<PAGE>


Exhibit 10.5

LOAN AGREEMENT (BUSINESS OVERDRAFT FACILITY) BETWEEN COMTREX SYSTEMS CORPORATION
LTD AND NATIONAL WESTMINSTER BANK PLC DATED FEBRUARY 8, 2001







                            Advice of Borrowing Terms


Relationship Office: Crawley Corporate Business Centre     Date: 8 February 2001

Borrower(s): Comtrex Systems Corporation Limited     Registered Number: 01367328



We intend that the facilities listed in Part 1 of the attached Facility Schedule
(the "on-demand facilities") should remain available to the borrower(s) until 19
December 2001 and all facilities should be reviewed on of before that date. The
facilities are, however, subject to the following:

   o  The terms and conditions below,

   o  The specific conditions applicable to an individual facility as detailed
      in the Facility shedule,

   o  The Security detailed in the attached Security Schedule: and

   o  The attached General Terms.

All amounts outstanding are repayable on demand which may be made by us at our
discretion at any time and the facilities may be withdrawn, reduced, made
subject to further conditions or otherwise varied by us giving notice in
writing.


Conditions:
The following conditions must be satisfied at all times while the faciltites are
outstanding, but this will not affect our right to demand repayment at any time:
   o Quarterly management accounts to be provided to us within 28 days of the
     end of the month to which they relate for UK and within 6 weeks for the US
     parent(the latter to monitor the overall Group position).
   o Audited accounts to be provided to us within 9 months of the financial year
     end to which they relate.
   o The Bank is pleased to provide its agreement in principal to a higher
     overdraft line to be secured by the debtor book if required.
   o All Barclays charges are to be released prior to the account being
     transferred or contemporaneously with the transfer.
   o NatWest is to have priority to the charge over the company in favour of
     Shirley Jean Roberts and Norman David Roberts, but understands and accepts
     the latter wish to rank behind NatWest.





   RA Rowbotham
   Corporate Manager
   For and on behalf of
   National Westminster Bank Plc









                                       17
<PAGE>





Acceptance:
To signify your agreement to the terms and conditions outlined above please sign
and return the enclosed copy of this Advice of Borrowing Terms within 28 days.



                               Form of Acceptance
                               ------------------

I accept the facility/facilities on the above terms and conditions and confirm
that I have been authorized by the Board(s) of Directors of the Borrower(s)(copy
Resolution enclosed) to sign this Form of Acceptance on behalf of the
Borrower(s).





By(name and title):  N. D. Roberts, Financial Director            Date 09-02-01
                     ---------------------------------                 --------


For and on behalf of: Comtrex Systems Corporation Limited













                                       18
<PAGE>







                                Facility Schedule

Part 1 - Facilities Repayable on Demand:
<TABLE>
<CAPTION>
                                 ----------------------------------
                                    Overdraft Base Rate
   ----------------------------- ---------------------------------------------------------------------------------------
   <S>                           <C>
   Account Number                12486264
   ----------------------------- ---------------------------------------------------------------------------------------
   Name of Borrower              Comtrex Systems Corporation Limited
   ----------------------------- ---------------------------------------------------------------------------------------
   Limit                         150,000

   ----------------------------- ---------------------------------------------------------------------------------------
   Purpose                       To finance working capital

   ----------------------------- ---------------------------------------------------------------------------------------
   Repayment                     Fully fluctuating
   ----------------------------- ---------------------------------------------------------------------------------------
   1st Debit Interest Rate       2% above the Bank's Base rate
   ----------------------------- ---------------------------------------------------------------------------------------
   2nd Debit Interest Rate       5% above the Bank's Base rate on Borrowing over 150,000 or in excess of agreed
                                 facilities
   ----------------------------- ---------------------------------------------------------------------------------------
   Interest Payable              Quarterly
   ----------------------------- ---------------------------------------------------------------------------------------
   Arrangement                   750 will be debited upon setting up of the facility
   ----------------------------- ---------------------------------------------------------------------------------------
   Excess Fees                   We will be entitled to charge an excess fee at the Bank's published rate for each day
                                 anyagreed limit is exceeded(see our "Services & Charges for Business Customers"
                                 brochure for details).
   ----------------------------- ---------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                 ------------------------------------
                                      Loan Base Rate
   ----------------------------- ---------------------------------------------------------------------------------------
   <S>                           <C>
   Account Number                Not Yet Opened

   ----------------------------- ---------------------------------------------------------------------------------------
   Name of Borrower              Comtrex Systems Corporation Limited

   ----------------------------- ---------------------------------------------------------------------------------------
   Limit                         170,000(New) - or whatever the current outstanding balance with Barclays

   ----------------------------- ---------------------------------------------------------------------------------------
   Purpose                       Freehold Purchase

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

   Current Repayment             1565.43 per month to achieve full repayment by February  2017
   ----------------------------- ---------------------------------------------------------------------------------------
   Interest                      2% above the Bank's Base rate
   ----------------------------- ---------------------------------------------------------------------------------------
   Account to be debited         Comtrex Systems Corporation Limited Current Account 12486264 at 601141

   ----------------------------- ---------------------------------------------------------------------------------------
   Interest Payable              Quarterly
   ----------------------------- ---------------------------------------------------------------------------------------
   Security costs                440 will be debited upon drawdown of the loan
   ----------------------------- ---------------------------------------------------------------------------------------
</TABLE>





                                       19
<PAGE>


Part 2 - Facilities Subject to Separate Documentation:

The following facilities are made available on the terms of the separate
documentation between us.
<TABLE>
<CAPTION>
   ----------------------------- ----------------------- -------------------------------- ------------------------------
   Name of Borrower              Facility and Purpose    Amount                           Date Agreement Signed

   ----------------------------- ----------------------- -------------------------------- ------------------------------
   <S>                           <C>                                                      <C>
   Comtrex Systems Corporation   Company Card            43,000                           4th January 2001
   Limited
   ----------------------------- ----------------------- -------------------------------- ------------------------------
</TABLE>

                                Security Schedule

We rely on the security below (and require additional security where specified)
to repay, on demand, all your current and future liabilities(both actual and
contingent)to us. These liabilities include, without limitation, those incurred
by you under the facility(ies) specified in the Facility Schedule.
<TABLE>
<CAPTION>

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

   Date Executed/New         Security                                               Given/to be given by
   ------------------------- ------------------------------------------------------ -------------------------------------------
   <S>                       <C>                                                    <C>
   New                       1st Legal Mortgage over Unit 2 Gatwick                 Comtrex Systems Corporation Limited
                             Metro Centre, Balcombe Road, Horley

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

   New                       1st Legal Mortgage Debentrue                           Comtrex Systems Corporation Limited

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

   New                       Postponement by Shirley Jean Roberts and Norman        Shirley Jean Roberts and Norman David
                             David Roberts of their charge dated 27th October       Roberts
                             1997 so that National Westminster Bank plc has full
                             first legal priority and Shirley Jean Roberts and
                             Norman David Roberts rank second


   ------------------------- ------------------------------------------------------ -------------------------------------------
</TABLE>










                                       20
<PAGE>


                                  General Terms

--------------------------------------------------------------------------------
This section sets out in more detail the basis on which we make facilities
available to you. It covers issues such as haw limits and interest are
calculated, how we can vary agreed terms and what we mean by "on demand".
--------------------------------------------------------------------------------

These General Terms apply to all on demand facilities listed in the Advice of
Borrowing Terms(the "AOBT"), but do not apply to those facilities which are
subject to separate documentation, unless such documentation expressly
incorporates these General Terms. In cases where the expression "you" includes
more than one person (for example joint account holders) it shall be taken to
refer to all or any one or more of you, and your obligations shall be joint and
several.

      o  Independent Advice. Unless we expressly agree in writing to do so we do
         not hold ourselves out as providing advice on or considering the
         general suitability of facilities for your particular circumstances
         (including tax) and neither we nor our employees shall be liable for
         any indications given as to such suitability. We make no warranties or
         representations about the advisability of any underlying transaction
         entered into by you. You should obtain independent professional advice
         on such matters, and upon any security or guarantee required by us.
      o  Acceptance. Any offer of a facility must be accepted within the time
         period specified in the AOBT. We may, at our option, treat any usage of
         any of these facilities as acceptance(without amendment) of the terms
         and conditions of the AOBT.
      o  Availability. Our normal practice is to review all credit facilities
         periodically. Any references in the AOBT to a review at, or
         availability until, a future date are merely indicative of our current
         intention, and we may, at our discretion, review on demand facilities
         at an earlier date. Facilities which are not loans or overdrafts are
         offered on the basis that there is no commitment on our part to enter
         into any such facility with you. We may, at our absolute discretion,
         decide whether a utilisation may be made and any conditions subject to
         which utilisations may be made.
      o  Repayment. Notwithstanding any reference to review or availability or
         repayment term in the AOBT, all facilities are repayable on demand
         which we may make at our sole discretion at any time and may by notice
         be withdrawn reduced or made subject to (further) conditions or
         otherwise varied. You must ensure that we receive by way of repayment,
         the full amount of any indebtedness irrespective of any taxes, duties
         or charges, in immediately available funds in the currency in which the
         facility is outstanding at the branch or office where the facilities
         are provided.
      o  Variation and waiver. We may vary these General Terms by giving one
         month's written notice to you. If a change in currency of the United
         Kingdom occurs(including Introduction of the euro), the AOBT and these
         General Terms will be amended to the extent we specify to reflect the
         change in currency and put us i9n the same position, so far as
         possible, that we would have been in if no change in currency had
         occurred. If we refrain from exercising any of our rights this shall
         not preclude us from exercising any rights at a later date.
      o  Limits. The limits specified in the AOBT or the Facility Schedule for
         each facility and/or each account(including any Group of Composite
         Facility limits) must not at any time be exceeded. In addition, the
         aggregate utilization of any individual of sob limits allocated. If we
         have agreed that there will be a gross limit for one of mare
         facilities, this means that the aggregate utilization of those
         facilities must not at any time exceed the gross limit. If we have
         agreed that there will be a net limit for one or more facilities, this
         means that the aggregate utilization of those facilities, less the
         aggregate amount of the cleared credit balances on the accounts
         specified by us in the AOBT, will not exceed the net limit(If no
         accounts are specified we may determine which accounts are utilised for
         this purpose). We are not obliged to allow or continue to allow any
         borrowing in excess of agreed facilities. Any references to a
         particular account will include any successor account.
      o  Interest.  All interest rates are variable.  Interest is payable
         monthly or quarterly(as detailed in the AOBT).on our usual charging
         days and on final repayment of the indebtedness. Interest accrues on
         the daily cleared debit balance on the account(s) concerned at the
         annual rate or rates shown in the AOBT(both before and after demand
         and/or judgement). It is calculated on the basis of a 365 day year for
         sterling(and either a 365 or 360 day year for currencies other than
         sterling or on such other basis as we may from time to time specify)
         and the actual member of days elapsed and is compounded monthly or
         quarterly. Our variable unarranged borrowing rate for the relevant
         currency will apply to any indebtedness from time to time (i) in excess
         of agreed facilities or (ii) outstanding after the expiry date of
         agreed facilities or, in respect of(i) only, such other interest rate
         as we may specify.





                                       21
<PAGE>

      o  Changes to Interest. We may alter the basis on which interest is
         calculated including the size of the interest margin charged over our
         Base Rate or other published rate and/or the amount of any regular
         repayments of facilities which are repayable on demand by providing you
         with one month's written notice. As a change in our Base Rate or other
         variable rate is not an alteration of the basis upon which interest is
         calculated, no written notice need be given of such a change. Changes
         in our Base Rate of other published rates take effect when made.
         Details of current rates are available from any branch of office, and
         are published in selected national newspapers. Omission to publish
         details of any change in a newspaper shall not stop the change from
         taking effect. For a currency account, written notice of changes to the
         relevant Currency Base Rate will normally be given, although failure to
         do so will not stop the change taking effect when made.
      o  Fees. Fees quoted exclude charges for money transmission or similar
         services which are either advised (i) separately, or (ii) at the time a
         facility is used. All costs, charges and expenses incurred of suffered
         y us, including legal costs and our internal management costs, arising
         at any time in connection with any facility or with any related
         security or guarantee are payable by you on demand.
      o  Uncovered Payments. An "uncovered payment" is a payment where the
         cleared credit balance or agreed credit facility is insufficient to
         meet that payment and all other payments requested, disregarding
         uncleared credits to that account. We do not accept any obligation to
         make uncovered payments to third parties unless we have agreed to do so
         in writing. We need not make any uncovered payment which is in excess
         of any settlement risk limit.
      o  Set Off. We may, without notice, set-off against any credit balances on
         any of your account(s)(in any currency), your liability in respect of
         any facilities(including any uncovered payment)and may combine
         accounts. We are authorized to use all or any such credit balances to
         buy such other currencies as may be necessary in order to exercise any
         fights of set-off to which we may be entitled.
      o  Appropriation and Lien. Where more than one debt is owing to us we may
         use the whole or any part of any repayment to reduce or discharge the
         principal amount of your indebtedess as we may select, to meet any
         accrued interest or to discharge any other liabilities to us. We shall
         have a lien over securities of any kind and other items deposited b or
         on your behalf with us(including, without limitation, cheques given to
         us for collection).
      o  Security. Unless the AOBT expressly provides otherwise, any mortgage,
         charge or debenture must be a first legal mortgage, charge or debenture
         over the unemcumbered title of the property in question. You may not
         grant(or allow to be created) without our prior written consent any
         other security interest in the property in question or part with
         possession of it. We may, at our sole discretion, require from time to
         time additional valuations(at your expense) by such valuer as we may
         approve, of any or all of the assets held by us a security.
      o  Environment. You represent and warrant(both now and in the future) that
         you have and will comply in all material respects with any applicable
         environmental law, regulation or code of practice ("environmental law")
         and with the terms and conditions of any applicable environmental
         licences or other consents or approvals required by environmental
         law("environmental licenses").
      o  Information. You must provide us with any information which we may at
         any time reasonably require, and must inform us of any material change
         of facts or circumstances. You authorize us to disclose to your
         auditors any such information concerning your accounts with us as they
         may from time to time require.
      o  Currency Accounts.  If in our opinion deposits in a currency are
         unavailable to us at any time to fund a currency drawing then we will
         not make a drawing available in that currency. All payments (including
         interest) required to be made by you under a facility in a currency
         other than sterling must be made in the currency of the drawing(The
         "Agreed Currency") and by credit to our account with such banking
         office as we may require. Any amount payable by you which is received
         by us in a currency other than the Agreed Currency, will be calculated
         by converting(at the prevailing spot rate of exchange on such date and
         in such market as we shall determine as being most appropriate) the
         Currency so received into the Agreed Currency. If the amount received
         is less than the relevant amount of the Agreed Currency then you will
         indemnify us for the deficiency and for any losses we may sustain as a
         result. You will in addition pay the costs of such conversion. All
         payments shall be deemed to have been made on such date as we shall
         determine in accordance with our normal practice from time to time.
      o  Currency Equivalents. The Sterling/Currency Equivalent of any amount
         denominated in another currency shall be calculated by reference to the
         Bank's then current spot rate of exchange for the purchase of the
         relevant currency with the currency in which the facility is
         denominated. We may calculate the aggregate Sterling/Currency
         Equivalents of all drawings outstanding/proposed at any time to
         determine compliance or otherwise with the relevant facility limit.
      o  Contingent Liabilities. You will, on demand, pay to us an amount equal
         to the full face value of any contingent of future liabilities incurred
         by us at your request(such as letters of credit, bonds or guarantees).
         We may hold any such payment in our own name and may use it to meet
         such liabilities. You must in any event indemnify us against such
         liabilities and we will require you to execute a formal
         counter-indemnity in our standard form.
      o  Negotiaitons. You agree that all foreign cheques submitted to us for
         negotiation and/or collection will be dealt with on the basis that you
         have food title to all cheques and that you agree to indemnify us
         against all liabilities claims losses costs and expenses including
         exchange fluctuations and agents' charges which may be imposed upom,




                                       22
<PAGE>

         asserted against or incurred by us in any way relating to or arising
         out of the negotiation and/or collection of cheques on your behalf. If
         the cheque is subsequently returned unpaid you authorize us to debit
         your account with the amount credited to your account plus any losses,
         costs, expenses or charges which we may have incurred.
      o  Forward Exchange. Where we make a forward exchange facility available
         to you, you confirm and understand that no forward purchase or sale of
         foreign currency shall be made for investment purposes(see paragraph 8
         of Schedule 1 of the Financial Services Act 1986) without our prior
         written consent.
      o  General.
         a)   Whenever facilities are subject to Part V of the Consumer Credit
              Act 1974 additional documents and procedures may be necessary
              before facilities can be drawn.
         b)   If we consider that any proposed payment or use of a facility
              might be made for an unlawful purpose, then we may refuse to make
              such a payment of allow such use.
         c)   We may give written notice of make demand by post or by hand or by
              facsimile machine or by other form of electronic communication. A
              notice or demand may be addressed to you at your Registered Office
              or address or the place of business last known to us and shall be
              deemed to have been received when transmitted of(if posted) on the
              business day after posting. We may use the facsimile number of
              electronic address last known to us.
         d)   The relationship between us, these General Terms and the AOBT are
              governed by English law and the English courts shall have
              jurisdiction in respect thereof. However when we consider it
              appropriate we may take proceedings against you in any other court
              of competent jurisdiction(whether concurrently or not with any
              other proceedings). These terms are in addition to the usual terms
              which apply to the relationship between a bank and its customer
              and to the operation of bank accounts(whether in credit of debit)
              and to the terms of your mandate with us and to all other
              consistent terms which may be implied by law.
         e)   You must maintain a current account with us throughout the life of
              any facilities and we may charge to your current account all
              amounts, including interest, due in respect of any facility.





                                       23