  which have all been
         appropriately executed by Seller and all other proper parties; (ii) all
         representations  and  warranties  made in this  Agreement and the other
         Purchase  Documents  are  true on and as of the  date  of such  Account
         Payment (except to the extent such  representations  and warranties are
         with  respect to  financial  statements  which are  delivered to * that
         speak as of a  particular  date and to the  extent  that the facts upon
         which such  representations  and warranties are based have been changed
         by  the  transactions  contemplated  in  this  Agreement)  as  if  such
         representations  and  warranties  had been  made as of the date of such
         purchase of Accounts and Account  Payment;  (iii) Seller has  performed
         and complied with  agreements and  conditions  required in the Purchase
         Documents  to be  performed  or complied  with by it on or prior to the
         date of such purchase of Accounts and Account Payment; (iv) no Event of
         Default,  or an event with  which the  passage of time or the giving of
         notice,  or  both,  shall  become  an Event of  Default,  has  occurred
         hereunder or under any of the other Purchase  Documents;  (v) there has
         been no material adverse change in Seller's financial  condition or its
         business  since the date of the most  recent  financial  statements  of
         Seller supplied to *; (vi) such purchase of Accounts or Account Payment
         shall not be  prohibited by any law or a regulation or any order of any
         court or  governmental  agency or  authority;  and  (vii) * shall  have
         received all fees and expenses owing hereunder.

                 SECTION 4. DISCOUNTS, FEES, EXPENSES AND TAXES

4.1      Discounts.  The purchase  price for the  Accounts  will be reduced by a
         discount  (the  "Discount").  The Discount  will be computed on a daily
         basis by  multiplying  the Batch Balance by the Discount Rate in effect
         from day to day. Seller hereby authorizes *, in *'s sole discretion, to
         make the  adjustment to the purchase price of the Accounts from time to
         time (but not less  frequently  than monthly) which is  attributable to
         the Discount by (i) reducing the Availability  Pool; (ii) deducting the
         Discount from any Account Payment; (iii) debiting the Debit Account, or
         (iv) using any combination of the foregoing.

4.2      Origination  Fee. Seller shall pay to * a origination fee in the amount
         of seventy-five one hundredths percent (.75%) of Facility Amount,  with
         50% of such fee  payable on or before the 30th day from the date hereof
         and 50% of such fee  payable  on or  before  the 60th day from the date
         hereof.  Seller hereby authorizes *, in *'s sole discretion,  to deduct
         the origination fee from the first Account Payment.  The portion of any
         up-front  deposit  delivered  to * by Seller  which is in excess of *'s
         costs and expenses  (including,  without  limitation,  attorneys' fees)
         may, at *'s option,  be applied by * to the payment of the  origination
         fee. This  authorization  shall not affect  Seller's  obligation to pay
         such sums to * when due.  Seller and *  acknowledge  and agree that the
         origination fee is reasonable compensation to * for making the facility
         available under the terms of this Agreement and for no other purpose.

4.3      Servicing Fee.  Seller hereby agrees to pay a monthly  servicing fee on
         the first day of each calendar month during the Term equal to one tenth
         of one percent  (.50%) based on the average daily Batch Balance  during
         the  immediately  preceding  month,  subject to the  Performance  Based
         Pricing Addendum  attached hereto as Exhibit "A". If the first calendar
         month covers less than a full month,  the  servicing fee for such month
         shall be prorated.  Seller hereby authorizes *, in *'s sole discretion,
         to collect the servicing fee (i) by reducing the  Availability  Pool by
         the  amount  of such  fee;  (ii) by  deducting  such fee from the first
         Account  Payment  after such fee is due;  (iii) by  debiting  the Debit
         Account,  or (iv) by using any  combination of the foregoing.  Such fee
         shall  be  paid  to * so long as  this  Agreement  is in  effect.  This
         authorization  shall not affect Seller's obligation to pay such sums to
         * when due.  Seller and * acknowledge  and agree that the  availability
         fee is reasonable compensation to * for continuing to make the facility
         available under the terms of this Agreement and for no other purpose.

4.4      Monthly Fee.  Seller hereby agrees to pay to * on the first day of each
         calendar month during the Term a monthly fee equal to Five Thousand and
         No/100 dollars ($5,000.00) less the Discounts and servicing fee for the
         prior  month.  If the first  calendar  quarter  covers less than a full
         quarter,  the monthly fee for such quarter  shall be  prorated.  Seller
         hereby authorizes *, in *'s sole discretion, to collect the monthly fee
         (i) by reducing the  Availability  Pool by the amount of such fee; (ii)
         by deducting such fee from the first Account  Payment after such fee is
         due;  (iii)  by  debiting  the  Debit  Account,  or (iv) by  using  any
         combination  of the  foregoing.  Such fee shall be paid to * so long as
         this  Agreement  is in  effect.  This  authorization  shall not  affect
         Seller's  obligation  to pay  such  sums to * when  due.  Seller  and *
         acknowledge  and agree that the monthly fee is reasonable  compensation
         to * for continuing to make the facility  available  under the terms of
         this Agreement and for no other purpose.

4.5      Attorneys'  Fees.  Seller  agrees to pay or reimburse * upon demand for
         all reasonable attorneys' fees, court costs and other expenses incurred
         by * (whether or not litigation is commenced or judgment issued, and if
         litigation  is commenced  whether at trial or any  appellate  level) in
         preparation,   negotiation,  and  enforcement  of  this  Agreement  and
         protecting or enforcing  its ownership  interest in the Accounts or its
         security interest in the Collateral,  in collecting the Accounts, or in
         the  representation  of * in  connection  with any  bankruptcy  case or
         insolvency  proceeding  involving Seller, the Collateral or any Account
         Debtor. Seller hereby authorizes *, in *'s sole discretion,  to collect
         such fees,  costs and expenses (i) by reducing the  Availability  Pool;
         (ii) by deducting  such amounts from any Account  Payment(s);  (iii) by
         debiting the Debit  Account,  or (iv) by using any  combination  of the
         foregoing.  This authorization  shall not affect Seller's obligation to
         pay such sums to * on demand.

4.6      Expenses.  * shall be entitled to reimbursement upon demand for all out
         of  pocket  expenses  incurred  by * in the  course of  performing  its
         functions with respect to this Agreement, including without limitation,
         the  following:  lock box  charges,  long-distance  telephone  charges,
         postage,  credit  reports,  wire  transfers,   check  copying  charges,
         overnight  mail  delivery,  UCC and tax lien  searches and filing fees.
         Seller  hereby  authorizes *, in *'s sole  discretion,  to collect such
         expenses (i) by reducing the Availability  Pool; (ii) by deducting such
         amounts  from any  Account  Payment(s);  (iii) by  debiting  the  Debit
         Account,  or (iv) by  using  any  combination  of the  foregoing.  This
         authorization  shall not affect Seller's obligation to pay such sums to
         * on demand.

4.7      Default  Rate.  All past due  amounts  owed by Seller  to *  hereunder,
         including  but not  limited to past due fees and  expenses,  shall bear
         interest  at the  Default  Rate and shall be payable on demand.  Seller
         hereby authorizes *, in *'s sole discretion, to collect such amounts by
         (i) reducing the  Availability  Pool;  (ii) deducting such amounts from
         Account Payment(s); (iii) debiting the Debit Account, or (iv) using any
         combination  of the  foregoing.  Upon  the  occurrence  of an  Event of
         Default,  all Obligations shall bear interest at the Default Rate. This
         authorization  shall not affect Seller's obligation to pay such sums to
         * on demand.

4.8      Taxes.  All taxes and  governmental  charges of any kind  imposed  with
         respect to the sale of goods or rendering  of services  relating to the
         Accounts shall remain for the account of, and be paid by, Seller.

                               SECTION 5. RESERVE

5.1      Establishment of Reserve.  At any time after the occurrence of an Event
         of Default hereunder,  * may, at its election,  withhold and accumulate
         all or any  portion  of any  Account  Payment  to  maintain  a  reserve
         ("Reserve") in an amount that * reasonably  deems  necessary to collect
         any Obligations which may become due by Seller to *.

5.2      Offset  Against  Reserve.  Seller  hereby  authorizes * to offset,  
         without  prior  notice to Seller,  and charge against the Reserve any 
         and all Obligations which Seller may owe to *.

5.3      Distribution  of the  Reserve.  To the extent an Event of  Default  for
         which *  established  the  Reserve  is  cured  in a  manner  reasonably
         acceptable to * and * has not  exercised  *'s rights to terminate  this
         Agreement  because  of such  Event  of  Default,  * will  increase  the
         Availability  Pool by the amount of the  Reserve  and will no longer be
         entitled  to  withhold  and  accumulate  Account  Payments  pursuant to
         Subsection 5.1 or to offset and charge against the Reserve  pursuant to
         Subsection  5.2,  provided  that *'s  rights  under  Section 5 shall be
         reinstituted if a subsequent Event of Default occurs.

               SECTION 6. REPRESENTATIONS AND WARRANTIES OP SELLER

Each Seller  represents and warrants with respect to such Seller,  and upon each
delivery to * of an Availability  Certificate further represents and warrants as
of the date of delivery of the Availability Certificate, to * as follows:

6.1      Existence. Seller is a corporation duly organized, validly existing and
         in good standing under the laws of the state of its  incorporation  and
         is qualified  and  authorized to do business and is in good standing in
         all states in which such qualification and good standing are necessary.
         Seller has all requisite  power and authority to execute this Agreement
         and the other Purchase Documents to which Seller is a party.

6.2      No Violation of Law. The execution,  delivery and performance by Seller
         of this Agreement and the other Purchase Documents to which Seller is a
         party do not and will not  constitute a violation of any applicable law
         or of Seller's  articles or certificate of  incorporation  or Bylaws or
         any material breach of any other  document,  agreement or instrument to
         which Seller is a party or by which Seller is bound.

6.3      Binding  Obligations.  The execution,  delivery and  performance of the
         Agreement and the other  Purchase  Documents to which Seller is a party
         have been duly authorized by all necessary  corporate  action by Seller
         and  constitute  legal,   valid  and  binding   obligations  of  Seller
         enforceable  against Seller in accordance with their respective  terms,
         except as may be 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.

6.4      Executive Office. The address set forth below Seller's signature hereon
         is Seller's  mailing  address,  its chief executive  office,  principal
         place of  business  and the office  where all of the books and  records
         concerning the Accounts are maintained.

6.5      Possession  of Invoices  and Related  Data.  Seller has and will retain
         possession   of  the   following   in  trust  for  the   benefit  of  *
         (collectively,  the "Invoices and Related Data"):  (a) true and correct
         copies of all invoices evidencing each Account sold to * hereunder; (b)
         evidence  of  delivery  of all  goods  or  completion  of all  services
         relating to each such  Account;  and (c) a current  listing of all open
         and  unpaid  Accounts  sold to *  hereunder,  together  with the names,
         addresses, contact persons and telephone numbers of each Account Debtor
         until such time as * picks up or, at *'s request, Seller delivers to *,
         the Invoices and Related  Data.  Although the Invoices and Related Data
         are in the possession of Seller,  ownership thereof is transferred to *
         contemporaneously with the purchase of the related Accounts.

6.6      True and Correct  Information.  All information provided by Seller to *
         during  its  evaluation  of  the  transactions  anticipated  by  and in
         connection  with  this  Agreement,  including  applications,   reports,
         financial  statements,  and the  statements  made therein were true and
         correct at the time made and remain  true and  correct at the time that
         this  Agreement  is  executed,  except  to  the  extent  the  financial
         statements speak as of a particular date.

6.7      Taxes.  Seller has 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 Seller presently on file,
         judgment  entered  against  Seller  or  levy  on or  attachment  of its
         property outstanding or reasonably anticipated.

6.8      Full  Disclosure.  There is no fact which Seller has not disclosed to *
         in writing  which could  materially  adversely  affect the  properties,
         business or financial  condition of Seller, the Accounts sold hereunder
         or any of the  Collateral,  or which is  necessary  to be  disclosed in
         order  to keep  any of the  representations  and  warranties  contained
         herein or in any other Purchase Document from being misleading.

6.9      ERISA  Compliance.  Seller  is  in  compliance  with  ERISA  concerning
         Seller's  ERISA Plan,  if any, or is not required to  contribute to any
         "multi-employer plan" as defined in Section 4001 of ERISA.

6.10     Compliance  with Laws.  Seller is  conducting  its business in material
         compliance  with all  applicable  laws,  including  but not  limited to
         applicable  Environmental Laws and the Fair Labor Standards Act and has
         and is in compliance  with all licenses and permits  required under any
         such laws. Seller does not have any known material contingent liability
         under any  Environmental  Law.  Seller  will  continue to comply in all
         material  respects  with  all  Environmental   Laws  now  or  hereafter
         applicable to Seller and shall obtain, at or prior to the time required
         by applicable Environmental Laws, all environmental,  health and safety
         permits,   licenses  and  other   authorizations   necessary   for  its
         operations.  Seller will promptly  furnish to * all written  notices of
         violation,  complaints, penalty assessments, suits or other proceedings
         received  by  Seller  with  respect  to  any  alleged  violation  of or
         non-compliance with any Environmental Laws.

6.11     Assumed  Names.  Except as may be listed on  Schedule B attached  
         hereto,  Seller does  business  under no trade or assumed names.

                               SECTION 7. ACCOUNTS

As to the Accounts of each Seller, such Seller hereby represents and warrants to
* with respect to each Account offered for sale by such Seller to * hereunder as
follows:

7.1      Owner. Seller is the sole owner of such Account,  which Account is free
         and clear of any liens, claims,  equities and encumbrances  whatsoever,
         and upon the  purchase by * of such  Account,  * will own such  Account
         free  and  clear  of  any  liens,  claims,  equities  and  encumbrances
         whatsoever  and the  consideration  received  by Seller from * for such
         Account is fair and adequate.

7.2      Authority to Sell.  Seller is the sole  obligee  under such Account and
         has full power and is duly authorized to sell, assign and transfer such
         Account to * hereunder,  and,  except as such Account is disclosed to *
         as an ineligible Account  concurrently with the sale of such Account to
         *, the date of sale of such  Account is not more than 30 days after the
         date of the original invoice relating to such Account.

7.3      Full Payment Expected.  Seller has no knowledge of any fact which would
         lead it to expect that,  at the date of sale of such Account to *, such
         Account will not be paid in the full stated amount when due,  except as
         such Account is disclosed to * as an ineligible Account.

7.4      Bona Fide Account. Such Account is valid and enforceable and arises out
         of a bona  fide  sale or lease  of  conforming  goods or the bona  fide
         rendition  of services by Seller,  and all  underlying  goods have been
         delivered to the Account Debtor,  or all underlying  services have been
         rendered  by Seller,  in complete  fulfillment  of all of the terms and
         conditions of a fully  executed,  delivered  and unexpired  contract or
         purchase  order with the Account  Debtor,  and the  Account  Debtor has
         accepted the goods or services to which the Account relates,  except as
         such Account is otherwise disclosed to * as an ineligible Account. Such
         Account  constitutes the legal, valid and binding payment obligation of
         the Account Debtor, enforceable in accordance with its terms (except as
         such   enforceability   may  be  limited  by   applicable   bankruptcy,
         insolvency, reorganization,  moratorium or other similar laws affecting
         the enforcement of creditors' rights generally), except as such Account
         is disclosed to * as an ineligible Account.

7.5      Payable in U.S. Dollars.  Such Account is denominated and payable only 
         in United States dollars.

7.6      Account is Not Past Due. Such Account is current and not past due as of
         the  date of sale of such  Account  to *  (except  as such  Account  is
         otherwise disclosed to * as an ineligible  Account),  has not been paid
         by or on behalf of the Account  Debtor in whole or in part,  and, if it
         is an Eligible Account,  is not and will not be subject to any dispute,
         recision, setoff,  recoupment,  defense or claim by the Account Debtor,
         whether relating to price,  quality,  quantity,  workmanship,  delay in
         delivery, setoff,  counterclaim or otherwise, and, if it is an Eligible
         Account,  the Account  Debtor has not and will not claim any defense of
         any kind or character  (other than  bankruptcy  or  insolvency  arising
         after the date of such sale of such  Account  to *  hereunder)  against
         payment of such Account.

7.7      U.S.  Account Debtor.  As of the date of purchase by * of such Account,
         the Account Debtor with respect to such Account is located  (within the
         meaning of Section  9-103 of the UCC) and has its  principal  executive
         offices within the United  States,  except as such Account is disclosed
         to * as an  ineligible  Account  concurrently  with  the  sale  of such
         Account to *.

7.8      Remittance  Address.  The invoice  related to such  Account sets forth 
         as its sole address for payment the Remittance Address.

                              SECTION 8. COLLATERAL

8.1      Grant of  Security  Interest.  In order to secure  the  payment  of all
         Obligations,  Seller hereby grants to * a security interest in and lien
         upon  all of  Seller's  right,  title  and  interest  in and to (a) all
         Accounts not purchased  hereunder and all present and future contracts,
         contract  rights,  chattel  paper,  documents,   instruments,   drafts,
         acceptances,  deposit accounts and general intangibles now or hereafter
         owned by Seller (including, without limitation, the Reserve), all money
         and other  funds of Seller  which  may now or  hereafter  come into the
         possession,  custody  or  control of * and in any case where an account
         arises from the sale of goods,  all of  Seller's  right,  interest  and
         interest in such goods (including,  without limitation, all returned or
         repossessed  goods and all of  Seller's  rights of stoppage in transit,
         replevin and reclamation as unpaid  vendor);  (b) all Inventory and all
         accessions thereto and products thereof and documents therefor; (c) all
         books  and  records  pertaining  to the  foregoing,  including  but not
         limited to computer programs, data, certificates,  records, circulation
         lists,  subscriber lists,  advertiser lists,  supplier lists,  customer
         lists,  customer and supplier  contracts,  sales orders, and purchasing
         records;  and (d) all  proceeds  of the  foregoing,  including  without
         limitation,   all  insurance  payable  by  reason  of  loss  or  damage
         (collectively, the "Collateral").

8.2      Perfection.  Seller agrees to comply with all applicable  laws in order
         to perfect *'s security  interest in and to the Collateral,  to execute
         any financing statement(s) or additional documents as * may require and
         to deliver to * landlord and or mortgagee  lien waivers with respect to
         each site  where  Inventory  is located  and which is either  leased by
         Seller or has been mortgaged by Seller, upon request by *.

8.3      Representations and Warranties.  Seller represents and warrants to * as
         follows with respect to the Collateral:

         (a)      Seller has not executed any other security agreement currently
                  affecting the Collateral or any financing  statement regarding
                  the  Collateral  (other  than those in favor of *, those to be
                  released  with the  closing of this  Facility,  those that may
                  cover  Power  Products'  equipment  located in  Mexico,  those
                  covering  leased  equipment  or  otherwise  disclosed  to  and
                  consented  by  *  in  writing),  and  no  financing  statement
                  executed  by Seller  is now on file  which  covers  any of the
                  Collateral  (other  than in favor of *,  those to be  released
                  with the closing of this facility,  those that may cover Power
                  Products'  equipment located in Mexico,  those covering leased
                  equipment or as otherwise  disclosed to and  consented by * in
                  writing);

         (b)      All Collateral is and will be owned by Seller,  free and clear
                  of all  other  liens,  encumbrances,  security  interests  and
                  claims  (except as otherwise  consented by * in writing),  and
                  shall be kept at address  set forth below  Seller's  signature
                  hereon  and at  such  other  addresses  as may  be  listed  in
                  Schedule C attached hereto,  and Seller shall not (without the
                  written consent of *) remove the Collateral  therefrom  except
                  for  the  purpose  of  selling  or  leasing  Inventory  in the
                  ordinary course of business.

8.4      Existing  Security  Interest.  In the  event a  security  interest  has
         heretofore   been  granted  and  given  to  *  by  Seller  in  a  prior
         agreement(s) or document(s) to secure certain obligations, then in such
         event, and notwithstanding  anything in this Agreement to the contrary,
         the lien and security  interest herein granted and given to * hereunder
         is in renewal and continuation,  and not in extinguishment of, all such
         prior  liens  and  security  interests  and  continue  to be valid  and
         subsisting liens and security  interests to secure all prior,  existing
         and future Obligations.

                                               SECTION 9. COVENANTS

So long as this Agreement shall be in effect or any of the Obligations  shall be
outstanding,  Seller agrees and covenants that, unless * shall otherwise consent
in writing:

9.1      Sale  of  Accounts.  Subject  to  the  terms  and  conditions  of  this
         Agreement, Seller will sell to * hereunder all Accounts existing at the
         time of each  Availability  Certificate  permitted  or  required  to be
         delivered to * under Subsection 9.14.

9.2      Books and  Records.  Seller  will  maintain  its books and  records  in
         accordance  with GAAP,  applied  on a  consistent  basis,  at its chief
         executive office set forth in Subsection 6.4.

9.3      No Other  Liens.  Seller  will not execute any  security  agreement  or
         financing statement covering any of the Accounts purchased hereunder or
         the Collateral,  other than (i) liens and security  interests  securing
         indebtedness owing to *, (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 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 * in writing (including the lien
         covering  equipment  at  Power  Product's  Mexico  location  and  those
         financing statements covering leased equipment).

9.4      Notice of False  Representation.  Seller agrees to notify * immediately
         of any breach by Seller of any  representation,  warranty  or  covenant
         contained  herein or in the event any  representation  or warranty made
         herein becomes false at any time.

9.5      Notice of Disputed  Account.  Seller agrees to notify * immediately  of
         the  assertion  by any  Account  Debtor of any  dispute or other  claim
         (including any defense or offset  asserted by any Account  Debtor) with
         respect to any  Account  sold to *  hereunder,  or with  respect to any
         related  goods or services  ("Disputed  Accounts").  Upon *'s  request,
         Seller  agrees to settle,  at its own expense and for the benefit of *,
         all Disputed Accounts; provided, that any such settlement shall be made
         only with the prior written consent of *.

9.6      Right of Inspection.  Seller agrees to permit * to visit its properties
         and installations  and to examine,  audit and make and take away copies
         or  reproductions  of Seller's  books and  records,  at all  reasonable
         times.  Seller  also agrees to pay all costs  associated  with any such
         audits,   which  are  currently  $700.00  per  day,  per  person,  plus
         out-of-pocket  expenses, but prior to an Event of Default, Seller shall
         not be required to pay for more than one such audit per fiscal quarter.

9.7      Notice of Material Change/Litigation. Seller shall promptly notify * in
         writing (a) any material adverse change in Seller's financial condition
         or its  business,  and (b) any  litigation or claims  affecting  Seller
         which could  materially  adversely  affect the  financial  condition of
         Seller.

9.8      Notice of Name or Address  Change.  Seller  will notify * in writing 30
         days  prior to any change in (a) the name of Seller or any of the names
         under which it is  conducting  business as specified on Schedule B, (b)
         the address of Seller's chief  executive  office or principal  place of
         business as described in Subsection 6.4, (c) the location of the office
         where the records concerning  Accounts are maintained,  (d) the opening
         of any new place of business or location where  Collateral may be kept,
         and (e) the  closing  of any of its  existing  places  of  business  or
         locations described on Schedule C. Seller agrees to execute and deliver
         to * financing  statements and such other documents as * may request in
         order to obtain and/or  maintain a perfected  security  interest in the
         Collateral.

9.9      Taxes.  Seller will pay and discharge when due all assessments,  taxes,
         governmental charges and levies, of every kind and nature, imposed upon
         Seller  or its  properties,  income  or  profits,  prior  to  the  date
         penalties  would attach,  and all lawful claims that, if unpaid,  might
         become  a lien or  charge  upon any of  Seller's  property,  income  or
         profits:  provided,  however,  Seller  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)
         Seller 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.

9.10     Liquidations;  Mergers.  Seller shall not merge or consolidate  with or
         into  any  other  entity   (except  a  merger  of  Seller  into  Parent
         Corporation or into another  subsidiary of the Parent  Corporation)  or
         liquidate,  dissolve or otherwise cease conducting business,  except in
         connection with the sale of substantially all of Power Products' assets
         as long as * receives 10 days prior written  notice of any such sale by
         Power Products.

9.11     Sale of Assets. Seller shall not sell, transfer or otherwise dispose of
         its assets,  other than (i)  inventory  in the  ordinary  course of its
         business,  (ii) as necessary to replace obsolete  equipment,  and (iii)
         substantially all of the assets of Power Products as long as * receives
         10 days prior written notice of any such sale.

9.12     Transfer  of  Ownership.  Seller  shall not permit the sale,  pledge or
         other  disposition  of any  ownership  interest  in  Seller;  provided,
         however,  all the ownership of Power  Products may be sold as long as *
         receives 10 days prior written notice of any such sale.

9.13     Proper Reporting.  Seller agrees to properly reflect the effect of this
         Agreement,  and all sales of Accounts related thereto, in all financial
         reports and  disclosures,  written or  otherwise,  provided to Seller's
         creditors and other interested parties. Seller specifically agrees that
         all Accounts  purchased by * hereunder  will be excluded  from Seller's
         reported accounts receivable balances.

9.14     Delivery of  Availability  Certificate.  Seller  shall  deliver to * an
         updated  Availability  Certificate (i) with each request for an Account
         Payment, and (ii) on a weekly basis throughout the Term, whether or not
         Seller requests an Account Payment, in each instance accompanied by the
         related reports described in Subsection 2.3.

9.15     Accounts  Receivable  and  Accounts  Payable  Aging.  Seller  agrees to
         deliver  to * within  three  (3) days  after  each  week,  an  Accounts
         Receivable aging report and an Accounts  Payable aging report,  in form
         and detail satisfactory to *.

9.16     Financial Statements.  Seller agrees to furnish to * (a) within 90 days
         after  the  last  day of each  fiscal  year of  Seller  a  consolidated
         statement  of income  and a  consolidated  statement  of cash  flows of
         Seller for such fiscal year, and a consolidated balance sheet of Seller
         as of the last day of such  fiscal  year,  together  with an  auditor's
         report thereon by an independent certified public accountant (if Seller
         generally obtains such an auditor's  report),  (b) within 45 days after
         the  last  day  of  each  fiscal   quarter  of  Seller,   an  unaudited
         consolidated  statement of income and statement of cash flows of Seller
         for such fiscal quarter, and an unaudited consolidated balance sheet of
         Seller as of the last day of such  fiscal  quarter,  and (c)  within 30
         days after the last day of each month,  monthly unaudited  consolidated
         statements  of income  and  statements  of cash flows of Seller and any
         affiliates for each month an unaudited balance sheets of Seller and any
         affiliates as of the end of each month.  Seller 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 Seller for the  period set forth  therein,  and that each
         such balance sheet will fairly present,  in all material respects,  the
         financial condition of Seller as of the date set forth therein,  all in
         accordance  with  GAAP,  (or,  with  respect  to  unaudited   financial
         statements,  in the notes thereto). Seller also agrees to furnish to *,
         upon  request,  such  additional  financial  and  business  information
         concerning  Seller  and  its  business  as *  may  reasonably  request,
         including  copies  of its  Form 941  returns  filed  with the  Internal
         Revenue Service and evidence of payment of related taxes.

9.17     Financial Covenants.  Seller agrees to maintain the following financial
         covenant while this Agreement remains in effect:

         (a)  Tangible  Net  Worth.  At the  end of  each  fiscal  quarter,  the
              Tangible Net Worth,  calculated  on a pro forma basis  (i.e.,  add
              back purchased  Accounts and factored  balance),  of not less than
              $4,250,000.00; provided, however, Seller shall have an opportunity
              to cure any breach of this financial  covenant within 25 five days
              from  the  earlier  of (i)  the  date  which  * is due to  receive
              financial   statements  which  would  show  a  violation  of  this
              covenant,  or (ii) the date of *'s receipt of financial statements
              showing a violation of such covenant.


                             SECTION 10. RIGHTS OF *

10.1     Notification of Account Debtors. * shall have the right at any time (i)
         after the  occurrence  of an Event of  Default  and  without  notice to
         Seller,  (ii) if * believes in good faith the  prospect  for payment or
         performance  under this Agreement and the other  Purchase  Documents is
         materially  impaired,  or (iii) * in good faith believes  Seller is not
         diligently pursuing appropriate collection efforts against a particular
         Account  Debtor which is delinquent  (collectively,  the  "Notification
         Events"),  to  notify  any or all  Account  Debtors  of the sale of the
         Accounts to * and to direct such Account Debtors to make payment of all
         amounts  due  or to  become  due to  Seller  directly  to * to  enforce
         collection of any Accounts purchased  hereunder or collection of any of
         the  Collateral  and to  adjust,  settle or  compromise  the  amount or
         payment thereof.  * agrees to attempt to give prior notice to Seller of
         *'s  notification  of  Account  Debtors  based  upon  clause (i) in the
         foregoing sentence but * shall have no liability for failure to provide
         any such notice and Seller's  obligations  hereunder and the provisions
         of this Agreement shall not be affected by *'s failure to give any such
         notice.  * agrees to give prior written  notice to Debtor if * notifies
         Account  Debtors as a result of the  Notification  Events  described in
         clause (ii) and (iii) in the first sentence of this Subsection,  and to
         only notify the Account Debtor which is delinquent if  notification  is
         based solely on clause (iii).

10.2     Collections.  All payments and  collections  of Accounts  received by *
         shall belong to * as owner of the Accounts.

10.3     Right to  Collect.  After the  occurrence  of any  Notification  Event,
         Seller  authorizes * to collect,  sue for and give  releases for and in
         the name of  Seller or * in *'s sole  discretion,  all  amounts  due on
         Accounts  sold to *  hereunder.  Seller  specifically  authorizes  * to
         endorse, in the name of Seller, all checks,  drafts,  trade acceptances
         or other  forms of payment  tendered  by Account  Debtors in payment of
         Accounts sold to * hereunder  and made payable to Seller.  * shall have
         no  liability  to Seller  for any  mistake  in the  application  of any
         payment  received  with respect to any  Account,  IT BEING THE SPECIFIC
         INTENT OF THE PARTIES  HERETO THAT * SHALL HAVE NO LIABILITY  HEREUNDER
         FOR ITS OWN NEGLIGENCE, except for its own gross negligence and willful
         misconduct.  After the  occurrence of any  Notification  Event,  Seller
         hereby  waives  notice of nonpayment of any Account sold to * hereunder
         as well as any and all other  notices  with  respect to such  Accounts,
         demands or  presentations  for  payment  and agrees  that * may extend,
         renew or modify from time to time the  payment of, or vary,  reduce the
         amount  payable  under or  compromise  any of the terms of, any Account
         purchased  by *, in each  case  without  notice  to or the  consent  of
         Seller.  After the occurrence of any Notification Event, Seller further
         authorizes  * (or its  designee) to open and remove the contents of any
         post office box of Seller which * believes  contains  mail  relating to
         Accounts,  and in connection therewith or otherwise,  to receive,  open
         and dispose of mail  addressed to Seller which * believes may relate to
         Accounts, and in order to further assure receipt by * (or its designee)
         of mail relating to such  Accounts,  to notify other parties  including
         customers and postal  authorities to change the address for delivery of
         such mail  addressed  to Seller to such address as * may  designate.  *
         agrees to use reasonable  measures to preserve the contents of any such
         mail  which does not  relate to the  Accounts  of Seller and to deliver
         same to Seller  (or,  at the  election  of *, to  notify  Seller of the
         address where Seller may take possession of such contents; provided, if
         Seller does not take  possession of such contents  within 30 days after
         notice  from * to  take  possession  thereof,  * may  dispose  of  such
         contents without any liability to Seller).

10.4     Power  of  Attorney.  Seller  hereby  irrevocably  appoints  * (and any
         employee,  agent or other person  designated  by *, any of whom may act
         without  joinder  of  the  others)  as  Seller's  attorneys-in-fact  in
         Seller's name, place, place and stead, to take, after the occurrence of
         any Notification  Event, all actions,  execute and deliver all notices,
         negotiate such instruments and other documents,  as may be necessary or
         advisable  to  permit  * (or its  designee)  to take any and all of the
         actions  described  in this  Agreement  or to carry out the purpose and
         intent  thereof,  as fully and for all intents  and  purposes as Seller
         could  itself  do,  and  hereby  ratifies  and  confirms  all that said
         attorneys-in-fact  may  do  or  cause  to be  done  by  virtue  hereof,
         including,  without  limitation;  (i)  to  demand,  collect,  sue  for,
         recover,  receive and give  acquittance and receipts for moneys due and
         to become due under the Accounts purchased hereunder or the Collateral,
         and (ii) to file  any  claims  or take  any  action  or  institute  any
         proceedings   which  *  may  deem  necessary  or  appropriate  for  the
         collection and/or  preservation of the Accounts purchased hereunder and
         the  Collateral or otherwise to enforce the rights of * with respect to
         the Accounts  purchased  hereunder  and the  Collateral.  This power of
         attorney is irrevocable and deemed coupled with an interest.

10.5     UCC Filings.  Seller hereby  authorizes * to file,  with or without the
         signature of Seller, one or more financing or continuation  statements,
         and  amendments  thereto,  relating to the  Collateral.  Seller further
         agrees  that a  carbon,  photographic  or  other  reproduction  of this
         Agreement or any  financing  statement  describing  any  Collateral  is
         sufficient   as  a  financing   statement  and  may  be  filed  in  any
         jurisdiction * may deem appropriate.

10.6     Right  to  Perform.  If  Seller  fails  to  perform  any  agreement  or
         obligation  provided  herein or in any of the other Purchase  Documents
         (including without limitation,  the payment and discharge of any taxes,
         liens or encumbrances affecting the Collateral),  * may itself perform,
         or cause performance of, such agreement or obligation, and the expenses
         of  *  incurred  in  connection  therewith  shall  be  a  part  of  the
         Obligations, secured by the Collateral and payable by Seller on demand.

10.7     Right  of  Setoff.  * shall  have  the  right  of  setoff  against  the
         Obligations  at any and all  times and in any and all  proceedings  and
         instances  including,  but not limited to, bankruptcy,  reorganization,
         receivership or insolvency of Seller, without prior notice to Seller.

                              SECTION 11. SERVICING

11.1     Appointment of Servicing  Agent. * hereby  appoints Seller as servicing
         agent for * for the purpose of  expediting  the  collection of past due
         Accounts purchased by * hereunder.  Seller, as servicing agent,  agrees
         to maintain an active, on-going and regular dialog with each delinquent
         Account Debtor.  Seller further agrees,  as servicing agent, to utilize
         all  powers,  influences,  rights and to take every  action  within its
         control in accordance  with its customary  practices and applicable law
         to expedite  the  collection  of the past due  Accounts  purchased by *
         hereunder  and  direct  such  payments  exclusively  to the  Remittance
         Address.  * reserves  the right to  terminate  Seller as *'s  servicing
         agent at any time with or without cause or notice to Seller.

11.2     Protection  of *'s Rights.  Seller,  as servicer,  shall take no action
         which,  nor  omit to take any  action  the  omission  of  which,  would
         substantially  impair  the  rights  of  *  in  any  Accounts  purchased
         hereunder  by *. Seller,  as servicer,  agrees to defend at its expense
         *'s ownership of the Accounts sold hereunder.

11.3     Proceeds or Returned Goods Received by Seller. All amounts and proceeds
         (including  instruments and writings) received by Seller at any time in
         respect of any Accounts purchased  hereafter shall be received in trust
         for the benefit of * hereunder, shall be segregated from other funds of
         Seller  and  shall be  promptly  paid  over to * in the same form as so
         received  (with any  necessary  endorsement)  to be applied in the same
         manner as payments  received directly by *. If any goods relating to an
         Account purchased by * hereunder shall be returned to or repossessed by
         Seller,  Seller  shall give prompt  notice  thereof to * and shall hold
         such  goods in trust  for *,  separate  and  apart  from  Seller's  own
         property,  and such goods shall be owned  solely by * and be subject to
         *'s direction and control. Seller shall properly store and protect such
         goods  and  agrees  to  cooperate   fully  with  *  in  any  subsequent
         disposition  thereof  for the  benefit  of *.  The  provisions  of this
         Subsection shall survive the termination of this Agreement.

11.4     Delivery of Invoices and Related  Data.  The Invoices and Related Data,
         although  owned by *, shall remain in Seller's  possession  and held in
         trust by Seller for the  benefit  of *.  Seller  agrees to deliver  the
         Invoices and Related Data to * upon *'s request and to allow * to visit
         its offices to inspect,  make  copies or take the  originalls  thereof,
         along with any computer data related thereto, at all reasonable times.

11.5     Additional Documentation;  Termination.  Seller will furnish to *, upon
         request, any and all papers, documents and records in its possession or
         control  related to Accounts  purchased by *  hereunder,  or related to
         Seller's business relationship with the respective Account Debtors, and
         agrees to cooperate  fully with * in all matters  related to collection
         of Accounts purchased by * hereunder. * reserves the right to terminate
         such  servicing  relationship  at any time  with or  without  cause and
         without notice to Seller.

                          SECTION 12. EVENTS OF DEFAULT

An event of  default  ("Event  of  Default")  shall be deemed  to have  occurred
hereunder upon the occurrence of one or more of the following:

         (a)      Seller shall fail to pay as and when due any Obligations  owed
                  to *.

         (b)      Seller shall breach any covenant or agreement made herein,  in
                  any of the other Purchase  Documents or in any other agreement
                  now or hereafter entered into between Seller and *.

         (c)      Any  warranty or  representation  made herein or in any of the
                  other Purchase  Documents  shall be false or misleading in any
                  material respect when made.

         (d)      The  occurrence  of an event of default under any of the other
                  Purchase  Documents  or any other  agreement  now or hereafter
                  entered into between Seller and *.

         (e)      Any report, certificate, schedule, financial statement, profit
                  and loss statement or other statement  furnished by Seller, or
                  by any other person on behalf of Seller,  to * is not true and
                  correct in any material respect.

         (f)      The occurrence of any event which permits the  acceleration of
                  the maturity of any indebtedness in excess of $50,000.00 owing
                  by  Seller  to  any  third  party  under  any   agreement   or
                  undertaking.

         (g)      The filing of a voluntary  or  involuntary  case by or against
                  Seller  under  the  United  States  Bankruptcy  Code or  other
                  present or future federal or state  insolvency,  bankruptcy or
                  similar  laws,  or the  appointment  of a  receiver,  trustee,
                  conservator or custodian for a substantial portion of Seller's
                  assets and, with respect to an  involuntary  case, the case is
                  consented  to by  Seller  or is not  dismissed  within 60 days
                  after the effective date thereof.

         (h)      Seller  shall  become  insolvent,  make a transfer in fraud of
                  creditors or make an assignment for the benefit of creditors.

         (i)      The  filing  or   commencement   of  any   involuntary   lien,
                  garnishment, attachment or the like shall be issued against or
                  with respect to the Collateral.

         (j)      Seller  shall have a federal  or state tax lien filed  against
                  any of its properties.

         (k)      The Collateral or any portion thereof is taken on execution or
                  other process of law.

         (l)      Either (i) any "accumulated funding deficiency" (as defined in
                  Section  412(a)  of the  Internal  Revenue  Code of  1986,  as
                  amended) in excess of $50,000 exists with respect to any ERISA
                  Plan of Seller,  or (ii) any  Termination  Event  occurs  with
                  respect to any ERISA Plan of Seller and the then current value
                  of such ERISA  Plan's  benefit  liabilities  exceeds  the then
                  current  value of such ERISA Plan's  assets  available for the
                  payment of such benefit liabilities by more than $50,000.

         (m)      If any of the  obligations of any guarantor under the Purchase
                  Documents is limited or  terminated  by operation of law or by
                  the guarantor, or any such guarantor becomes the subject of an
                  insolvency proceeding.

         (n)      The entry against Seller of a final and nonappealable judgment
                  for the payment of money in excess of $50,000  (not covered by
                  insurance satisfactory to * in its sole discretion).

Upon the occurrence of an Event of Default  described in subsections  (g) or (h)
of this Section,  all of the Obligations owing by Seller to * (including but not
limited  to  all  fees  and  discounts  owed   hereunder)   shall  thereupon  be
automatically  and  immediately due and payable,  without  demand,  presentment,
notice  of  demand  or of  dishonor  and  nonpayment,  or any  other  notice  or
declaration  of any kind,  all of which are hereby  expressly  waived by Seller.
Upon the occurrence of any other Event of Default, *, at its option, at any time
and from time to time may  without  notice to Seller  declare  any or all of the
Obligations  owing by Seller to *  (including  but not  limited  to all fees and
discounts  owed  hereunder)  immediately  due and payable,  all without  demand,
presentment,  notice of demand or of dishonor and  nonpayment,  or any notice or
declaration  of any kind,  all of which are hereby  expressly  waived by Seller.
After the  occurrence of any Event of Default,  any  obligation of * to purchase
any further Accounts  hereunder,  to pay any further Account Payments  hereunder
(except  as  provided  in  Subsection  14.5) or to make  loans  under  any other
agreement  with Seller may be  terminated  by * at *'s option to be exercised in
its sole discretion.

                SECTION 13. REMEDIES AND APPLICATION OF PROCEEDS

13.1     Remedies.  In addition  to, and without  limitation  of, the  foregoing
         provisions  of this  Agreement,  if an  Event  of  Default  shall  have
         occurred and be continuing,  * may from time to time in its discretion,
         without  limitation  and without  notice  except as expressly  provided
         below, do any one or more of the following:

         (a)      Terminate this Agreement;  provided that any such  termination
                  shall be subject to Subsections 11.3, 14.4, 14.5 and 14.8.

         (b)      Exercise  in respect of the  Collateral,  in addition to other
                  rights  and  remedies  provided  for  herein,  under the other
                  Purchase  Documents  or  otherwise  available  to it,  all the
                  rights and  remedies of a secured  party on default  under the
                  UCC   (whether  or  not  the  UCC  applies  to  the   affected
                  Collateral).

         (c)      Require  Seller to, and Seller  hereby  agrees that it will at
                  its  expense,  assemble  all  or  part  of the  Collateral  as
                  directed  by * and  make it  available  to * at a place  to be
                  designated  by  *  which  is  reasonably  convenient  to  both
                  parties.

         (d)      Reduce  its  claim  to  judgment  or  foreclose  or  otherwise
                  enforce,  in whole or in part, the security  interest  created
                  hereby by any available judicial procedure.

         (e)      Dispose  of,  at its  office,  on the  premises  of  Seller or
                  elsewhere, all or any part of the Collateral,  as a unit or in
                  parcels, by public or private proceedings.

         (f)      Buy the Collateral,  or any part thereof,  at any public sale,
                  or at  any  private  sale  if  the  Collateral  is  of a  type
                  customarily sold in a recognized  market or is of a type which
                  is  the   subject  of  widely   distributed   standard   price
                  quotations.

         (g)      Apply by appropriate judicial proceedings for appointment of a
                  receiver for the Collateral,  or any part thereof,  and Seller
                  hereby consents to any such appointment.

         (h)      At *'s  discretion,  retain the Collateral in  satisfaction of
                  the Obligations  whenever the circumstances are such that * is
                  entitled to do so under the UCC or otherwise.

         Seller  agrees that,  to the extent notice of sale shall be required by
         law,  at least five (5) days  notice to Seller of the time and place of
         any public sale or the time after which any private  sale is to be made
         shall constitute reasonable  notification.  * shall not be obligated to
         make any sale of  Collateral  regardless  of notice of sale having been
         given.  * may adjourn  any public or private  sale from time to time by
         announcement at the time and place fixed  therefor,  and such sale may,
         without further  notice,  be made at the time and place to which it was
         so adjourned.

13.2     Application  of Proceeds.  If any Event of Default  shall have occurred
         and be continuing,  * may in its discretion apply any Reserve,  and any
         cash proceeds received by * in respect of any sale of, collection from,
         or other realization upon all or any part of the Collateral,  to any or
         all of the following in such order as * may elect:

         (a)      To the repayment of reasonable  costs and expenses,  including
                  reasonable  attorneys' fees and legal expenses,  incurred by *
                  in connection with (i) the  administration  of this Agreement;
                  (ii) the custody,  preservation,  use or operation  of, or the
                  sale of,  collection  from,  or other  realization  upon,  any
                  Collateral;  (iii) the exercise or  enforcement  of any of the
                  rights  of *  hereunder,  or (iv) the  failure  of  Seller  to
                  perform or observe any of the provisions hereof.

         (b)      To the payment of the Obligations and the  reimbursement  of *
                  for the amount of any obligations of Seller paid or discharged
                  by *, and of any expenses of * payable by Seller  hereunder or
                  under the other Purchase Documents.

         (c)      By holding the same as Collateral.

         (d)      To the payment of any other amounts required by applicable law
                  (including,  without  limitation,  * of * of  the  UCC  or any
                  successor or similar, applicable statutory provision).

         (e)      To the  payment or other  satisfaction  of any liens and other
                  encumbrances upon any of the Collateral.

         (f)      By  delivery  to Seller  or to  whomsoever  shall be  lawfully
                  entitled  to  receive  the  same  or as a court  of  competent
                  jurisdiction shall direct.

                            SECTION 14. MISCELLANEOUS

14.1     Equitable  Relief.  Seller  acknowledges  that in the event that Seller
         commits any act or omission which prevents or  unreasonably  interferes
         with: (a) *'s exercise of the rights and  privileges  arising under the
         power of attorney  granted under this Agreement;  or (b) *'s perfection
         of or levy  upon  the  security  interest  granted  in the  Collateral,
         including  any  seizure  of any  Collateral,  such  conduct  will cause
         immediate  severe,  incalculable  and  irrevocable  harm and injury for
         which  there  is no  adequate  remedy  at  law,  and  shall  constitute
         sufficient  grounds to entitle * to an injunction,  writ of possession,
         or other applicable relief in equity,  and to make such application for
         such relief in any court of competent  jurisdiction,  without any prior
         notice to Seller.

14.2     Cumulative Rights. All rights, remedies and powers granted to * in this
         Agreement, or in any other instrument or agreement given by Seller to *
         or otherwise  available to * in equity or at law, or  accumulative  and
         may be exercised singularly or concurrently with such other rights as *
         may have.  These rights may be exercised from time to time as to all or
         any part of the Accounts purchased  hereunder or the Collateral as * in
         its discretion may determine.  * shall not be deemed to have waived any
         of its rights and  remedies  unless the waiver is in writing and signed
         by *. A waiver by * of a right or remedy  under this  Agreement  on one
         occasion  is not a waiver  of the  right or  remedy  on any  subsequent
         occasion.  The purchase of Accounts by * during the  continuance  of an
         Event of Default  shall not  obligate * to make any  further  purchases
         during the continuation of such Event of Default.

14.3     Notices.  Any notice or  communication  with respect to this  Agreement
         shall be in  writing  sent by (i)  personal  delivery;  (ii)  expedited
         delivery  service  with proof of delivery;  (iii)  United  States mail,
         postage  prepaid,   registered  or  certified  mail,  or  (iv)  prepaid
         telegram,  telex or telecopy,  addressed  to each party  thereto at its
         address set forth below their signature hereon or to such other address
         or to the  attention  of  such  other  person  as  hereafter  shall  be
         designated  in  writing  by the  applicable  party  sent in  accordance
         herewith. Any such notice or communication shall be deemed to have been
         given  either  at the  time of  personal  delivery  or,  in the case of
         delivery service or mail, as of the date of first attempted delivery at
         the  address  and in the  manner  provided  herein,  or in the  case of
         telegram,  telex or telecopy, upon receipt. Seller hereby agrees that *
         may  publicize  the  transaction  contemplated  by  this  Agreement  in
         newspapers,   trade  and   similar   publications   including   without
         limitation, the publication of a "tombstone".

14.4     Term.  The term of this  Agreement  shall be for one (1) year  from the
         date hereof (the  "Term").  Seller  acknowledges  that it shall have no
         right to terminate  this Agreement  prior to the end of the Term,  that
         termination of this Agreement by Seller at any time prior to the end of
         the Term would result in the loss by * of benefits under this Agreement
         and  that  the  damages  incurred  by *  as  a  result  of  such  early
         termination  are and would be difficult and  impractical  to ascertain.
         Therefore,  in the event this Agreement is terminated by Seller for any
         reason or by * because of an Event of Default  during the Term,  Seller
         shall pay to * an early termination fee, as liquidated  damages, in the
         amount of three  percent (3%) of the Facility  Amount.  Notwithstanding
         the  foregoing,  in the event that * Base Rate  exceeds  the Prime Rate
         published in The Wall Street  Journal by more than 100 basis points for
         more than 30 consecutive days (the "Rate  Termination  Event"),  Seller
         shall have the right for 30 days after  such  event to  terminate  this
         Agreement  without payment of the termination fee;  provided,  however,
         Seller must notify * in writing of its intention to so terminate within
         10 days after the occurrence of a Rate Termination  Event. In addition,
         Power Products may also terminate this Agreement with respect to itself
         without a termination  fee as long as I&M does not also  terminate this
         Agreement prior to the end of the Term and the Parent  Corporation does
         not terminate  financing  under the  promissory  note  described in the
         Facility Amount definition.

14.5     Termination.  Upon  termination  of this  Agreement,  Seller  shall  be
         entitled to receive from * the remainder, if any, of the purchase price
         for  the  Accounts  provided  for  in  Subsection  2.2  which  has  not
         theretofore  been paid to  Seller,  in  accordance  with the  following
         provisions:

         (a)      * shall pay to Seller,  within one (1)  business day after the
                  termination date of this Agreement (the  "Termination  Date"),
                  an amount equal to any remaining  Availability  Pool as of the
                  Termination  Date,  less any Discounts,  costs and expenses to
                  which * is entitled hereunder.  As additional  collections are
                  received after the  Termination  Date with respect to Accounts
                  sold on or before  the  Termination  Date,  * will on a weekly
                  basis during the 180 day period following the Termination Date
                  recompute  the remaining  Availability  Pool and disburse such
                  amount to Seller,  less any  Discounts,  costs and expenses to
                  which * is  entitled  hereunder.  The  final  computation  and
                  disbursement,  if  any,  will  be  made  as of the  180th  day
                  following the  Termination  Date, and any final payment due to
                  Seller will be paid within five (5)  business  days  following
                  such 180th day.

         (b)      The  provision of  Subsection  14.5(a) shall be subject to the
                  following:  (i)  *  shall  have  no  obligation  to  make  any
                  computation  or to  pay  any  amount  pursuant  to  Subsection
                  14.5(a) if Seller shall not have provided such  information as
                  *  reasonably  requests  for  the  purpose  of  computing  the
                  remaining  Availability  Pool;  and (ii) *'s obligation to pay
                  any amount to Seller pursuant to Subsection 14.5(a) is subject
                  to *'s rights under Section 5.

         (c)      The representations,  covenants,  agreements,  indemnities and
                  other provisions of the following  sections and subsections of
                  this  Agreement  shall  continue  to be  effective  during the
                  180-day  period  referred to in  Subsection  14.5(a) and shall
                  also  continue to be effective  thereafter  to the extent that
                  other provisions of this Agreement provide for their survival:
                  4.1, 4.4 - 4.7, 5 - 8, 9.2 - 9.10, 9.13, 9.15 and 10 - 14.

         In  lieu  of the  above  provisions  in  this  Subsection  14.5,  after
         termination of this Agreement, * may sell, and Seller may purchase, all
         outstanding  Accounts purchased hereunder by * if both parties agree to
         such action at a mutually agreeable price.

14.6     Notice of Offer.  Seller  hereby  agrees  that in the event (a)  Seller
         receives  a written  proposal  either  during or at the end of the Term
         from a  third  party  to  provide  financing  or  factoring  ("Proposed
         Refinancing"), (b) the terms of the Proposed Refinancing are acceptable
         to  Seller,  and (c)  Seller  is  considering  accepting  the  Proposed
         Refinancing from the offeror (the "Offeror"),  Seller will provide * in
         writing an outline of the complete terms and conditions of the Proposed
         Refinancing.  Seller agrees not to accept the Proposed Refinancing from
         the Offeror until at least five (5) business days after delivery of the
         foregoing item to *.

14.7     Severability.   Each  and  every  provision,  condition,  covenant  and
         representation  contained in this Agreement is, and shall be construed,
         to be a separate and independent covenant and agreement. If any term or
         provision  of  this  Agreement  shall  to  any  extent  be  invalid  or
         unenforceable,  the  remainder of the  Agreement  shall not be affected
         thereby.

14.8     Indemnity. Seller hereby indemnifies and agrees to hold the Indemnified
         Persons  harmless  against any breach by Seller of any  representation,
         warranty,  covenant or agreement of Seller contained in this Agreement,
         and against any claims or damages arising out of the manufacture, sale,
         possession  or  use  of,  or  otherwise  relating  to,  goods,  or  the
         performance  of  services,  associated  with or relating to Accounts or
         related rights purchased (or with respect to which a security  interest
         is granted)  hereunder.  Seller also hereby  indemnifies  and agrees to
         hold harmless and defend all  Indemnified  Persons from and against any
         and all Indemnified Claims. THE FOREGOING  INDEMNIFICATION  SHALL APPLY
         WHETHER OR NOT SUCH INDEMNIFIED  CLAIMS ARE IN ANY WAY OR TO ANY EXTENT
         OWED,  IN  WHOLE OR IN PART,  UNDER  ANY  CLAIM  OR  THEORY  OF  STRICT
         LIABILITY,  OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR
         OMISSION  OF ANY  INDEMNIFIED  PERSON,  but  shall  exclude  any of the
         foregoing resulting from such Indemnified  Person's gross negligence or
         willful misconduct. If Seller or any third party ever alleges any gross
         negligence  or  willful  misconduct  by  any  Indemnified  Person,  the
         indemnification  provided for in this Section shall nonetheless be paid
         upon demand,  subject to later adjustment or reimbursement,  until such
         time as a court of competent jurisdiction enters a final judgment as to
         the  extent  and  affect of the  alleged  gross  negligence  or willful
         misconduct.  Upon  notification  and demand,  Seller  agrees to provide
         defense of any  Indemnified  Claim and to pay all costs and expenses of
         counsel  selected by any  Indemnified  Person in respect  thereof.  Any
         Indemnified  Person against whom any Indemnified  Claim may be asserted
         reserves the right to settle or compromise any such  Indemnified  Claim
         as such Indemnified  Person may determine in its sole  discretion,  and
         the obligations of such  Indemnified  Person,  if any,  pursuant to any
         such  settlement  or  compromise  shall be deemed  included  within the
         Indemnified  Claims.  Except as specifically  provided in this section,
         Seller waives all notices from any Indemnified  Person.  The provisions
         of this Section shall survive the termination of this Agreement.

14.9     Benefits; Assignment. All grants, covenants and agreements contained in
         this  Agreement  shall  bind and inure to the  benefit  of the  parties
         hereto and their respective successors and assigns; provided,  however,
         that Seller may not delegate or assign any of its duties or obligations
         under this  Agreement  without the prior  written  consent of * and any
         assignment  without such consent shall be void. * RESERVES THE RIGHT TO
         ASSIGN ITS RIGHTS AND  OBLIGATIONS  UNDER THIS AGREEMENT IN WHOLE OR IN
         PART TO ANY PERSON OR ENTITY;  provided,  however,  any assignee of *'s
         obligations  hereunder  must have  financial  resources,  liquidity and
         operational  expertiese  comparable  to *. To the extent * assigns  its
         rights and obligations  hereunder to a third party, * shall  thereafter
         be  released  from  such  assigned   obligations  to  Seller  and  such
         assignment shall effect a novation between Seller and such third party.
         Without  limiting the generality of the  foregoing,  * may from time to
         time grant  participations in all or any part of the Obligations to any
         person or entity on such terms and conditions as may be determined by *
         in its sole and absolute  discretion,  provided  that the grant of such
         participation  shall not  relieve * of its  obligations  hereunder  nor
         create any  additional  obligations  of Seller.  Seller  consents  to *
         disclosing  any  financial  and any other  information  available  to *
         concerning Seller to any prospective participant or assignee as long as
         such prospect signs an agreement to maintain the confidentiality of any
         such information.

14.10    Captions.  The captions in this Agreement are for convenience  only and
         shall not define or limit the provisions hereof.

14.11    Governing Law; Venue; Submission to Jurisdiction.  THIS AGREEMENT SHALL
         BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE
         OF * WITHOUT  GIVING  EFFECT TO THE  PRINCIPLES  OF  CONFLICTS  OF LAWS
         THEREOF,  EXCEPT TO THE EXTENT  PERFECTION AND THE EFFECT OF PERFECTION
         OR  NON-PERFECTION  OF THE  SECURITY  INTEREST  GRANTED  HEREUNDER,  IN
         RESPECT OF ANY  PARTICULAR  COLLATERAL,  ARE  GOVERNED BY THE LAWS OF A
         JURISDICTION  OTHER THAN THE STATE OF *. THIS  AGREEMENT IS PERFORMABLE
         BY THE PARTIES IN * COUNTY, *. SELLER AND * EACH AGREE THAT * COUNTY, *
         SHALL BE THE  EXCLUSIVE  VENUE FOR  LITIGATION  OF ANY DISPUTE OR CLAIM
         ARISING UNDER OR RELATING TO THIS AGREEMENT,  AND THAT SUCH COUNTY IS A
         CONVENIENT  FORUM IN WHICH TO DECIDE ANY SUCH DISPUTE OR CLAIM.  SELLER
         AND * EACH CONSENT TO THE PERSNAL JURISDICTION OF THE STATE AND FEDERAL
         COURTS LOCATED IN * COUNTY, * FOR THE LITIGATION OF ANY SUCH DISPUTE OR
         CLAIM.  SELLER  IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY
         LAW, ANY OBJECTION  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
         THE VENUE OF ANY SUCH PROCEEDING  BROUGHT IN SUCH A COURT AND ANY CLAIM
         THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
         INCONVENIENT FORUM.

14.12    WAIVER OF JURY TRIAL.  SELLER AND * EACH HEREBY IRREVOCABLY  WAIVES, TO
         THE MAXIMUM  EXTENT  PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
         BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY AT ANY TIME
         ARISING  OUT OF,  UNDER OR IN  CONNECTION  WITH THIS  AGREEMENT  OR ANY
         TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

14.13    ENTIRE  AGREEMENT.  THIS  AGREEMENT  AND THE OTHER  PURCHASE  DOCUMENTS
         REPRESENT THE FINAL  AGREEMENT  BETWEEN THE PARTIES HERETO WITH RESPECT
         TO THE TRANSACTIONS  CONTEMPLATED HEREIN AND MAY NOT BE CONTRADICTED BY
         EVIDENCE OF PRIOR,  CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL AGREEMENTS OF
         THE  PARTIES.  THERE  ARE NO  UNWRITTEN  ORAL  AGREEMENTS  BETWEEN  THE
         PARTIES.  THIS AGREEMENT ALSO AMENDS AND SUPERSEDES ANY OF THE TERMS OF
         ANY PRIOR WRITTEN  AGREEMENTS  WITH RESPECT TO THE MATTERS SET FORTH IN
         THIS AGREEMENT.

14.14    Amendments.  No  modification  or  amendment of or  supplement  to this
         Agreement shall be valid or effective unless the same is in writing and
         signed by the party against whom it is sought to be enforced.

14.15    Effectiveness of Agreement.  This Agreement shall become effective only
         upon  acceptance  by * at its  offices in Fort  Worth,  * County,  * as
         evidenced by *'s signature hereon.

14.16    Usury Savings.  The parties hereto intend that the transactions covered
         hereby are true sales  according to the  provisions  of *, of the * (as
         more  fully  described  in  Subsection  14.17)  and  that  none  of the
         Obligations  under this  Agreement  or other  Purchase  Documents  will
         constitute  loans or credit sales or interest on principal of a loan or
         credit sale as determined under applicable laws; provided,  however, if
         this  Agreement or any of the other  Purchase  Documents  are deemed to
         require  the  payment  or  permit  the  payment,   taking,   reserving,
         receiving,  collection,  or charging of any sums constituting  interest
         under applicable laws, the following provisions of this Subsection will
         apply:

         (a)      It is the intention of the parties  hereto to comply  strictly
                  with applicable usury laws;  accordingly,  notwithstanding any
                  provision  to the  contrary  in this  Agreement  or any of the
                  other Purchase  Documents,  in no event  whatsoever shall this
                  Agreement or any of the other Purchase  Documents  require the
                  payment or permit the payment, taking,  reserving,  receiving,
                  collection or charging of any sums constituting interest under
                  applicable  laws which exceed the maximum amount  permitted by
                  such  laws.  If  any  such  excess  interest  is  called  for,
                  contracted  for,  charged,  taken,  reserved,  or  received in
                  connection  with this  Agreement or any of the other  Purchase
                  Documents, or in any communication by * or any other person to
                  Seller or any other person, or in the event all or part of the
                  principal or interest shall be prepaid or accelerated, so that
                  under   any  of  such   circumstances   or  under   any  other
                  circumstance whatsoever the amount of interest contracted for,
                  charged,  taken,  reserved,  or  received  on  the  amount  of
                  principal  actually  outstanding  from time to time under this
                  Agreement or any of the other Purchase  Documents shall exceed
                  the maximum amount of interest  permitted by applicable  usury
                  laws, then in any such event it is agreed as follows:  (i) the
                  provisions of this Subsection  shall govern and control;  (ii)
                  neither Seller nor any other person or entity now or hereafter
                  liable for payments  under this  Agreement or any of the other
                  Purchase  Documents  shall be  obligated  to pay the amount of
                  such  interest to the extent such interest is in excess of the
                  maximum amount of interest permitted by applicable usury laws;
                  (iii)  any  such  excess   which  is  or  has  been   received
                  notwithstanding  this subsection shall be credited against the
                  then unpaid  principal  balance of the Obligations  under this
                  Agreement  and  the  other  Purchase  Documents  or,  if  this
                  Agreement or any of the other  Purchase  Documents has been or
                  would be paid in full by such credit,  refunded to Seller, and
                  (iv) the  provisions  of this  Agreement  or any of the  other
                  Purchase  Documents,  and any  communication to Seller,  shall
                  immediately  be  deemed  reformed  and  such  excess  interest
                  reduced,   without  the   necessity  of  executing  any  other
                  document,  to the maximum lawful rate allowed under applicable
                  laws  as  now  or  hereafter   construed   by  courts   having
                  jurisdiction   hereof  or  thereof.   Without   limiting   the
                  foregoing, all calculations of the rate of interest contracted
                  for,  charged,  taken,  reserved,  or received  in  connection
                  herewith which are made for the purpose of determining whether
                  such rate exceeds the maximum lawful rate shall be made to the
                  extent permitted by applicable laws by amortizing,  prorating,
                  allocating and spreading during the period of the full term of
                  this  Agreement  or  any  of  the  other  Purchase  Documents,
                  including all prior and  subsequent  renewals and  extensions,
                  all  interest  at any time  contracted  for,  charged,  taken,
                  reserved,  or received.  The terms of this Subsection shall be
                  deemed to be incorporated into every Purchase Document.

         (b)      If at any time the rate at which any  interest  is  payable on
                  any Obligation  hereunder exceeds the Maximum Rate, the amount
                  outstanding  hereunder shall bear interest at the Maximum Rate
                  only,  but shall continue to bear interest at the Maximum Rate
                  until  such  time as the  total  amount  of  interest  accrued
                  hereunder  equals (but does not  exceed)  the total  amount of
                  interest which would have accrued  hereunder had there been no
                  Maximum Rate applicable hereto.

         (c)      Seller and * agree that * Rev. Civ. Stat. Ann art. 5069 Ch. 15
                  (which regulates certain revolving loan accounts and revolving
                  tri-party  accounts)  shall  not apply to any  revolving  loan
                  accounts   created  under  this  Agreement  or  maintained  in
                  connection therewith.

         (d)      To the extent  that the  interest  rate laws of the State of *
                  are applicable to this Agreement, the applicable interest rate
                  ceiling  is  the  indicated  (weekly)  ceiling  determined  in
                  accordance  with * of the *, as  amended,  and,  to the extent
                  that this Agreement is deemed an open end account as such term
                  is defined in * of the *, as  amended,  * retains the right to
                  modify the interest rate in accordance with applicable law.

         (e)      As used in this  Subsection;  (i) the  term  "applicable  law"
                  means the laws of the State of * laws or the United  States of
                  America,  whichever laws allow the greater  interest,  as such
                  laws now  exist or may be  changed  or  amended  or come  into
                  effect in the future,  and (ii) the term "Maximum Rate" means,
                  at the time of  determination,  the  maximum  rate of interest
                  which,  under  applicable  law,  may  then be  charged  on the
                  Obligations hereunder.

14.17    Applicability of * . Seller and * acknowledge,  agree, and fully intend
         that the  transactions  contemplated  and covered hereby are true sales
         and are covered and  governed by the  provisions  of * of the * Revised
         Civil Statutes.

The  undersigned  have entered into this  Agreement as of the date first written
above.

*                                    ORYX POWER PRODUCTS CORPORATION

By:                                  By:
Name:                                Name:
Title:                               Title:

                                     ORYX INSTRUMENTS AND MATERIALS CORPORATION

                                     By:
                                     Name:
                                     Title:

Address:                             Address:  47341 Bayside Parkway
                                               Fremont, California  94538
Attn:                                Attn:

Telecopy No.                         Telecopy No.(510) 249-1150



<PAGE>



                                   SCHEDULE A
          TO REVOLVING ACCOUNT TRANSFER AND PURCHASE AGREEMENT (BATCH)
                              Dated May _____, 1997
                                 BY AND BETWEEN
                                  * (d/b/a *),
                         ORYX POWER PRODUCTS CORPORATION
                                       AND
                   ORYX INSTRUMENTS AND MATERIALS CORPORATION

                            Availability Certificate

<TABLE>

<S>                                                                               <C>
Seller                                                                                  Date
                                                                                  -----
                                                                                  -----

                                                                                  -----
                                                                                  -----
                                    Activity                                                       Amount
                                                                                  -----
                                                                                  -----
1.   Gross Accounts as of last certificate
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
2.   Add: Gross Sales since last certificate (Per attached Sales Journal)         (+)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
3.   Deduct:  Collections  since  last  certificate  (Per  attached   Collection  (-)
Journal)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
4.            Debit Memos                                                         (-)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
5.            Dilutive Credit Memos                                               (-)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
6.            Credit Adjustments                                                  (-)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
7.   Gross Accounts as of this certificate                                        (=)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
8.   Deduct:  Ineligible Accounts (Per Attached)                                  (-)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
9.   Eligible Accounts as of this certificate                                     (=)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
10.  Lesser of (i) Account Payment Base (line 9 x 85%), or (ii) $4,000,000.00
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------

--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
11.  Beginning Batch Balance (Ending Batch Balance as of last certificate)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
12.  Deduct: Collections since last certificate (same as line 3)                  (-)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
13.  Batch Balance before any Account Payment under this certificate              (=)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
14.  Availability Pool (line 10 less line 13)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
15.  Deduct:  Account Payment Requested                                           (-)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
16.           Fees, Discounts and Expenses                                        (-)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------
17.  Remaining Availability Pool                                                  (=)
--------------------------------------------------------------------------------- ----- ------------------------------
--------------------------------------------------------------------------------- ----- ------------------------------

18.  Ending Batch Balance (sum of lines 13, 15 and 16)
--------------------------------------------------------------------------------- ----- ------------------------------

</TABLE>

Seller, for value received, hereby sells, assigns,  transfers and sets over to *
("*") the  accounts  receivable  ("Accounts")  represented  by (a) the  invoices
listed  described on the account  receivable  aging attached to the Bill of Sale
(if any) being  delivered  concurrently  herewith,  or (b) the sales journal and
other  records  attached  hereto  relating  to sales  since the date of the last
Availability  Certificate  delivered by Seller to *, all in accordance  with and
subject to the terms and conditions set forth in that certain  Revolving Account
and Purchase Transfer  Agreement (Batch) dated May ____ ,1997 between Seller and
* (the  "Purchase  Agreement"),  together with all Invoices and Related Data (as
such  term  is  defined  in the  Purchase  Agreement).  The  undersigned,  as an
authorized officer of Seller, represents and warrants to * that (i) the Accounts
arise  from the bona  fide  sales  of  Seller's  products  or  billings  for its
services, and are obligations of Seller's customers, payable at full value; (ii)
all goods and materials have been received by each of Seller's  customers or all
services  completed to each of  customer's  satisfaction  for which the Accounts
arose;  (iii) the goods or services meet the requirements of Seller's  customers
(as to quality, quantity, delivery timeliness,  etc.); (iv) the Accounts are not
subject to any known offsets, disputes or counterclaims,  except as disclosed to
* in writing; (v) the Accounts are Eligible Accounts (as defined in the Purchase
Agreement),  except as disclosed to * in writing;  (vi) the Accounts are payable
according  to terms  disclosed  and  agreed to by *; (vii) the  Accounts  remain
unpaid when  purchased by *; (viii) no Event of Default has  occurred  under the
Purchase Agreement or any other Purchase Document; (ix) Seller has not converted
any proceeds of previously  purchased Accounts,  and (x) all representations and
warranties  contained in the Purchase Agreement and all other Purchase Documents
are true and correct as of the date hereof.

ORYX POWER PRODUCTS CORPORATION      ORYX INSTRUMENTS AND MATERIALS CORPORATION


By:                                  By:
Printed Name:                        Name:
Title:                               Title:






<PAGE>



                                  SCHEDULE A-1

                                  BILL OF SALE



The  undersigned  duly  authorized  corporate  officer  of ORYX  POWER  PRODUCTS
CORPORATION and ORYX INSTRUMENTS AND MATERIALS CORPORATION ("Seller"), on behalf
of Seller,  does hereby  irrevocably  sell,  assign,  set-over and transfer to *
("*") doing  business as * all rights and  proceeds of the  accounts  receivable
represented by the invoices described on the accounts  receivable aging attached
hereto,  together with all Invoices and Related Data, as such term is defined in
that certain Revolving Account Transfer and Purchase Agreement (Batch) dated May
____, 19 97 between * and Seller.

                                 ORYX POWER PRODUCTS CORPORATION

                                 By:
                                 Printed Name:
                                 Title:
                                 Date:

                                 ORYX INSTRUMENTS AND MATERIALS CORPORATION

                                 By:
                                 Name:
                                 Title:


<PAGE>



                                   SCHEDULE B
                                       TO
            REVOLVING ACCOUNT TRANSFER AND PURCHASE AGREEMENT (BATCH)
                              Dated May _____, 1997
                                 By and Between
                                  *(d/b/a * ),
                         ORYX POWER PRODUCTS CORPORATION
                                       AND
                   ORYX INSTRUMENTS AND MATERIALS CORPORATION





Any trade or assumed names referenced in Subsection 6.11 are:

NONE






                                   SCHEDULE C
                                       TO
            REVOLVING ACCOUNT TRANSFER AND PURCHASE AGREEMENT (BATCH)
                            Dated May ________, 1997
                                 By and Between
                                  * (d/b/a * ),
                         ORYX POWER PRODUCTS CORPORATION
                                       AND
                   ORYX INSTRUMENTS AND MATERIALS CORPORATION


The  addresses of any other  locations of  Collateral  referenced  in Subsection
8.3(b) are:

6001 S. 35th Street
Suite B
McAllen,          78503

1601 Feehanville Drive
Suite 300
Mt. Prospects, IL  60056

Avenue Falcon Lote 6
Manzana 4
Pargue Industrial
Del Norte CD
Reynosa Temp Mexico



<PAGE>



                       PERFORMANCE BASED PRICING ADDENDUM

to Revolving Account Transfer and Purchase Agreement (Batch) between * ("*") and
ORYX POWER PRODUCTS  CORPORATION and ORYX INSTRUMENTS AND MATERIALS  CORPORATION
(collectively referred to herein as "Seller") dated May _____, 1997.

         This  Addendum  sets  forth  the  criteria  for and the  amount  of any
adjustment  in the Discount Rate and the Servicing Fee as set forth in the above
referenced  Revolving  Account  Transfer  and  Purchase  Agreement  (Batch) (the
"Agreement"),  the  Discount  Rate and  Servicing  Fee set forth  therein  being
referred to herein as the  "Contract  Rates"  Until  changed  according  to this
Addendum, the Discount Rate set for the initial purchases under the Agreement is
the Base Rate (as defined in the Agreement) plus 1.25% per annum and the initial
Servicing  Fee is .10%.  The initial  Discount  Rate and  Servicing Fee shall be
known herein as the "Initial Rates".

         Beginning after the first three (3) full calendar months after the date
of the  Agreement,  ("Initial  Quarter") and every three (3) months  thereafter,
Seller may apply for a change in the  Discount  Rate and the  Servicing  Fee (an
"Adjustment"),  based on Seller achieving certain financial conditions set forth
in the following table:

<TABLE>

                      <S>           <C>               <C>               <C>              <C>           <C>                         
                                                                                       # PROFIT          ROLLING
                                                                                       MOS. OUT          6 MOS.
                                 SERVICING          CURRENT                            OF LAST            CUMM.
           DISCOUNT                 FEE              RATIO1          DEBT/TNW2            63             PROFIT4
   ------------------------- ------------------------------------------------------------------------------------------
  
                                                  greater than        less than                          greater than
                                                  or equal to         or equal to                        or equal to
           BASE RATE+  .75%         0.00              2.50:1            2.00:1            6          $      350,000.00
                      1.25%         0.00              2.25:1            2.50:1            4          $      300,000.00
                      1.00%         0.05              2.00:1            2.75:1            3          $      200,000.00
                      1.20%         0.05              1.50:1            3.25:1            3          $      100,000.00
                      1.25%         0.10              1.25:1            3.50:1           N/A         $   (5,500,000.00)
                      2.00%         0.25              1.25:1            4.50:1           N/A         $   (6,500,000.00)
                      3.50%         0.50              N/A               N/A              N/A                       N/A
------------------

</TABLE>

1 Current Ratio = Current  Assets/Current  Liabilities calculated on a pro forma
basis (i.e., add back purchased accounts
                 and factored balance)
2                Debt/TNW = Total Liabilities/Tangible Net Worth calculated on a
                 pro forma basis (i.e., add back purchased accounts and factored
                 balance)
3 Profit = Net Income After Taxes (including  extraordinary losses and excluding
extraordinary gains) 4 Six Months Cumulative Profit = Last Six Months Net Income
After Taxes (including extraordinary losses and
                 excluding extraordinary gains)

         Within  30 days  after the end of  Initial  Quarter  or any  successive
quarter,  if Seller  believes it  qualifies  for an  Adjustment,  the  attached,
completed  certificate  shall be prepared by Seller and  submitted to *. * shall
have until the 15th day of the following month to verify the  qualifications for
the requested Adjustment.  If * shall determine,  in its reasonable  discretion,
that Seller does qualify for the Adjustment, the Adjustment to the Discount Rate
shall become  effective for purchases on and after the 1st day of the next month
and the  Adjustment  to the Servicing Fee shall be effective for such fee due on
the 1st day of the next month.  Once the Initial Rates have been adjusted as set
forth herein,  monthly  certificates shall be submitted certifying the continued
qualification for the Adjustment or another Adjustment as the case may be.
         Once an Adjustment has been made, in the event Seller  thereafter fails
to timely  submit  monthly  certificates,  the then  current  Discount  Rate and
Servicing  Fee shall  automatically  and without  notice  adjust to the Contract
Rates,  effective  immediately  and shall remain at such rate until Seller shall
submit a monthly  certificate  to request and qualify  for a new  Adjustment.  *
shall not have any  liability for any failure to timely adjust the Discount Rate
or the Servicing Fee without having received a timely certificate from Seller.

                         ORYX POWER PRODUCTS CORPORATION

                         By:
                         Name:  Philip Micciche
                         Title:    Chief Executive Officer

                         ORYX INSTRUMENTS AND MATERIALS CORPORATION

                         By:
                         Name:  Philip Micciche
                         Title:    Chief Executive Officer

                                            *

                         By:
                         Name:
                         Title:


<PAGE>







                  PERFORMANCE BASED PRICING CERTIFICATE


TO:                * (*)

FROM:             ORYX POWER PRODUCTS CORPORATION and ORYX INSTRUMENTS AND 
                  MATERIALS CORPORATION

DATE:             _______________________________

SUBJECT:          Officers' Certificate and Request for Pricing Adjustment to 
                  Revolving Account Transfer and Purchase Agreement (Batch) 
                  dated May ____, 1997.

===============================================================================

In accordance with the above-referenced  Revolving Account Transfer and Purchase
Agreement (Batch) by and between * and Seller and in compliance with the Pricing
Criteria detailed in the following schedule, we submit this certificate.

<TABLE>

                    
                      <S>           <C>               <C>               <C>              <C>            <C>
                                                                                       # PROFIT          ROLLING
                                                                                       MOS. OUT          6 MOS.
                                 SERVICING          CURRENT                            OF LAST            CUMM.
           DISCOUNT                 FEE              RATIO1          DEBT/TNW2            63             PROFIT4
   ------------------------- ------------------------------------------------------------------------------------------
 
                                                  greater than        less than                          greater than
                                                  or equal to         or equal to                        or equal to
            BASE RATE+ .75%         0.00              2.50:1            2.00:1            6         $      350,000.00
                      1.25%         0.00              2.25:1            2.50:1            4         $      300,000.00
                      1.00%         0.05              2.00:1            2.75:1            3         $      200,000.00
                      1.20%         0.05              1.50:1            3.25:1            3         $      100,000.00
                      1.25%         0.10              1.25:1            3.50:1           N/A        $   (5,500,000.00)
                      2.00%         0.25              1.25:1            4.50:1           N/A        $   (6,500,000.00)
                      3.50%         0.50              N/A               N/A              N/A                       N/A

------------------

</TABLE>

1 Current Ratio = Current  Assets/Current  Liabilities calculated on a pro forma
basis (i.e., add back purchased accounts
                 and factored balance)
2                Debt/TNW = Total Liabilities/Tangible Net Worth calculated on a
                 pro forma basis (i.e., add back purchased accounts and factored
                 balance)
3 Profit = Net Income After Taxes (including  extraordinary losses and excluding
extraordinary gains) 4 Six Months Cumulative Profit = Last Six Months Net Income
After Taxes (including extraordinary losses and
                 excluding extraordinary gains)


                                 ACTUAL RATIOS:
STATEMENT DATE:     CURRENT RATIO     DEBT/TNW     # MOS.         6 MOS.YTD
                                                                  EARNINGS

<PAGE>



I, the  undersigned  President of Seller hereby certify that I have examined the
attached Financial Statements dated _______________ and based on my examination,
I certify that:

1)       the  attached  Financial  Statements  are prepared in  accordance  with
         Generally  Accepted  Accounting  Principals  consistently  applied  and
         representing  the true and correct  condition of Seller in all material
         respects,

2)       I have  calculated the actual  criteria and ratios  indicated  above in
         accordance with those statements, and

3)       no defaults have  occurred  under our  Revolving  Account  Transfer and
         Purchase Agreement (Batch) which remain unwaived as of this date.

Based on these  ratios and in  accordance  with the above  Pricing  Schedule,  I
hereby request that the pricing on future receivables purchased by * be adjusted
to a Discount Rate of  __________________  and future Servicing Fees be equal to
________% according to the Performance Based Pricing Addendum.


                                    ORYX POWER PRODUCTS CORPORATION


                                    By:
                                    Name:   Philip Micciche
                                    Title:  Chief Executive Officer

                                    ORYX INSTRUMENTS AND MATERIALS CORPORATION


                                    By:
                                    Name:   Philip Micciche
                                    Title:  Chief Executive Officer

                                    Accepted  by *  to  be
                                    effective on purchases
                                    after this _______ day
                                    of _____________, 199___.


                                    By:
                                    Name:
                                    Title:








                        CONFIDENTIAL TREATMENT REQUESTED
[*] Denotes  information  for which  confidential  treatment has been requested.
Confidential portions omitted have been filed separately with the Commission.


                        REVOLVING CREDIT PROMISSORY NOTE


$1,500,000.00                                                       May 29, 1997

FOR VALUE RECEIVED, on or before May 28, 1998 ("Maturity Date"), the undersigned
and if more than one, each of them, jointly and severally  (hereinafter referred
to as "Borrower"),  promises to pay to the order of *. ("*") at its offices in *
County,  *, at *, the principal  amount of ONE MILLION FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS  ($1,500,000.00)  ("Total Principal Amount"), or such amount less
than the Total  Principal  Amount which is outstanding  from time to time if the
total amount outstanding under this Revolving Credit Promissory Note ("Note") is
less than the Total  Principal  Amount,  together  with interest at the rate set
forth  below on such  portion  of the  Total  Principal  Amount  which  has been
advanced to Borrower from the date advanced until paid.

Interest Rate. The unpaid principal amount of this Note shall bear interest at a
fluctuating rate per annum which shall from day to day be equal to the lesser of
(a) the Maximum Rate (as hereinafter  defined), or (b) a rate ("Contract Rate"),
calculated  on the basis of the actual days elapsed but computed as if each year
consisted of 360 days,  equal to the sum of (i) the Base Rate of interest ("Base
Rate") as established from time to time by * (which may not be the lowest,  best
or most favorable rate of interest which * may charge on loans to its customers)
plus (ii) Two percent (2.0%), each change in the rate to he charged on this Note
to become  effective  without  notice to Borrower on the effective  date of each
change  in the  Maximum  Rate or the Base  Rate,  as the case may be;  provided,
however,  in no event shall the Contract Rate be less than seven percent  (7.0%)
per annum; provided,  further that if at any time the Contract Rate shall exceed
the Maximum Rate, thereby causing the interest on this Note to be limited to the
Maximum Rate,  then any  subsequent  reduction in the Base Rate shall not reduce
the rate of interest on this Note below the Maximum  Rate until the total amount
of interest  accrued on this Note equals the amount of interest which would have
accrued on this Note if the Contract  Rate had at all times been in effect.  The
term  "Maximum  Rate",  as used  herein,  shall mean at the  particular  time in
question the maximum rate of interest which,  under  applicable law, may then be
charged on this Note.  If such maximum rate of interest  changes  after the date
hereof, the Maximum Rate shall be automatically  increased or decreased,  as the
case may be,  without  notice to Borrower  from time to time as of the effective
date of each change in such maximum rate.  If  applicable  law ceases to provide
for such a maximum rate of interest, the Maximum Rate shall be equal to the Base
Rate, plus six and one-half percent (6.5%) per annum.

Repayment         Terms. The principal of and all accrued but unpaid interest on
                  this Note shall be due and payable as follows:

         (a)      interest  shall  be due and  payable  monthly  as it  accrues,
                  commencing on the 15th day of June, 1997 and continuing on the
                  15th day of each successive month  thereafter  during the term
                  of this Note; and

         (b)      the outstanding  principal balance of this Note, together with
                  all accrued but unpaid  interest,  shall be due and payable on
                  the Maturity Date.

Borrower  authorizes  * to effect all  payments  due under this Note by debiting
Account  No. * of  Borrower at * (the  "Debit  Account")  through the  Automated
Clearing  House  system  ("ACH").   Such  authorization  shall  not  affect  the
obligations  of  Borrower to make all  payments  when due  hereunder.  If on any
payment  date  there are  insufficient  funds in the Debit  Account to make such
payments in full, Borrower agrees to pay * on demand a $100.00 manual processing
fee.  All  payments  of  principal  of or interest on this Note shall be made in
lawful money of the United  States of America in  immediately  available  funds,
and,  if such  payments  are not  made via  ACH,  shall  be made at *'s  address
indicated  above, or such other place as the holder of this Note shall designate
in writing to Borrower.  If any payment of principal of or interest on this Note
shall become due on a day which is not a Business Day (as hereinafter  defined),
such  payment  shall be made on the next  succeeding  Business  Day and any such
extension of time shall be included in  computing  interest in  connection  with
such payment.  As used herein,  the term "Business Day" shall mean any day other
than a Saturday, Sunday or any other day on which *'s office in Fort Worth, * is
closed. All regularly  scheduled payments of the indebtedness  evidenced by this
Note shall be applied  first to any  accrued  but unpaid  interest  then due and
payable  hereunder  and then to the principal  amount then due and payable.  The
books  and  records  of * shall  be  prima  facie  evidence  of all  outstanding
principal  of and accrued and unpaid  interest on this Note.  To the extent that
any  interest  is not paid on or before the fifth day after it  becomes  due and
payable,  * may, at its option,  add such accrued  interest to the  principal of
this Note.  Notwithstanding  anything  herein to the contrary,  upon an Event of
Default (as  hereinafter  defined) or at maturity,  whether by  acceleration  or
otherwise,  all principal of this Note shall,  at the option of *, bear interest
at the Maximum Rate until paid.

Prepayment Penalty.  Borrower may from time to time prepay all or any portion of
the outstanding  principal balance of this Note without premium or penalty, upon
ten (10) days prior written  notice to *, in increments of at least  $50,000.00;
provided, however, if (a) all outstanding principal hereunder is prepaid in full
(or no  advances  ever made under this  Note),  and (b)  Borrower  notifies * of
Borrower's  intention  to  terminate  financing  under  this  Note  prior to the
Maturity Date,  then, in addition to such principal  prepayment,  there shall be
due and owing by Borrower at such time a prepayment  penalty  equal to 3% of the
Total  Principal  Amount if such  prepayment  occurs prior to the Maturity Date.
Furthermore,  should  Borrower  notify * of Borrower's  intention to voluntarily
terminate the Purchase  Agreement (as hereinafter  defined),  it shall be deemed
notification by Borrower to * of Borrower's  intention to voluntarily  terminate
financing under this Note and to prepay this Note in full on the same day of the
effective date of termination of the Purchase  Agreement,  such prepayment to be
subject  to the  terms  and  conditions  of the  foregoing  prepayment  penalty.
Notwithstanding  the  foregoing,  in the event the * Base Rate  exceeds the Bank
One,  *,  N.A.  Base  Rate by more  than  100  basis  points  for  more  than 30
consecutive days (the "Rate Termination Event"), Seller shall have the right for
30 days after such event to  terminate  this  Agreement  without  payment of the
termination  fee;  provided,  however,  Seller  must  notify * in writing of its
intention  to so  terminate  within  10  days  after  the  occurrence  of a Rate
Termination Event.

Loan  Documents.  This Note is subject to the terms and  conditions set forth in
that certain Loan Agreement of even date herewith by and between  Borrower and *
(the "Loan  Agreement).  This Note, the Loan  Agreement and all other  documents
evidencing, securing, governing, guaranteeing and/or pertaining to this Note are
hereinafter collectively referred to as the "Loan Documents". The holder of this
Note is entitled to the benefits and security provided in the Loan Documents.

Advances.  Subject  to the terms of the Loan  Agreement,  Borrower  may  request
advances and make  payments  hereunder  from time to time,  provided  that it is
understood and agreed that the aggregate  principal amount outstanding from time
to time hereunder shall not at any time exceed the Total Principal  Amount.  The
unpaid balance of this Note shall increase and decrease with each new advance or
payment hereunder,  as the case may be. This Note shall not be deemed terminated
or canceled prior to the Maturity Date,  although the entire  principal  balance
hereof may from time to time be paid in full.  Subject to the terms of this Note
and the other Loan Documents, Borrower may borrow, repay and reborrow hereunder.

Purpose.  Borrower  agrees  that no  advances  under this Note shall be used for
personal, family or household purposes, and that all advances hereunder shall be
used solely for business, commercial, investment or other similar purposes.

Event of Default. Borrower  agrees that upon the  occurrence of any
                  one or more of the  following  events of  default  ("Event  of
                  Default"):

         (a)      failure  of  Borrower  to pay  when  due  any  installment  of
                  principal  of  or  interest  on  this  Note  or on  any  other
                  indebtedness now or hereafter owing by Borrower to *; or

         (b)      the occurrence of any event of default specified in any of the
                  other Loan Documents; or

         (c)      the  occurrence  of an event of  default  or the breach of any
                  term or  covenant  under that  certain  account  transfer  and
                  purchase  agreement  of  even  date  herewith  between  *  and
                  Borrower,  as may be amended from time to time (the  "Purchase
                  Agreement")  or if the  Purchase  Agreement  terminates  or is
                  terminated by either party for any reason; or

         (d)      the  bankruptcy  or  insolvency  of,  the  assignment  for the
                  benefit of creditors by, or the  appointment of a receiver for
                  any of the  property  of,  or  the  liquidation,  termination,
                  dissolution or death or legal incapacity of Borrower;

the holder of this Note may, at its option,  without  further  notice or demand,
(i) declare the outstanding principal balance of and accrued but unpaid interest
on this Note at once due and  payable,  (ii)  refuse to advance  any  additional
amounts under the Note, (iii) foreclose all liens securing payment hereof,  (iv)
pursue any and all other rights,  remedies and recourses available to the holder
hereof,  including  but not limited to any such  rights,  remedies or  recourses
under  the  other  Loan  Documents,  at law or in  equity,  or  (v)  pursue  any
combination of the  foregoing.  The failure to exercise the option to accelerate
the maturity of this Note or any other right remedy or recourse available to the
holder  hereof upon the  occurrence of an Event of Default  hereunder  shall not
constitute a waiver of the right of the holder of this Note to exercise the same
at that time or at any subsequent  time with respect to such Event of Default or
any other Event of Default.  The rights,  remedies  and  recourses of the holder
hereof,  as provided in this Note and in any of the other Loan Documents,  shall
be cumulative  and  concurrent and may be pursued  separately,  successively  or
together as often as occasion  therefore  shall arise, at the sole discretion of
the holder hereof. The acceptance by the holder hereof of any payment under this
Note which is less than the  payment in full of all  amounts  due and payable at
the time of such payment shall not (i) constitute a waiver of or impair, reduce,
release or extinguish  any right,  remedy or recourse of the holder  hereof,  or
nullify  any prior  exercise  of any such  right,  remedy or  recourse,  or (ii)
impair,  reduce, release or extinguish the obligations of any party liable under
any of the other Loan Documents as originally provided herein or therein.

Compliance  With Usury Laws. This Note and the other Loan Documents are intended
to be performed in  accordance  with,  and only to the extent  permitted by, all
applicable  usury  laws.  Accordingly,  notwithstanding  any  provision  to  the
contrary in this Note or any of the other Loan Documents, in no event whatsoever
shall this Note or any of the other Loan Documents require the payment or permit
the payment, taking,  reserving,  receiving,  collection or charging of any sums
constituting  interest  under  applicable  laws which exceed the maximum  amount
permitted by such laws.  If any such excess  interest is called for,  contracted
for, charged,  taken,  reserved, or received in connection with this Note or any
of the other Loan Documents, or in any communication by * or any other person to
Borrower or any other  person,  or in the event all or part of the  principal or
interest  shall  be  prepaid  or   accelerated,   so  that  under  any  of  such
circumstances or under any other circumstance  whatsoever the amount of interest
contracted for, charged, taken, reserved, or received on the amount of principal
actually  outstanding from time to time under this Note or any of the other Loan
Documents  shall exceed the maximum  amount of interest  permitted by applicable
usury laws,  then in any such event it is agreed as follows:  (i) the provisions
of this Section  shall govern and control;  (ii) neither  Borrower nor any other
person or entity now or hereafter  liable for payments under this Note or any of
the other Loan  Documents  shall be obligated to pay the amount of such interest
to the extent  such  interest  is in excess of the  maximum  amount of  interest
permitted by applicable  usury laws;  (iii) any such excess which is or has been
received  notwithstanding this Section shall be credited against the then unpaid
principal  balance of this Note and the other Loan Documents or, if this Note or
any of the  other  Loan  Documents  has  been or  would  be paid in full by such
credit, refunded to Borrower, and (iv) the provisions of this Note or any of the
other Loan Documents,  and any  communication to Borrower,  shall immediately be
deemed  reformed  and such excess  interest  reduced,  without the  necessity of
executing  any  other  document,  to  the  maximum  lawful  rate  allowed  under
applicable  laws as now or  hereafter  construed by courts  having  jurisdiction
hereof or thereof.  Without limiting the foregoing, all calculations of the rate
of interest contracted for, charged,  taken, reserved, or received in connection
herewith which are made for the purpose of determining whether such rate exceeds
the maximum lawful rate shall be made to the extent permitted by applicable laws
by amortizing, prorating, allocating and spreading during the period of the full
term of this Note or any of the other Loan  Documents,  including  all prior and
subsequent  renewals and  extensions,  all interest at any time  contracted for,
charged, taken, reserved, or received. The terms of this Section shall be deemed
to be incorporated into every other Loan Document.

Borrower and * agree that * (which regulates certain revolving loan accounts and
revolving  tri-party  accounts)  shall not apply to any revolving  loan accounts
created under this Note or maintained in connection therewith.

To the extent that the interest  rate laws of the State of * are  applicable  to
this Note,  the  applicable  interest  rate  ceiling is the  indicated  (weekly)
ceiling determined in accordance with * of the *, as amended, and, to the extent
that this Note is deemed an open end account as such term is defined in * of the
*, as amended,  * retains the right to modify the  interest  rate in  accordance
with applicable law. As used in this Note, the term  "applicable  law" means the
laws of the State of * laws or the  United  States of  America,  whichever  laws
allow the greater interest,  as such laws now exist or may be changed or amended
or come into effect in the future.

Costs of Collection; Waivers. If this Note is placed in the hands of an attorney
for collection,  or is collected in whole or in part by suit or through probate,
bankruptcy or other legal  proceedings of any kind,  Borrower  agrees to pay, in
addition  to all  other  sums  payable  hereunder,  all costs  and  expenses  of
collection,  including but not limited to reasonable  attorneys' fees.  Borrower
and  any  and  all  endorsers  and  guarantors  of  this  Note  severally  waive
presentment  for  payment,  notice of  nonpayment,  protest,  demand,  notice of
protest,  notice of intent to accelerate,  notice of acceleration  and dishonor,
diligence  in  enforcement  and  indulgences  of every kind and without  further
notice  hereby  agree  to  renewals,   extensions,   exchanges  or  releases  of
collateral,  taking of additional  collateral  indulgences or partial  payments,
either before or after maturity.

Governing Law; Venue; Submission to Jurisdiction. THIS NOTE SHALL BE GOVERNED BY
AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF *  WITHOUT  GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.  THIS NOTE IS PERFORMABLE
IN * COUNTY,  *. BORROWER  AGREES THAT * COUNTY,  * SHALL BE THE EXCLUSIVE VENUE
FOR  LITIGATION  OF ANY DISPUTE OR CLAIM ARISING UNDER OR RELATING TO THIS NOTE,
AND THAT SUCH COUNTY IS A  CONVENIENT  FORUM IN WHICH TO DECIDE ANY SUCH DISPUTE
OR  CLAIM.  BORROWER  CONSENTS  TO THE  PERSONAL  JURISDICTION  OF THE STATE AND
FEDERAL COURTS LOCATED IN * COUNTY,  * FOR THE LITIGATION OF ANY SUCH DISPUTE OR
CLAIM.  BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION  WHICH IT MAY NOW OR HEREAFTER  HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH  PROCEEDING  BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Waiver of Jury Trial.  BORROWER HEREBY IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT
PERMITTED  BY LAW,  ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN  RESPECT  OF ANY
LITIGATION  DIRECTLY  OR  INDIRECTLY  AT ANY TIME  ARISING  OUT OF,  UNDER OR IN
CONNECTION WITH THIS NOTE OR ANY TRANSACTION  CONTEMPLATED  HEREBY OR ASSOCIATED
HEREWITH.

FINAL  AGREEMENT.  THIS NOTE AND THE OTHER LOAN  DOCUMENTS  REPRESENT  THE FINAL
AGREEMENT  BETWEEN * AND BORROWER WITH RESPECT TO THE TRANSACTIONS  CONTEMPLATED
HEREIN AND MAY NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS,  OR
SUBSEQUENT  ORAL  AGREEMENTS  OF  THE  PARTIES.  THERE  ARE  NO  UNWRITTEN  ORAL
AGREEMENTS BETWEEN THE PARTIES.


                                                BORROWER:


                                                ORYX TECHNOLOGY CORPORATION


                                                By:
                                                Name:   Philip Micciche
                                                Title:  Chief Executive Officer






                        CONFIDENTIAL TREATMENT REQUESTED
[*] Denotes  information  for which  confidential  treatment has been requested.
Confidential portions omitted have been filed separately with the Commission.


                                 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 *,
a * corporation  doing  business  as * ("*").  In  connection  with the  mutual
covenants and agreements contained herein, the parties hereto agrees as follows:


1.       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 * in  writing  prior to any  advances  under the Line of
         Credit over which * 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 * 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 * in *  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.

         "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
         *'s rights or defense of *'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  * 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 * 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 * 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 *, as may
         be amended from time to time.

         "Subordinated  Debt"  means  indebtedness  owing  by any  Obligor  to a
         creditor other than * 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 *, such  subordination  to be
         evidenced  by a  written  agreement  between  *  and  the  subordinated
         creditor which is in form and substance satisfactory to *.

         "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, * 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,  * 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  30th  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 * 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 reborrow under the Line
                  of Credit. The sums advanced under the Line of Credit shall be
                  used for working capital purposes.


3.       Promissory  Notes.   Borrower  agrees  to  execute,   contemporaneously
         herewith,  a  promissory  note  payable  to the order of *, in form and
         substance acceptable to * in * sole and absolute  discretion,  for each
         Credit Facility provided  hereunder to evidence the indebtedness  owing
         by  Borrower  to * 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 *, Borrower and Guarantors shall each
         grant to *, 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 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 * shall deem  appropriate  and  otherwise
         require from time to time to more fully create and perfect *'s lien and
         security interests in the Collateral.

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

6.       Fees.

                  a. Commitment Fee.  Borrower shall pay to *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 30th day after the date of
                  execution  hereof;  and (iii)  $2,812.50 on or before the 60th
                  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 *, in *'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 *
                  by  Borrower  which is in excess  of *'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 *.
                  Borrower and * acknowledge  and agree that the commitment fees
                  are  reasonable  compensation  to  *  for  making  the  Credit
                  Facilities available to Borrower and for no other purpose.

                  b.  Servicing  Fee.  Borrower  agrees to pay * 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  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  *, in *'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 *
                  when due.  Borrower and * acknowledge and agree that such fees
                  are  reasonable  compensation  to  *  for  making  the  Credit
                  Facilities available to Borrower and for no other purpose.

         c.       Monthly Fee.  Borrower agrees to pay * a monthly fee ("Monthly
                  Fee") on the first day of each
               
                                  ------------
                  calendar month equal to $1,500.00,  less the accrued  interest
                  under the Line of Credit and the

                                      ----

                  Servicing  Fee which are  collected  by * in and for the prior
                  calendar  month.  Borrower  hereby  authorizes  *, in *'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 * when due.  Borrower and *  acknowledge  and
                  agree  that such  fees are  reasonable  compensation  to * 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 * 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.

         d.       Financial  Condition.  Each  financial  statement  of Obligors
                  supplied to * 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 *.

         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.  *'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 * 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 * 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 * 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) *'s  receipt  of all  Loan  Documents
         appropriately  executed by  Borrower,  Guarantors  and all other proper
         parties, and (iv) *'s receipt of all fees and expenses owing to * 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) * has no  further
         commitment to lend  hereunder,  Borrower  agrees and covenants  that it
         will, unless * shall otherwise consent in writing:

         a.       Accounts and Records. Maintain the Obligor's books and records
                  in accordance with generally accepted accounting principles.

         b.       Right  of   Inspection.   Permit  *  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 day, 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 * with an appraisal satisfactory
                  to * of the forced  liquidation value of the inventory of Oryx
                  Instruments and Materials  Corporation and Oryx Power Products
                  Corporation  by an  appraiser  acceptable  to * 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 *,  within 60 days from the
                  initial  advance  under  the  Line  of  Credit,  an  agreement
                  satisfactory  in form and  substance to * which such  landlord
                  waives  any  lien or  other  rights  landlord  may have in the
                  Collateral and gives * access to the leased premises.

         e.       Right  to   Additional   Information.   Furnish  *  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
                  * 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 *.

         i.       Notice of Material Change/Litigation.  Borrower shall promptly
                  notify * 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 * 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) * has no  further
         commitment  to lend  hereunder,  Borrower  will not and will  cause the
         Guarantors to not, without the prior written consent of *:


         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 * 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 *, (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 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 * 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 *, (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 *, (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 * 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 * 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 * five (5) days prior  written
                  notice, if possible.

11.      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) * 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 * 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 * is due
         to receive  financial  statements  of  Borrower  hereunder  which would
         indicate  any  breach of this  financial  covenant,  or (ii) the date *
         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) * has no  further
         commitment to lend hereunder,  Borrower will,  unless * shall otherwise
         consent in writing, furnish to *:

         a.       Financial  Statements.  Borrower  agrees to  furnish  to * (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) 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 * 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 *.

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 * 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 *.

         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 *.

         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 * is
                  not true and correct in any material respect.

         f.       Default to Third  Party.  The  occurrence  of any event  which
                  permits the  acceleration of the maturity of any  indebtedness
                  in excess of  $50,000.00  owing by any of the  Obligors to any
                  third party under any agreement or undertaking.

         g.       Bankruptcy.  The filing of a voluntary or involuntary  case by
                  or  against  any of  the  Obligors  under  the  United  States
                  Bankruptcy  Code or other  present or future  federal or state
                  insolvency,  bankruptcy or similar laws, or the appointment of
                  a  receiver,   trustee,   conservator   or  custodian   for  a
                  substantial portion of assets of any of the Obligors and, with
                  respect to an involuntary case, the case shall be consented to
                  by such  party or is not  dismissed  within  60 days  from the
                  effective date thereof.

         h.       Insolvency. Any of the Obligors shall become insolvent, make a
                  transfer in fraud of creditors or make an  assignment  for the
                  benefit of creditors.

         i.       Involuntary   Lien.   The  filing  or   commencement   of  any
                  involuntary lien, garnishment, attachment or the like shall be
                  issued against or with respect to the Collateral.

         j.       Tax Lien.  Any of the  Obligors  shall have a federal or state
                  tax lien filed against any of its properties.

         k.       Execution on Collateral. The Collateral or any portion thereof
                  is taken on execution or other process of law.

         l.       ERISA Plan.  Either (i) any "accumulated  funding  deficiency"
                  (as defined in Section 412(a) of the Internal  Revenue Code of
                  1986, as amended) in excess of $50,000  exists with respect to
                  any ERISA  Plan of  Borrower,  or (ii) any  Termination  Event
                  occurs with respect to any ERISA Plan of Borrower and the then
                  current value of such ERISA Plan's benefit liabilities exceeds
                  the then current value of such ERISA Plan's  assets  available
                  for the  payment  of such  benefit  liabilities  by more  than
                  $50,000.

         n.       Guarantor's  Obligations.  If any of  the  obligations  of any
                  Guarantor is limited or  terminated  by operation of law or by
                  the Guarantor.

         o.       Judgment. The entry against any of the Obligors of a final and
                  nonappealable  judgment  for the payment of money in excess of
                  $50,000 (not covered by insurance  satisfactory to * in * sole
                  discretion).

         p.       Termination   of  Purchase   Agreement.   The   expiration  or
                  termination  of the Purchase  Agreement by either  party,  for
                  whatever reason.

         Nothing  contained in this Loan  Agreement  shall be construed to limit
         the events of default enumerated in any of the other Loan Documents and
         all such events of default shall be cumulative.

14.      Remedies.  Upon  the  occurrence  of any one or  more of the  foregoing
         Events of Default,  (a) the entire  unpaid  balance of principal of the
         Notes,  together with all accrued but unpaid interest thereon,  and all
         other  indebtedness  owing to * by Borrower at such time shall,  at the
         option of *, become immediately due and payable without further notice,
         demand,   presentation,   notice  of  dishonor,  notice  of  intent  to
         accelerate, notice of acceleration, protest or notice of protest of any
         kind, all of which are expressly waived by Borrower,  and (b) * may, at
         its option,  cease further  advances under any of the Notes;  provided,
         however, concurrently and automatically with the occurrence of an Event
         of Default under
 
                                     -------

         Subsections (g) and (h) in the Section  entitled "Event of Default" (i)
         further advances under the Notes

                                   -----------

         shall cease, and (ii) the Notes and all other  indebtedness  owing to *
         by Borrower at such time shall, without any action by *, become due and
         payable,  without  further  notice,  demand,  presentation,  notice  of
         dishonor,  notice of  acceleration,  notice  of  intent to  accelerate,
         protest or notice of protest  of any kind,  all of which are  expressly
         waived by  Borrower.  All  rights and  remedies  of * set forth in this
         Agreement and in any of the other Loan  Documents may also be exercised
         by *, at its option to be  exercised in its sole  discretion,  upon the
         occurrence of an Event of Default.

15.      Indemnification.  Borrower  hereby  indemnifies  and agrees to hold  
         harmless  and defend all  Indemnified
         
                                ---------------

         Persons from and against any and all Indemnified  Claims. THE FOREGOING
         INDEMNIFICATION  SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED CLAIMS ARE
         IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART,  UNDER ANY CLAIM
         OR THEORY OF STRICT  LIABILITY,  OR ARE CAUSED, IN WHOLE OR IN PART, BY
         ANY  NEGLIGENT  ACT OR OMISSION OF ANY  INDEMNIFIED  PERSON,  but shall
         exclude any of the foregoing  resulting from such Indemnified  Person's
         gross negligence or willful misconduct.  If Borrower or any third party
         ever  alleges  any  gross  negligence  or  willful  misconduct  by  any
         Indemnified  Person, the  indemnification  provided for in this Section
         shall  nonetheless be paid upon demand,  subject to later adjustment or
         reimbursement,  until  such time as a court of  competent  jurisdiction
         enters a final  judgment  as to the extent  and  affect of the  alleged
         gross negligence or willful  misconduct.  Upon notification and demand,
         Borrower agrees to provide defense of any Indemnified  Claim and to pay
         all costs and expenses of counsel selected by any Indemnified Person in
         respect  thereof.  Any Indemnified  Person against whom any Indemnified
         Claim may be asserted  reserves the right to settle or  compromise  any
         such Indemnified Claim as such Indemnified  Person may determine in its
         sole  discretion,  and the obligations of such Indemnified  Person,  if
         any,  pursuant to any such  settlement  or  compromise  shall be deemed
         included within the Indemnified Claims. Except as specifically provided
         in this  section,  Borrower  waives all  notices  from any  Indemnified
         Person. The provisions of this Section shall survive the termination of
         this Agreement.

16.      Rights  Cumulative.  All rights of * under the terms of this  Agreement
         shall be  cumulative  of, and in addition to, the rights of * under any
         and all other  agreements  between  Borrower and * (including,  but not
         limited  to,  the other Loan  Documents),  and not in  substitution  or
         diminution of any rights now or hereafter  held by * under the terms of
         any other agreement.

17.      Waiver and  Agreement.  Neither the failure  nor any delay on the part 
         of * to exercise  any right,  power
  
                              ---------------------

         or  privilege  herein or under any of the other  Loan  Documents  shall
         operate as a waiver thereof,  nor shall any single or partial  exercise
         of such  right,  power or  privilege  preclude  any  other  or  further
         exercise  thereof  or  the  exercise  of  any  other  right,  power  or
         privilege.  No waiver of any provision in this Loan Agreement or in any
         of the other Loan  Documents  and no  departure  by Borrower  therefrom
         shall be effective unless the same shall be in writing and signed by *,
         and then shall be effective  only in the specific  instance and for the
         purpose for which given and to the extent specified in such writing. No
         modification or amendment to this Loan Agreement or to any of the other
         Loan Documents shall be valid or effective unless the same is signed by
         the party against whom it is sought to be enforced.

18.      Benefits. This Agreement shall be binding upon and inure to the benefit
         of *  and  Borrower,  and  their  respective  successors  and  assigns,
         provided,  however,  that  Borrower may not,  without the prior written
         consent of *, assign any rights,  powers,  duties or obligations  under
         this Loan  Agreement  or any of the  other  Loan  Documents;  provided,
         further,  that to the extent  *'s  obligations  hereunder  or under the
         other Loan  Documents  are assigned,  the assignee must have  financial
         resources, liquidity and operational expertise comparable to *.

19.      Notices.  All  notices,  requests,  demands or other  communications  
         required  or  permitted  to be given
 
                                     -------
  
         pursuant  to this  Agreement  shall  be in  writing  and  given  by (i)
         personal  delivery,  (ii)  expedited  delivery  service  with  proof of
         delivery,  or (iii) United States mail, postage prepaid,  registered or
         certified  mail,  return  receipt  requested,   sent  to  the  intended
         addressee  at the  address set forth on the  signature  page hereof and
         shall be deemed to have been received  either,  in the case of personal
         delivery, as of the time of personal delivery, in the case of expedited
         delivery  service,  as of the date of first  attempted  delivery at the
         address and in the manner provided herein, or in the case of mail, upon
         deposit in a  depository  receptacle  under the care and custody of the
         United  States  Postal  Service.  Either  party shall have the right to
         change its address for notice  hereunder to any other  location  within
         the continental  United States by notice to the other party of such new
         address at least thirty (30) days prior to the  effective  date of such
         new address.

20.      Governing Law;  Venue;  Submission to  Jurisdiction.  THIS AGREEMENT 
         AND THE OTHER LOAN DOCUMENTS SHALL BE

                             ----------------------

         GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF *
         WITHOUT  GIVING EFFECT TO THE  PRINCIPLES OF CONFLICTS OF LAWS THEREOF,
         EXCEPT  TO THE  EXTENT  PERFECTION  AND THE  EFFECT  OF  PERFECTION  OR
         NON-PERFECTION   OF  THE  SECURITY   INTEREST   GRANTED   HEREUNDER  OR
         THEREUNDER,  IN RESPECT OF ANY PARTICULAR  COLLATERAL,  ARE GOVERNED BY
         THE LAWS OF A  JURISDICTION  OTHER THAN THE STATE OF *. THIS  AGREEMENT
         AND THE OTHER  LOAN  DOCUMENTS  ARE  PERFORMABLE  BY THE  PARTIES  IN *
         COUNTY,  *.  BORROWER  AND * EACH AGREE  THAT * COUNTY,  * SHALL BE THE
         EXCLUSIVE VENUE FOR LITIGATION OF ANY DISPUTE OR CLAIM ARISING UNDER OR
         RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,  AND THAT SUCH
         COUNTY IS A  CONVENIENT  FORUM IN WHICH TO DECIDE  ANY SUCH  DISPUTE OR
         CLAIM.  BORROWER AND * EACH CONSENT TO THE PERSONAL JURISDICTION OF THE
         STATE AND FEDERAL COURTS  LOCATED IN * COUNTY,  * FOR THE LITIGATION OF
         ANY SUCH DISPUTE OR CLAIM.  BORROWER IRREVOCABLY WAIVES, TO THE FULLEST
         EXTENT  PERMITTED BY LAW, ANY  OBJECTION  WHICH IT MAY NOW OR HEREAFTER
         HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING  BROUGHT IN SUCH
         A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING  BROUGHT IN SUCH A COURT
         HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

21.      Waiver of Jury Trial. BORROWER AND * EACH HEREBY IRREVOCABLY WAIVES, TO
         THE MAXIMUM  EXTENT  PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
         BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY AT ANY TIME
         ARISING  OUT OF,  UNDER OR IN  CONNECTION  WITH THIS  AGREEMENT  OR ANY
         TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

22.      Invalid  Provisions.  If any provision of this  Agreement or any of the
         other Loan  Documents is held to be illegal,  invalid or  unenforceable
         under present or future laws,  such provision  shall be fully severable
         and the remaining provisions of this Agreement or any of the other Loan
         Documents  shall  remain  in full  force  and  effect  and shall not be
         affected by the illegal,  invalid or unenforceable  provision or by its
         severance.

23.      Expenses. Borrower shall pay all costs and expenses (including, without
         limitation,  reasonable  attorneys'  fees) in  connection  with (i) any
         action required in the course of administration of the indebtedness and
         obligations evidenced by the Loan Documents, and (ii) any action in the
         enforcement of *'s rights upon the occurrence of Event of Default.

24.      Participation of the Credit Facilities.  Borrower agrees that * may, at
         its option,  sell  interests  in any of the Credit  Facilities  and its
         rights  under this  Agreement  and the other  Loan  Documents  and,  in
         connection  with each such sale, * may disclose any financial and other
         information  available  to *  concerning  Borrower to each  prospective
         purchaser  and  assignee  as  long as any  such  prospect  executes  an
         agreement   to  hold   any   such   information   concerning   Borrower
         confidential.

25.      Conflicts.  In the event any term or provision  hereof is  inconsistent
         with or conflicts with any provision of the other Loan  Documents,  the
         terms  and  provisions  contained  in  this  Loan  Agreement  shall  be
         controlling.

26.      Counterparts.  This Agreement may be separately  executed in any number
         of counterparts,  each of which shall be an original, but all of which,
         taken  together,  shall  be  deemed  to  constitute  one and  the  same
         instrument.

27.      ENTIRE  AGREEMENT.  THIS  AGREEMENT,  THE  NOTES  AND  THE  OTHER  LOAN
         DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO WITH
         RESPECT  TO  THE  TRANSACTIONS  CONTEMPLATED  HEREIN  AND  MAY  NOT  BE
         CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,  OR SUBSEQUENT ORAL
         AGREEMENTS  OF THE  PARTIES.  THERE ARE NO  UNWRITTEN  ORAL  AGREEMENTS
         BETWEEN THE PARTIES.  THIS  AGREEMENT ALSO AMENDS AND SUPERSEDES ANY OF
         THE TERMS OF ANY PRIOR WRITTEN  AGREEMENTS  WITH RESPECT TO THE MATTERS
         SET FORTH IN THIS AGREEMENT.

EXECUTED as of the date first above written.

BORROWER:                                                    *

ORYX TECHNOLOGY CORP.                                   By:
By:                                                     Name:
Name:  Philip Micciche                                  Title:
Title: Chief Executive Officer

Borrower's Address:                                      *'s Address:

47371 Bayside Parkway
Fremont, California  94538

                                      Attn:






                                   SCHEDULE A
                        INVENTORY MAINTENANCE CERTIFICATE
                         COMPANY: ORYX TECHNOLOGY CORP.
<TABLE>

<S>                                                                                                       <C>
                                                                                                          Financial Statement
Report # _________________                                                                                Date: ___________

---------------------------------------------------------------------------------------------------------------------------------
1.    INVENTORY
                                                                                                          -----------------------
                                                                                                          -----------------------
      a.  Raw Materials
                                                       -------------------                                -----------------------
                                                                                                          -----------------------
      b.  Work in Process
                                                       -------------------                                -----------------------
                                                                                                          -----------------------
      c.  Finished Goods
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                          -----------------------
2.        TOTAL GROSS INVENTORY Per This Report                                    (Sum of 2a through 2c)
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                          -----------------------
3.    INELIGIBLE INVENTORY
                                                                                                          -----------------------
                                                                                                          -----------------------
      a.  Raw Materials
                                                       -------------------                                -----------------------
                                                                                                          -----------------------
      b.  Work In Process
                                                       -------------------                                -----------------------
                                                                                                          -----------------------
      c.  Finished Goods
                                                       -------------------                                -----------------------
                                                                                                          -----------------------
      d.  Damaged, defective and obsolete inventory
          ----------------------------------------------------------------                                -----------------------
                                                                                                          -----------------------
      e.  Returned or rejected inventory
                                                       -------------------                                -----------------------
                                                                                                          -----------------------
      f.  Consigned Inventory
                                                       -------------------                                -----------------------
                                                                                                          -----------------------
      g.  Inventory In Transit
                                                       -------------------                                -----------------------
                                                                                                          -----------------------
      h.  Inventory not Financed by *
                                                       -------------------                                -----------------------
                                                                                                          -----------------------
      i.  Foreign
                                                       -------------------                                -----------------------
                                                                                                          -----------------------
      j.  Other
                                                       -------------------                                -----------------------
---------------------------------------------------------------------------------------------------------------------------------
4.        TOTAL INELIGIBLE INVENTORY For Company Per This Report                           (Sum of all lines in Section 3 above)
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
5.        NET ELIGIBLE INVENTORY FOR COMPANY                                        (Line 2 minus Line 4)
---------------------------------------------------------------------------------------------------------------------------------
------    -----------------------------------------------------------------------------------------------------------------------
6.        NET ELIGIBLE INVENTORY FOR ORYX POWER PRODUCTS (See attached Schedule)
------    -----------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
7.        NET ELIGIBLE INVENTORY FOR ORYX INSTRUMENTS & MATERIALS (See attached Schedule)
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
8.        NET ELIGIBLE INVENTORY FOR SURGX CORPORATION (See attached Schedule)
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
9.        NET ELIGIBLE INVENTORY                                                       (Sum of lines 5-8)
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
10.   INVENTORY ADVANCE RATE                                                                                                 40%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
11.   GROSS INVENTORY AVAILABILITY Per This Report                         (Line 9 multiplied by Line 10)
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                          -----------------------

                                                                                                          -----------------------
----------------------------------------------------------------------------------------------------------
12.   Maximum Availability:
          Lesser of:       a.  Facility Amount, or           1,500,000.00
                                                       -------------------
                           b.  Line 11
                                                       -------------------

                                                                                                          -----------------------
ADVANCES
                                                                                                          -----------------------
13.   Outstanding Balance Per last Report                                     (Line 17 from prior report)
                                                                                                          -----------------------
14.   LESS:  Payments applied since Last Report
                                                                                                          -----------------------
15.   Balance Prior to New Activity
                                                                                                          -----------------------
16.   ADD: Advance Request Per This Report
                                                                                                          -----------------------
17.   NEW OUTSTANDING BALANCE                                                     (Not to exceed Line 12)
                                                                                                          -----------------------
18.   EXCESS AVAILABILITY                                                         (Line 12 minus Line 17)
---------------------------------------------------------------------------------------------------------------------------------

</TABLE>

The undersigned,  __________________________________________ does hereby certify
that he/she has made a thorough  inquiry into all matters  certified herein and,
based upon such inquiry does hereby certify that:

      1.  He/She is the duly elected,  qualified and acting  ___________________
          of the Company.

      2.  This Maintenance  Certificate is being submitted to * pursuant to that
          certain  Loan  Agreement  dated May 29, 1997 between the Company and *
          (as from time to time as  supplemented or amended,  the  "Agreement").
          Terms used or not  otherwise  defined  herein  shall have the meanings
          assigned to them in the Agreement.

      3.  All  representations and warranties made in the Agreement or any other
          instrument,  document,  certificate  or other  agreement  executed  in
          connection  therewith  (collectively,   the  "Transaction  Documents")
          delivered  on or before the date hereof are true on and as of the date
          hereof   (except  to  the  extent  that  the  facts  upon  which  such
          representations are based have changed by the transaction contemplated
          in the Agreement) as if such  representations  and warranties had been
          made as of the date hereof.

      4.  No Event of Default exists on the date hereof.

      5.  The  Company  has  performed  and  complied  with all  agreements  and
          conditions  required in the  Transaction  Documents to be performed or
          complied with by it on the date hereof.

      6.  After  *  makes  the   advance(s)   requested   by  this   Maintenance
          Certificate, the aggregate amount of all outstanding advances does not
          exceed  the  lesser of (i) the  Facility  Amount  or (ii) the  Maximum
          Availability.

      7.  All  information  contained in this  Maintenance  Certificate is true,
          correct and completed.

IN  WITNESS  HEREOF,  this  instrument  is  executed  by the  undersigned  as of
_______________________, 19 _______.

                              ------------------------------------------
                              Name:  ____________________________________
                              Title: ______________________________________







                                   SCHEDULE B
                        INVENTORY MAINTENANCE CERTIFICATE
                   COMPANY: _________________________________


<TABLE>

<S>                                                                                                      <C>

                                                                                                         Financial Statement
Report # _________________                                                                               Date: ___________

---------------------------------------------------------------------------------------------------------------------------------
1.    INVENTORY
                                                                                                         ------------------------
                                                                                                         ------------------------
      a.  Raw Materials
                                                       -------------------                               ------------------------
                                                                                                         ------------------------
      b.  Work in Process
                                                       -------------------                               ------------------------
                                                                                                         ------------------------
      c.  Finished Goods
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                         ------------------------
2.        TOTAL GROSS INVENTORY Per This Report                                   (Sum of 2a through 2c)
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                         ------------------------
3.    INELIGIBLE INVENTORY
                                                                                                         ------------------------
                                                                                                         ------------------------
      a.  Raw Materials
                                                       -------------------                               ------------------------
                                                                                                         ------------------------
      b.  Work In Process
                                                       -------------------                               ------------------------
                                                                                                         ------------------------
      c.  Finished Goods
                                                       -------------------                               ------------------------
                                                                                                         ------------------------
      d.  Damaged, defective and obsolete inventory
          ----------------------------------------------------------------                               ------------------------
                                                                                                         ------------------------
      e.  Returned or rejected inventory
                                                       -------------------                               ------------------------
                                                                                                         ------------------------
      f.  Consigned Inventory
                                                       -------------------                               ------------------------
                                                                                                         ------------------------
      g.  Inventory In Transit
                                                       -------------------                               ------------------------
                                                                                                         ------------------------
      h.  Inventory not Financed by *
                                                       -------------------                               ------------------------
                                                                                                         ------------------------
      i.  Foreign
                                                       -------------------                               ------------------------
                                                                                                         ------------------------
      j.  Other
                                                       -------------------                               ------------------------
---------------------------------------------------------------------------------------------------------------------------------
4.        TOTAL INELIGIBLE INVENTORY Per This Report                                       (Sum of all lines in Section 3 above)
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
5.        NET ELIGIBLE INVENTORY                                                   (Line 2 minus Line 4)
---------------------------------------------------------------------------------------------------------------------------------

</TABLE>

The undersigned,  __________________________________________ does hereby certify
that he/she has made a thorough  inquiry into all matters  certified herein and,
based upon such inquiry does hereby certify that:

         1.       He/She   is   the   duly   elected,   qualified   and   acting
                  _________________________________of the Company.

         2.       This Maintenance  Certificate is being submitted to * pursuant
                  to that certain Loan Agreement dated May 29, 1997 between Oryx
                  Technology  Corp. and * (as from time to time as  supplemented
                  or  amended,  the  "Agreement").  Terms used or not  otherwise
                  defined herein shall have the meanings assigned to them in the
                  Agreement.


         3.       All information  contained in this Maintenance  Certificate is
                  true, correct and completed.

IN  WITNESS  HEREOF,  this  instrument  is  executed  by the  undersigned  as of
_______________________, 19 _______.


                                  ------------------------------------------
                                  Name:  ____________________________________
                                  Title: ______________________________________