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EXHIBIT 10.37

                       CONFIDENTIAL TREATMENT REQUESTED

  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE PORTIONS OF THIS AGREEMENT
 MARKED [*].  THE OMITTED PORTIONS OF THIS AGREEMENT HAVE BEEN FILED SEPARATELY
                  WITH THE SECURITIES AND EXCHANGE COMMISSION.

                       REVOLVING ACCOUNT TRANSFER
                        AND PURCHASE AGREEMENT
                               (BATCH)


THIS REVOLVING ACCOUNT TRANSFER AND PURCHASE AGREEMENT (Batch) (this
"Agreement") dated as of March 2, 1998 is entered into by and between ORYX
TECHNOLOGY CORP., a Delaware corporation ("[*]"), SURGX CORPORATION, a Delaware
corporation ("Surgx") (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.

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          "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 one and twenty-five hundredths 
          percent (1.25%) per annum, 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 $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 

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          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.

          "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 P.O. Box 60000, San Francisco, CA 
          94160-3270

          "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, [*]'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.


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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 
          3 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).

          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 

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          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 Article 2, Part 7 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       [INTENTIONALLY OMITTED]

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 (.10%) based on the average daily Batch 
          Balance during the immediately preceding month.  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       [INTENTIONALLY OMITTED]

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 

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          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

                                         6

<PAGE>

          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

<PAGE>

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  [*] and 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:


                                         8

<PAGE>


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 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 Surgx into [*] or into 
          another subsidiary of [*]) or liquidate, dissolve or otherwise 
          cease conducting business. 

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, and (ii) as necessary to replace obsolete 
          equipment. 

9.12      TRANSFER OF OWNERSHIP. [*] shall not permit the sale, pledge or 
          other disposition of any ownership interest in Surgx. 

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 

                                      9

<PAGE>

          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 
              $2,500,000.00; 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 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 

                                            10

<PAGE>

          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

                                       11

<PAGE>

          Invoices and Related Data to [*] upon [*]'s request and to allow [*] 
          to visit its offices to inspect, make copies or take  the originals 
          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).

          (o)  The occurrence of an Event of Default under that certain Loan
               Agreement dated May 29, 1997 between [*] and  [*], as may be 
               amended from time to time.

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 


                                      12

<PAGE>

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, Part 5 of Article 9 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.

                                            13

<PAGE>

                             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.
     
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.

                                           14

<PAGE>

          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 

                                           15

<PAGE>

          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 [*], [*] 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 
          Article [*], of the [*] Revised Civil Statutes (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, 

                                          16

<PAGE>

               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. [*] 
               (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 Article [*] of the [*] Revised Civil Statutes, 
               as amended, and, to the extent that this Agreement is deemed 
               an open end account as such term is defined in Article [*] of 
               the [*] Revised Civil Statutes, 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     TRUE SALES.  Seller and [*] acknowledge and agree that the sale of 
          Accounts contemplated and covered hereby are fully intended by the 
          parties hereto as true sales governed by the provisions of Article 
          [*] of the [*] Revised Civil Statutes and Section 9.102 of the [*], 
          as each may be amended from time to time, and, accordingly, legal 
          and equitable title in all of Seller's Accounts sold to and 
          purchased by [*]from time to time hereunder will pass to  [*].

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

                                          ORYX TECHNOLOGY CORP.

By:                                       By: 
     -------------------------------          --------------------------------
Name:                                     Name: Philip Micciche
       -----------------------------      Title: Chief Executive Officer
Title: 
       -----------------------------      

                                          SURGX CORPORATION

                                          By:
                                             ---------------------------------
                                          Name: Philip Micciche
                                          Title: Chief Executive Officer

Address:                                  Address:  46713 Fremont Blvd. 
         ---------------------------                --------------------------
         ---------------------------                Fremont, California 
         ---------------------------                --------------------------
                                                    94538 
                                                    --------------------------
Attn:    ---------------------------      Attn:     --------------------------


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


                                            17

<PAGE>

                                     SCHEDULE A
            TO REVOLVING ACCOUNT TRANSFER AND PURCHASE AGREEMENT (BATCH)
                                DATED MARCH 2, 1998
                                   BY AND BETWEEN
                                         ([*]d/b/a [*]/[*]),
                               ORYX TECHNOLOGY CORP.
                                        AND
                                 SURGX CORPORATION

                              AVAILABILITY CERTIFICATE

<TABLE>
<S>                                                                                            <C>        <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) $500,000.00
-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------
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 March 2 ,1998 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 TECHNOLOGY CORP.                     SURGX CORPORATION


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


                                      18

<PAGE>



















                                      19

<PAGE>
                                          
                                    SCHEDULE A-1
                                          
                                    BILL OF SALE



The undersigned duly authorized corporate officer of ORYX TECHNOLOGY CORP. 
and SURGX 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 March 2, 1998 between  [*] and Seller.

                                              ORYX TECHNOLOGY CORP.

                                              By: 
                                                  ------------------------------
                                              Printed Name: 
                                                            --------------------
                                              Title: 
                                                     ---------------------------
                                              Date:  
                                                     ---------------------------

                                              SURGX CORPORATION

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


                                       20

<PAGE>

                                      SCHEDULE B
                                          TO
             REVOLVING ACCOUNT TRANSFER AND PURCHASE AGREEMENT (BATCH)
                                DATED MARCH 2, 1998
                                   BY AND BETWEEN
                                       ([*] D/B/A [*]/[*]),
                               ORYX TECHNOLOGY CORP.
                                        AND
                                 SURGX CORPORATION
                                          
                                          
                                          
                                          
                                          
Any trade or assumed names referenced in Subsection 6.11 are:

NONE



                                       21
<PAGE>

                                     SCHEDULE C
                                         TO
             REVOLVING ACCOUNT TRANSFER AND PURCHASE AGREEMENT (BATCH)
                                DATED MARCH 2, 1998
                                  BY AND BETWEEN 
                                       ([*] D/B/A [*]/[*]),
                               ORYX TECHNOLOGY CORP.
                                        AND
                                 SURGX CORPORATION






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

1100 Auburn Street 
Fremont, CA 94538


                                     22