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                                                                   EXHIBIT 10.1


                        REVOLVING CREDIT LOAN AGREEMENT

                                  BY AND AMONG

                                ERGOBILT, INC.,

                                 BODYBILT, INC.

                                      AND

                              COMERICA BANK-TEXAS

                                     AS OF

                                 JULY 24, 1997
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                        REVOLVING CREDIT LOAN AGREEMENT


     This REVOLVING CREDIT LOAN AGREEMENT (this "AGREEMENT"), dated as of 
July  , 1997, is among ERGOBILT, INC., a Texas corporation, BODYBILT, INC., a 
Texas corporation (each individually, a "BORROWER" and collectively, the
"BORROWERS"), and COMERICA BANK-TEXAS, a Texas banking association ("LENDER").

                                   RECITALS:

     The Borrowers have requested that the Lender extend credit to the
Borrowers in the form of revolving credit advances in an aggregate principal
amount not to exceed $5,000,000.00.

     The Lender has agreed, upon the terms and conditions hereinafter set forth,
to extend such credit to the Borrowers, to be secured by, among other things, a
Security Agreement covering the Collateral (as such terms are hereinafter
defined).

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the Borrowers and the Lender hereby agree as
follows:

1.       DEFINITIONS

         1.1     Definitions.  As used in this Agreement, the following terms
shall have the respective meanings indicated below:

                 "ACCOUNTS" shall have the meaning given such term in the UCC.

                 "ADVANCE" shall mean a Loan or an advance of funds by the
         Lender to the Borrowers pursuant to this  Agreement.

                 "ADVANCE REQUEST FORM" shall mean a certificate, in
         substantially the form approved by the Lender, properly completed and
         signed by the Borrowers requesting an Advance.

                 "AGREEMENT" shall mean this Revolving Credit Loan Agreement.

                 "AUTHORIZED OFFICER" shall mean each officer of a Borrower who
         has been authorized by such Borrower to request Loans hereunder and
         who has been furnished by such Borrower with the Security Code.  The
         Borrowers shall provide the Lender with a list of Authorized Officers.

                 "BANKRUPTCY CODE" shall mean Title 11 of the United States
         Code, as amended, or any successor act or code.




REVOLVING CREDIT LOAN AGREEMENT - Page 1
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                 "BORROWERS" is defined in the preamble to this Agreement.

                 "BORROWING BASE" shall mean, at any particular time and as
         determined on the basis of information furnished in the most recent
         Borrowing Base Certificate, an amount equal to the sum of (a) eighty-
         five percent (85%) of the aggregate principal balance of the
         Borrowers' Eligible Accounts, plus (b) forty percent (40%) of the
         Borrowers' Eligible Inventory.  Notwithstanding the foregoing,
         Advances made by Lender based on the Value of the Borrowers' Eligible
         Inventory shall not at any time exceed fifty percent (50%) of the
         aggregate principal balance of all outstanding Advances.

                 "BORROWING BASE CERTIFICATE" shall mean a certificate in a
         form reasonably acceptable to the Lender, completed in all material
         respects and executed by an authorized officer or other designee of
         the Borrowers and setting forth Borrowers' computation of the
         Borrowing Base as of the date of such certificate and such other
         information as may reasonably be requested by the Lender from time to
         time.

                 "BUSINESS DAY" shall mean each day on which the Lender is open
         to carry on its normal commercial lending business.

                 "CAPITAL EXPENDITURES" shall mean moneys expended for assets
         which, according to GAAP, have a useful life of more than one year.

                 "COLLATERAL" shall mean all of Borrowers' Accounts, Chattel
         Paper, Documents, Equipment, General Intangibles, Goods, Instruments
         and Inventory (including all spare parts and all attachments and
         accessions related to any Inventory or Goods), wherever located and
         whether now owned or hereafter acquired, together with all
         replacements thereof, substitutions therefor and all proceeds and
         products thereof, and any securities pledged under any pledge
         agreement.

                 "COMPLIANCE CERTIFICATE" shall mean a certificate in the form
         approved by the Lender, completed and signed by the chairman,
         president or a senior financial officer of the Borrowers or other
         officer designated by Borrowers.

                 "CTSS" means Computer Translation Systems and Support, a Texas
         corporation.

                 "DEBT" shall mean (i) all indebtedness for borrowed money or
         for the deferred purchase price of property or services (including
         without limitation, reimbursement and all other obligations with
         respect to surety bonds, letters of credit and bankers' acceptances,
         whether or not matured), (ii) all obligations evidenced by notes,
         bonds, debentures or similar instruments, (iii) all indebtedness
         created or arising under any conditional sale or other title retention
         agreement with respect to property acquired, (iv) all capitalized
         leases and (v) the Indebtedness.





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                 "DEBT SERVICE COVERAGE RATIO" means, for any period, the 
         ratio of Net Operating Income of the Borrowers for such period divided
         by Debt Service Requirements with respect to the same period.

                 "DEBT SERVICE REQUIREMENTS" means, for any period, any and all
         principal and interest payments scheduled with respect to the Loan or
         with respect to any other financing incurred by Borrowers, to the
         extent that such are to be due and owing during such period (and
         irrespective of whether or not those payments were timely made).

                 "DEED OF TRUST" means that certain Deed of Trust and
         Assignment of Leases executed or to be executed by Borrowers to a
         trustee for the benefit of Lender, covering the Mortgaged Property, as
         the same may be amended, modified or supplemented from time to time.

                 "DEFAULT" shall mean a condition or event which, with the
         giving of notice or the passage of time, or both, would result in an
         Event of Default.

               "DEFAULT RATE" shall mean the Maximum Legal Rate.

                 "ELIGIBLE ACCOUNTS" shall mean those Accounts of the Borrowers
         for which each of the warranties of the Borrowers set forth in Section
         7-17 of this Agreement shall be true (as of any applicable date of
         determination) and which has been represented to be an "ELIGIBLE
         ACCOUNT" on a Borrowing Base Certificate.

                 "ELIGIBLE INVENTORY" shall mean that Inventory of the
         Borrowers for which each of the warranties set forth in Section 7.15
         of this Agreement shall be true (as of any applicable date of
         determination) and which has been represented by the Borrowers to be
         an item of "ELIGIBLE INVENTORY" on a Borrowing Base Certificate.

                 "ENVIRONMENTAL LAWS" shall mean any and all federal, state,
         and local laws, regulations, and requirements pertaining to the
         environment, including, without limitation, the Comprehensive
         Environmental Response, Compensation and Liability Act, as amended, 42
         U.S. C. 9601 et seq. ("CERCLA"), the Resource Conservation and
         Recovery Act, as amended, 42 U.S.C. 6901 et seq. ("RCRA"), the
         Occupational Safety and Health Act, as amended, 29 U.S.C. 651 et seq.,
         the Clean Air Act, 42 U.S.C. 7401 et seq., the Clean Water Act as
         amended, 33 U. S.C. 1251 et seq., the Toxic Substances Control Act as
         amended, 15 U.S.C. et seq., and all similar laws, regulations, and
         requirements of any governmental authority or agency having
         jurisdiction over any Borrower or any of its properties or assets, as
         such laws, regulations, and requirements may be amended or
         supplemented from time to time.

                 "EQUIPMENT" shall mean all of the Borrowers' now owned and
         hereafter acquired machinery, equipment, furniture, furnishings, and
         other tangible personal property (except fixtures and Inventory),
         including, without limitation, data processing hardware and software,
         motor vehicles, aircraft, dies, tools, jigs, and office equipment, as
         well as all of such types of


REVOLVING CREDIT LOAN AGREEMENT - Page 3
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         property leased by the Borrowers and all of the Borrowers' rights and
         interests with respect thereto under such leases to the extent that
         any such lease does not prohibit or require a consent to the creation
         of a Lien in favor of the Lender (including, without limitation,
         options to purchase); together with all present and future additions
         and accessions thereto, replacements therefor, component and auxiliary
         parts and supplies used or to be used in connection therewith, and all
         substitutes for any of the foregoing, and all manuals, drawings,
         instructions, warranties and rights with respect thereto wherever any
         of the foregoing is located.

                 "ERISA" shall mean the Employee Retirement Income Security
         Act of 1974, as amended, or any successor act or code.

                 "EVENT OF DEFAULT" shall mean any of those conditions or
         events listed in Section 10.1 of this Agreement.

                 "FINANCIAL STATEMENTS" shall mean all those balance sheets,
         earnings statements and other financial data which have been furnished
         or will be furnished to the Lender for the purpose of, or in
         connection with, this Agreement and the transactions contemplated
         hereby.

                 "FINANCING STATEMENTS" shall mean UCC financing statements
         describing the Lender as secured party and each Borrower as debtor,
         covering the Collateral and otherwise in such form, for filing in such
         jurisdictions and with such filing offices as the Lender shall
         reasonably deem necessary in order to perfect its security interest.

                 "GAAP" shall mean, as of any applicable date of determination,
         generally accepted accounting principles consistently applied, as in
         effect on the date hereof except as otherwise agreed by the Borrowers
         and the Lender.

                 "HAZARDOUS SUBSTANCE" shall mean any substance, product,
         waste, pollutant, material, chemical, contaminant, constituent, or
         other material which is or becomes regulated under any Environmental
         Law, including, without limitation, asbestos, petroleum, and
         polychlorinated biphenyls.

                 "INDEBTEDNESS" shall mean any and all indebtedness and
         liability whatsoever of the Borrowers to Lender, whether direct or
         indirect, absolute or contingent, due or to become due, now existing
         or hereafter arising and howsoever evidenced, including without
         limitation obligations of the Borrowers arising under this Agreement,
         the Revolving Credit Note, the Real Estate Loan Agreement and the
         other Loan Documents.

                 "INTEREST RATE" shall have the meaning set forth in Section
         4.1 of this Agreement.

                 "INTEREST RATE AGREEMENT" means that certain Interest Rate
         Option Agreement of even date herewith executed by the Borrowers and
         the Lender.




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                 "INVENTORY" shall mean all of the Borrowers' now owned and
         hereafter acquired inventory, goods, and merchandise, wherever
         located, to be furnished under any contract of service or held for
         sale or lease, all raw materials, work-in-process, finished goods,
         returned and repossessed goods, and materials, and supplies of a
         nature or description which are or might be used or consumed in the
         Borrowers' business or used in connection with the manufacture,
         packing, shipping, advertising, selling or finishing of such
         inventory, goods, merchandise and such other personal property, and
         all documents of title or other documents representing them, and all
         proceeds thereof (including, but not limited to, all proceeds of
         insurance with respect thereto, including the proceeds of any casualty
         insurance); and any lists, information and records prepared or kept in
         relation to the foregoing.  Without limitation, the term "INVENTORY"
         shall include all spare parts and all attachments and accessions
         relating to any property or goods which comprises "INVENTORY" under
         this definition.

                 "LENDER" shall mean Comerica Bank-Texas, a Texas banking
         association.

                 "LOAN" shall mean a loan or Advance of funds by the Lender
         pursuant to this Agreement.

                 "LOAN DOCUMENTS" shall mean this Agreement, the Interest Rate
         Agreement, the Revolving Credit Note, the Real Estate Loan Agreement,
         Deed of Trust and all promissory notes, security agreements, deeds of
         trust, assignments, letters of credit, guaranties and other
         instruments, documents, and agreements executed in connection with
         this Agreement, as such instruments, documents and agreements may be
         amended, modified, renewed, extended or supplemented from time to
         time.  "LOAN DOCUMENT" shall mean any one of the Loan Documents.

                 "MAXIMUM LEGAL RATE" shall have the meaning specified in
         Section 4.5 of this Agreement.

                 "MORTGAGED PROPERTY" is defined in the Deed of Trust.

                 "NET OPERATING INCOME" means, for any period, net aggregate
         income of the Borrowers after provisions for taxes for such period, as
         determined in accordance with GAAP.

                 "PBGC" shall mean the Pension Benefit Guaranty Corporation or
         any Person succeeding to the present powers and functions of the
         Pension Benefit Guaranty Corporation.





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                 "PERMITTED LIENS" shall mean:

                          (a)     Liens and encumbrances in favor of the
                 Lender;

                          (b)     Liens for taxes, assessments or other
                 governmental charges incurred in the ordinary course of
                 business and not yet past due or being contested in good faith
                 by appropriate proceedings and for which adequate reserves
                 have been established as reflected by the balance sheet of the
                 Borrower at the time thereof,

                          (c)     Liens of mechanics, materialmen, carriers,
                 warehousemen or other like statutory or common law liens
                 securing obligations incurred in good faith in the ordinary
                 course of business that are not yet due and payable;

                          (d)     Encumbrances consisting of zoning
                 restrictions, rights-of-way, easements or other restrictions
                 on the use of real property, none of which materially impairs
                 the use of such property by the Borrowers or any Subsidiary in
                 the operation of the business for which it is used and none of
                 which is violated in any material respect by any existing or
                 proposed structure or land use; and

                          (e)     Existing Liens described as a part of Schedule
                          7.6 attached hereto.

                 "PERSON" shall mean any individual, corporation, partnership,
         joint venture, association, trust, unincorporated association, joint
         stock company, government, municipality, political subdivision or
         agency or other entity.

                 "PRIME RATE" shall mean that annual rate of interest
         reasonably designated by the Lender as its prime rate and which is
         changed by the Lender from time to time.  The Prime Rate may not
         necessarily be the lowest rate charged by the Lender.

                 "REAL ESTATE LOAN AGREEMENT" means that certain Construction
         Loan Agreement executed or to be executed by the Borrowers and the
         Lender with respect to financing for the Mortgaged Property, in form
         and substance satisfactory to the Lender, in its sole discretion, as
         the same may be amended, modified or supplemented from time to time.

                 "REGULATION D" shall mean Regulation D of the Board of
         Governors of the Federal Reserve System as the same may be amended or
         supplemented from time to time.

                 "REGULATORY CHANGE" shall mean, with respect to the Lender,
         any change after the date of this Agreement in United States federal
         or state, or foreign laws or regulations (including Regulation D) or
         the adoption or making after such date of any interpretations,
         directives, or requests applying to a class of banks including the
         Lender of or under any United States federal or state, or any foreign,
         laws or regulations (whether or not having the force of



REVOLVING CREDIT LOAN AGREEMENT - Page 6
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         law) by any court or governmental or monetary authority charged with
         the interpretation or administration thereof

                 "REVOLVING CREDIT COMMITMENT" shall mean the obligation of the
         Lender to make Revolving Credit Loans to the Borrowers in an aggregate
         principal amount at any time outstanding up to but not to exceed the
         lesser of (a) Five Million Dollars ($5,000,000), or (b) the
         Borrowing Base.

                 "REVOLVING CREDIT LOAN" shall mean any Advance of funds made
         by the Lender to the Borrowers pursuant to Section 2 hereof.

                 "REVOLVING CREDIT NOTE" shall mean the promissory note of the
         Borrowers payable to the order of the Lender, in substantially the
         form of Exhibit "A" hereto, and all extensions, renewals and
         modifications thereof and substitutions therefor.

                 "SECURITY AGREEMENT" shall mean collectively, security
         agreements executed in favor of the Lender pursuant to which each
         Borrower grants to the Lender a security interest in all of such
         Borrower's rights in the Collateral, wherever located and whether now
         owned or hereafter acquired, together with all replacements thereof,
         substitutions therefor and all proceeds and products thereof.

                 "SECURITY CODE" shall mean a code furnished by the Lender to
         the Borrowers, pursuant to Section 4.2 hereof, which an Authorized
         Officer of a Borrower must deliver to the Lender upon making a
         telephonic Loan request.

                 "SUBORDINATED DEBT" shall mean all Debt, the payment of which
         (and the security for) has been subordinated to the Lender in writing
         in a manner satisfactory to the Lender.

                 "SUBSIDIARIES" shall mean any entity of which more than fifty
         percent (50%) of the outstanding voting securities shall, as of any
         applicable date of determination, be owned directly, or indirectly
         through one or more intermediaries, by any Borrower.

                 "TANGIBLE NET WORTH" shall mean, as of any applicable date of
         determination, the excess of (i) the value of all assets of the
         Borrowers and their Subsidiaries (other than patents, patent rights,
         trademarks, trade names, franchises, copyrights, goodwill, and similar
         intangible assets) after all appropriate deductions (including,
         without limitation, reserves for doubtful receivables, obsolescence,
         depreciation and amortization), all as determined on a consolidated
         basis in accordance with GAAP, less (ii) all Debt plus (iii) all
         Subordinated Debt of the Borrowers and their Subsidiaries which, in
         accordance with GAAP, would be required to be presented on their
         consolidated balance sheet at such date.

                 "TERMINATION DATE" shall mean July 24, 1998.





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                 "UCC" shall mean the Uniform Commercial Code as in effect in
         the State of Texas and as amended from time to time.

                 "UNUSED FACILITY FEE" shall mean on an annualized basis, a fee
         equal to one-quarter of one percent (0.25%) of the difference, if any,
         between $5,000,000 and the average daily outstanding principal balance
         of the Revolving Credit Note for each calendar quarter.  Such fee
         shall be payable within ten (10) Business Days after presentment of
         each such computation thereof by the Lender.

         1.2     Accounting Terms.  All accounting terms not specifically
defined in this Agreement shall be construed in accordance with GAAP.  All
accounting terms and calculations herein with respect to the Borrowers and
their Subsidiaries shall be made after elimination of all inter-company
accounts and transactions among them.

         1.3     Singular and Plural.  Where the context herein requires, the
singular number shall be deemed to include the plural, and vice versa.

2.     REVOLVING CREDIT LOANS

         2.1     Revolving Credit Commitment.  Subject to the terms and
conditions of this Agreement, the Lender hereby agrees to make one or more
Revolving Credit Loans to the Borrowers from time to time from the date hereof
to and including the Termination Date in an aggregate principal amount at any
time outstanding up to but not exceeding the amount of the Revolving Credit
Commitment as then in effect; provided, however that the Lender shall not be
obligated to make any Revolving Credit Loan which would cause the principal
balance of all outstanding Revolving Credit Loans to exceed the amount which is
the lesser of (i) the Borrowing Base, or (ii) the Revolving Credit Commitment.
Subject to the limitations and the other terms and provisions of this
Agreement, the Borrowers may from time to time borrow, repay and reborrow
hereunder the amount of the Revolving Credit Commitment by means of Advances;
provided that the Lender shall not have an obligation to make any Revolving
Credit Loan on a day which is not a Business Day.

         2.2     Revolving Credit Note.  The obligation of the Borrowers to
repay the Revolving Credit Loans and interest thereon shall be evidenced by the
Revolving Credit Note executed by the Borrowers, payable to the order of the
Lender in the principal amount of the Revolving Credit Commitment as originally
in effect and dated of even date herewith.  The Revolving Credit Note shall in
any event, subject to prior acceleration, be payable in full on the Termination
Date.

         2.3 Repayment  of  Revolving  Credit  Loans.  The  Borrowers  shall
repay the unpaid principal amount of all Revolving Credit Loans on the
Termination Date.  Interest on the Revolving Credit Loans shall be payable in
accordance with Section 4.1.





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3.      USE OF PROCEEDS

         3.      Use of Proceeds.  Proceeds of the Loans shall be used by the
Borrowers for (a) acquisition of a portion of the Mortgaged Property, (b)
future acquisitions permitted by Section 9.8(c) working capital and (d)
general corporate purposes.

4.       GENERAL - ALL LOANS

         4.1     Interest.  The unpaid principal amount of the Advances shall
bear interest prior to maturity at a varying rate per annum equal from day to
day to the lesser of (a) the Maximum Legal Rate, or (b) the Applicable Rate (as
defined in the Interest Rate Agreement) (the "INTEREST RATE"). If at any time
the Interest Rate for any Advance shall exceed the Maximum Legal Rate, thereby
causing the interest accruing on such Advance to be limited to the Maximum
Legal Rate, then any subsequent reduction in the Interest Rate for such Advance
shall not reduce the rate of interest on such Advance below the Maximum Legal
Rate until the aggregate amount of interest accrued on such Advance equals the
aggregate amount of interest which would have accrued on such Advance if the
Interest Rate had at all times been in effect.  Accrued and unpaid interest on
the Advances shall be due and payable as follows: on the first day of each
month commencing September 1, 1997 and continuing on the same day of each
successive month thereafter, up to and including the Termination Date.
Notwithstanding the foregoing, any outstanding principal of any Advance and (to
the fullest extent permitted by law) any other amount payable by any Borrower
under this Agreement or any other Loan Document that is not paid in full when
due (whether at stated maturity, by acceleration, or otherwise) shall bear
interest at the Default Rate for the period from and including the due date
thereof to but excluding the date the same is paid in full.  Interest payable
at the Default Rate shall be payable from time to time on demand.

         4.2     Borrowing Procedure.  The Borrowers shall give the Lender
notice by means of an Advance Request Form of each requested Advance no later
than the date required by the Interest Rate Agreement, in each case specifying:
(a) the requested date of such Advance (which shall be a Business Day), (b) the
Interest Rate applicable to such Advance and (c) the amount of such Advance.
The Lender at its option may accept telephonic Advance requests by an
Authorized Officer.  A telephonic request for an Advance by the Borrowers shall
be promptly confirmed in writing if so requested by the Lender.  Subject to the
terms and conditions of this Agreement, each Advance shall be made available to
the Borrowers by depositing the same, in immediately available funds, in an
account of the Borrowers maintained with the Lender at the principal office
designated by the Borrowers.  All notices under this Section shall be
irrevocable and shall be given not later than 2:00 P.M. Dallas, Texas time on
the day which is not less than the number of Business Days specified in the
Interest Rate Agreement for such notice.

         4.3     Payment.  All payments of principal, interest and other
amounts to be paid by the Borrowers under this Agreement or any other Loan
Document shall be paid to the Lender at the address set forth herein for the
delivery of notices to the Lender, in immediately available funds, without
setoff or counterclaims, at or before 2:00 P.M. Dallas, Texas time on the date
on which such payment shall become due (each such payment made after such time
on such due date to be deemed to


REVOLVING CREDIT LOAN AGREEMENT - Page 9
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have been made on the next succeeding Business Day). The Borrowers shall, at
the time of making each such payment, specify to the Lender the sums payable by
the Borrowers under this Agreement and the other Loan Documents to which such
payment is to be applied (and in the event the Borrowers fail to so specify, or
if an Event of Default has occurred and is continuing, the Lender may apply
such payment to the Indebtedness in such order and manner as it may elect in
its sole discretion).  Whenever any payment under this Agreement or any other
Loan Document shall be stated to be due on a day that is not a Business Day,
such payment shall be deemed due on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of the
payment of interest.

         4.4     Maximum Legal Rate, The following provisions shall control
this Agreement and the Revolving Credit Note:

                 (a)      No agreements, conditions, provision or stipulations
         contained in this Agreement or in any other Loan Document or the
         occurrence of an Event of Default, or the exercise by the Lender of
         the right to accelerate the payment or the maturity of principal and
         interest on the Revolving Credit Note, or to exercise any option
         whatsoever contained in this Agreement, the Interest Rate Agreement,
         or any other Loan Document, or the arising of any contingency
         whatsoever, shall entitle the Lender to collect, in any event,
         interest exceeding the maximum rate of nonusurious interest allowed
         from time to time by applicable state or federal laws as now or as may
         hereinafter be in effect (the "MAXIMUM LEGAL RATE") and in no event
         shall any Borrower be obligated to pay interest exceeding such Maximum
         Legal Rate, and all agreements, conditions or stipulations, if any,
         which may in any event or contingency whatsoever operate to bind,
         obligate or compel the Borrowers to pay a rate of interest exceeding
         the Maximum Legal Rate shall be without binding force or effect, at
         law or in equity, to the extent only of the excess of interest over
         such Maximum Legal Rate.  In the event any interest is charged in
         excess of the Maximum Legal Rate (the "EXCESS"), each Borrower
         acknowledges and stipulates that any such charge shall be the result
         of an accidental and bona fide error, and such Excess shall be, first,
         applied to reduce the principal of any obligations due, and, second,
         returned to the Borrowers, it being the intention of the parties
         hereto not to enter at any time into an usurious or otherwise illegal
         relationship.  The parties hereto recognize that with fluctuations in
         the Interest Rate from time to time announced by the Lender such an
         unintentional result could inadvertently occur.  By the execution of
         this Agreement, each Borrower covenants that (a) the credit or return
         of any Excess shall constitute the acceptance by such Borrower of such
         Excess, and (b) neither Borrower shall seek or pursue any other
         remedy, legal or equitable, against the Lender based, in whole or in
         part, upon the charging or receiving of any interest in excess of the
         Maximum Legal Rate.  For the purpose of determining whether or not any
         Excess has been contracted for, charged or received by the Lender, all
         interest at any time contracted for, charged or received by the Lender
         in connection with the Borrowers' obligations shall be amortized,
         prorated, allocated and spread during the entire term of this
         Agreement.  If at any time the rate of interest payable hereunder
         shall be computed on the basis of the Maximum Legal Rate, any
         subsequent reduction in the Interest Rate shall not reduce such
         interest thereafter payable hereunder below the amount computed on the
         basis of the Maximum Legal Rate until the aggregate amount of such
         interest accrued and payable under this Agreement equals the total
         amount of interest which would have accrued if such interest had been
         at all times computed solely on the basis of the Interest Rate.


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                 (b)      Unless preempted by federal law, the rate of interest
         from time to time in effect hereunder shall not exceed the "indicated
         rate ceiling" from time to time in effect under Chapter 1 of the Texas
         Credit Code (Vernon's Texas Civil Statutes), Section (a)(1), Article
         5069-1.04, as amended.

                 (c)      The provisions of this Section shall be deemed to be
         incorporated into every document or communication relating to the
         Indebtedness which sets forth or prescribes any account, right or
         claims or alleged account, right or claim of the Lender with respect
         to the Borrowers (or any other obligor in respect of the
         Indebtedness), whether or not any provision of this Section is
         referred to therein.  All such documents and communications and all
         figures set forth therein shall, for the sole purpose of computing the
         extent of the obligations asserted by the Lender thereunder, be
         automatically recomputed by the Borrowers or any other obligor, and by
         any court considering the same, to give effect to the adjustments or
         credits required by this Section.

                 (d)      If the applicable state or federal law is amended in
         the future to allow a greater rate of interest to be charged under
         this Agreement than is presently allowed by applicable state or
         federal law, then the limitation of interest hereunder shall be
         increased to the maximum rate of interest allowed by applicable state
         or federal law, as amended, which increase shall be effective
         hereunder on the effective date of such amendment, and all interest
         charges owing to the Lender by reason thereof shall be payable upon
         demand.

                 (e)      The provisions of Chapter 15 of the Texas Credit Code
         (Vernon's Texas Civil Statutes), Article 5069-15, as amended, are
         specifically declared by the parties hereto not to be applicable to
         this Agreement or any other Loan Document or to the transactions
         contemplated hereby or thereby.

         4.5     Basis of Computation.  Subject to Section 4.4 hereof, the
amount of all interest payable hereunder shall be computed for the actual
number of days elapsed on the basis of a year consisting of 360 days.

         4.6     Prepayments.

                 4.6.1    Mandatory Prepayments. The Borrowers shall, within
         one (1) day after notice thereof from the Lender, pay to the Lender as
         a payment on the Revolving Credit Note the amount, if any, by which
         the principal balance of the Revolving Credit Note outstanding from
         time to time exceeds the Borrowing Base, together with all interest
         accrued and unpaid on the amount of such excess.

                 4.6.2    Optional Prepayments.  The Borrowers may, at any
         time, prepay the Advances in whole at any time or from time to time in
         part without premium or penalty but with accrued interest to the date
         of prepayment on the amount so prepaid; provided, however, if the
         Borrowers desire to prepay the Advances in whole and terminate the
         Revolving Credit Commitment within the first year after the execution
         of this Agreement, such prepayment must


REVOLVING CREDIT LOAN AGREEMENT - Page 11
<PAGE>   13
         be accompanied by a prepayment premium in the amount of $10,000, which
         fee shall be deemed fully earned and nonrefundable as of the date of
         such prepayment.

5.       SECURITY

         5.1     Collateral.  To secure the full and timely performance of the
Borrowers' covenants set out in this Agreement and the other Loan Documents and
to secure the repayment of the Revolving Credit Note and all other Indebtedness
whatsoever of the Borrowers to the Lender, including without limitation,
Indebtedness of the Borrowers under the Real Estate Loan Agreement, each
Borrower agrees to grant and assign a lien upon and security interest in the
Collateral pursuant to the Security Agreement, the Financing Statements, the
Deed of Trust, and other instruments and agreements required by and
satisfactory to the Lender.

         5.2     Setoff.  If an Event of Default shall have occurred and be
continuing, the Lender shall have the right to set off and apply against any
Indebtedness then due in such manner as the Lender may determine, at any time
and without notice to the Borrowers, any and all deposits (general or special,
time or demand, provisional or final) or other sums at any time credited by or
owing from the Lender to the Borrowers.  As further security for the
Indebtedness, each Borrower hereby grants to the Lender a security interest in
all money, instruments, and other property of such Borrower now or hereafter
held by the Lender, including, without limitation, property held in
safekeeping.  In addition to the Lender's right of setoff and as further
security for the Indebtedness, each Borrower hereby grants to the Lender a
security interest in all deposits (general or special, time or demand,
provisional or final) and other accounts of such Borrower now or hereafter on
deposit with or held by the Lender and all other sums at any time credited by
or owing from the Lender to such Borrower.  The rights and remedies of the
Lender hereunder are in addition to other rights and remedies (including,
without limitation, other rights or setoff) which the Lender may have.

6.       CONDITIONS PRECEDENT TO OBLIGATIONS OF LENDER

         6.1     Conditions to First Loan.  The obligations of the Lender under
this Agreement are subject to the occurrence, prior to or on the date of the
initial Loan hereunder, of each of the following conditions, any or all of
which may be waived in whole or in part by the Lender in writing:

                          6.1.1   Documents Executed and Filed.  The Borrowers
                 shall have executed (or caused to be executed) and delivered
                 to the Lender and, as appropriate, there shall have been
                 signed for filing with such filing offices as the Lender shall
                 deem appropriate, the following:

                                  (a)      The Revolving Credit Note;
                                  (b)      The Security Agreement;
                                  (c)      The Deed of Trust; and
                                  (d)      All other Loan Documents.

                          6.1.2.  Certified Resolutions.  Each Borrower shall
                 have furnished to the Lender a corporate certificate of such
                 Borrower and a copy of the resolutions of the officers of such
                 Borrower authorizing the execution, delivery and performance
                 of this Agreement, the


REVOLVING CREDIT LOAN AGREEMENT - Page 12
<PAGE>   14
                 borrowings hereunder, the Revolving Credit Note, the Security
                 Agreement and all other Loan Documents, each of which shall
                 have been certified by the Secretary of such Borrower as of
                 the date hereof.

                          6.1.3.  Certificates of Good Standing and Existence.
                 Each Borrower shall have furnished to the Lender certificates
                 of existence and good standing, each of which shall have been
                 certified by the state agency issuing the same as of a date
                 reasonably near the date hereof.

                          6.1.4.  Certificate of Incumbency. Each Borrower
                 shall have furnished to the Lender a certificate of the
                 Secretary of such Borrower, certified as of the date hereof,
                 as to the incumbency and signatures of such officers signing
                 this Agreement, the Revolving Credit Note, the Security
                 Agreement and the other Loan Documents.

                          6.1.5.  Payment of Fees. Evidence that all costs and
                 expenses (including reasonable attorneys' fees) incurred by
                 the Lender and known to date in connection with the
                 preparation of this Agreement and the other Loan Documents
                 shall have been paid in full by the Borrowers.

                          6.1.6.  Approval of Lender Counsel.  All actions,
                 proceedings,  instruments and documents required to carry out
                 the transactions contemplated by this Agreement or incidental
                 thereto and all other related legal matters shall have been
                 satisfactory to and approved by legal counsel for the Lender,
                 and said counsel shall have been furnished with such certified
                 copies of actions and proceedings and such other instruments
                 and documents as they shall have reasonably requested.

                          6.1.7.  Release of Liens.  The Lender shall have
                 received satisfactory evidence of the release of all liens
                 and/or security interests against the Collateral except
                 Permitted Liens.

                          6.1.8.  Other Information and Documentation.  The
                 Lender shall have received such other information,
                 certificates and executed documents as it shall have
                 reasonably requested.

         6.2.    Conditions to All Loans.  The obligation of the Lender to make
any Loan (including any initial Advance) is subject to the occurrence, prior to
or on the requested date of each such Loan, of each of the following
conditions, any or all of which may be waived in whole or in part by the Lender
in writing:

                          6.2.1.  Loan Request.  The Lender shall have received
                 a written Advance Request Form, executed by the appropriate
                 officer of each Borrower and timely delivered as required by
                 this Agreement.





REVOLVING CREDIT LOAN AGREEMENT - Page 13
<PAGE>   15
                          6.2.2.  No Default.  As of such date:

                                  (a)      No Default or Event of Default shall
                          have then occurred and be continuing; and

                                  (b)      Each warranty or representation
                          referenced in Section 7.16 of this Agreement shall be
                          true and correct.

7.       WARRANTIES AND REPRESENTATIONS

         Each Borrower represents and warrants to the Lender:

         7.1     Corporate Existence and Power.  Each Borrower (i) is duly
organized, validly existing and in good standing under the laws of its state of
organization, (ii) has the power and authority to own its properties and assets
and to carry out its business as now being conducted and is qualified to do
business and in good standing in every jurisdiction wherein such qualification
is necessary except where the failure to be so qualified would not result in a
material adverse effect on the business or financial condition of any Borrower
and (iii) has the power and authority to execute and perform this Agreement, to
borrow money in accordance with its terms, to execute and deliver the Revolving
Credit Note, the Security Agreement and the other Loan Documents to be executed
by it and to grant to the Lender liens and security interest in the Collateral
as hereby contemplated and to do any and all other things required of it
hereunder.

         7.2     Authorization and Approvals.  As to each Borrower, the
execution, delivery and performance of this Agreement, the Revolving Credit
Note, the Security Agreement, the borrowing hereunder and the execution and
delivery of each of the other Loan Documents contemplated hereby (a) have been
duly authorized by all requisite corporate action, (b) do not require
registration with or consent or approval of, or other action by, any federal,
state or other governmental authority or regulatory body, or, if such
registration, consent or approval is required, the same has been obtained and
disclosed in writing to the Lender, (c) will not violate any provision of law,
any order of any court or other agency of government, the organizational
documents of such Borrower, any provision of any indenture, agreement or other
instrument to which such Borrower is a party, or by which it or any of its
properties or assets are bound except where such violation would not result in
a material adverse effect on the business or financial condition of such
Borrower, (d) will not be in conflict with, result in a breach of or constitute
(with or without notice or passage of time) a default under any indenture,
agreement or other instrument except where such conflict, breach or default
would not result in a material adverse effect on the business or financial
condition of such Borrower, and (e) will not result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of its properties or assets other than Permitted Liens.

         7.3     Valid and Binding Agreement.  This Agreement is, and each of
the other Loan Documents will be, when delivered, valid and binding obligations
of each Borrower, in each case enforceable in accordance with their respective
terms except as limited by insolvency, bankruptcy or similar laws and equitable
principles affecting the enforcement of creditors' rights generally.


REVOLVING CREDIT LOAN AGREEMENT - Page 14
<PAGE>   16
         7.4     Actions, Suits or Proceedings.  Except as disclosed on
Schedule 7.4 or otherwise disclosed in writing to the Lender, there are no
actions, suits or proceedings, at law or in equity, and no proceedings before
any arbitrator or by or before any governmental commission, board, bureau or
other administrative agency, pending, or, to the best knowledge of the
Borrowers, threatened against or affecting any Borrower, or any properties or
rights of any Borrower, which, if adversely determined, would materially impair
the right of such Borrower to carry on business substantially as now conducted
or could have a material adverse effect upon the financial condition of such
Borrower.

         7.5     No Liens, Pledges, Mortgages or Security Interests.  Except for
Permitted Liens, none of the Borrowers' assets and properties, including the
Collateral, is subject to any mortgage, pledge, lien, security interest or
other encumbrance of any kind or character.

         7.6     Accounting Principles.  The Financial Statements have been
prepared on a consolidated basis in accordance with GAAP and fairly present the
financial condition of each Borrower as of the dates, and the results of its
operations for the periods, for which the same are furnished to the Lender.  To
the best of Borrowers' knowledge and belief, neither Borrower has any material
contingent obligations, liabilities for taxes, long-term leases or unusual
forward or long-term commitments not disclosed by, or reserved against in, the
Financial Statements or otherwise disclosed in writing to the Lender.

         7.7     No Adverse Changes.  There has been no material adverse change
in the business, properties or condition (financial or otherwise) of any
Borrower since the date of the latest of the Financial Statements or otherwise
disclosed in writing to the Lender.

         7.8     Conditions Precedent.  As of the date of each Loan hereunder,
all appropriate conditions precedent referred to in this Agreement shall have
been satisfied (or waived in writing by the Lender).

         7.9     Taxes.  Each Borrower has filed (or in the case of any
consolidated, unitary or combined return, the Borrower has been included in a
return filed) by the extended due date therefor all federal, state and local
tax returns and other reports required by law to be filed and which are
material to the conduct of its business, has paid or caused to be paid all
material taxes, assessments and other governmental charges that are shown to be
due and payable by such Borrower under such returns, and has made adequate
provision for the payment of such taxes, assessments or other governmental
charges which have accrued but are not yet payable.  Neither Borrower has any
knowledge of any asserted deficiency or assessment in a material amount in
connection with any taxes, assessments or other governmental charges not
adequately disclosed in the Financial Statements or otherwise disclosed in
writing to the Lender.

         7.10    Compliance with Laws.  Each Borrower has complied with all
applicable laws, to the extent that failure to comply would materially
interfere with the conduct of its respective business.





REVOLVING CREDIT LOAN AGREEMENT - Page 15
<PAGE>   17
         7.11    Indebtedness; Material Agreements.

                 (a)      Except as disclosed on Schedule 7.11, neither
         Borrower has any Debt.

                 (b)      To the best knowledge of the Borrowers, it has
         complied with the provisions of all material contracts or commitments;
         and to the best knowledge of Borrowers, no party to such agreements is
         in default thereunder, nor has there occurred any event which with
         notice or the passage of time, or both, would constitute such a
         default.

         7.12    Margin Stock.  Neither Borrower is engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any "margin stock" within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System, and no
part of the proceeds of any Loan hereunder will be used, directly or
indirectly, to purchase or carry any margin stock or to extend credit to others
for the purpose of purchasing or carrying any margin stock or for any other
purpose which might violate the provisions of Regulation G, T, U or X of the
said Board of Governors.  Neither Borrower owns any margin stock.

         7.13    Pension Funding.  Neither Borrower has incurred any material
accumulated funding deficiency within the meaning of ERISA or any material
liability to the PBGC in connection with any employee benefit plan established
or maintained by such Borrower and no presently existing reportable event or
presently existing prohibited transaction, as defined in ERISA, has occurred
with respect to such plans which would result in a material adverse effect on
the business or financial condition of such Borrower.

         7.14    Misrepresentation.  To the best knowledge of the officer
signing the same, after reasonable inquiry, no warranty or representation by
any Borrower contained herein or in any certificate or other document furnished
by any Borrower contemporaneously herewith contains any untrue statement of
material fact or omits to state a material fact necessary to make such warranty
or representation not misleading in light of the circumstances under which it
was made.

         7.15    Eligible Inventory.  As to each item of Inventory represented
by the Borrowers to be "ELIGIBLE INVENTORY" on a Borrowing Base Certificate, as
of the date of each such Borrowing Base Certificate:

                 (a)      Such item of Inventory is of good and merchantable
         quality and is usable or salable by a Borrower in the ordinary course
         of its business, and is not obsolete, and is not work in process.

                 (b)      Borrowers have granted to the Lender a perfected
         security interest in such item of Inventory (as an item of the
         Collateral) prior in right to all other Persons (other than Permitted
         Liens), and such item of Inventory has not been sold, transferred or
         otherwise assigned by either Borrower, to any Person, other than the
         Lender and other than sales in the ordinary course of business
         occurring after the date of such Borrowing Base Certificate.



REVOLVING CREDIT LOAN AGREEMENT - Page 16
<PAGE>   18
                 (c) Such item of Inventory is located at one of the locations
         identified in the Security Agreement.

         7.16    Loans and Representations.  As of the date of each Advance
Request, each Borrower, unless otherwise disclosed to the Lender in writing,
shall be deemed to represent and warrant to the Lender, as an inducement to
having the Lender make the requested Loan, that as of the date of such Loan
request (a) the representations and warranties contained in Sections 7.1, 7.4,
7.7, 7.15 and 7.17 of this Agreement are true and correct in all material
respects, (b) the requirements of Section 6.2.2 have been complied with and (c)
the Lender will have a first priority security interest and lien on the
Collateral covered by the invoice or bill of sale (or similar document), if
any, to which the Loan request relates.

         7.17    Eligible Accounts.  As to each Account represented by the
Borrowers to be an "ELIGIBLE ACCOUNT" on a Borrowing Base Certificate, as of
the date of each such Borrowing Base Certificate:

                 (a)      Such Account arose in the ordinary course of the
         business of a Borrower out of either (i) a bona fide sale of Inventory
         by a Borrower, and in such case such Inventory has in fact been
         shipped to, and accepted and retained by, the appropriate account
         debtor or the sale has otherwise been consummated in accordance with
         such order, or (ii) services performed by a Borrower under an
         enforceable contract, and in such case such services have in fact been
         performed for the appropriate account debtor in accordance with such
         contract.

                 (b)      Such Account represents a legally valid and
         enforceable claim which is due and owing to a Borrower by such account
         debtor in at least such amount as is represented by the Borrowers to
         the Bank on such Borrowing Base Certificate, such Account is due and
         payable not more than thirty (30) days from the delivery of the
         related Inventory, or the performance of the related services, giving
         rise to such Account and, unless the Bank otherwise allows, such
         Account has not been due for more than ninety (90) days (from the date
         of invoice).  If more than 25% of the total billings to any Account
         remains unpaid more than 90 days from invoice date, then the entire
         balance of the Account shall be ineligible for Advances.  In addition,
         that portion of the Accounts of any account debtor which exceeds
         thirty percent (30%) of the dollar amount of the total of all Accounts
         for all account debtors shall be ineligible for Advances.

                 (e)      To the best of the Borrowers' knowledge, the unpaid
         balance of such Account as represented by the Borrowers to the Lender
         on such Borrowing Base Certificate is not subject to any defense,
         counterclaim, set-off, credit, allowance or adjustment by the account
         debtor because of returned, inferior or damaged Inventory or services,
         or for any other valid reason, except for customary discounts allowed
         by any Borrower in the ordinary course of business for prompt payment
         or as otherwise indicated by credit memos disclosed in such Borrowing
         Base Certificate, and there is no agreement between any Borrower, the
         related account debtor and any other person for any rebate, discount,
         concession or release of liability, in whole or in part.  If such
         Account does not satisfy the above representations, then such



REVOLVING CREDIT LOAN AGREEMENT - Page 17
<PAGE>   19
         Account shall be ineligible for Advances to the extent that such
         Account is subject to a defense, counterclaim, set-off, credit,
         allowance or adjustment.

                 (d)      To the best of the Borrowers' knowledge, the
         transactions leading to the creation of such Account comply with all
         applicable state and federal laws and regulations.

                 (e)      The Borrowers have granted to the Bank a perfected
         security interest in such Account (as an item of the Collateral) prior
         in right to all other persons (other than Permitted Liens), and such
         Account has not been sold, transferred or otherwise assigned by any
         Borrower to any Person, other than the Bank.

                 (f)      Such Account is not represented by any note, trade
         acceptance, draft or other negotiable instrument or by any chattel
         paper, except any such as constitute an item of Collateral on or prior
         to such Account's inclusion on such Borrowing Base Certificate.

                 (g)      Neither Borrower has received, with respect to such
         Account, any actual notice of the death of the related account debtor,
         nor of the dissolution, liquidation, termination of existence,
         insolvency, business failure, appointment of a receiver for any part
         of the property of, assignment for the benefit of creditors by, or the
         filing of a petition in bankruptcy or the commencement of any
         proceeding under any bankruptcy or insolvency laws by or against, such
         account debtor.

                 (h)      The account debtor on such Account is not:

                          (i)     an affiliate of either Borrower,

                          (ii)    the United States of America or any
                 department, agency or instrumentality thereof unless the grant
                 of a security interest therein has been made to the Lender in
                 compliance with applicable federal assignment of claims laws
                 and regulations,

                          (iii)   a citizen or resident of any jurisdiction
                 other than one of the United States (unless covered by
                 satisfactory letter of credit, foreign receivable insurance,
                 or otherwise acceptable to the Lender, but only to the extent
                 of such letter of credit or insurance), or

                          (iv)    an account debtor whom the Bank has, in the
                 reasonable exercise of such Bank's sole reasonable discretion,
                 determined to be (based on such factors relating to such
                 account debtor as the Bank deems appropriate) an ineligible
                 account debtor and as to which the Bank has notified the
                 Borrowers, provided, however, that any such notice shall not
                 apply retroactively as to any particular Account if such
                 Account was included on a prior Borrowing Base Certificate by
                 the Borrowers prior to the giving of such notice by the Bank
                 and which otherwise complied with each and every other
                 requirement under this Agreement for the denomination of such
                 Account as an "ELIGIBLE ACCOUNT."


REVOLVING CREDIT LOAN AGREEMENT - Page 18
<PAGE>   20
8.       AFFIRMATIVE COVENANTS

         From the date hereof until the Indebtedness is paid in full, each
Borrower covenants and agrees that it will:

                 8.1      Financial and Other Information.

                 8.1.1    Annual Financial Reports.  Furnish to the Lender in
         form satisfactory to the Lender not later than ninety (90) days after
         the close of each fiscal year of Borrowers, beginning with the fiscal
         year ending December 31, 1997, on a consolidated basis, a balance
         sheet as at the close of each such fiscal year, statements of income
         and statements of cash flow for each such fiscal year of Borrowers and
         their Subsidiaries, and such other comments and financial details as
         are usually included in similar reports.  Such consolidated reports
         shall be audited in accordance with GAAP by independent certified
         public accountants of recognized standing selected by Borrower and
         reasonably acceptable to the Lender and shall contain unqualified
         opinions as to the fairness of the statements therein contained.

                 8.1.2    Quarterly Financial Reports Furnish to Lender not
         later than forty-five (45) days after the end of each fiscal quarter,
         of the Borrowers, beginning with the fiscal quarter ending June 30,
         1997, on a consolidated basis, a balance sheet as at the close of such
         fiscal quarter, statements of income and statements of cash flow for
         each such fiscal quarter of Borrowers and their Subsidiaries, and such
         other comments and financial details as are usually included in
         similar reports.  These statements shall be prepared in substantially
         the same manner as the statements required in Section 8.1.1 of this
         Agreement and shall be in such detail as the Lender may reasonably
         require, and the accuracy of the statements (subject to year-end
         adjustments) shall be certified by the chief executive or financial
         officer of each Borrower.

                 8.1.3    Monthly Financial Statements.  Furnish to the Lender
         not later than thirty (30) days after the close of each month,
         beginning with reports for the month ending July 31, 1997, financial
         statements containing the consolidated balance sheet of Borrowers as
         of the end of each month and statements of income of Borrowers up to
         the end of each month.  These statements shall be prepared in
         substantially the same manner as the statements required in Section 
         8.1.1 of this Agreement and shall be in such detail as the Lender may
         reasonably require, and the accuracy of the statements (subject to
         year-end adjustments) shall be certified by the chief executive or
         financial officer of each Borrower.

                 8.1.4    Monthly Borrowing Base Certificate and Other Monthly
         Reports.  Furnish to the Lender monthly by the 10th day of each month,
         (i) a Borrowing Base Certificate for the last day of the prior month,
         on behalf of the Borrowers, confirming that the outstanding principal
         balance of the Revolving Credit Note does not exceed the lesser of the
         Revolving Credit Commitment or the Borrowing Base, as then in effect
         (or, if such is not the case, accompanied by a mandatory prepayment in
         accordance with this Agreement), (ii) a detailed listing of the
         Borrowers' Inventory (in such detail as the Lender may require) for the



REVOLVING CREDIT LOAN AGREEMENT - Page 19
<PAGE>   21
         immediately preceding month and (iii) a detailed accounts receivable
         aging, and an accounts payable aging (each in such detail as the
         Lender may require) for the prior month.

                 8.1.5 Monthly Compliance Certificate.  Furnish to the Lender
         not later than thirty (30) days after the close of each month
         (beginning with the month ending August 31, 1997) a Compliance
         Certificate dated as of the end of the month immediately prior to the
         due date for such Compliance Certificate.

                 8.1.6    Adverse Events.  Promptly inform the Lender of the
         occurrence of any Event of Default or Default, or of any occurrence
         which has or would reasonably be expected to have a materially adverse
         effect upon either Borrower's business, properties, financial
         condition or ability to comply with their respective obligations
         hereunder.

                 8.1.7    Public Filings.  Furnish to the Lender, promptly,
         upon filing the same, all securities agency filings, both state and
         federal.

                 8.1.8    Other Information as Requested.  Promptly furnish to
         the Lender such other information regarding the operations, business
         affairs and financial condition of the Borrowers as the Lender may
         reasonably request from time to time and permit the Lender, its
         employees, attorneys and agents, to inspect all of the books, records
         and properties of the Borrowers at any reasonable time.

                 8.2      Insurance.  Keep its insurable properties (including,
         but not limited to, the Collateral) adequately insured and maintain
         (a) insurance against fire and other risks customarily insured against
         by companies engaged in the same or a similar business to that of the
         Borrowers, (b) necessary worker's compensation insurance (or foreign
         equivalent thereof, (c) public liability and product liability
         insurance, and (d) such other insurance as may be required by law or
         as may be reasonably required in writing by the Lender, all of which
         insurance shall be in such amounts, containing such terms, in such
         form, for such purposes and written by such companies as may be
         satisfactory to the Lender in the reasonable exercise of its judgment.
         All such policies shall contain a provision whereby they may not be
         canceled except upon thirty days' prior written notice to the Lender.
         The Borrowers will deliver to the Lender, at the Lender's request,
         evidence satisfactory to the Lender that such insurance has been so
         procured and, with respect. to casualty insurance covering the
         Collateral, names the Lender as "mortgagee". If the Borrowers fail to
         maintain satisfactory insurance as herein provided, the Lender shall
         have the option to do so, and the Borrowers agree to repay the Lender,
         with interest at four percent (4%) per annum plus the Prime Rate, all
         amounts so expended by the Lender.

                 8.3      Taxes.  Pay within the time that they can be paid
         without interest or penalty all taxes, assessments and similar imposts
         and charges of every kind and nature lawfully levied, assessed or
         imposed upon it and its property, except to the extent being contested
         in good faith and for which adequate reserves have been established on
         the balance sheet of the Borrowers.  If the Borrowers shall fail to
         pay or contest such taxes and assessments by their due date, the
         Lender shall have the option to do so, and the Borrowers agree to
         repay the Lender, with interest at four percent (4%) per annum plus
         the Prime Rate, all amounts so expended by the Lender.



REVOLVING CREDIT LOAN AGREEMENT - Page 20
<PAGE>   22
                 8.4      Maintain Legal Existence and Business.  Do or cause
         to be done all things necessary to preserve and keep in full force and
         effect their legal existence, rights and franchise and comply, in all
         material respects, with all applicable laws; continue to conduct and
         operate its business substantially as conducted and operated during
         the present and preceding calendar year.

                 8.5      Minimum Tangible Net Worth.  Maintain at all times,
         tested quarterly, a Tangible Net Worth of not less than (a)
         $6,000,000 from the date hereof through December 31, 1997 and (b)
         $6,750,000 thereafter, calculated on a rolling 4-quarter basis, for
         the immediately preceding fiscal quarter.

                 8.6      Debt/Tangible Net Worth Ratio.  Maintain at all
         times, tested quarterly, a ratio of Debt to Tangible Net Worth of not
         more than 1.0:1.0.

                 8.7      Debt Service Coverage Ratio.  Maintain at all times,
         tested quarterly, a Debt Service Coverage Ratio of not less than
         1.5:1.0.

                 8.8      Minimum Net Income.  Maintain at all times, tested
         annually, a minimum Net Operating Income of at least $1,000,000,
         calculated on a rolling 12-month basis.

                 8.9      ERISA. (a) Subject to the exceptions set forth in
         Section 11.1.7, at all times meet the minimum funding requirements
         of ERISA with respect to the Borrowers' employee benefit plans subject
         to such minimum funding requirements; (b) promptly after the Borrowers
         know or have reason to know (i) of the occurrence of any event, which
         would constitute a reportable event or prohibited transaction under
         ERISA that would result in a material adverse effect on the business
         or financial condition of the Borrowers, or (ii) that the PBGC or any
         Borrower has instituted or will institute proceedings to terminate an
         employee pension plan, deliver to the Lender a certificate of the
         chief financial officer of such Borrower setting forth details as to
         such event or proceedings and the action which the Borrower proposes
         to take with respect thereto, together with a copy of any notice of
         such event which may be required to be filed with the PBGC; and (c) a
         copy of the annual return (including all schedules and attachments)
         for each plan covered by ERISA, and filed with the Internal Revenue
         Service by such Borrower, not later than ten (10) days after receipt
         of a written request from the Lender for such report.

                 8.10     Use of Loan Proceeds. Use the proceeds of the Loans
         hereunder for the purposes set forth herein.

                 8.11     Unused Facility Fee. Pay the Unused Facility Fee when
         due.

                 8.12     Real Estate Loan. Effect a closing of the transactions
         contemplated by the Real Estate Loan Agreement within sixty (60) days
         after the date hereof (upon which date, the Lender shall return the
         $10,000 retainer fee paid by the Borrowers), or, if such transaction
         does not close within sixty (60) days, forfeit the $10,000 retainer fee
         paid by Borrowers to the Lender.





REVOLVING CREDIT LOAN AGREEMENT - Page 21
<PAGE>   23
9.       NEGATIVE COVENANTS

         From the date hereof until the Indebtedness is paid in full, each
Borrower covenants and agrees it will not:

         9.1     Dividends.  Declare or pay any dividend on, (other than
dividends payable solely in shares of its capital stock) or make any other
distribution with respect to (whether by reduction of capital or otherwise),
any capital stock.

         9.2     Stock Acquisition.  Purchase, redeem, retire or otherwise
acquire any of its capital stock, or make any commitment to do so.

         9.3     Liens and Encumbrances.  Create, incur, assume or suffer to
exist any mortgage, pledge, encumbrance, security interest, lien or charge of
any kind (including any charge upon property purchased or acquired under a
conditional sales or other title-retaining agreement or lease required to be
capitalized under GAAP) upon any of its property or assets, whether now owned
or hereafter acquired, other than Permitted Liens.

         9.4     Indebtedness.  Incur, create, assume or permit to exist any
Indebtedness, except for (a) the Indebtedness, (b) indebtedness subordinated to
the prior payment in full of the Indebtedness upon terms and conditions
approved in writing by the Lender, including without limitation, indebtedness
under the Investment Agreement, (c) existing indebtedness to the extent set
forth on schedules to this Agreement, and (d) indebtedness secured by Permitted
Liens.

         9.5     Extension of Credit.  Make loans, advances or extensions of
credit to any Person other than (a) loans and advances to employees which in
the aggregate do not exceed $25,000 at any time and (b) loans to potential
target companies for acquisitions up to an aggregate amount of $1,000,000, not
to exceed $500,000 to any individual company.

         9.6     Guarantee Obligations.  Except for the guaranty by ErgoBilt,
Inc. of indebtedness of CTSS to BodyBilt, Inc. in the principal amount of
$250,000, guarantee or otherwise, directly or indirectly, in any way be or
become responsible for obligations of any other Person, whether by agreement to
purchase the indebtedness of any other Person, agreement for the furnishing of
funds to any other Person through the furnishing of goods, supplies or
services, by way of stock purchase, capital contribution, advance or loan, for
the purpose of paying or discharging (or causing the payment or discharge of)
the indebtedness of any other Person, or otherwise, except for the endorsement
of negotiable instruments by such Borrower in the ordinary course of business
for deposit or collection.

         9.7     Subordinate Indebtedness.  Subordinate any indebtedness due to
it from a Person to indebtedness of other creditors of such Person.

         9.8     Property Transfer, Merger or Lease-Back. (a) Sell, lease,
transfer or otherwise dispose of all or, except as to the sale of Inventory or
unneeded Equipment in the ordinary course of business, any material part of its
properties and assets (whether in one transaction or in a series of


REVOLVING CREDIT LOAN AGREEMENT - Page 22
<PAGE>   24
transactions), (b) change its name, consolidate with or merge into any other
corporation, permit another corporation to merge into it, acquire all or
substantially all the properties or assets of any other Person, enter into any
reorganization or recapitalization or reclassify its capital stock, or (c)
enter into any sale-leaseback transaction, provided that Borrowers and their
Subsidiaries may make transfers of assets among themselves so long as the liens
and security interests of the Lender in the Collateral at all times remain
perfected and in full force and effect; provided, however, the Borrowers may
acquire all of the properties or assets of any other Person up to an aggregate
amount of $1,000,000 without prior approval of the Lender if any such
acquisition would not result in a Default or Event of Default.

      9.9   Acquire Securities. Purchase or hold beneficially any stock
or other securities of, or make any investment or acquire any interest
whatsoever in, any other Person except for investments:

            (a)  in commercial paper, maturing within 270 days after
      acquisition thereof, which has the highest or second highest credit
      rating given by either Standard & Poor's Corporation or Moody's
      Investors Service, Inc.;

            (b)  in obligations, maturing within 12 months after
      acquisition thereof, issued or unconditionally guaranteed by the
      United States of America or an instrumentality or agency thereof and
      entitled to the full faith and credit of the United States of America;

            (c)  in demand deposits, and time deposits (including
      certificates of deposit) maturing within 12 months from the date of
      deposit thereof, with any office of the Lender, any of the Lender's
      affiliates, or any national or state bank or trust company which is
      organized under the laws of the United States of America or any state
      therein and which has capital, surplus and undivided profits of at
      least $100,000,000; and

            (d)  in repurchase obligations of any bank or trust
      company described in the above subsection (c) which relate to the
      repurchase of obligations described in the above subsection (b).

            (e)  in Money Market Funds whose assets have a weighted
      average maturity of less than 180 days and are invested in U.S.
      government securities or securities specified by the U.S. Government.

      9.10  Pension Plans. (a) Allow any fact, condition or event to occur
or exist with respect to an employee pension plan which would constitute
grounds for termination by the PBGC of any such plan or for the appointment by
a United States District Court of a trustee to administer any such plan, or (b)
permit any such plan to be the subject of termination proceedings (whether
voluntary or involuntary) from which termination proceedings there results a
liability of the Borrower to the PBGC which will have a materially adverse
effect upon the operations, business, property, assets, financial condition or
credit of any Borrower.

      9.11  Margin Stock. Apply any of the proceeds of the Revolving
Credit Note to the purchase or carrying of any "margin stock" within the
meaning of Regulation U of the Board of Governors of the Federal Reserve
System, or any regulations, interpretations or rulings thereunder.


REVOLVING CREDIT LOAN AGREEMENT - Page 23
<PAGE>   25
         9.12    Compliance with Environmental Laws.  Neither Borrower will (i)
use (and will use commercially reasonable efforts to prevent any tenant from
using) any of its real property for the handling processing, storage,
transportation, or disposal of any Hazardous Substance except in all respects
in compliance with Environmental Laws, (ii) generate (as such term is defined
in RCRA) any Hazardous Substance except in all respects in compliance with
Environmental Laws, (iii) conduct any activity which causes a release (as such
term is defined in CERCLA) of any Hazardous Substance in violation of
Environmental Law, or (iv) otherwise conduct any activity or use any of its
real property or assets in any manner that violates any Environmental Law
except that, in each of cases (i)-(iv) above, in such a manner as would not
result in a material adverse effect on the business or financial condition of
the Borrower.

10.      EVENTS OF DEFAULT - ENFORCEMENT - APPLICATION OF PROCEEDS

         10.1    Events of Default.  The occurrence of any of the following
events shall constitute an Event of Default hereunder:

                 10.1.1  Failure to Pay Monies Due.  If any principal of or
         interest on any of the Indebtedness shall not be paid within one
         Business Day after becoming due.            

                 10.1.2  Misrepresentation.  If any warranty or representation
         of any Borrower in connection with or contained in this Agreement, or
         if any financial data or other information now or hereafter furnished
         to the Lender by or on behalf of such Borrower, shall prove to be
         false or misleading in any material respect.                 

                 10.1.3  Noncompliance with Lender Agreement.  If any Borrower
         shall fail to perform any of its obligations and covenants under, or
         shall fail to comply with any of the provisions of, this Agreement or
         any other Loan Document or any other agreement with the Lender to
         which it may be a party, and such failure is not remedied within ten
         (10) days after the Lender gives written notice thereof to the
         Borrowers.

                 10.1.4  Other Defaults.

                 (a)     If any Borrower shall default in the due payment of
         any of its Indebtedness (other than under the Loan Documents) or in
         the observance or performance of any term, covenant or condition in
         any agreement or instrument evidencing, securing or relating to such
         Indebtedness, and such default shall be continued for a period
         sufficient to permit acceleration thereof,

                 (b)     If any Borrower shall default in the due payment of
         any of its Debt (other than the Indebtedness) or in the observance or
         performance of any term, covenant or condition in any agreement or
         instrument evidencing, securing or relating to such Debt and such
         default shall be continued for a period sufficient to permit
         acceleration of the indebtedness; or

                 (c)     If any Borrower should default under the Real Estate
         Loan Agreement.               


REVOLVING CREDIT LOAN AGREEMENT - Page 24
<PAGE>   26
                 10.1.5   Judgments.  If there shall be rendered against any
         Borrower, one or more judgments or decrees involving an aggregate
         liability of $50,000 or more, which has or have become final and
         nonappealable and shall remain undischarged, unsatisfied by insurance
         and unstayed for more than 30 days; or of a writ of attachment or
         garnishment against the property of any Borrower shall be issued and
         levied in an action claiming $50,000 or more, and within the time
         allowed under applicable law is neither released nor stayed nor
         appealed and bonded in a manner satisfactory to the Lender.

                 10.1.6   Business Suspension, Bankruptcy, Etc.  If any
         Borrower shall voluntarily suspend transaction of its business for a
         period in excess of five (5) Business Days (unless covered by business
         interruption insurance); or if any Borrower generally shall not pay
         its debts as they become due, subject to applicable grace periods, or
         shall make a general assignment for the benefit of creditors; or
         proceedings in bankruptcy, or for reorganization or liquidation of any
         Borrower, under the Bankruptcy Code or under any other state or
         federal law for the relief of debtors shall be commenced by any
         Borrower or shall be commenced against any Borrower and shall not be
         discharged within sixty (60) days of commencement; or a receiver,
         trustee or custodian shall be appointed for any Borrower or for any
         substantial portion of its respective properties or assets.

                 10.1.7   Inadequate Funding or Termination of
         Employee/Benefit Plan(s).  If any Borrower shall fail by $20,000 or
         more to meets its minimum funding requirements under ERISA (after
         giving effect to any valid waiver of such requirements) with respect
         to any employee benefit plan established or maintained by such
         Borrower, or if any such plan shall be the subject of termination
         proceedings (whether voluntary or involuntary) and there shall result
         from such termination proceedings a liability of any Borrower (or any
         subsidiary) to the PBGC of $20,000 or more.

                 10.1.8   Occurrence of Certain Reportable Events.  If there
         shall occur, with respect to any pension plan maintained by any
         Borrower, any reportable event (within the meaning of section 4043(b)
         of ERISA) which the Lender shall determine in good faith constitutes a
         ground for the termination by the PBGC of any such plans, and if such
         event continues for 60 days after the Lender gives written notice to
         any Borrower, provided that termination of such plan or appointment of
         such trustee would, in the opinion of the Lender, have a materially
         adverse effect upon the operations, business, property, assets,
         financial condition or credit of any Borrower.

                 10.1.9   Real Estate Loan.  If the transactions contemplated
         by the Construction Loan Agreement are not closed and consummated
         within sixty (60) days from the date of this Agreement.

         10.2    Acceleration of Indebtedness.  Upon the occurrence of any of
the Events of Default described in Section 10.1., all Indebtedness shall be due
and payable in full forthwith at the option of the Bank without presentation,
demand, protest, notice of dishonor or other notice of any kind, all of which
are hereby expressly waived.  Unless all of the Indebtedness is then fully
paid, the Bank shall have


REVOLVING CREDIT LOAN AGREEMENT - Page 25
<PAGE>   27
and may exercise any one or more of the rights and remedies for which provision
is made for a secured party under UCC, under the Security Agreement or under
any other document contemplated hereby, including, without limitation, the
right to take possession and sell, lease or otherwise dispose of any or all of
the Collateral and to setoff against the Indebtedness any amount owing by the
Bank to the Borrowers.  Each Borrower agrees, upon request of the Bank, to
assemble the Collateral and make it available to the Bank at any place
designated by the Bank which is reasonably convenient to the Bank and the
Borrowers.

         10.3    Application of Proceeds.  The proceeds of any sale or other
disposition of the Collateral authorized by this Agreement shall be applied by
the Lender, first upon all expenses authorized by the UCC and all reasonable
attorneys' fees and legal expenses incurred by the Lender; the balance of the
proceeds of such sale or other disposition shall be applied in the payment of
the Indebtedness, first to interest, then to principal; and the surplus, if
any, shall be paid over to the Borrowers or to such other Person or Persons as
may be entitled thereto under applicable law.  The Borrowers shall remain
liable for any deficiency, which the Borrowers shall pay to the Lender
immediately upon demand.

         10.4    Cumulative Remedies.  The remedies provided for herein are
cumulative to the remedies for collection of the Indebtedness as provided by
law or by any mortgage, security agreement or other document contemplated
hereby.  Nothing herein contained is intended, nor should it be construed, to
preclude the Lender from pursuing any other remedy for the recovery of any
other sum to which the Lender may be or become entitled for the breach of this
Agreement by the Borrowers.

11.      MISCELLANEOUS

         11.1    "Borrower" or "Borrowers".  All references to "Borrower" or
"Borrowers" herein shall refer to and include each of ErgoBilt, Inc. and
BodyBilt, Inc. separately and all representations contained herein shall be
deemed to be separately made by each of them, and each of the covenants,
agreements and obligations set forth herein shall be deemed to be the joint and
several covenants, agreements and obligations of them.  Any notice, request,
consent, report or other information or agreement delivered to the Lender by
any Borrower shall be deemed to be ratified by, consented to and also delivered
by the other Borrower.  Each Borrower recognizes and agrees that each covenant
and agreement of "Borrower" or "Borrowers" under this Agreement and the other
Loan Documents shall create a joint and several obligations of the Borrowers,
which may be enforced against Borrowers, jointly, or against each Borrower
separately.

         11.2    Independent Rights.  No single or partial exercise of any
right, power or privilege hereunder, or any delay in the exercise thereof, shall
preclude other or further exercise of the rights of the parties to this
Agreement.

         11.3    Covenant Independence.  Each covenant in this Agreement shall
be deemed to be independent of any other covenant, and an exception in one
covenant shall not create an exception in another covenant.




REVOLVING CREDIT LOAN AGREEMENT - Page 26
<PAGE>   28
         11.4    Waivers and Amendments.  No forbearance on the part of the
Lender in enforcing any of its rights under this Agreement, nor any renewal,
extension or rearrangement of any payment or covenant to be made or performed
by any Borrower hereunder, shall constitute a waiver of any of the terms of
this Agreement or of any such right.  No Default or Event of Default shall be
waived by the Lender except in writing signed and delivered by an officer of
the Lender, and no waiver of any Default or Event of Default shall operate as a
waiver of any other Default or Event of Default or of the same Default or Event
of Default on a future occasion.  No other amendment, modification or waiver
of, or consent with respect to, any provision of this Agreement or the
Revolving Credit Note or other documents contemplated hereby shall be effective
unless the same shall be in writing and signed and delivered by an officer of
the Lender.

         11.5    GOVERNING LAW. THIS AGREEMENT, AND EACH AND EVERY TERM AND
PROVISION HEREOF, SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF
THE STATE OF TEXAS AND UNITED STATES OF AMERICA.  IF ANY PROVISIONS OF THIS
AGREEMENT SHALL FOR ANY REASON BE HELD INVALID OR UNENFORCEABLE, SUCH
INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION HEREOF, BUT
THIS AGREEMENT SHALL BE CONSTRUED AS IF SUCH INVALID OR UNENFORCEABLE PROVISION
HAD NEVER BEEN CONTAINED HEREIN.

         11.6    Survival of Warranties, Etc.  All of the Borrowers' covenants,
agreements, representations and warranties made in connection with this
Agreement and any document contemplated hereby shall survive the making of
Advances and the delivery of the Revolving Credit Note hereunder and shall be
deemed to have been relied upon by the Lender, notwithstanding any
investigation heretofore or hereafter made by the Lender.  All statements
contained in any certificate or other document delivered to the Lender at any
time by or on behalf of the Borrowers pursuant hereto or in connection with the
transactions contemplated hereby shall constitute representations and
warranties by the Borrowers in connection with this Agreement.

         11.7    Expenses.  The Borrowers hereby jointly and severally agree to
pay on demand: (a) all reasonable costs and expenses of the Lender in
connection with the preparation, negotiation, execution, and delivery of this
Agreement and the other Loan Documents and any and all amendments,
modifications, renewals, extensions, and supplements thereof and thereto,
including, without limitation, the reasonable fees and expenses of legal
counsel for the Lender, (b) all costs and expenses of the Lender in connection
with any Event of Default and the enforcement of this Agreement or any other
Loan Document, including, without limitation, the reasonable fees and expenses
of legal counsel for the Lender, (c) all transfer, stamp, documentary, or other
similar taxes, assessments, or charges levied by any governmental authority in
respect of this Agreement or any of the other Loan Documents, (d) all costs,
expenses, assessments, and other charges incurred in connection with any
filing, registration, recording, or perfection of any security interest or
lien contemplated by this Agreement or any other Loan Document, and (e) all
other reasonable costs and expenses incurred by the Lender in connection with
this Agreement or any other Loan Document, including, without limitation, all
reasonable costs, expenses, and other charges incurred in connection with
obtaining any audit or appraisal in respect of the Collateral.



REVOLVING CREDIT LOAN AGREEMENT - Page 27
<PAGE>   29
         11.8 Payments on Saturdays, Etc, Whenever  any  payment  to  be  made
hereunder  or  under the Revolving Credit Note shall be stated to be due on a
Saturday, Sunday or any other day which is not a Business Day, such payment
shall be due on the next succeeding Business Day, and such extension, if any,
shall be included in computing interest in connection with such payment.

         11.9    Binding Effect.  This Agreement shall inure to the benefit of
and shall be binding upon the parties hereto and their respective successors
and assigns; provided, however, neither Borrower may assign or transfer any
rights or obligations hereunder without the prior written consent of the
Lender.

         11.10   Maintenance of Records.  Each Borrower will keep all of its
respective records concerning the Collateral and the Equipment at its principal
place of business.  Each Borrower will give the Lender prompt written notice of
any change in its respective principal place of business, or in the location of
said records.

         11.11   Notices.  AU notices and communications provided for herein or
in any document contemplated hereby or required by law to be given shall be
effective when received or, upon sending by registered or certified mail,
postage prepaid, addressed as follows: (a) If to the Borrowers, to: 9244
Markville Drive, Dallas, Texas 75243, and (b) If to the Lender, to: P. 0. Box
650282, Dallas, Texas 75265-0282, Attention: Brian Foley, or to such other
address as a party shall have designated to the other in writing.

         11.12   Counterparts.  This Agreement may be signed in any number of
counterparts with the same effect as if the signatures were upon the same
instrument.

         11.13   Headings.  Article and section headings in this Agreement are
included for the convenience of reference only and shall not constitute a part
of this Agreement for any purpose.

         11.14    INDEMNIFICATION. EACH BORROWER HEREBY COVENANTS AND AGREES TO
INDEMNIFY, DEFEND AND HOLD HARMLESS THE LENDER AND ITS OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS ("INDEMNIFIED PERSONS") FROM AND AGAINST ANY AND ALL
CLAIMS, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION,
THE FEES AND OUT-OF-POCKET EXPENSES OF COUNSEL) WHICH MAY BE INCURRED BY OR
ASSERTED AGAINST THE LENDER OR ANY SUCH OTHER INDIVIDUAL OR ENTITY IN
CONNECTION WITH:

                 (a)      ANY INVESTIGATION, ACTION OR PROCEEDING ARISING OUT
         OF OR IN ANY WAY RELATING TO THIS AGREEMENT, THE REVOLVING CREDIT
         NOTE, OR ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS OR
         ANY COLLATERAL, OR ANY ACT OR OMISSION RELATING TO ANY OF THE
         FOREGOING;



REVOLVING CREDIT LOAN AGREEMENT - Page 28
<PAGE>   30
                 (b) ANY TAXES (OTHER THAN FEDERAL OR STATE INCOME TAXES),
         LIABILITIES, CLAIMS OR DAMAGES RELATING TO THE COLLATERAL OR THE
         LENDER'S LIENS THEREON; OR

                 (c) THE  CORRECTNESS, VALIDITY OR GENUINENESS OF ANY
         INSTRUMENTS OR DOCUMENTS THAT MAY BE RELEASED OR ENDORSED TO BORROWER
         BY THE LENDER (WHICH SHALL AUTOMATICALLY BE DEEMED TO BE WITHOUT
         RECOURSE TO THE LENDER IN ANY EVENT), OR THE EXISTENCE, CHARACTER,
         QUANTITY, QUALITY, CONDITION, VALUE OR DELIVERY OF ANY GOODS
         PURPORTING TO BE REPRESENTED BY ANY SUCH DOCUMENTS.

NOTWITHSTANDING THE FOREGOING, THE BORROWER SHALL NOT BE REQUIRED TO INDEMNIFY
ANY SUCH INDEMNIFIED PERSON FROM OR AGAINST ANY PORTION OF SUCH CLAIMS,
DAMAGES, LIABILITIES OR EXPENSES ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF SUCH INDEMNIFIED PERSON.

         11.15   NO ORAL AGREEMENTS. THIS AGREEMENT, TOGETHER WITH THE OTHER.
LOAN DOCUMENTS AS WRITTEN, REPRESENT THE FINAL AGREEMENTS AMONG THE LENDER AND
THE BORROWERS AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE LENDER AND TIRE BORROWERS.

         11.16   Gender.  Throughout this Agreement, the masculine shall
include the feminine and vice versa and the singular shall include the plural
and vice versa, unless the context of this Agreement indicates otherwise.

         11.17   Cross Collateral.  Each Borrower hereby agrees that the
Collateral under this Agreement secures the obligations now or hereafter
outstanding under all other agreements among Borrowers and the Lender or any of
their affiliates and the collateral pledged under any other agreement with the
Lender or any of its affiliates secures the obligations under this Agreement.

         11.18   Severability of Provisions.  Any provision of this Agreement,
the Revolving Credit Note or any other documents relating thereto that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement, such Revolving Credit
Note or such other documents or affecting the validity or enforceability of
such provision in any other jurisdiction.

         11.19   Assignment.  The Lender shall have the absolute and
unrestricted right to sell, assign, transfer, or grant participation in, all or
any portion of the Loans and any Collateral, guaranties or other security
relating thereto without the consent of the Borrowers to any federal or state
agency, or to any bank affiliate of the Bank, or, with the Borrowers' consent
(which shall not be unreasonably withheld and shall not be required during the
existence of an Event of Default), to any commercial bank or to


REVOLVING CREDIT LOAN AGREEMENT - Page 29
<PAGE>   31
any other financial institution Or holding company of any of the foregoing;
provided, however, no such action on the part of the Lender shall have the
effect of changing any of the Borrowers' obligations hereunder without the
respective written consent or the Borrowers.

         11.20   WAIVER OF JURY TRIAL.  EACH BORROWER AND THE LENDER HEREBY
IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY AND ALL
ACTIONS OR PROCEEDINGS AT ANY TIME IN WHICH BORROWERS AND LENDER ARE PARTIES
ARISING OUT OF THIS AGREEMENT.

         11.21   Survival of Agreement.  Notwithstanding anything to the
contrary contained in this Agreement, the provisions of this Agreement shall
remain in full force and effect until such time as all indebtedness is paid in
full.

                [Balance of this page intentionally left blank.]





REVOLVING CREDIT LOAN AGREEMENT - Page 30
<PAGE>   32
         IN WITNESS WHEREOF, the Borrowers and the Lender have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first written above.

BORROWERS:




                                           BORROWERS:

                                           ERGOBILT, INC.

                                           By: /s/ GERARD SMITH       
                                              ------------------------
                                              Name:  Gerard Smith
                                                   -------------------
                                              Title: President & CEO
                                                   -------------------



                                           BODYBILT, INC.


                                           By: /s/ GERARD SMITH       
                                              ------------------------
                                              Name:  Gerard Smith
                                                   -------------------
                                              Title: President 
                                                   -------------------


                                           LENDER:

                                           COMERICA BANK-TEXAS


                                           By: /s/ BRIAN D. FOLEY     
                                              ------------------------
                                              Name:  Brian Foley
                                                   -------------------
                                              Title: AVP 
                                                   -------------------




REVOLVING CREDIT LOAN AGREEMENT - Page 31
<PAGE>   33
                              SCHEDULE OF EXHIBITS


Exhibit A        Revolving Credit Note



                               LIST OF SCHEDULES


Schedule 7.4     Actions, Suits or Proceedings
Schedule 7.11    Debt
<PAGE>   34
                                  Exhibit "A"
                                       to
                                Credit Agreement


                             Revolving Credit Note
<PAGE>   35
                             REVOLVING CREDIT NOTE


$5,000,000.00                     Dallas, Texas                 July  24, 1997



         FOR VALUE RECEIVED, ERGOBILT, INC., a Texas corporation, and BODYBILT,
INC., a Texas corporation (each individually, a "MAKER" and collectively, the
"MAKERS"), jointly and severally promise to pay to the order of COMERICA BANK-
TEXAS (the "BANK") at 1601 Elm Street, Dallas, Texas 75201, on July 24, 1998
(unless sooner due under the terms of the Loan Agreement, as that term is
defined below), an aggregate principal sum of Five Million and No/100 Dollars
($5,000,000.00) or, if less, the aggregate unpaid principal sum shown on the
schedule which, at the sole option of the Bank, may be attached hereto and made
a part hereof.

         The unpaid principal amount of this Revolving Credit Note (this
"NOTE") shall bear interest and be payable as provided in that certain 
Revolving Credit Loan Agreement, dated of even date herewith, among the Makers
and the Bank (as amended, restated, or supplemented from time to time, the
"LOAN AGREEMENT"), and this Note is the Revolving Credit Note referred to in
the Loan Agreement.  Interest shall be payable as provided in the Loan
Agreement until maturity (whether by acceleration or otherwise) and, from and
after such maturity, on demand.  Reference is hereby made to the Loan Agreement
for a statement of its terms and conditions, including those conditions under
which this Note may be accelerated.  Unless otherwise defined herein,
capitalized terms herein shall have the meanings given such terms in the Loan
Agreement.

         If an Event of Default (as defined in the Loan Agreement) occurs and
is not cured within the time, if any, provided for by the Loan Agreement and is
continuing, the Bank may exercise any one or more of the rights (including the
right to accelerate this Note and any other Indebtedness, as defined in the
Loan Agreement) and remedies granted by the Loan Agreement, or given to a
secured party under applicable law.

         The Bank is hereby granted a security interest in all property of the
Makers at any time in the possession of the Bank and in all balances of deposit
accounts of the Makers from time to time with the Bank.  If an Event of Default
occurs and is not cured within the time, if any, provided for by the Loan
Agreement, then the Bank, upon the occurrence and continuance of any such Event
of Default, or after the expiration of any time provided for cure, may at its
option and without prior notice to the Makers declare the principal of and
interest on this Note to be immediately due and payable and may set off 
against the principal of and interest on this Note (i) any amount owing by the
Bank to any Maker (ii) any property of any Maker in the possession of the Bank
and (iii) any amount in any deposit account of such Maker with the Bank.

         No agreements, conditions, provisions or stipulations contained in
this Note or in any other agreement among the Makers and the Bank, or the
occurrence of an Event of Default, or the exercise by the Bank of the right to
accelerate the payment of the maturity of principal and interest, or to
exercise any option whatsoever contained in this Note or any other agreement
among the Makers and the Bank, or the arising of any contingency whatsoever,
shall entitle the Bank to collect, in any event, interest exceeding the maximum
rate of nonusurious interest allowed from time to time by applicable
<PAGE>   36
state or federal laws as now or as may hereinafter be in effect (the "MAXIMUM
LEGAL RATE") and in no event shall the Makers be obligated to pay interest
exceeding such Maximum Legal Rate, and all agreements, conditions or
stipulations, if any, which may in any event or contingency whatsoever operate
to bind, obligate or compel the Makers to pay a rate of interest exceeding the
Maximum Legal Rate shall be without binding force or effect, at law or in
equity, to the extent only of the excess of interest over such Maximum Legal
Rate.  In the event any interest is charged in excess of the Maximum Legal Rate
(the "EXCESS"), the Makers acknowledge and stipulate that any such charge shall
be the result of an accidental and bona fide error, and such Excess shall be,
first, applied to reduce the principal of any obligations due, and, second,
returned to the Makers, it being the intention of the parties hereto not to
enter at any time into an usurious or otherwise illegal relationship.  The
parties hereto recognize that with fluctuations in the prime commercial
interest rate from time to time announced by the Bank such an unintentional
result could inadvertently occur.  By the execution of this Note, each Maker
covenants that (a) the credit or return of any Excess shall constitute the
acceptance by the Makers of such Excess, and (b) the Makers shall not seek or
pursue any other remedy, legal or equitable, against the Bank based, in whole
or in part, upon the charging or receiving of any interest in excess of the
Maximum Legal Rate.  For the purpose of determining whether or not any Excess
has been contracted for, charged or received by the Bank, all interest at any
time contracted for, charged or received by the Bank in connection with the
Makers' obligations shall be amortized, prorated, allocated and spread in equal
parts during the entire term of this Note.  If at any time the rate of interest
payable hereunder shall be computed on the basis of the Maximum Legal Rate, any
subsequent reduction in the Contract Rate shall not reduce such interest
thereafter payable hereunder below the amount computed on the basis of the
Maximum Legal Rate until the aggregate amount of such interest accrued and
payable under this Note equals the total amount of interest which would have
accrued if such interest had been at all times computed solely on the basis of
the Contract Rate.

         Unless preempted by federal law, the rate of interest from time to
time in effect hereunder shall not exceed the "INDICATED RATE CEILING" from
time to time in effect under Chapter 1 of the Texas Credit Code (Vernon's Texas
Civil Statutes), Section (a)(1), Article 5069-1.04, as amended.

         The provisions of this Note governing interest shall be deemed to be
incorporated into every document or communication relating to the obligations
which sets forth or prescribes any account, right or claims or alleged account,
right or claim of the Bank with respect to the Makers (or any other obligor in
respect of the obligations), whether or not any provisions of this Note is
referred to therein. All such documents and communications and all figures set
forth therein shall, for the sole purpose of computing the extent of the
obligations asserted by the Bank thereunder, be automatically recomputed by the
Makers or any other obligor, and by any court considering the same, to give
effect to the adjustments or credits required by this Note.

         If the applicable state or federal law is amended in the future to
allow a greater rate of interest to be charged under this Note than is
presently allowed by applicable state or federal law, then the limitation of
interest hereunder shall be increased to the maximum rate of interest allowed
by applicable state or federal law, as amended, which increase shall be
effective hereunder on the effective date of such amendment, and all interest
charges owing to the Bank by reason thereof shall be payable upon demand.


                                      -2-
<PAGE>   37
         The provisions of Chapter 15 of the Texas Credit Code (Vernon's Texas
Civil Statutes), Article 5069-15, as amended, are specifically declared by the
parties hereto not to be applicable to this Note or any of the other agreements
executed in connection herewith or therewith or to the transactions
contemplated hereby or thereby.

         Except as provided for in the Loan Agreement, the Makers and all
guarantors and endorsers (i) waive presentment, demand, protest and notice of
dishonor, (ii) agree that no extension or indulgence to the Makers or release
or nonenforcement of any security, whether with or without notice, shall affect
the obligations of any guarantor or endorser, and (iii) agree to reimburse the
holder of this Note for any and all costs and expenses (including, but not
limited to, reasonable attorney fees) incurred in collecting or attempting to
collect any and all principal of and interest on this Note.

                  [Balance of page intentionally left blank.]





                                      -3-
<PAGE>   38
         IN WITNESS WHEREOF, the Makers have executed this Note the 24th day of
July, 1997.

                                           ERGOBILT, INC.


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


                                           BODYBILT, INC.


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



                                     -4-
<PAGE>   39
                                  Schedule 7.4

                          Actions, Suits, Proceedings
<PAGE>   40
Item 1. Legal Proceedings.

        The seat design used in certain BodyBilt chairs, which accounted for
sales of approximately $1.2 million and $1.8 million for the years ended
December 31, 1995 and 1996, respectively, is derived from a design patented by
Dr. Jerome Congleton (the "Congleton Patent").  Dr. Congleton granted a license
to manufacture seats using the Congleton Patent to both BodyBilt and Ergonomics
Chairs, Inc., predecessor in interest to Neutral Posture Ergonomics, Inc.
("NPE").  Under the terms of this license agreement and related agreements, if
more than 50% of the outstanding capital stock of BodyBilt is transferred, its
license to manufacture chairs under the Congleton Patent will terminate. 
Accordingly, as a result of the Merger, BodyBilt no longer holds a license of
the Congleton Patent.  However, an agreement executed in connection with a 1991
settlement of litigation between BodyBilt, NPE and Dr. Congleton provides that
a successor to BodyBilt has the right to manufacture, market, distribute and
sell commercial, industrial and laboratory chairs using the Congleton Patent,
although such successor may not advertise its use of the Congleton Patent.  The
Company believes that the restriction on advertising this patent will have no
material impact on its business.

        Recently, BodyBilt and its counsel received correspondence from NPE and
Dr. Congleton asserting that a license is required for BodyBilt to continue to
manufacture seats using the Congleton Patent.  NPE has also notified BodyBilt
that Dr. Congleton assigned his patent to NPE.  However, based upon the advise
of counsel, BodyBilt believes that under the 1991 settlement, and for other
reasons, no such license is necessary.  BodyBilt has filed a declaratory
judgement action against Dr. Congleton in the Southern District of Texas,
Houston Division alleging that his assignment of the patent to NPE was a breach
of the 1991 settlement agreement.  In this law suit, BodyBilt seeks a
declaration that the assignment to NPE be null and void, seeks damages for Dr.
Congleton's breach of the 1991 Settlement Agreement and makes demand for Dr.
Congleton to defend and indemnify BodyBilt.  The case is in its inception and
no discovery has been conducted.

        The Company is involved from time to time in various legal proceedings
and claims incident to the normal conduct of its business.  The Company
believes that such legal proceedings and claims, individually and in the
aggregate, are not likely to have a material adverse effect on the Company's
results of operations.

Item 4. Submission of Matters to a Vote of Security Holders.

        A written Consent of Shareholders in Lieu of Meeting dated February
1997 to increase the number of directors of the Company to eight and to elect
as directors Drew Congleton, Robert E. Faust, William Brown Glenn, Jr., Mark A.
McMillan, W. Barton Munro and William Weed to be effective upon the
consummation of the BodyBilt Seating, Inc. merger, to serve for a one year term
or until their respective successors are elected and qualified.


















<PAGE>   41
                                      
                                      
                                Schedule 7.11

                                     Debt









<PAGE>   42
        c.   Loan guarantees.  Subject to Section 3.1 c (ii) below, EB shall
serve as guarantor on the notes and obligations listed in Exhibit "A" under the
same terms and conditions as expressed in said debt instruments, or make some
other arrangements to accomplish the same results, i.e., line of credit,
separate finance company, etc., adequate to allow students to qualify for
financial aid which includes financing for purchase of the Product which is
currently $4,495 (subject to price change) plus tax.  The shareholders have the
responsibility to find and secure the relationship with the financial
institutions and manage the substitution of EB as the guarantor on existing
loans.

           (i)  EB's obligation to guarantee future loans (1) shall be limited
                to a maximum of 40% recourse liability and (2) and in the event
                losses are being incurred on this recourse liability, EB shall
                not be required to continue this obligation beyond what a
                reasonable and prudent businessman would do.

          (ii)  If ErgoBilt determines to discontinue loan guarantees under
                subpart (i) above, that decision shall not be construed as a
                breech of this Agreement, nor an extension of the allocation
                periods under Section 3.1d except as provided for in this
                Subsection (ii) nor a modification of the net income after tax
                contingency purchase price computations under Section 3.1d. 
                In the event that ErgoBilt causes EB to cease acting as
                guarantor (a) CTSS and/or the shareholder, in their individual
                capacities, have the option to act as guarantors or secure a
                third party entity to act in such capacity so long as neither
                ErgoBilt nor EB is exposed to any liability on said obligation
                and (b) all of the threshold dates set out in paragraphs
                Section 3.1d (ii) and(iii), as well as the examples in Section
                3.1d (iv), shall be extended by additional 90-day time period.

         (iii)  For the purpose of determining the net income after tax in
                Section 3.1d below, all losses and/or costs which EB incurs
                guarantor shall be included by EB as operational expenses.