EXHIBIT (4)(xiv)

DEFINED TERMS ARE BOLDED -- DO NOT BOLD THE QUOTES.
DAYS, PERCENTS AND DOLLAR AMOUNTS ARE WRITTEN OUT AND IN PARENS.
DO NOT USE THE WORD "THE" BEFORE BANK AND BORROWER.  PLEASE SEARCH THESE TERMS 
AFTER REVISIONS TO MAKE SURE "THE" IS NOT THERE.
REFERENCES ARE TO "PARAGRAPH" NOT "SUBPARAGRAPH" OR "SECTION." 
                LOAN AND SECURITY AGREEMENT
                              
          THIS LOAN AND SECURITY AGREEMENT (this "Agreement") made
     this 25th day of February, 19 97  by and between LASALLE NATIONAL
     BANK, a national banking association ("Bank"), 135 South LaSalle
     Street, Chicago, Illinois 60674, and
                          Brite-Line Technologies, Inc.                   
                                                                          
                             10660 East 51st Avenue                       
                                                                          
                             Denver, Colorado 80239          ("Borrower") 
     [Insert entity designation(s) and address(es) of principal place of
     business].
     
                        WITNESSETH:
                              
          WHEREAS, Borrower may, from time to time, request Loans
     from Bank, and the parties wish to provide for the terms and
     conditions upon which such Loans, if made by Bank, shall be made;
     
          NOW, THEREFORE, in consideration of any Loan (including
     any Loan by renewal or extension) hereafter made to Borrower by Bank,
     and for other good and valuable consideration, the receipt and
     sufficiency of which are hereby acknowledged by Borrower, the parties
     agree as follows:
     
     1. DEFINITIONS.
     
        (a)    "Account," "Account Debtor," "Chattel Paper," "Documents,"
     "Equipment," "General Intangibles," "Goods," "Instruments," and
     "Inventory," shall have the respective meanings assigned to such
     terms, as of the date of this Agreement, in the Illinois Uniform
     Commercial Code.
     
        (b)    "Affiliate" shall mean any Person directly or indirectly
     controlling, controlled by or under common control with Borrower.
     
        (c)    "Collateral" shall mean all of the property of Borrower
     described in paragraph 4 hereof, together with all other real or
     personal property of any Obligor or any other Person now or hereafter
     pledged to Bank to secure, either directly or indirectly, repayment of
     any of the Liabilities.
     
        (d)    "Eligible Account" shall mean an Account owing to Borrower
     which is acceptable to Bank in its sole discretion for lending
     purposes.  Without limiting Bank's discretion, Bank shall, in general,
     consider an Account to be an Eligible Account if it meets, and so long
     as it continues to meet, the following requirements:
     
          (i)  it is genuine and in all respects what it purports to
     be;
     
                (ii)  it is owned by Borrower and Borrower has the right to
     subject it to a security interest in favor of Bank or assign it to
     Bank;
     
          (iii)  it arises from (A) the performance of services by
     Borrower and such services have been fully performed and acknowledged
     and accepted by the Account Debtor thereunder; or (B) the sale or
     lease of Goods by Borrower, and such Goods have been completed in
     accordance with the Account Debtor's specifications (if any) and
     delivered to and accepted by the Account Debtor, such Account Debtor
     has not refused to accept any of the Goods, returned or offered to
     return any of the Goods, or refused to accept any of the services
     which are the subject of such Account, and Borrower has possession of,
     or Borrower has delivered to Bank (at Bank's request) shipping and
     delivery receipts evidencing delivery of such Goods;
     
          (iv)  it is evidenced by an invoice rendered to the
     Account Debtor thereunder, is due and payable within  ninety   (90)
     days after the date of the invoice and does not remain unpaid  ninety 
     (90) days past the invoice date thereof; provided, however, that if
     more than twenty-five  percent (25%) of the aggregate dollar amount of
     invoices owing by a particular Account Debtor remain unpaid ninety
     (90) days after the respective invoice dates thereof, then all
     Accounts owing by that Account Debtor shall be deemed ineligible;
     
          (v)  it is not subject to any prior assignment, claim,
     lien, security interest or encumbrance whatsoever, other than
     Permitted Liens and the security interest granted to Bank hereunder; 
     
          (vi)  it is a valid, legally enforceable and unconditional
     obligation of the Account Debtor thereunder, and is not subject to
     setoff, counterclaim, credit, allowance or adjustment by such Account
     Debtor, or to any claim by such Account Debtor denying liability
     thereunder in whole or in part;
     
          (vii)  it does not arise out of a contract or order which
     fails in any material respect to comply with the requirements of
     applicable law;
     
          (viii)  the Account Debtor thereunder is not a director,
     officer, employee or agent of Borrower, or a Subsidiary, Parent or
     Affiliate, unless the Account arises out of a transaction permitted by
     paragraph 10(i) hereof and is otherwise an Eligible Account;
     
          (ix)  it is not an Account with respect to which the
     Account Debtor is the United States of America or any department,
     agency or instrumentality thereof, unless Borrower assigns its right
     to payment of such Account to Bank pursuant to, and in full compliance
     with, the Assignment of Claims Act of 1940, as amended;
     
          (x)  it is not an Account with respect to which the
     Account Debtor is located in a state which requires Borrower, as a
     precondition to commencing or maintaining an action in the courts of
     that state, either to (A) receive a certificate of authority to do
     business and be in good standing in such state, or (B) file a notice
     of business activities report or similar report with such state's
     taxing authority, unless (x) Borrower has taken one of the actions
     described in clauses (A) or (B), (y) the failure to take one of the
     actions described in either clause (A) or (B) may be cured
     retroactively by Borrower at its election, or (z) Borrower has proven,
     to Bank's satisfaction, that it is exempt from any such requirements
     under any such state's laws;
     
          (xi)  it is an Account which arises out of a sale made in
     the ordinary course of Borrower's business;
     
          (xii)   See Exhibit A
     
          (xiii)  it is not an Account with respect to which the
     Account Debtor's obligation to pay is conditional upon the Account
     Debtor's approval of the Goods or services or is otherwise subject to
     any repurchase obligation or return right (except for the right of
     Account Debtors to return goods for breach of warranty in accordance
     with Borrower's usual and customary business practices),  as with
     sales made on a bill-and-hold, guaranteed sale, sale on approval, sale
     or return or consignment basis;
     
          (xiv)     it is not an Account (A) with respect to which any
     representation or warranty contained in this Agreement is untrue or
     (B) which violates any of the covenants of Borrower contained in this
     Agreement;
     
          (xv)  it is not an Account which, when added to a
     particular Account Debtor's other indebtedness to Borrower, exceeds a
     credit limit determined by Bank in its sole discretion for that
     Account Debtor (except that Accounts excluded from Eligible Accounts
     solely by reason of this subparagraph 1(d)(xv) shall be Eligible
     Accounts to the extent of such credit limit); and
     
          (xvi)  it is not an Account with respect to which the
     prospect of payment or performance by the Account Debtor is or will be
     impaired, as determined by Bank in its sole discretion.
     
        (e)    "Eligible Inventory" shall mean Inventory of Borrower
     which is acceptable to Bank in its sole discretion for lending
     purposes.  Without limiting Bank's discretion, Bank shall, in general,
     consider Inventory to be Eligible Inventory if it meets, and so long
     as it continues to meet, the following requirements:
     
          (i)  it is owned by Borrower and Borrower has the right to
     subject it to a security interest in favor of Bank ;
     
          (ii)  it is located on the premises listed on Exhibit B
     and is not in transit;
     
          (iii) it is not subject to any prior assignment, claim,
     lien, security interest or encumbrance whatsoever, other than
     Permitted Liens and the security interest granted to Bank hereunder;
     
          (iv)  if held for sale or lease or furnishing under
     contracts of service, it is (except as Bank may otherwise consent in
     writing) new and unused and free from defects which would, in Bank's
     sole determination, affect its market value;
     
          (v)  it is not stored with a bailee, consignee,
     warehouseman, processor or similar party unless Bank has given its
     prior written approval and Borrower has caused any such bailee,
     consignee, warehouseman, processor or similar party to issue and
     deliver to Bank, in form and substance acceptable to Bank, such UCC
     financing statements, warehouse receipts, waivers and other documents
     as Bank shall require;
     
          (vi)  Bank has determined in accordance with Bank's
     customary business practices that it is not unacceptable due to age,
     type, category or quantity; and
     
          (vii)  it is not Inventory (A) with respect to which any
     of the representations and warranties contained in this Agreement are
     untrue or (B) which violates any of the covenants of Borrower
     contained in this Agreement.
     
        (f)    "Event of Default" shall have the meaning specified in
     paragraph 12 hereof.
     
        (g)    "Exhibit A" shall mean the exhibit entitled Exhibit A -
     Special Provisions which is attached hereto and made a part hereof.
     
        (h)    "Exhibit B" shall mean the exhibit entitled Exhibit B -
     Business and Collateral Locations which is attached hereto and made a
     part hereof.
     
        (i)    "Indemnified Party" shall have the meaning specified in
     paragraph 14 hereof.
     
        (j)    "Liabilities" shall mean any and all obligations,
     liabilities and indebtedness of Borrower to Bank or to any parent,
     affiliate or subsidiary of Bank of any and every kind and nature,
     howsoever created, arising or evidenced and howsoever owned, held or
     acquired, whether now or hereafter existing, whether now due or to
     become due, whether primary, secondary, direct, indirect, absolute,
     contingent or otherwise (including, without limitation, obligations of
     performance), whether several, joint or joint and several, and whether
     arising or existing under written or oral agreement or by operation of
     law.
     
        (k)    "Loan" or "Loans" shall mean all advances made by Bank to
     Borrower pursuant to paragraph 2 hereof and all other loans, advances
     and financial accommodations made by Bank to or on behalf of Borrower
     hereunder.
     
        (l)    "Loan Limit" shall have the meaning specified in paragraph
     1 of Exhibit A.
     
        (m)    "Lock Box" and "Lock Box Account" shall have the meanings
     specified in paragraph 7 hereof.
     
        (n)    "Obligor" shall mean Borrower and each Person who is or
     shall become primarily or secondarily liable for any of the
     Liabilities.
     
        (o)    "Original Term" shall have the meaning specified in
     paragraph 9 hereof.
     
        (p)    "Other Agreements" shall mean all agreements, instruments
     and documents, including, without limitation, guaranties, mortgages,
     trust deeds, pledges, powers of attorney, consents, assignments,
     contracts, notices, security agreements, leases, financing statements
     and all other writings heretofore, now or from time to time hereafter
     executed by or on behalf of Borrower or any other Person and delivered
     to Bank or to any parent, affiliate or subsidiary of Bank in
     connection with the Liabilities or the transactions contemplated
     hereby.
     
        (q)    "Parent" shall mean any Person now or at any time or times
     hereafter owning or controlling (alone or with any other Person) at
     least a majority of the issued and outstanding stock of Borrower or
     any Subsidiary.
     
        (r)    "Permitted Liens" shall mean (i) statutory liens of
     landlord's, carriers, warehousemen, mechanics, materialmen or
     suppliers incurred in the ordinary course of business and securing
     amounts not yet due or declared to be due by the claimant thereunder,
     (ii) liens or security interests in favor of Bank, (iii) zoning
     restrictions and easements, licenses, covenants and other restrictions
     affecting the use of real property that do not individually or in the
     aggregate have a material adverse effect on Borrower's ability to use
     such real property for its intended purpose in connection with
     Borrower's business, and (iv) liens specifically permitted by Bank in
     writing.
     
        (s)    "Person" shall mean any individual, sole proprietorship,
     partnership, joint venture, trust, unincorporated organization,
     association, corporation, institution, entity, party or foreign or
     United States government (whether federal, state, county, city,
     municipal or otherwise), including, without limitation, any instru-
     mentality, division, agency, body or department thereof.
     
        (t)    "Renewal Term" shall have the meaning specified in
     paragraph 9 hereof.
     
        (u)    "Subsidiary" shall mean any corporation of which more than
     fifty percent (50%) of the outstanding capital stock having ordinary
     voting power to elect a majority of the board of directors of such
     corporation (irrespective of whether at the time stock of any other
     class of such corporation shall have or might have voting power by
     reason of the happening of any contingency) is at the time, directly
     or indirectly, owned by Borrower or by any partnership or joint
     venture of which more than fifty percent (50%) of the outstanding
     equity interests are at the time, directly or indirectly, owned by
     Borrower.
     
        (v)    "Tangible Net Worth" shall have the meaning specified in
     subparagraph 11(o) hereof.
     
        (w)    "Business Day" shall mean any day other than a Saturday, a
     Sunday or (i) with respect to all matters, determinations, fundings
     and payments in connection with LIBOR Rate Loans, any day on which
     banks in London, England or Chicago, Illinois are required or
     permitted to close, and (ii) with respect to all other matters, any
     day that banks in Chicago, Illinois are permitted or required to
     close.
     
        (x)    "Interest Period" shall have the meaning specified in
     Paragraph (3)(b) of Exhibit A of the Agreement hereto.
     
        (y)    "LIBOR Rate Loans" shall mean the Loans bearing interest
     at the rate set forth in Paragraph (3)(b) of Exhibit A of the
     Agreement.
     
        (z)    "Prime Rate Loans" shall mean the Loans bearing interest
     at the rates set forth in Paragraph (3)(a) of Exhibit A of the
     Agreement.
     
     2. LOANS.  
     
        Subject to the terms and conditions of this Agreement (including
     Exhibit A) and the Other Agreements, during the Original Term and any
     Renewal Term, Bank may, in its sole discretion, make such Loans to
     Borrower as Borrower shall from time to time request.  The aggregate
     unpaid principal of all Loans outstanding at any one time shall not
     exceed the Loan Limit set forth in Exhibit A and shall bear interest
     at the rates set forth in Exhibit A.  ALL LOANS SHALL BE REPAID BY
     BORROWER UPON DEMAND BY BANK.  Prior to Bank making such demand, Loans
     shall be repaid as provided elsewhere in this Agreement.  If at any
     time the outstanding principal balance of the Loans exceeds the Loan
     Limit, or any portion of the Loans exceeds any applicable sublimit set
     forth in Exhibit A, Borrower shall immediately, and without the
     necessity of a demand by Bank, pay to Bank such amount as may be
     necessary to eliminate such excess and Bank shall apply such payment
     to the Liabilities in such order as Bank shall determine in its sole
     discretion.  Borrower hereby authorizes Bank, in its sole discretion,
     to charge any of Borrower's accounts to make any payments of principal
     or interest required by this Agreement.  All Loans shall, in Bank's
     sole discretion, be evidenced by one or more promissory notes in form
     and substance satisfactory to Bank.  However, if such Loans are not so
     evidenced, such Loans may be evidenced solely by entries upon the
     books and records maintained by Bank.
     
     3. FEES AND CHARGES.  
     
        Borrower shall pay to Bank, in addition to all other amounts
     payable hereunder, the fees and charges set forth in Exhibit A.  It is
     the intent of the parties that the rate of interest and the other
     charges to Borrower under this Agreement shall be lawful; therefore,
     if for any reason the interest or other charges payable under this
     Agreement are found by a court of competent jurisdiction, in a final
     determination, to exceed the limit which Bank may lawfully charge
     Borrower, then the obligation to pay interest and other charges shall
     automatically be reduced to such limit and, if any amount in excess of
     such limit shall have been paid, then such amount shall be refunded to
     Borrower.
     
     4. GRANT OF SECURITY INTEREST TO BANK.  
     
        As security for the payment of all Loans now or in the future
     made by Bank to Borrower hereunder and for the payment or other
     satisfaction of all other Liabilities, excluding contingent
     indemnities which survive termination or expiration of this Agreement, 
     Borrower hereby assigns to Bank and grants to Bank a continuing
     security interest in the following property of Borrower, whether now
     or hereafter owned, existing, acquired or arising and wherever now or
     hereafter located:  (a) all Accounts (whether or not Eligible
     Accounts) and all Goods whose sale, lease or other disposition by
     Borrower has given rise to Accounts and have been returned to, or
     repossessed or stopped in transit by, Borrower; (b) all Chattel Paper,
     Instruments, Documents and General Intangibles (including, without
     limitation, all patents, patent applications, trademarks, trademark
     applications, tradenames, trade secrets, goodwill, copyrights,
     registrations, licenses, franchises, customer lists, tax refund
     claims, claims against carriers and shippers, guarantee claims,
     contracts rights, security interests, security deposits and any rights
     to indemnification); (c) all Inventory (whether or not Eligible
     Inventory); (d) all Goods (other than Inventory), including, without
     limitation, Equipment, vehicles and fixtures; (e) all deposits and
     cash, and any other property of Borrower now or hereafter in the
     possession, custody or control of Bank or any agent or any parent,
     affiliate or subsidiary of Bank or any participant with Bank in the
     Loans for any purpose (whether for safekeeping, deposit, collection,
     custody, pledge, transmission or otherwise); and (f) all additions and
     accessions to, substitutions for, and replacements, products and
     proceeds of the foregoing property, including, without limitation,
     proceeds of all insurance policies insuring the foregoing property,
     and all of Borrower's books and records relating to any of the
     foregoing and to Borrower's business.
     
     5. PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN.
     
        Borrower shall, at Bank's request, at any time and from time to
     time, execute and deliver to Bank such financing statements, documents
     and other agreements and instruments (and pay the cost of filing or
     recording the same in all public offices deemed necessary or desirable
     by Bank) and do such other acts and things as Bank may deem necessary
     or desirable in order to establish and maintain a valid, attached and
     perfected security interest in the Collateral in favor of Bank (free
     and clear of all other liens, claims and rights of third parties
     whatsoever, whether voluntarily or involuntarily created, except
     Permitted Liens) to secure payment of the Liabilities, and in order to
     facilitate the collection of the Collateral.  Borrower irrevocably
     hereby makes, constitutes and appoints Bank (and all Persons
     designated by Bank for that purpose) as Borrower's true and lawful
     attorney and agent-in-fact to execute such financing statements,
     documents and other agreements and instruments and do such other acts
     and things as may be necessary to preserve and perfect Bank's security
     interest in the Collateral.  Borrower further agrees that a carbon,
     photographic, photostatic or other reproduction of this Agreement or
     of a financing statement shall be sufficient as a financing statement.
     
     6. POSSESSION OF COLLATERAL AND RELATED MATTERS.  
     
        Until the commencement of a foreclosure or liquidation to
     realize upon the Collateral, Borrower shall have the right, except as
     otherwise provided in this Agreement, in the ordinary course of
     Borrower's business, to (a) sell, lease or furnish under contracts of
     service any of Borrower's Inventory normally held by Borrower for any
     such purpose, and (b) use and consume any raw materials, work in
     process or other materials normally held by Borrower for such purpose;
     provided, however, that a sale in the ordinary course of business
     shall not include any transfer or sale in satisfaction, partial or
     complete, of a debt owed by Borrower.
     
     7. COLLECTIONS.
     
        (a)  Borrower shall direct all of its Account Debtors to make
     all payments on the Accounts directly to a post office box (the "Lock
     Box") designated by, and under the exclusive control of, Bank or
     another financial institution acceptable to Bank.  Borrower shall
     establish an account (the "Lock Box Account") in Borrower's name with
     Bank or such other financial institution acceptable to Bank, into
     which all payments received in the Lock Box shall be deposited, and
     into which Borrower will immediately deposit all payments made for
     Inventory or services and received by Borrowerin the identical form in
     which such payments were made, whether by cash or check.  If Borrower,
     any Affiliate or Subsidiary, or any shareholder, officer, director,
     employee or agent of Borrower or any Affiliate or Subsidiary, or any
     other Person acting for or in concert with Borrower shall receive any
     monies, checks, notes, drafts or other payments relating to or as
     proceeds of Accounts or other Collateral, Borrower and each such
     Person shall receive all such items in trust for, and as the sole and
     exclusive property of, Bank and, immediately upon receipt thereof,
     shall remit the same (or cause the same to be remitted) in kind to the
     Lock Box Account.  If the Lock Box Account is not established with
     Bank, the financial institution with which the Lock Box Account is
     established shall acknowledge and agree, in a manner satisfactory to
     Bank, that the amounts on deposit in such Lock Box Account are the
     sole and exclusive property of Bank, that such financial institution
     has no right to setoff against the Lock Box Account or against any
     other account maintained by such financial institution into which the
     contents of the Lock Box Account are transferred, and that such
     financial institution shall wire, or otherwise transfer in immediately
     available funds in a manner satisfactory to Bank, funds deposited in
     the Lock Box Account on a daily basis as such funds are collected. 
     Borrower agrees that all payments made to such Lock Box Account or
     otherwise received by Bank, whether in respect of the Accounts or as
     proceeds of other Collateral or otherwise, will be applied on account
     of the Liabilities in accordance with the terms of this Agreement;
     provided, that so long as no Event of Default has occurred and is
     continuing, payments received by Bank shall not be applied to the
     unmatured portion of the LIBOR Rate Loans, but shall be held in an
     interest bearing cash collateral account maintained by Bank until the
     earlier of (i) the last day of the Interest Period applicable to such
     LIBOR Rate Loan and (ii) the occurrence of an Event of Default;
     provided further, that so long as no Event of Default has occurred,
     the immediately available funds held in such interest bearing cash
     collateral account may be disbursed, at Borrower's discretion, to
     Borrower so long as after giving effect to such disbursement,
     Borrower's availability under Paragraph 1 of Exhibit A of the
     Agreement at such time equals or exceeds the outstanding Liabilities
     at such time.  If the Lock Box Account is established with Bank,
     Borrower agrees to pay all fees, costs and expenses which Bank incurs
     in connection with opening and maintaining the Lock Box Account and
     depositing for collection by Bank any check or other item of payment
     received by Bank on account of the Liabilities.  All of such fees,
     costs and expenses shall constitute Loans hereunder, shall be payable
     to Bank by Borrower upon demand, and, until paid, shall bear interest
     at the highest rate then applicable to Loans hereunder.  All checks,
     drafts, instruments and other items of payment or proceeds of
     Collateral shall be endorsed by Borrower to Bank, and, if that
     endorsement of any such item shall not be made for any reason, Bank is
     hereby irrevocably authorized to endorse the same on Borrower's
     behalf.  For the purpose of this paragraph, Borrower irrevocably
     hereby makes, constitutes and appoints Bank (and all Persons
     designated by Bank for that purpose) as Borrower's true and lawful
     attorney and agent-in-fact (i) to endorse Borrower's name upon said
     items of payment and/or proceeds of Collateral and upon any Chattel
     Paper, document, instrument, invoice or similar document or agreement
     relating to any Account of Borrower or goods pertaining thereto; (ii)
     to take control in any manner of any item of payment or proceeds
     thereof; and (iii) to have access to any lock box or postal box into
     which any of Borrower's mail is deposited, and open and process all
     mail addressed to Borrower and deposited therein.
     
        (b)  Bank may, at any time and from time to time, after the
     occurrence and continuance of an Event of Default, whether before or
     after notification to any Account Debtor and whether before or after
     the maturity of any of the Liabilities, (i) enforce collection of any
     of Borrower's Accounts or contract rights by suit or otherwise; (ii)
     exercise all of Borrower's rights and remedies with respect to
     proceedings brought to collect any Accounts; (iii) surrender, release
     or exchange all or any part of any Accounts, or compromise or extend
     or renew for any period (whether or not longer than the original
     period) any indebtedness thereunder; (iv) sell or assign any Account
     of Borrower upon such terms, for such amount and at such time or times
     as Bank deems advisable; (v) prepare, file and sign Borrower's name on
     any proof of claim in bankruptcy or other similar document against any
     Account Debtor; and (vi) do all other acts and things which are
     necessary, in Bank's sole discretion, to fulfill Borrower's
     obligations under this Agreement and to allow Bank to collect the
     Accounts.  In addition to any other provision hereof, Bank may at any
     time,  after the occurrence and continuance of an Event of Default, at
     Borrower's expense, notify any parties obligated on any of the
     Accounts to make payment directly to Bank of any amounts due or to
     become due thereunder.
     
        (c)  Bank shall, within one  ( 1 ) business days after receipt
     by Bank at its office in Chicago, Illinois of  cash or other
     immediately available funds from collections of items of payment and
     proceeds of any Collateral, apply the whole or any part of such
     collections or proceeds against the Liabilities in such order as Bank
     shall determine in its sole discretion. 
     
        (d)  Bank, in its sole discretion, without waiving or releasing
     any obligation, liability or duty of Borrower under this Agreement or
     the Other Agreements or any Event of Default, may at any time or times
     hereafter, but shall not be obligated to, pay, acquire or accept an
     assignment of any security interest, lien, encumbrance or claim
     asserted by any Person in, upon or against the Collateral.  All sums
     paid by Bank in respect thereof and all costs, fees and expenses
     including, without limitation, reasonable attorney fees, all court
     costs and all other charges relating thereto incurred by Bank shall
     constitute Loans, payable by Borrower to Bank on demand and, until
     paid, shall bear interest at the highest rate then applicable to Loans
     hereunder.
     
        (e)  Immediately upon Borrower's receipt of any portion of the
     Collateral evidenced by an agreement, Instrument or Document,
     including, without limitation, any Chattel Paper, Borrower shall
     deliver the original thereof to Bank together with an appropriate
     endorsement or other specific evidence of assignment thereof to Bank
     (in form and substance acceptable to Bank).  If an endorsement or
     assignment of any such items shall not be made for any reason, Bank is
     hereby irrevocably authorized, as Borrower's attorney and agent-in-fact, 
     to endorse or assign the same on Borrower's behalf.
     
     8. SCHEDULES AND REPORTS.
     
        (a)  Within ten (10) days after the close of each fiscal month,
     and at such other times as may be requested by Bank from time to time
     hereafter, Borrower shall deliver to Bank (i) a schedule identifying
     each Eligible Account together with copies of the invoices when
     requested by Bank (with evidence of shipment attached) pertaining to
     each such Eligible Account, for the month (or other applicable period)
     immediately preceding; (ii) such additional schedules, certificates,
     reports and information with respect to the Collateral as Bank may
     from time to time require; and (iii) a collateral assignment of any or
     all items of Collateral to Bank.  Bank, through its officers,
     employees or agents, shall have the right, at any time and from time
     to time in Bank's name, in the name of a nominee of Bank or in
     Borrower's name, to verify the validity, amount or any other matter
     relating to any of Borrower's Accounts, by mail, telephone, telegraph
     or otherwise.  Borrower shall reimburse Bank, on demand, for all
     costs, fees and expenses incurred by Bank in this regard.
     
        (b)  Without limiting the generality of the foregoing, Borrower
     shall deliver to Bank, at least once a month (or more frequently when
     requested by Bank), a report with respect to Borrower's Inventory. 
     Borrower shall immediately notify Bank of any event causing loss or
     depreciation in value of Borrower's Inventory (other than normal
     depreciation occurring in the ordinary course of business).
     
        (c)  All schedules, certificates, reports, assignments and other
     items delivered by Borrower to Bank hereunder shall be executed by an
     authorized representative of Borrower and shall be in such form and
     contain such information as Bank shall specify.
     
     9. TERMINATION.  
     
        This Agreement shall be in effect from the date hereof until 
     June 6  , 19 99  (the "Original Term") and shall automatically renew
     itself from year to year thereafter (each such one-year renewal being
     referred to herein as a "Renewal Term") unless (a) Bank makes demand
     for repayment prior to the end of the Original Term or the then
     current Renewal Term; (b) the due date of the Liabilities is
     accelerated pursuant to paragraph 13 hereof; or (c) Borrower elects to
     terminate this Agreement at the end of the Original Term or at the end
     of any Renewal Term by giving Bank written notice of such election at
     least ninety (90) days prior to the end of the Original Term or the
     then current Renewal Term and by paying all of the Liabilities in full
     on the last day of such term.  If one or more of the events specified
     in clauses (a), (b) and (c) occurs, this Agreement shall terminate on
     the date thereafter that the Liabilities are paid in full.  At such
     time as Borrower has repaid all of the Liabilities and this Agreement
     has terminated, Borrower shall deliver to Bank a release, in form and
     substance satisfactory to Bank, of all obligations and liabilities of
     Bank and its officers, directors, employees, agents, parents,
     subsidiaries and affiliates to Borrower, and if Borrower is obtaining
     new financing from another lender, Borrower shall deliver such
     lender's indemnification of Bank, in form and substance satisfactory
     to Bank, for checks which Bank has credited to Borrower's account, but
     which subsequently are dishonored for any reason. 
      
     10.  REPRESENTATIONS, WARRANTIES AND COVENANTS. 
     
         Borrower hereby represents, warrants and covenants that:
     
        (a)  the financial statements delivered or to be delivered by
     Borrower to Bank at or prior to the date of this Agreement and at all
     times subsequent thereto accurately reflect, in all material respects,
     the financial condition of Borrower, and there has been no material
     adverse change in the financial condition, the operations or any other
     status of Borrower since the date of the financial statements
     delivered to Bank most recently prior to the date of this Agreement;
     
        (b)  the office where Borrower keeps its books, records and
     accounts (or copies thereof) concerning the Collateral, Borrower's
     principal place of business and all of Borrower's other places of
     business, locations of Collateral and post office boxes are as set
     forth in Exhibit B; Borrower shall promptly (but in no event less than
     ten (10) days prior thereto) advise Bank in writing of the proposed
     opening of any new place of business, the closing of any existing
     place of business, any change in the location of Borrower's books,
     records and accounts (or copies thereof) or the opening or closing of
     any post office box of Borrower;
     
        (c)  the Collateral, including, without limitation, the
     Equipment (except any part thereof which prior to the date of this
     Agreement Borrower shall have advised Bank in writing consists of
     Collateral normally used in more than one state) is and shall be kept,
     or, in the case of vehicles, based, only at the addresses set forth on
     Exhibit B, and at other locations within the continental United States
     of which Bank has been advised by Borrower in writing;
     
        (d)  if any of the Collateral consists of Goods of a type
     normally used in more than one state, whether or not actually so used,
     Borrower shall immediately give written notice to Bank of any use of
     any such Goods in any state other than a state in which Borrower has
     previously advised Bank such Goods shall be used, and such Goods shall
     not, unless Bank shall otherwise consent in writing, be used outside
     of the continental United States;
     
        (e) no security agreement, financing statement or analogous
     instrument exists or shall exist with respect to any of the Collateral
     other than any security agreement, financing statement or analogous
     instrument evidencing security interests in favor of Bank or
     evidencing Permitted Liens;
     
        (f)  each Account or item of Inventory which Borrower shall,
     expressly or by implication, request Bank to classify as an Eligible
     Account or as Eligible Inventory, respectively, shall, as of the time
     when such request is made, conform in all respects to the requirements
     of such classification as set forth in the respective definitions of
     "Eligible Account" and "Eligible Inventory" as set forth herein and as
     otherwise established by Bank from time to time, and Borrower shall
     promptly notify Bank in writing if any such Eligible Account or
     Eligible Inventory shall subsequently become ineligible;
     
        (g)  Borrower is and shall at all times during the Original Term
     or any Renewal Term be the lawful owner of all Collateral now
     purportedly owned or hereafter purportedly acquired by Borrower, free
     from all liens, claims, security interests and encumbrances
     whatsoever, whether voluntarily or involuntarily created and whether
     or not perfected, other than the Permitted Liens;
     
        (h)  Borrower has the right and power and is duly authorized and
     empowered to enter into, execute and deliver this Agreement and the
     Other Agreements and perform its obligations hereunder and thereunder;
     Borrower's execution, delivery and performance of this Agreement and
     the Other Agreements does not and shall not conflict with the
     provisions of any statute, regulation, ordinance or rule of law, or
     any agreement, contract or other document which may now or hereafter
     be binding on Borrower, where such conflict would have a material
     adverse effect on its business, property, assets, operations or
     condition, financial or otherwise,  and Borrower's execution, delivery
     and performance of this Agreement and the Other Agreements shall not
     result in the imposition of any lien or other encumbrance upon any of
     Borrower's property (other than Permitted Liens) under any existing
     indenture, mortgage, deed of trust, loan or credit agreement or other
     agreement or instrument by which Borrower or any of its property may
     be bound or affected;
     
        (i)  Except as previously disclosed to Bank in writing, there
     are no actions or proceedings which are pending, or to the best of
     Borrower's knowledge, threatened against Borrower which might result
     in any material adverse change in its financial condition or
     materially adversely affect the Collateral and Borrower shall,
     promptly upon becoming aware of any such pending or threatened action
     or proceeding, give written notice thereof to Bank;
     
        (j)  Borrower has obtained all licenses, authorizations,
     approvals and permits, the lack of which would have a material adverse
     effect on the operation of its business, and Borrower is and shall
     remain in compliance in all material respects with all applicable
     federal, state, local and foreign statutes, orders, regulations, rules
     and ordinances (including, without limitation, statutes, orders,
     regulations, rules and ordinances relating to taxes, employer and
     employee contributions and similar items, securities, employee
     retirement and welfare benefits, employee health and safety or
     environmental matters) the failure to comply with which would have a
     material adverse effect on its business, property, assets, operations
     or condition, financial or otherwise;
     
        (k)  all written information now, heretofore or hereafter
     furnished by Borrower to Bank is and shall be true and correct in all
     material respects as of the date with respect to which such
     information was or is furnished;
     
        (l)  Borrower is not conducting, permitting or suffering to be
     conducted, nor shall it conduct, permit or suffer to be conducted, any
     activities pursuant to or in connection with which any of the
     Collateral is now, or will (while any Liabilities remain outstanding)
     be owned by any Affiliate; provided, however, that Borrower may enter
     into transactions with Affiliates in the ordinary course of business
     pursuant to terms that are no less favorable to Borrower than the
     terms upon which such transfers or transactions would have been made
     had they been made to or with a Person that is not an Affiliate and,
     in connection therewith, may transfer cash or property to Affiliates
     for fair value;
     
        (m)  Borrower's name has always been as set forth on the first
     page of this Agreement and Borrower uses no tradenames or division
     names in the operation of its business, except as otherwise disclosed
     in writing to Bank; Borrower shall notify Bank in writing within ten
     (10) days of the change of its name or the use of any tradenames or
     division names not previously disclosed to Bank in writing;
     
        (n)  with respect to Borrower's Equipment:  (i) other than
     Equipment leased by Borrower on the date hereof, and Permitted Liens,
     Borrower has good and indefeasible and merchantable title to and
     ownership of all Equipment, including, without limitation, the
     Equipment described or listed on the schedule of Equipment delivered
     to Bank concurrently with this Agreement; (ii) Borrower shall keep and
     maintain the Equipment in good operating condition and repair and
     shall make all necessary replacements thereof and renewals thereto so
     that the value and operating efficiency thereof shall at all times be
     preserved and maintained in all material respects; (iii) Borrower
     shall not permit any such items to become a fixture to real estate or
     an accession to other personal property; and (iv) Borrower,
     immediately on demand by Bank, shall deliver to Bank any and all
     evidence of ownership of, including, without limitation, certificates
     of title and applications of title to, any of the Equipment;
     
        (o)  this Agreement and the Other Agreements to which Borrower
     is a party are the legal, valid and binding obligations of Borrower
     and are enforceable against Borrower in accordance with their
     respective terms;
     
        (p)  Borrower is solvent, is able to pay its debts as they
     become due and has capital sufficient to carry on its business, now
     owns property having a value both at fair valuation and at present
     fair saleable value greater than the amount required to pay its debts,
     and will not be rendered insolvent by the execution and delivery of
     this Agreement or any of the Other Agreements or by completion of the
     transactions contemplated hereunder or thereunder;
     
        (q)  Borrower is not now obligated, nor shall it create, incur,
     assume or become obligated (directly or indirectly), for any loans or
     other indebtedness for borrowed money other than the Loans, except
     that Borrower may (i) borrow money from a Person other than Bank on an
     unsecured and subordinated basis if a subordination agreement in favor
     of Bank and in form and substance satisfactory to Bank is executed and
     delivered to Bank relative thereto; (ii) maintain any present
     indebtedness to any Person which has been disclosed to Bank in writing
     and consented to in writing by Bank, and (iii) incur unsecured
     indebtedness to trade creditors in the ordinary course of Borrower's
     business;
     
        (r)  Borrower does not own any margin securities, and none of
     the proceeds of the Loans hereunder shall be used for the purpose of
     purchasing or carrying any margin securities or for the purpose of
     reducing or retiring any indebtedness which was originally incurred to
     purchase any margin securities or for any other purpose not permitted
     by Regulation G or Regulation U of the Board of Governors of the
     Federal Reserve System as in effect from time to time;
     
        (s)  except as   otherwise disclosed in writing to Bank,
     Borrower has no Parents, Subsidiaries or divisions, nor is Borrower
     engaged in any joint venture or partnership with any other Person;
     
        (t)  if Borrower is a corporation or partnership, Borrower is
     duly organized and in good standing in its state of organization and
     Borrower is duly qualified and in good standing in all states where
     the nature and extent of the business transacted by it or the
     ownership of its assets makes such qualification necessary; or, if
     Borrower is not so qualified, Borrower may cure any such failure
     without losing any of its rights or affecting Bank's rights.
     
        (u) Except as heretofore disclosed to Bank in writing, Borrower
     is not in default under any material contract, lease or commitment to
     which it is a party or by which it is bound, nor does Borrower know of
     any dispute regarding any contract, lease or commitment which is
     material to the continued financial success and well-being of
     Borrower;
     
        (v)  there are no controversies pending or, to the best of
     Borrower's knowledge, threatened between Borrower and any of its
     employees, other than employee grievances arising in the ordinary
     course of business which are not, in the aggregate, material to the
     continued financial success and well-being of Borrower, and Borrower
     is in compliance in all material respects with all federal and state
     laws respecting employment and employment terms, conditions and
     practices; and
     
        (w)  Borrower possesses, and shall continue to possess, adequate
     licenses, patents, patent applications, copyrights, service marks,
     trademarks, trademark applications, tradestyles and tradenames to
     continue to conduct its business as heretofore conducted by it.
     
     Borrower represents, warrants and covenants to Bank that all
     representations and warranties of Borrower contained in this Agreement
     (whether appearing in paragraphs 10 or 11 hereof or elsewhere) shall
     be true at the time of Borrower's execution of this Agreement, shall
     survive the execution, delivery and acceptance hereof by the parties
     hereto and the closing of the transactions described herein or related
     hereto, shall remain true until the repayment in full of all of the
     Liabilities and termination of this Agreement, and shall be remade by
     Borrower at the time each Loan is made pursuant to this Agreement.
     
     11.  ADDITIONAL COVENANTS OF BORROWER.  
     
          Until payment or satisfaction in full of all Liabilities and
     termination of this Agreement, unless Borrower obtains Bank's prior
     written consent waiving or modifying any of Borrower's covenants
     hereunder in any specific instance, Borrower agrees as follows:
     
          (a)  Borrower shall at all times keep accurate and complete
     books, records and accounts with respect to all of Borrower's business
     activities, in accordance with sound accounting practices and
     generally accepted accounting principles consistently applied, and
     shall keep such books, records and accounts, and any copies thereof,
     only at the addresses indicated for such purpose on Exhibit B;
     
          (b)  Borrower agrees to deliver to Bank the following financial
     information, all of which shall be prepared in accordance with
     generally accepted accounting principles consistently applied:  (i) no
     later than twenty-five (25) days after each fiscal month, copies of
     internally prepared financial statements, including, without
     limitation, balance sheets and statements of income, retained earnings
     and cash flow of Borrower, certified by the Chief Financial Officer of
     Borrower; (ii) no later than forty-five (45) days after the end of
     each of the first three quarters of Borrower's fiscal year a balance
     sheet, operating statement and reconciliation of surplus of Borrower,
     which quarterly financial statements may be unaudited but shall be
     certified by the Chief Financial Officer of Borrower; and (iii) no
     later than ninety (90) days after the end of each of Borrower's fiscal
     years, audited annual financial statements with an unqualified
     certification by independent certified public accountants selected by
     Borrower and reasonably satisfactory to Bank, which financial
     statements shall be accompanied by a letter from such accountants
     acknowledging that they are aware that a primary intent of Borrower in
     obtaining such financial statements is to influence Bank and that Bank
     is relying upon such financial statements in connection with the
     exercise of its rights hereunder; 
     
          (c)  Borrower shall promptly advise Bank in writing of any
     material adverse change in the business, assets or condition,
     financial or otherwise, of Borrower, the occurrence of any Event of
     Default hereunder or the occurrence of any event which, if uncured,
     will become an Event of Default hereunder after notice or lapse of
     time (or both);
     
          (d)  Bank, or any Persons designated by it, shall have the
     right, at any time, to call at Borrower's places of business at any
     reasonable times, and, without hindrance or delay, to inspect the
     Collateral and to inspect, audit, check and make extracts from
     Borrower's books, records, journals, orders, receipts and any
     correspondence and other data relating to Borrower's business, the
     Collateral or any transactions between the parties hereto, and shall
     have the right to make such verification concerning Borrower's
     business as Bank may consider reasonable under the circumstances. 
     Borrower shall furnish to Bank such information relevant to Bank's
     rights under this Agreement as Bank shall at any time and from time to
     time request.  Borrower authorizes Bank to discuss the affairs,
     finances and business of Borrower with any officers, employees or
     directors of Borrower or with any Affiliate or the officers, employees
     or directors of any Affiliate, and to discuss the financial condition
     of Borrower with Borrower's independent public accountants.  Any such
     discussions shall be without liability to Bank or to Borrower's
     independent public accountants.  Borrower shall pay to Bank all
     customary fees and out-of-pocket expenses incurred by Bank in the
     exercise of its rights hereunder, and all of such fees and expenses
     shall constitute Loans hereunder, payable on demand and, until paid,
     shall bear interest at the highest rate then applicable to Loans
     hereunder;
     
          (e)  Borrower shall:
     
                (i)  keep the Collateral properly housed and shall keep
     the Collateral insured for the full insurable value thereof against
     loss or damage by fire, theft, explosion, sprinklers, collision (in
     the case of motor vehicles) and such other risks as are customarily
     insured against by Persons engaged in businesses similar to that of
     Borrower, with such companies, in such amounts and under policies in
     such form as shall be satisfactory to Bank.  Original (or certified)
     copies of such policies of insurance have been or shall be delivered
     to Bank within thirty (30) days after the date hereof, together with
     evidence of payment of all premiums therefor, and shall contain an
     endorsement, in form and substance acceptable to Bank, showing loss
     under such insurance policies payable to Bank.  Such endorsement, or
     an independent instrument furnished to Bank, shall provide that the
     insurance company shall give Bank at least thirty (30) days written
     notice before any such policy of insurance is altered or canceled and
     that no act, whether willful or negligent, or default of Borrower or
     any other Person shall affect the right of Bank to recover under such
     policy of insurance in case of loss or damage.  Borrower hereby
     directs all insurers under such policies of insurance to pay all
     proceeds payable thereunder directly to Bank.  Borrower irrevocably,
     makes, constitutes and appoints Bank (and all officers, employees or
     agents designated by Bank) as Borrower's true and lawful attorney (and
     agent-in-fact) for the purpose of making, settling and adjusting
     claims under such policies of insurance, endorsing the name of
     Borrower on any check, draft, instrument or other item of payment for
     the proceeds of such policies of insurance and making all
     determinations and decisions with respect to such policies of
     insurance; provided, that no Event of Default shall have occurred and
     is continuing, Borrower may make, settle and adjust claims involving
     less that Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00)
     in the aggregate per fiscal year without Bank's consent; and 
     
                (ii)  maintain, at its expense, such public liability and
     third party property damage insurance as is customary for Persons
     engaged in businesses similar to that of Borrower with such companies
     and in such amounts, with such deductibles and under policies in such
     form as shall be satisfactory to Bank and original (or certified)
     copies of such policies have been or shall be delivered to Bank within
     thirty (30) days after the date hereof, together with evidence of
     payment of all premiums therefor; each such policy shall contain an
     endorsement showing Bank as additional insured thereunder and
     providing that the insurance company shall give Bank at least thirty
     (30) days written notice before any such policy shall be altered or
     canceled.
     
     If Borrower at any time or times hereafter shall fail to obtain or
     maintain any of the policies of insurance required above or to pay any
     premium in whole or a part  relating thereto, then Bank, without
     waiving or releasing any obligation or default by Borrower hereunder,
     may (but shall be under no obligation to) obtain and maintain such
     policies of insurance and pay such premiums and take such other
     actions with respect thereto as Bank deems advisable.  All sums
     disbursed by Bank in connection with any such actions, including,
     without limitation, court costs, expenses, other charges relating
     thereto and reasonable attorneys' fees, shall constitute Loans
     hereunder, shall be payable on demand by Borrower to Bank and, until
     paid, shall bear interest at the highest rate then applicable to Loans
     hereunder;
     
          (f)  Borrower shall not use the Collateral, or any part thereof,
     in any unlawful business or for any unlawful purpose or use or
     maintain any of the Collateral in any manner that does or could result
     in material damage to the environment or a violation of any applicable
     environmental laws, rules or regulations; shall keep the Collateral in
     good condition, repair and order; shall permit Bank to examine any of
     the Collateral at any time and wherever the Collateral may be located;
     shall not permit the Collateral, or any part thereof, to be levied
     upon under execution, attachment, distraint or other legal process;
     shall not sell, lease, grant a security interest in or otherwise
     dispose of any of the Collateral except as expressly permitted by this
     Agreement; and shall not secrete or abandon any of the Collateral, or
     remove or permit removal of any of the Collateral from any of the
     locations listed on Exhibit B or in any written notice to Bank
     pursuant to paragraph 10(b) hereof, except for the removal of
     Inventory sold in the ordinary course of Borrower's business as
     permitted herein;
     
          (g)  all monies and other property obtained by Borrower from
     Bank pursuant to this Agreement will be used solely for business
     purposes of Borrower;
     
          (h)  Borrower shall, at the request of Bank, indicate on its
     records concerning the Collateral a notation, in form satisfactory to
     Bank, of the security interest of Bank hereunder; and Borrower shall
     not maintain duplicates or copies of such records at any address other
     than Borrower's principal place of business set forth on the first
     page of this Agreement;
     
          (i)  Borrower shall file all required tax returns and pay all of
     its taxes when due, subject to any extensions granted by the
     applicable taxing authority,  including, without limitation, taxes
     imposed by federal, state or municipal agencies, and shall cause any
     liens for taxes to be promptly released; provided, that Borrower shall
     have the right to contest the payment of such taxes in good faith by
     appropriate proceedings so long as (i) the amount so contested is
     shown on Borrower's financial statements, (ii) the contesting of any
     such payment does not give rise to a lien for taxes, (iii) Borrower
     keeps on deposit with Bank (such deposit to be held without interest)
     an amount of money which, in the sole judgment of Bank, is sufficient
     to pay such taxes and any interest or penalties that may accrue
     thereon, and (iv) if Borrower fails to prosecute such contest with
     reasonable diligence, Bank may apply the money so deposited in payment
     of such taxes.  If Borrower fails to pay any such taxes and in the
     absence of any such contest by Borrower, Bank may (but shall be under
     no obligation to) advance and pay any sums required to pay any such
     taxes and/or to secure the release of any lien therefor, and any sums
     so advanced by Bank shall constitute Loans hereunder, shall be payable
     by Borrower to Bank on demand, and, until paid, shall bear interest at
     the highest rate then applicable to Loans hereunder;
     
          (j)  Borrower shall not assume, guarantee or endorse, or
     otherwise become liable in connection with, the obligations of any
     Person, except by endorsement of instruments for deposit or collection
     or similar transactions in the ordinary course of business;
     
          (k)  Borrower shall not enter into any merger or consolidation,
     or sell, lease or otherwise dispose of all or substantially all of its
     assets, or enter into any transaction outside the ordinary course of
     Borrower's business, including, without limitation, any purchase,
     redemption or retirement of any shares of any class of its stock, and
     any issuance of any shares of, or warrants or other rights to receive
     or purchase any shares of, any class of its stock; provided, however,
     that Borrower may (i) grant options to purchase;
     
          (l)  Borrower shall not declare or pay any dividend or other
     distribution (whether in cash or in kind) on any class of its stock
     (if Borrower is a corporation) or on account of any equity interest in
     Borrower (if Borrower is a partnership or other type of entity); 
     
          (m)  Borrower shall not purchase or otherwise acquire, or
     contract to purchase or otherwise acquire, the obligations or stock of
     any Person, other than direct obligations of the United States;
     
          (n)  Borrower shall not amend its organizational documents or
     change its fiscal year; where such actions would have an adverse
     effect on the Borrower's business, property, assets, operations or
     condition, financial or otherwise, as determined by Bank in its sole
     discretion, provided that Bank receives ten (10) days prior written
     notice of such amendment or change;
     
          (o) See Exhibit A
     
          (p)  Borrower shall reimburse Bank for all costs and expenses,
     including, without limitation, legal expenses and reasonable
     attorneys' fees, incurred by Bank in connection with documentation and
     consummation of this transaction and any other transactions between
     Borrower and Bank, including, without limitation, Uniform Commercial
     Code and other public record searches, lien filings, Federal Express
     or similar express or messenger delivery, appraisal costs, surveys,
     title insurance and environmental audit or review costs, and in
     seeking to collect, protect or enforce any rights in or to the
     Collateral or incurred by Bank in seeking to collect any Liabilities
     and to administer and enforce  any of Bank's rights under this
     Agreement.  Borrower shall also pay all normal service charges with
     respect to all accounts maintained by Borrower with Bank and any
     additional services requested by Borrower from Bank.  All such costs,
     expenses and charges shall constitute Loans hereunder, shall be
     payable by Borrower to Bank on demand, and, until paid, shall bear
     interest at the highest rate then applicable to Loans hereunder.
     
     
     12.  DEFAULT.  
     
          The occurrence of any one or more of the following events shall
     constitute an "Event of Default" by Borrower hereunder:
     
          (a)  the failure of any Obligor to pay when due, declared due,
     or demanded by Bank, any of the Liabilities;
     
          (b)  the failure of any Obligor to perform, keep or observe any
     of the covenants, conditions, promises, agreements or obligations of
     such Obligor under this Agreement or any of the Other Agreements;
     provided that any such failure by Borrower under this Agreement shall
     not constitute an Event of Default and the continuance thereof
     hereunder until the tenth (10th) day following written notice thereof. 
     Bank agrees to endeavor to provide a copy of such notice of default to
     the law firm of Deborah A. Kream, Esq. by mail at the mailing address
     of 104 Revere Street, Canton, Massachusetts 02021, or by facsimile
     transmission at facsimile number (617) 828-3168.  Failure of Bank to
     provide such copy of notice of default shall not impair Bank's rights
     hereunder; 
     
          (c)  the failure of any Obligor to perform, keep or observe any
     of the covenants, conditions, promises, agreements or obligations of
     such Obligor under any other agreement with any Person if such failure
     may have a material adverse effect on such Obligor's business,
     property, assets, operations or condition, financial or otherwise;
     
          (d)  the making or furnishing by any Obligor to Bank of any
     representation, warranty, certificate, schedule, report or other
     communication within or in connection with this Agreement or the Other
     Agreements or in connection with any other agreement between such
     Obligor and Bank, which is untrue or misleading in any material
     respect;
     
          (e)  the loss, theft, damage or destruction of  any of the
     Collateral in an amount in excess of One Hundred Thousand and No/100
     Dollars ($100,000.00) in the aggregate for all such events during any
     year of the Original Term or any Renewal Term as determined by Bank in
     its sole discretion, or (except as permitted hereby) sale, lease or
     furnishing under a contract of service of  any of the Collateral;
     
          (f)  the creation (whether voluntary or involuntary) of, or any
     attempt to create, any lien or other encumbrance upon any of the
     Collateral, other than the Permitted Liens, and involuntary liens
     securing amounts less than One Hundred Thousand and No/100 Dollars
     ($100,000.00) and which are released within ten (10) days of its
     creation, or the making or any attempt to make any levy, seizure or
     attachment thereof; provided that with respect to states in which
     creditors may obtain a prejudgment attachment without notice, such
     attachment shall be an Event of Default only if the attachment remains
     in effect for ten (10) days;
     
          (g)  the commencement of any proceedings in bankruptcy by or
     against any Obligor or for the liquidation or reorganization of any
     Obligor, or alleging that such Obligor is insolvent or unable to pay
     its debts as they mature, or for the readjustment or arrangement of
     any Obligor's debts, whether under the United States Bankruptcy Code
     or under any other law, whether state or federal, now or hereafter
     existing for the relief of debtors, or the commencement of any
     analogous statutory or non-statutory proceedings involving any
     Obligor; provided, however, that if such commencement of proceedings
     against such Obligor is involuntary, such action shall not constitute
     an Event of Default unless such proceedings are not dismissed within
     sixty (60) days after the commencement of such proceedings;
     
          (h)  the appointment of a receiver or trustee for any Obligor,
     for any of the Collateral or for any substantial part of any Obligor's
     assets or the institution of any proceedings for the dissolution, or
     the full or partial liquidation, or the merger or consolidation, of
     any Obligor which is a corporation or a partnership; provided,
     however, that if such appointment or commencement of proceedings
     against such Obligor is involuntary, such action shall not constitute
     an Event of Default unless such appointment is not revoked or such
     proceedings are not dismissed within sixty (60) days after the
     commencement of such proceedings;
     
          (i)  the entry of any judgment or order against any Obligor
     which remains unsatisfied or undischarged and in effect for thirty
     (30) days after such entry without a stay of enforcement or execution, 
     to the extent such judgments exceed One Hundred Thousand and No/100
     Dollars ($100,000.00) outstanding at any time;
     
          (j)  the death of any Obligor who is a natural Person, or of any
     partner of any Obligor which is a partnership, or of any natural
     person who owns a material interest in a corporate Obligor, or the
     dissolution of any Obligor  which is a partnership or corporation;
     
          (k)  the occurrence of an event of default under, or the
     revocation or termination of, any agreement, instrument or document
     executed and delivered by any Person to Bank pursuant to which such
     Person has guaranteed to Bank the payment of all or any of the
     Liabilities or has granted Bank a security interest in or lien upon
     some or all of such Person's real and/or personal property to secure
     the payment of all or any of the Liabilities;
     
          (l)  the institution in any court of a criminal proceeding
     against any Obligor, or the indictment of any Obligor for any crime;
     and
     
          (m)  Bank shall reasonably feel insecure for any material reason
     whatsoever, including, without limitation, fear of removal or waste of
     the Collateral, or any part thereof.
     
     13.  REMEDIES UPON AN EVENT OF DEFAULT.
     
          (a)  Upon the occurrence of an Event of Default described in
     paragraph 12(g) hereof, all of Borrower's Liabilities shall
     immediately and automatically become due and payable, without notice
     of any kind.  Upon the occurrence of any other Event of Default, all
     Liabilities may, at the option of Bank, and without demand, notice or
     legal process of any kind, be declared, and immediately shall become,
     due and payable.
     
          (b)  Upon the occurrence of an Event of Default, Bank may
     exercise from time to time any rights and remedies available to it
     under the Uniform Commercial Code and any other applicable law in
     addition to, and not in lieu of, any rights and remedies expressly
     granted in this Agreement or in any of the Other Agreements and all of
     Bank's rights and remedies shall be cumulative and non-exclusive to
     the extent permitted by law.  In particular, but not by way of
     limitation of the foregoing, Bank may, without notice, demand or legal
     process of any kind, take possession of any or all of the Collateral
     (in addition to Collateral of which it already has possession),
     wherever it may be found, and for that purpose may pursue the same
     wherever it may be found, and may enter into any of Borrower's
     premises where any of the Collateral may be, and search for, take
     possession of, remove, keep and store any of the Collateral until the
     same shall be sold or otherwise disposed of, and Bank shall have the
     right to store the same at any of Borrower's premises without cost to
     Bank.  At Bank's request, Borrower shall, at Borrower's expense,
     assemble the Collateral and make it available to Bank at one or more
     places to be designated by Bank and reasonably convenient to Bank and
     Borrower.  Borrower recognizes that if Borrower fails to perform,
     observe or discharge any of its Liabilities under this Agreement or
     the Other Agreements, no remedy at law will provide adequate relief to
     Bank, and agrees that Bank shall be entitled to temporary and
     permanent injunctive relief in any such case without the necessity of
     proving actual damages.  Any notification of intended disposition of
     any of the Collateral required by law will be deemed reasonably and
     properly given if given at least five (5) calendar days before such
     disposition.  Any proceeds of any disposition by Bank of any of the
     Collateral may be applied by Bank to the payment of expenses in
     connection with the Collateral, including, without limitation, legal
     expenses and reasonable attorneys' fees, and any balance of such
     proceeds may be applied by Bank toward the payment of such of the
     Liabilities, and in such order of application, as Bank may from time
     to time elect.
     
     14.  INDEMNIFICATION.  
     
          Borrower agrees to defend (with counsel reasonably satisfactory
     to Bank), protect, indemnify and hold harmless Bank, each affiliate or
     subsidiary of Bank, and each of their respective officers, directors,
     employees, attorneys and agents (each an "Indemnified Party") from and
     against any and all liabilities, obligations, losses, damages,
     penalties, actions, judgments, suits, claims, costs, expenses and
     disbursements of any kind or nature (including, without limitation,
     the disbursements and the reasonable fees of counsel for each
     Indemnified Party in connection with any investigative, administrative
     or judicial proceeding, whether or not the Indemnified Party shall be
     designated a party thereto), which may be imposed on, incurred by, or
     asserted against, any Indemnified Party (whether direct, indirect or
     consequential and whether based on any federal, state or local laws or
     regulations, including, without limitation, securities, environmental
     and commercial laws and regulations, under common law or in equity, or
     based on contract or otherwise) in any manner relating to or arising
     out of this Agreement or any Other Agreement, or any act, event or
     transaction related or attendant thereto, the making and the
     management of the Loans or any Letters of Credit or the use or
     intended use of the proceeds of the Loans or any Letters of Credit;
     provided, however, that Borrower shall not have any obligation
     hereunder to any Indemnified Party with respect to matters caused by
     or resulting from the willful misconduct or gross negligence of such
     Indemnified Party.  To the extent that the undertaking to indemnify
     set forth in the preceding sentence may be unenforceable because it is
     violative of any law or public policy, Borrower shall satisfy such
     undertaking to the maximum extent permitted by applicable law.  Any
     liability, obligation, loss, damage, penalty, cost or expense covered
     by this indemnity shall be paid to each Indemnified Party on demand,
     and, failing prompt payment, shall, together with interest thereon at
     the highest rate then applicable to Loans hereunder from the date
     incurred by each Indemnified Party until paid by Borrower, be added to
     the Liabilities of Borrower and be secured by the Collateral.  The
     provisions of this paragraph 14 shall survive the satisfaction and
     payment of the other Liabilities and the termination of this
     Agreement.
     
     15.  NOTICE.  
     
          All written notices and other written communications with
     respect to this Agreement shall be sent by ordinary, certified or
     overnight mail, by telecopy or delivered in person, and in the case of
     Bank shall be sent to it at 135 South LaSalle Street, Chicago,
     Illinois 06063-4105, Attention:  Asset Based Lending Division, and in
     the case of Borrower shall be sent to it at its principal place of
     business set forth on the first page of this Agreement.
     
     16.  CHOICE OF GOVERNING LAW; CONSTRUCTION; FORUM SELECTION.  
     
          This Agreement and the Other Agreements are submitted by
     Borrower to Bank for Bank's acceptance or rejection at Bank's
     principal place of business as an offer by Borrower to borrow monies
     from Bank now and from time to time hereafter, and shall not be
     binding upon Bank or become effective until accepted by Bank, in
     writing, at said place of business.  If so accepted by Bank, this
     Agreement and the Other Agreements shall be deemed to have been made
     at said place of business.  THIS AGREEMENT AND THE OTHER AGREEMENTS
     SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF
     ILLINOIS AS TO INTERPRETATION, ENFORCEMENT, VALIDITY, CONSTRUCTION,
     EFFECT AND IN ALL OTHER RESPECTS, INCLUDING, WITHOUT LIMITATION, THE
     LEGALITY OF THE INTEREST RATE AND OTHER CHARGES, BUT EXCLUDING
     PERFECTION OF THE SECURITY INTERESTS IN THE COLLATERAL, WHICH SHALL BE
     GOVERNED AND CONTROLLED BY THE LAWS OF THE RELEVANT JURISDICTION.  If
     any provision of this Agreement shall be held to be prohibited by or
     invalid under applicable law, such provision shall be ineffective only
     to the extent of such prohibition or invalidity, without invalidating
     the remainder of such provision or remaining provisions of this
     Agreement.
     
     To induce Bank to accept this Agreement, Borrower irrevocably agrees
     that, subject to Bank's sole and absolute election, ALL ACTIONS OR
     PROCEEDINGS IN ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR
     RELATED TO THIS AGREEMENT, THE OTHER AGREEMENTS OR THE COLLATERAL
     SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO,
     STATE OF ILLINOIS.  BORROWER HEREBY CONSENTS AND SUBMITS TO THE
     JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURTS LOCATED WITHIN SAID
     CITY AND STATE.  Borrower hereby irrevocably appoints and designates
     the Secretary of State of Illinois, whose address is Springfield,
     Illinois (or any other person having and maintaining a place of
     business in such state whom Borrower may from time to time hereafter
     designate upon ten (10) days written notice to Bank and who Bank has
     agreed in its sole discretion in writing is satisfactory and who has
     executed an agreement in form and substance satisfactory to Bank
     agreeing to act as such attorney and agent), as Borrower's true and
     lawful attorney and duly authorized agent for acceptance of service of
     legal process.  Borrower agrees that service of such process upon such
     person shall constitute personal service of such process upon
     Borrower. Bank agrees to endeavor to provide a copy of such process to
     the law firm of Deborah A. Kream, Esq. by mail at the mailing address
     of 104 Revere Street, Canton, Massachusetts 02021 or by facsimile
     transmission at facsimile number (617) 828-3168.  Failure of Bank to
     provide a copy of such process shall not impair Bank's rights
     hereunder. BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR
     CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST BORROWER BY BANK IN
     ACCORDANCE WITH THIS PARAGRAPH.
     
     17.  MODIFICATION AND BENEFIT OF AGREEMENT.  
     
          This Agreement and the Other Agreements may not be modified,
     altered or amended except by an agreement in writing signed by
     Borrower and Bank.  Borrower may not sell, assign or transfer this
     Agreement or the Other Agreements or any portion thereof, including,
     without limitation, Borrower's rights, titles, interest, remedies,
     powers or duties hereunder and thereunder.  Borrower hereby consents
     to Bank's sale, assignment, transfer or other disposition, at any time
     and from time to time hereafter, of this Agreement or the Other
     Agreements, or of any portion thereof, or participations therein,
     including, without limitation, Bank's rights, titles, interest,
     remedies, powers and/or duties and agrees that it shall execute and
     deliver such documents as Bank may request in connection with any such
     sale, assignment, transfer or other disposition.
     
     
     
     18.  HEADINGS OF SUBDIVISIONS.  
     
          The headings of subdivisions in this Agreement are for
     convenience of reference only, and shall not govern the interpretation
     of any of the provisions of this Agreement.
     
     
     
     
     19.  POWER OF ATTORNEY.  
     
          Borrower acknowledges and agrees that its appointment of Bank as
     its attorney and agent-in-fact for the purposes specified in this
     Agreement is an appointment coupled with an interest and shall be
     irrevocable until all of the Liabilities are paid in full and this
     Agreement is terminated.
     
     20.  WAIVER OF JURY TRIAL; OTHER WAIVERS.
     
          (a)  BORROWER AND BANK EACH HEREBY WAIVE ALL RIGHTS TO TRIAL BY
     JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY
     TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE
     COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER OR BANK OR WHICH,
     IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE
     RELATIONSHIP BETWEEN BORROWER AND BANK.  IN NO EVENT SHALL BANK BE
     LIABLE FOR LOST PROFITS OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES.
     
          (b)  Borrower hereby waives demand, presentment, protest and
     notice of nonpayment, and further waives the benefit of all valuation,
     appraisal and exemption laws.
     
          (c)  BORROWER AND BANK EACH HEREBY WAIVE ALL RIGHTS TO NOTICE
     (EXCEPT AS OTHERWISE PROVIDED HEREIN) AND HEARING OF ANY KIND PRIOR TO
     THE EXERCISE BY BANK OF ITS RIGHTS TO REPOSSESS THE COLLATERAL OF
     BORROWER WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON
     SUCH COLLATERAL; provided that in the event that Bank seeks to enforce
     its rights hereunder by judicial process, Bank shall provide Borrower
     with such notices as are required by law.
     
          (d)  Bank's failure, at any time or times hereafter, to require
     strict performance by Borrower of any provision of this Agreement or
     any of the Other Agreements shall not waive, affect or diminish any
     right of Bank thereafter to demand strict compliance and performance
     therewith.  Any suspension or waiver by Bank of an Event of Default
     under this Agreement or any default under any of the Other Agreements
     shall not suspend, waive or affect any other Event of Default under
     this Agreement or any other default under any of the Other Agreements,
     whether the same is prior or subsequent thereto and whether of the
     same or of a different kind or character.  No delay on the part of
     Bank in the exercise of any right or remedy under this Agreement or
     any Other Agreement shall preclude other or further exercise thereof
     or the exercise of any right or remedy.  None of the undertakings,
     agreements, warranties, covenants and representations of Borrower
     contained in this Agreement or any of the Other Agreements and no
     Event of Default under this Agreement or default under any of the
     Other Agreements shall be deemed to have been suspended or waived by
     Bank unless such suspension or waiver is in writing, signed by a duly
     authorized officer of Bank and directed to Borrower specifying such
     suspension or waiver.
     
     
     
     
     
     
     
     
     IN WITNESS WHEREOF, the parties hereto have duly executed this
     Agreement as of the 6th  day  of      June     , 19 96 .
     
     
      Plymouth Rubber Company, Inc.          LASALLE NATIONAL BANK
     
     
     By   Duane E. Wheeler                        By                    
        
     Title     Vice President - Finance                Title                    
     
                    and
     
     By                                          
     
     Title                                            
     

       EXHIBIT B - BUSINESS AND COLLATERAL LOCATIONS
                              
     
     Attached to and made a part of that certain Loan and Security
     Agreement of even date herewith between                              
                    ("Borrower") and LASALLE NATIONAL BANK ("Bank").
     
     
     A. Borrower's Business Locations (please indicate which location is
     the principal place of business and at which locations originals and
     all copies of Borrower's books, records and accounts are kept).
     
        1.     
     
     
     
        2.     
     
     
     
        3.     
     
     
     
     
     
     B. Other locations of Collateral (including, without limitation,
     warehouse locations, processing locations, consignment locations) and
     all post office boxes of Borrower.  Please indicate the relationship
     of such location to Borrower (i.e. public warehouse, processor, etc.).
     
        1.     
     
     
     
        2.     
     
     
     
        3.     
     
     
     \rar (c:\docs\std-1\22)  12/95
     
     
     
          
     
     
              EXHIBIT A-SPECIAL PROVISIONS
     
     
     Attached to and made a part of that certain Loan and Security
     Agreement of even date herewith between Brite-Line Technologies, Inc.
     ("Borrower") and LaSalle National Bank ("Bank").
     
     
     CREDIT TERMS
     
     (1)  LOAN LIMIT:  Bank may, in its sole discretion, advance an amount
          up to the sum of the following sublimits (the "Loan Limit"):
          
          (a)  Subject to subparagraph (2) of this Exhibit A, up to
               eighty-five percent (85%) of the face amount (less
               maximum discounts, credits and allowances which may be
               taken by or granted to Account Debtors in connection
               therewith) of Borrower's Eligible Accounts; provided,
               that with respect to Eligible Accounts which are payable
               in currencies other than U.S. Dollars, the face amount
               and all discounts, credits and allowances shall be
               determined using the U.S. Dollar equivalent thereof at
               such time, determined with such frequency as Bank shall
               require, but not less than weekly, based on the exchange
               rates published in the Wall Street Journal on the date of
               determination; plus
               
          (b)  Up to fifty-five percent (55%) of the lower of the cost
               or market value of Borrower's Eligible Inventory or One 
               Million Two Hundred Fifty Thousand and No/100 Dollars
               ($1,250,000.00),  whichever is less; plus
               
          (c)  Such reserves as Bank elects, in its sole discretion, to
               establish from time to time;
               
             provided, that the aggregate amount of: (i) Loan made
               pursuant to subparagraph (b) above and (ii) Loans, as
               such term is defined in that certain Loan and Security
               Agreement entered into by and between plymouth Rubber
               Company, inc. ("Plymouth")and Bank dated June 6, 1996, as
               it may be amended from time to time (the ("Plymouth
               Agreement"), made pursuant to subparagraph 1(b) of Exhibit
               A of the Plymouth Agreement shall in no event exceed
               Seven Million Two Hundred Fifty Thousand No/100 Dollars
               ($7,250,000);
                         
                further provided, that the aggregate Loan Limit shall in
               no event exceed Three Million Five Hundred Thousand and
               No./100 Dollars ($3,500,000), except as such amount may
               be increased or decreased by Bank, in its sole
               discretion, from time to time; and
                         
                further provided that the aggregate amount of Loans to
               (i) Borrower under this Agreement and (ii) the aggregate
               amount of Loans to Plymouth under the Plymouth Agreement
               shall in no event exceed Fifteen Million and No/100
               Dollars ($15,000,000).
               
               
                (2) ELIGIBLE ACCOUNTS CRITERIA REVISIONS:
          
          Subparagraph 1(d)(xii) of the Agreement is hereby amended in its
          entirety to read as follows:
          
          The Account Debtor is a resident or citizen of and is located
          within the United States of America or is a resident or citizen
          of and is located within a foreign country and with respect to 
          
          
          EXHIBIT A - SPECIAL PROVISIONS - PAGE 2
          
          
          Account Debtors who are residents or citizens of and are located
          within a foreign country, the Account is supported by (i) a
          Letter of Credit which is in form and substance satisfactory to
          Bank, issued by a financial institution acceptable to Bank and
          assigned to Bank in a manner acceptable to Bank or (ii) credit
          insurance with an endorsement acceptable to Bank and assigned to
          Bank in a manner acceptable to Bank.
          
          (3)  INTEREST RATE: Subject to the terms and conditions set forth
          below, the Loans shall bear interest at the per annum rate of
          interest set forth in subsection (a) or (b) below:
          
                                                                           
              (a) One-fourth of one percent (1/4 of 1%) per annum in excess
               of Bank's publicly announced prime rate (which is not
               intended to be Bank's lowest or most favorable rate in
               effect at any time) (the "Prime Rate") in effect from
               time to time, payable on the last Business Day of each
               month in arrears.  Said rate of interest shall increase
               or decrease by an amount equal to each increase or
               decrease in the Prime Rate effective on the effective
               date of each such change in the Prime Rate.
               
                                                                     
              (b) Two and one-fourth percent (2-1/4%) per annum in excess
               of the per annum rate of interest at which U.S. Dollar
               deposits of an amount comparable to the amount of the
               Loans and for a period equal to the relevant Interest
               Period (as hereinafter defined) are offered generally to
               Bank (rounded upward if necessary to the nearest 1/16 of
               1.00%) in the London Interbank Eurodollar market at 11:00
               a.m. (London time) two (2) Business Days prior to the
               commencement of each Interest Period ("LIBOR"), such rate
               to remain fixed for such Interest Period.  "Interest
               Period" shall mean any continuous period of ninety (90)
               days, as selected from time to time by Borrower by
               irrevocable notice (in writing, by telex, telegram or
               cable) given to Bank not less than three (3) Business
               Days prior to the first day of each respective Interest
               Period) commencing on the date hereof; provided that: 
               (i) each such period occurring after such initial period
               shall commence on the day on which the immediately
               preceding period expires; (ii) the final Interest Period
               shall be such that its expiration occurs on or before the
               end of the Original Term or any Renewal Term; and (iii)
               if for any reason Borrower shall fail to timely select a
               period, then such Loans shall continue as, or revert to,
               Prime Rate Loans.  Interest shall be payable on the last
               Business Day of each month, at maturity, and on the date
               of any payment hereon by Borrower.
               
               Upon the occurrence of an Event of Default and the
               continuance thereof, the Loans shall bear interest at the
               rate of two percent (2.0%) per annum in excess of the
               interest rate otherwise payable thereon, which interest
               shall be payable on demand.  All interest shall be
               calculated on the basis of a 360-day year.
               
                         
          
          (3).(1) OTHER LIBOR PROVISIONS:
          
               (a) Subject to the provisions of this Agreement, Borrower
               shall have the option (i) as of any date, to convert all
               or any part of the Prime Rate Loans to, or request that
               new Loans be made as, LIBOR Rate Loans of various
               Interest Periods, (ii) as of the last day of any Interest 
               
               EXHIBIT A - SPECIAL PROVISIONS - PAGE 3
               
               Period, to continue all or any portion of the relevant
               LIBOR Rate Loans as LIBOR Rate Loans; (iii) as of the 
               last day of any Interest Period, to convert all or any
               portion of the LIBOR Rate Loans to Prime Rate Loans; and
               (iv) at any time, to request new Loans as Prime Rate
               Loans; provided, that Loans may not be continued as or
               converted to LIBOR Rate Loans, if the continuation or
               conversion thereof would violate the provisions of
               Paragraphs (3).(1)(b) and (3).(1)(c) of this Exhibit A or
               if an Event of Default has occurred and is continuing.
               
               (b) Bank's determination of LIBOR as provided above shall be
               conclusive, absent manifest error.  Furthermore, if Bank
               determines, in good faith (which determination shall be
               conclusive, absent manifest error), prior to the
               commencement of any Interest Period that (i) U.S. Dollar
               deposits of sufficient amount and maturity for funding
               the Loans are not available to Bank in the London
               Interbank Eurodollar market in the ordinary course of
               business, or (ii) by reason of circumstances affecting
               the London Interbank Eurodollar market, adequate and fair
               means do not exist for ascertaining the rate of interest
               to be applicable to the Loans requested by Borrower to be
               LIBOR Rate Loans or the Loans bearing interest at the
               rates set forth in Paragraph (3)(b) of this Exhibit A
               shall not represent the effective pricing to Bank for
               U.S. Dollar deposits of a comparable amount for the
               relevant period (such as for example, but not limited to,
               official reserve requirements required by Regulation D to
               the extent not given effect in determining the rate),
               Bank shall promptly notify Borrower and (x) all existing
               LIBOR Rate Loans shall convert to Prime Rate Loans upon
               the end of the applicable Interest Period, and (y) no
               additional LIBOR Rate Loans shall be made until such
               circumstances are cured.
               
              (c) If, after the date hereof, the introduction of, or any
               change in any applicable law, treaty, rule, regulation or
               guideline or in the interpretation or administration
               thereof by any governmental authority or any central bank
               or other fiscal, monetary or other authority having
               jurisdiction over Bank or its lending offices (a
               "Regulatory Change"), shall, in the opinion of counsel to
               Bank, make it unlawful for Bank to make or maintain LIBOR
               Rate Loans, then Bank shall promptly notify Borrower and
               (i) the LIBOR Rate Loans shall immediately convert to
               Prime Rate Loans on the last Business Day of the then
               existing Interest Period or on such earlier date as
               required by law and (ii) no additional LIBOR Rate Loans
               shall be made until such circumstance is cured.
               
               (d) If, for any reason, a LIBOR Rate Loan is paid prior to
               the last Business Day of any Interest Period or if a
               LIBOR Rate Loan does not occur on a date specified by
               Borrower in its request (other than as a result of a
               default by Bank), Borrower agrees to indemnify Bank
               against any loss (including any loss on redeployment of
               the funds repaid), cost or expense incurred by Bank as a
               result of such prepayment.
                                                                  
              (e) If any Regulatory Change (whether or not having the force
               of law) shall (i) impose, modify or deem applicable any
               assessment, reserve, special deposit or similar
               requirement against assets held by, or deposits in or for
               the account of or loans by, or any other acquisition of
               funds or disbursements by, Bank; (ii) subject Bank or the
               LIBOR Rate Loans to any tax, duty, charge, stamp tax or 
             
              EXHIBIT A - SPECIAL PROVISIONS - PAGE 4
               
               
               fee or change the basis of taxation of payments to Bank
               of principal or interest due from Borrower to Bank
               hereunder (other than a change in the taxation of the
               overall net income of Bank); or (c) impose on Bank any
               other condition regarding the LIBOR Rate Loans or Bank's
               funding thereof, and Bank shall determine (which
               determination shall be conclusive, absent any manifest
               error) that the result of the foregoing is to increase
               the cost to Bank of making or maintaining the LIBOR Rate
               Loans or to reduce the amount of principal or interest
               received by Bank hereunder, then Borrower shall pay to
               Bank, on demand, such additional amounts as Bank shall,
               from time to time, determine are sufficient to compensate
               and indemnify Bank from such increased cost or reduced
               amount.
               
               (f) Each request for LIBOR Rate Loans shall be in an amount
               not less than Five Hundred Thousand and No/100 Dollars
               ($500,000.00), and in integral multiples of  One Hundred
               Thousand and No/100 Dollars ($100,000.00).
               
              (g) Unless otherwise specified by Borrower, all Loans shall
               be Prime Rate Loans.
               
              (h) No more than three (3)  Interest Periods may be in effect
               with respect to outstanding LIBOR Rate Loans at any one
               time.
               
               
              (i) The maximum amount of Libor Rate Loans outstanding at any
               one time shall not exceed fifty percent (50%) of the
               aggregate Loan Limit.
               
               (4)  FEES AND CHARGES:
          
          (a)  Facilities Fees:  Borrower and Plymouth Shall jointly pay 
               to Bank an annual  facilities fee equal to three-eighths
               of one percent (3/8 of 1%) of the aggregate Loan Limit of
               Borrower and Plymouth, which fee shall be fully earned by
               Bank and payable on June 6, 1997 and on the date of same
               day of each year thereafter during the Original Term and
               any Renewal Term.
               
          (b)  Prepayment Fee:   If Borrower elects to terminate this
                    Agreement prior to the termination date hereof, Borrower
                    shall pay to Bank a prepayment fee equal to (i) three
                    percent (3%) of the aggregate Loan Limit if this
                    Agreement is terminated on or before June 6, 1997 (ii)
                    two percent (2%) of the aggregate Loan Limit if this
                    Agreement is terminated after June 6, 1997 and prior to
                    June 6, 1998; and (iii) one percent (1%) of the aggregate
                    Loan Limit if this Agreement is terminated after June 6,
                    1998 but prior to the end of the Original Term or any
                    year of any Renewal Term; provided that if Borrower sells
                    all or substantially all of its assets or stock to a
                    Person other than an Affiliate and such sale is consented
                    to by Bank and the Liabilities are prepaid and the
                    Agreement is terminated as a result thereof, then
                    Borrower shall be required to pay a prepayment fee of one
                    percent (1%) of the aggregate Loan Limit of Borrower.
     
     ADDITIONS AND CHANGES TO COVENANTS 
     
     (5)  CHECKING ACCOUNT PROVISIONS: Borrower shall maintain its general
          controlled disbursement account with Bank.   Normal charges
          shall be assessed thereon.
          
        EXHIBIT A - SPECIAL PROVISIONS - PAGE 5
     
     
     (6)  TANGIBLE NET WORTH:   Notwithstanding the provisions of
               subparagraph 11(o) of the Agreement, Borrower shall at all times 
          maintain a tangible net worth of not less than the Minimum
               Tangible Net Worth, as hereinafter defined.  At all times from
               March 1, 1997  through November 29, 1997, "Minimum Tangible Net
               Worth" shall equal One Million Sixty-Nine Thousand and No/100
               Dollars ($1,069,000.00). From November 30, 1997 through November
               29, 1998, Minimum Tangible Net Worth shall equal One Million
               Three Hundred Nineteen Thousand and No/100 dollars
               ($1,319,000.00) Thereafter, from November 30th of each year
               through November 29th of the following year, Minimum Tangible
               Net Worth shall be equal to Minimum Tangible Net Worth on the
               last day of the immediately preceding fiscal year plus Two
               Hundred Fifty Thousand and No/100 Dollars ($250,000.00).
               "Tangible Net Worth" being defined for purposes of this
               subparagraph as Borrower's shareholders' equity (including
               retained earnings) less the book value of all intangible assets
               as determined solely by Bank on a consistent basis plus the
               amount of any LIFO reserve plus the amount of any debt
               subordinated to Bank, all as determined under generally accepted
               accounting principles applied on a basis consistent with the
               financial statement dated March 1, 1996 except as set forth
               herein.  For purposes of this subparagraph, (a) intangible
               assets are: (i) intangible asset-FAS #87, (ii) deferred tax
               asset, net of the valuation reserve-FAS #109, and (iii) trade
               names and (b) pension liability adjustments are excluded.
     
     (7)  LOANS TO EMPLOYEES:  In addition to the restrictions contained
          in subparagraph 11(l) of the Agreement, Borrower shall not make
          any loan to any Person except loans to employees not exceeding
          One Hundred Thousand and No/100 Dollars ($100,000.00) in the
          aggregate outstanding at any one time.
          
          (8)  PERMITTED BORROWINGS:  Notwithstanding the provisions of
          subparagraph 10(q) of the Agreement, Borrower may finance or
          refinance the acquisition of Equipment, whether by purchase
          money financing, lease or otherwise.
          
          ADDITIONS AND CHANGES TO DEFAULT PROVISIONS
          
          (9)ADDITIONAL CROSS DEFAULTS: In addition to the Events of Default
          specified in Paragraph 12 of the Agreement, it shall be an Event
          of Default hereunder if Plymouth , subject to any applicable
          cure period, shall fail to perform, keep or observe any of the
          covenants, conditions promises, agreements or other obligations
          or Plymouth to Bank under any agreement now ir hereafter
          existing between plymouth and Bank, including, without
          limitation, that certain Plymouth Agreement or in the event of
          termination of said plymouth Agreement.
          
          (10) Change of Control Default: In addition to the Events of Default
          specified in Paragraph 12 of the Agreement, it shall be an Event
          of Default hereunder if Plymouth shall cease to own at least
          100% of the issued and outstanding stock of Borrower.
          
          
          (11) CHANGE OF MANAGEMENT DEFAULT: In addition of the Events of
          Default specified in Paragraph 12 of the Agreement, it shall be
          an Event of Default hereunder if Maurice Hamilburg shall cease
          to be the Chief Executive Officer and President of Borrower.
          
          
                    <PAGE>
EXHIBIT A - SPECIAL PROVISIONS - PAGE 6
          
          
          OTHER PROVISIONS
          
          (12) PERMITTED LIENS:  Bank acknowledges that the liens evidenced by
          the following filed financing statements and any amendments
          thereto, as said financing statements exist as of February 3,
          1997,  shall constitute Permitted Liens:
          
               9722005452; 9320012721; 932037852; 932073046;
          932090200;952091599
          
          
          CONDITIONS TO CLOSING
          
          (13) ADDITIONAL CONDITIONS TO CLOSING:  Bank shall be under no
          obligation to consummate the transactions contemplated by this
          Agreement until each of the conditions listed in this Paragraph
          (13) has been satisfied.  Whenever a condition contained herein
          requires delivery of an agreement or other document to Bank,
          each such agreement or other document shall be in form and
          substance satisfactory to Bank in its sole discretion.
          
          (a)  Landlord's Agreement: Borrower shall Cause to be executed
               in favor of Bank and delivered to Bank a Landlord's
               Agreement from each lessor of property(ies) set forth on
               Exhibit B, which landlord's Agreement shall include a
               copy of the relevant lease.
               
          (b)  Guaranties: Borrower shall cause to be executed in favor
               of Bank and delivered to Bank the Continuing Unconditional 
               Guaranty of Plymouth of any and all indebtedness of Borrower 
               to Bank.
                         
          (c)  Warehouseman's Letters:  Bank hereby acknowledges that
               Eligible Inventory is and from time to time may be stored
               with a bailee, warehouseman, or similar party at the
               locations set forth in Exhibit B.  Relative thereto,
               Borrower shall cause each such party to execute and
               deliver to Bank a Warehouseman's Letter.
               
          (d)  Patent, Trademark and License Mortgage:  Borrower shall
               execute and deliver to Bank a Patent, Trademark and
               License Mortgage.
               
          (e)  Attorney's Opinion Letter:  Borrower shall cause to be
               executed and delivered to Bank an Attorney's Opinion
               Letter.
               
     
     
     
     
     
     
     
     
     
     \mam (m:\dept\abl\mercado\docs\plymth\exhibita)
     07/02/96 3:15 PM
     
     
          EXHIBIT B - BUSINESS AND COLLATERAL LOCATIONS
     
     
     
          Attached to and made a part of that certain Loan and Security
     Agreement of even date herewith between Brite-Line Technologies,
     Inc. ("Borrower") and LASALLE NATIONAL BANK ("Bank").
     
     
     A.   Borrower's Business Locations (please indicate which lcoation
          is the principal place of business and at which locations
          originals and all copies of Borrower's books, records and
          accounts are kept).
     
          1.   10660 East 51st Avenue   (chief place of business/
               Denver, Colorado 80239    leased property)
     
     
          2.
     
     
          3.
     
     
     B.   Other locations of Collateral (including, without limitation,
          warehouse locations, processing locations, consignment
          locations) and all post office boxes of Borrower.  Please
          indicate the relationship of such location to Borrower (i.e.
          public warehouse, processor, etc).
     
     
          1.   c/o Midstates Warehouse
               601 West 143rd Street
               Plainfield, Illinois 60544
     
          2.   c/o Hale Intermodal Warehouse
               1801 South Clinton Street
               Baltimore, Maryland 21224
     
          3.   c/o Robertson Johnson Warehouse
               2600 Shader 
               Orland, Florida 32854
     
          4.   c/o Southern Warehouse Corporation
               3500 East Crosstimbers
               Houston, Texas 77093
          
          5.   c/o Weber Distribution
               15301 Shoemaker Avenue
               Norwalk, California 90650
     
     
     
     
               
     
     
                                   Initialled by Borrower:
                                   Initialled by Bank: