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                                  Exhibit 10.8
                                  ------------

                            SECURED CREDIT AGREEMENT

AGREEMENT by and between SUMMIT BANK ("BANK") and Comtrex Systems Corporation
("BORROWER"), dated as set forth.

1.       DEFINITIONS

         The terms set forth below shall be defined as follows:

         1.1      "Date of Agreement" is:  July 5, 2000.
         1.2      "Borrower" means: Comtrex Systems Corporation, a corporation.
         1.3      "Borrower's Address" is:  102 Executive Drive, Suites 1,2 & 3,
                  Moorestown, New Jersey 08057.
         1.4      "Bank's Address" is:  210 Main Street, Hackensack, New Jersey
                  07601.
         1.5      "Collateral" means all property, assets or rights that secure
                  the payment of the Obligations, whether now owned or existing
                  or hereafter created or acquired and the cash and noncash
                  proceeds thereof.
         1.6      "Event of Default" means each and every event specified in
                  Section 6 of this Agreement.
         1.7      "Loan Document(s)" means any Credit Agreement, Note, Security
                  Agreement, Mortgage or any other document heretofore, now or
                  hereafter executed by Borrower to Bank, together with all
                  modifications, extensions and/or renewals thereof.
         1.8      "Obligations" means all indebtedness, obligations and
                  liabilities of Borrower to Bank of every kind and description,
                  direct or indirect, secured or unsecured, joint or several,
                  absolute or contingent, due or to become due, including any
                  overdrafts, whether for payment or performance, now existing
                  or hereafter arising, whether presently contemplated or not,
                  regardless of how the same arise or by what instrument,
                  agreement or book account they may be evidenced, or whether
                  evidenced by any instrument, agreement or book account,
                  including, but not limited to all loans (including any loan by
                  modification, renewal or extension), all indebtedness
                  including any arising from any derivative transactions, all
                  undertakings to take or refrain from taking any action, all
                  indebtedness, liabilities or obligations owing from Borrower
                  to others which Bank may have obtained by purchase,
                  negotiation, discount, assignment or otherwise; and all
                  interest, taxes, fees, charges, expenses and attorney's fees
                  (whether or not such attorney is a regularly salaried employee
                  of Bank, any parent corporation or any subsidiary or affiliate
                  thereof, whether now existing or hereafter created),
                  chargeable to Borrower or incurred by Bank under this
                  Agreement, or any other document or instrument delivered in
                  connection herewith or therewith.
         1.9      "Security Interest" means any transaction which creates or
                  provides for a lien or security interest by agreement.
         1.10     "Termination Date" is September 30, 2001, unless such date is
                  extended on one or more occasions by the Bank in its sole
                  discretion then the last date of the last such extension.

         To the extent not defined in Section 1 (or any other Loan Document),
         unless the context otherwise requires, all other terms contained in
         this Agreement shall have the meanings attributed to them by the
         Uniform Commercial Code in force in the State of New Jersey, as of the
         Date of Agreement, to the extent that same are used or defined therein.

         To the extent not defined in Section 1 (or any other Loan Document),
         unless the context otherwise requires, all accounting terms in this
         Agreement shall be construed in accordance with Generally Accepted
         Accounting Principles as of the Date of Agreement, to the extent that
         same are used or defined therein.

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2.       COMMITMENTS

         Subject to the terms and conditions of the Loan Documents, Bank agrees
         to lend to Borrower and Borrower agrees to borrow from Bank an
         aggregate principal amount at any one time outstanding not to exceed
         $2,000,000.00 from the Date of Agreement to the Termination Date.
         Within such limits the Borrower may borrow, repay and re-borrow at any
         time or from time to time. The face amount of all commercial or standby
         letters of credit issued by Bank and drafts accepted by Bank for the
         account of Borrower is included in the aggregate principal amount.
         Commercial and standby letters of credit shall be issued by Bank upon
         receipt of Bank's standard documentation with respect thereto and
         subject to Bank's standard fees. The proceeds of all of the borrowing
         hereunder shall be used solely for working capital.

3.       REPRESENTATIONS AND WARRANTIES

         3.1      Borrower represents and warrants to Bank, and such
                  representations and warranties shall be continuing so long as
                  any Obligations shall remain outstanding, as follows:
         3.1.1    Borrower has the power and authority to own the Collateral, to
                  enter into and perform the Loan Documents and to incur the
                  Obligations. Borrower has been duly incorporated and organized
                  and is validly existing as a corporation in good standing
                  under the laws of its jurisdiction of incorporation and is
                  duly qualified as a foreign corporation in those jurisdictions
                  where the conduct of its business or the ownership of its
                  properties requires qualification.
         3.1.2    Borrower has not changed its name, form, or structure, been
                  the surviving entity in a merger or acquired any business; or
                  changed the location of the Equipment, any of the Inventory,
                  its place of business or chief executive office, its records
                  with respect to Receivables or the location of any returns of
                  Inventory.
         3.1.3    This Agreement and any other Loan Documents constitute valid
                  and legally binding Obligations of Borrower and are
                  enforceable against Borrower in accordance with their
                  respective terms.
         3.1.4    Borrower has filed all Federal, state and local tax returns
                  and other reports it is required to file and has paid or made
                  adequate provision for payment of all such taxes, assessments
                  and other governmental charges.

         3.1.5    All property owned or utilized by Borrower is in compliance
                  and will continue to be in compliance with all requirements of
                  all applicable environmental laws, including, without
                  limitation, the Industrial Site Recovery Act f/k/a the
                  Environmental Cleanup Responsibility Act (N.J.S.A. 13:1K-6 et
                  seq., as amended) and the Spill Compensation and Control Act
                  (N.J.S.A. 58:10-23.11 as amended) and a certain statute
                  adopted by New Jersey for registration of underground storage
                  tanks (N.J.S.A. 58:10A-21 et seq.); the Hazardous and Solid
                  Waste Amendments of 1984 Pub. L98-616 (42 U.S.C. 699 et seq.,
                  as amended); the Resource Conservation and Recovery Act (42
                  U.S.C. 6901 et seq., as amended) and the Comprehensive
                  Environmental Response, Compensation and Liability Act (42
                  U.S.C. 9601 et seq., as amended); (all such Federal, state,
                  county, municipal or other laws, ordinances or regulations are
                  hereinafter collectively referred to as the "Environmental
                  Laws").
         3.1.6    Borrower has good and marketable title to all of its
                  properties and assets. The execution and performance of this
                  Agreement and any Loan Document will not violate or result in
                  a default or in the creation or imposition of any lien or
                  encumbrance upon any of the assets of Borrower (immediately,
                  with the passage of time or with the giving of notice and the
                  passage of time) under any other contract, agreement or
                  instrument to which Borrower is a party or by which Borrower
                  is bound, nor will it result in the acceleration of any
                  obligation under any mortgage, lien, lease, franchise,
                  license, permit, agreement, instrument, order, arbitration
                  award, judgment, or decree, or in the termination of any
                  license, franchise, lease, or permit to which Borrower is a
                  party or by which it is bound; and it will not violate or
                  conflict with any other restriction of any kind or character
                  to which Borrower is subject.

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         3.1.7    Borrower incurs the Obligations herein from Bank for business
                  purposes only and shall not incur the Obligations for
                  personal, household or family purposes.
         3.1.8    There is no claim, loss, contingency, litigation, or
                  proceeding whether or not pending, threatened or imminent
                  against or otherwise affecting Borrower that involves the
                  possibility of any judgment or liability not fully covered by
                  insurance or that may result in a material adverse change in
                  the business, properties, prospects, operation or condition
                  (financial or otherwise) of Borrower.
         3.1.9    Borrower has complied with all applicable statutes,
                  regulations, ordinances, court decrees or other directives of
                  the United States of America, and all states, counties,
                  municipalities and agencies with respect to the manufacture
                  and sale of its goods, the rendition of its services and/or
                  the conduct of its business.
         3.1.10   Borrower has heretofore delivered to Bank current financial
                  statements, acceptable to Bank, which were prepared by
                  independent certified public accountants. The financial
                  statements were true, correct and complete and were prepared
                  in accordance with Generally Accepted Accounting Principles,
                  consistently applied and present fairly the financial position
                  and results of operations of Borrower as of the date of and
                  for the period involved. The financial statements make full
                  and adequate provision for all obligations, liabilities, and
                  commitments (fixed and contingent) of Borrower as of the date
                  of the financial statements. Since the date of the financial
                  statements, there has been no material adverse change in the
                  business, properties, prospects, operation or condition
                  (financial or otherwise) of Borrower.
         3.1.11   With respect to each Employee Benefit Plan maintained by
                  Borrower, no Prohibited Transaction or Reportable Event (as
                  defined in Title IV of the Employee Retirement Income Security
                  Act of 1974, as amended) has occurred and is continuing;
                  Borrower is not subject to thirty (30) days notice to the
                  Pension Benefit Guaranty Corporation, and Borrower will comply
                  with the provisions of the Employee Retirement Income Security
                  Act of 1974, as amended and the Internal Revenue Code of 1986,
                  as amended.
         3.1.12   Borrower is the owner of the Collateral free and clear of all
                  Security Interests, encumbrances or liens, except liens which
                  arise by operation of law with respect to Obligations of
                  Borrower which are not yet due and payable; and Borrower will
                  defend the Collateral against all claims and demands of all
                  persons or entities at any time claiming an interest therein.
         3.1.13   Borrower is in compliance with all requirements of the
                  Americans With Disabilities Act of 1990, 42 U.S.C. 12101 et
                  seq., including but not limited to those regulations
                  promulgated by the Architectural and Transportation Barrier
                  Compliance Board at 36 CFR 1191 et seq., and by the Department
                  of Justice at 28 CFR 36 et seq.
         3.1.14   Borrower is not a "foreign person" within the meaning of
                  Section 1445(f)(3) of the Internal Revenue Code of 1986 as
                  amended and the related Treasury Department regulations,
                  including temporary regulations.

4.       GENERAL COVENANTS

         4.1      Borrower covenants and agrees that so long as any Obligations
                  shall remain outstanding:
         4.1.1    Borrower shall not permit any further mortgage, pledge, grant,
                  Security Interest in or lien or encumbrance upon any of the
                  property, assets or rights of Borrower, except in favor of
                  Bank and security interests securing purchase money
                  indebtedness permitted under Section 5.1.3 hereof.
         4.1.2    Borrower shall not merge or consolidate with or sell, assign,
                  lease or otherwise transfer or dispose of (whether in one
                  transaction or in a series of transactions) all or
                  substantially all of its assets (whether now owned or
                  hereafter acquired or arising) to, any person or entity or
                  acquire all or substantially all the assets or the business of
                  any person or entity;


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         4.1.3    Borrower shall continue to engage in an efficient and
                  economical manner in a business of the same general type as
                  conducted by it on the Date of Agreement.
         4.1.4    Borrower shall furnish to Bank:
                  4.1.4.1 Within ninety (90) days after the last day of each
                          fiscal year of Borrower, a financial statement
                          including a balance sheet and statements of income,
                          retained earnings and changes in financial
                          position, each prepared in accordance with
                          Generally Accepted Accounting Principles
                          consistently applied, and audited by an independent
                          certified public accountant satisfactory to Bank
                          and a certificate in form and substance acceptable
                          to Bank demonstrating compliance with the financial
                          covenants set forth in Section 5 hereof;
                  4.1.4.2 Within sixty (60) days after the close of each quarter
                          of each fiscal year of Borrower, financial
                          statements similar to those required under
                          paragraph 4.1.4.1, prepared by Borrower and
                          certified by the chief financial officer of
                          Borrower;
                  4.1.4.3 Together with the financial statements set forth in
                          Section 4.1.4.1, a letter executed by the aforesaid
                          accountant acknowledging Bank's reliance on said
                          financial statements and Borrower's knowledge of
                          such reliance;
                  4.1.4.4 [Intentionally omitted]
                  4.1.4.5 Intentionally omitted]
                  4.1.4.6 Promptly and in form satisfactory to Bank, such other
                          information as Bank may reasonably request from
                          time to time.
         4.1.5    Borrower shall comply with all present and future laws, rules
                  and regulations applicable to Borrower in the operation of its
                  business and the ownership of its assets, and all material
                  agreements to which it is subject.
         4.2      Borrower further covenants and agrees to:
         4.2.1    Promptly notify Bank of any condition or event which
                  constitutes, or would constitute with the passage of time or
                  giving of notice or both, an Event of Default under this
                  Agreement or any Loan Document and promptly inform Bank of any
                  events or change in the financial condition of Borrower
                  occurring since the date of the last financial statement of
                  Borrower delivered to Bank, which individually or cumulatively
                  when viewed in light of prior financial statements, could
                  result in a material adverse change in the business,
                  properties, prospects, operation or condition (financial or
                  otherwise) of Borrower;
         4.2.2    Maintain in good standing its corporate existence in its
                  jurisdiction of incorporation and its status as a foreign
                  corporation qualified to do business in those jurisdictions
                  where Borrower is required to be qualified.
         4.2.3    Pay or deposit promptly when due all sales, use, excise,
                  personal property, income, withholding, corporate, franchise
                  and other taxes, assessments and governmental charges and,
                  when requested by Bank, submit to Bank proof satisfactory to
                  Bank that such payments and/or deposits have been made;
         4.2.4    Maintain casualty insurance coverage with an insurance company
                  on the Collateral in such amounts and of such types as may be
                  requested by Bank, and in any event, as are ordinarily carried
                  by similar businesses; and, in the case of all policies
                  insuring property in which Bank shall have a Security Interest
                  of any kind whatsoever all such insurance policies shall
                  contain standard lender's loss payable clauses in favor of
                  Bank and provide that the proceeds thereof shall be payable to
                  Bank, as its interest may appear. Borrower shall produce proof
                  of payment of premiums for said insurance policies as Bank may
                  reasonably request. All said policies or certificates thereof,
                  including all endorsements thereof and those required
                  hereunder, shall be deposited with Bank; and such policies
                  shall contain provisions that no such insurance may be
                  canceled or decreased or amended in such manner and to such
                  extent as prudent business judgment would dictate. If Borrower
                  shall at any time or times hereafter fail to obtain and/or
                  maintain any of the policies of insurance required herein, or
                  fail to pay any premium in whole or in part relating to any



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                  such policies, Bank shall be notified within thirty (30) days
                  of any such failure to obtain and/or maintain said policies of
                  insurance or the failure to pay any premium when due. The Bank
                  may, but shall not be obliged to, obtain and/or cause to be
                  maintained insurance coverage with respect to the Collateral,
                  including, at Bank's option, the coverage provided by all or
                  any of the policies of Borrower and pay all or any part of the
                  premium therefor, without waiving any Event of Default by
                  Borrower, and any sums, including reasonable attorney fees,
                  court costs, expenses and other charges related thereto, so
                  disbursed by Bank shall be payable, on demand, by Borrower to
                  Bank and shall be an additional Obligation;
         4.2.5    Notify Bank in writing within ten (10) days, of any claim,
                  litigation, action or proceeding filed or commenced by or
                  against Borrower that could result in a material adverse
                  change in the business, properties, prospects, operation or
                  condition (financial or otherwise) of Borrower; or a material
                  adverse occurrence, in each case, together with a complete
                  description of the action taken or proposed to be taken with
                  respect thereto;
         4.2.6    Permit Bank, at Borrower's expense, through Bank's authorized
                  attorneys, accountants or representatives, to inspect the
                  Collateral and inspect, examine and audit the books, accounts,
                  records, ledgers and assets of every kind and description of
                  Borrower with respect thereto at reasonable times;
         4.2.7    At any time and from time to time upon request of Bank,
                  execute and deliver to Bank, in form and substance
                  satisfactory to Bank, such documents as Bank shall deem
                  necessary or desirable to perfect or maintain perfected the
                  Security Interest of Bank in the Collateral or which may be
                  necessary to comply with the provisions of the law of the
                  State of New Jersey or the law of any other jurisdiction in
                  which Borrower may then be conducting business or in which any
                  of the Collateral may be located; and
         4.2.8    Notify Bank in writing immediately of any amendments or other
                  changes to any by-laws, articles of incorporation, or any
                  other document (or other arrangement, whether or not in
                  writing) governing the organization or operation of Borrower
                  or the respective interests of its shareholders.

5.        FINANCIAL COVENANTS

         5.1      Borrower covenants and agrees that so long as any Obligations
                  shall remain outstanding Borrower shall:
         5.1.1    Maintain a Current Ratio of greater than 1.50:1 as of the end
                  of each fiscal quarter;
         5.1.2    Maintain a Tangible Net Worth of greater than $2,000,000.00 as
                  of March 31, 2000. Thereafter, minimum Tangible Net Worth to
                  increase by 50% of annual net income as of each fiscal year
                  end;
         5.1.3    Not incur any indebtedness from any source other than Bank,
                  except normal trade debts and accruals in the ordinary course
                  of business, and capital expenditures of up to $100,000.00;;
         5.1.4    Maintain a ratio of Total Liabilities to Tangible Capital
                  Funds of less than 1.75:1 as of the end of each fiscal
                  quarter; and
         5.1.5    Not permit its Debt Service Coverage Ratio to be less than
                  1.25:1. "Debt Service Coverage Ratio" shall mean earnings
                  before interest, taxes, depreciation and amortization less
                  capital expenditures (including capital leases) divided by the
                  sum of scheduled principal and interest payments (including
                  periodic payments to Bank hereunder) plus taxes plus current
                  portion of long term debt. All calculations of Debt Service
                  Coverage Ratio shall be on a rolling trailing four quarter
                  basis at the end of each fiscal quarter.

6.       EVENTS OF DEFAULT AND ACCELERATION

         6.1      The occurrence of any one or more of the following events
                  shall constitute an Event of Default hereunder:
         6.1.1    Failure to pay any principal, interest or any of the
                  Obligations as and when due;

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         6.1.2    Failure to perform or observe any covenant, term or agreement
                  herein set forth or set forth in any Loan Document;
         6.1.3    Any representation or warranty made or deemed made by the
                  Borrower herein or in any Loan Document or which is contained
                  in any certificate, document, opinion or other statement
                  furnished now or at any time shall prove to be incorrect in
                  any material respect on or as of the date made or deemed to be
                  made;
         6.1.4    Failure to pay or perform any Obligation of any Borrower to
                  Bank, whether by maturity or acceleration, set forth herein or
                  in any Loan Document;
         6.1.5    [Intentionally omitted]
         6.1.6    A proceeding being filed or commenced against Borrower for
                  dissolution or liquidation; or any Borrower voluntarily or
                  involuntarily terminating or dissolving or being terminated or
                  dissolved; insolvency of Borrower, or Borrower fails to pay
                  its debts as they become due in the ordinary course of
                  business; or a creditor's committee is appointed for the
                  business of Borrower, or Borrower makes an assignment for the
                  benefit of creditors, or a petition in bankruptcy or for
                  reorganization or to effect a plan of arrangement with
                  creditors is filed by Borrower; or Borrower applies for or
                  permits the appointment of a receiver or trustee for any or
                  all of its property, assets or rights, or any such receiver or
                  trustee shall have been appointed for any or all of its
                  property, assets or rights; or any of the above actions or
                  proceedings whatsoever are commenced by or against any other
                  party liable for the Obligations;
         6.1.7    Any attachments, liens or additional Security Interests being
                  placed upon any of the Collateral;
         6.1.8    Acquisition at any time or from time to time of title to the
                  whole or any part of the Collateral by any person, partnership
                  or corporation other than Borrower;
         6.1.9    Any final judgment, order or decree rendered against Borrower
                  exceeding $25,000 and remaining undischarged, unstayed or
                  outstanding against Borrower for a period of thirty (30) days;
         6.1.10   Any investigation undertaken by any governmental entity or if
                  any indictment, charge or proceeding is filed or commenced,
                  whether criminal or civil, pursuant to Federal or state law
                  against Borrower for which forfeiture of any of the property
                  or assets of Borrower is a penalty;
         6.1.11   Any Reportable Event occurs or if any Employee Benefit Plan is
                  terminated or Bank reasonably believes that such plan may be
                  terminated pursuant to and as defined in the Employee
                  Retirement Income Security Act of 1974, as amended;
         6.1.12   [Intentionally omitted]
         6.1.13   [Intentionally omitted]
         6.2      If any Event of Default shall occur under Sections 6.1.1,
                  6.1.2, 6.1.4, or 6.1.7 and shall continue for ten (10) days
                  after Borrower is notified of the occurrence of such event or
                  if any Event of Default shall occur under section 6.1.3,
                  6.1.5, 6.1.6, or 6.1.8 thru 6.1.11, then or at any time
                  thereafter, while such Event of Default shall continue, Bank
                  may declare all Obligations to be due and payable, without
                  notice, protest, presentment, dishonor or demand, all of which
                  are hereby expressly waived by Borrower.

7.       RIGHTS AND REMEDIES

         Bank shall have the following rights and remedies:

         7.1      Upon an Event of Default, Bank, and any officer or agent of
                  Bank is hereby constituted and appointed as true and lawful
                  attorney-in-fact of Borrower with power:
         7.1.1    To endorse the name of Borrower upon any instrument of payment
                  (including payments made under any policy of insurance) that
                  may come into possession of Bank in full or part payment of
                  any Obligation;
         7.1.2    To sign and endorse the name of Borrower upon any invoice,
                  freight or express bill, bill of lading, storage or warehouse
                  receipt, drafts against account debtors or other obligors;

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         7.1.3    To notify the post office authorities to change the address
                  for delivery of mail of Borrower to an address designated by
                  Bank and to receive, open and dispose of all mail addressed to
                  Borrower;
         7.1.4    To sign the name of Borrower upon any Local, State or Federal
                  agency information release form including but not limited to
                  Tax Information Authorization Form 8821 of the Internal
                  Revenue Service;
         7.1.5    To sell, assign, sue for, collect or compromise payment of all
                  or any part of the Collateral in the name of Borrower, or in
                  its own name, or make any other disposition of Collateral, or
                  any part thereof, which disposition may be for cash, credit or
                  any combination thereof, and Bank may purchase all or any part
                  of the Collateral at public or, if permitted by law, private
                  sale, and in lieu of actual payment of such purchase price,
                  may set-off the amount of such price against the Obligations;
         7.1.6    To do any and all things necessary to exercise its rights and
                  remedies as fully and effectually as Borrower might or could
                  do but for this appointment, together with full power of
                  substitution (Borrower hereby ratifying all that said
                  attorney-in-fact shall lawfully do or cause to be done by
                  virtue hereof). Neither Bank nor its agents shall be liable
                  for any acts or omissions or for any error of judgment or
                  mistake of fact or law in its capacity as such
                  attorney-in-fact. This power of attorney is coupled with an
                  interest and shall be irrevocable so long as any Obligations
                  shall remain outstanding.
         7.1.7    [Intentionally omitted]
         7.2      As to any amount past due, Bank shall have the right to
                  setoff, without notice to Borrower, any and all deposits or
                  other sums at any time or times credited by or due from Bank
                  to Borrower, whether in a special account or other account or
                  represented by a certificate of deposit (whether or not
                  matured) which deposits and other sums shall at all times
                  constitute additional security for the Obligations and may be
                  set-off against all or any part of the Obligations at any
                  time. Borrower does hereby authorize Bank and any other member
                  of Summit Bancorp on behalf of Bank to likewise setoff without
                  notice, any or all deposits or other sums on behalf of Bank,
                  hereby granting to all such members of Summit Bancorp as
                  necessary to effectuate the foregoing, a lien on and a
                  security interest in and to such deposits or other sums.
         7.3      Bank shall have, in addition to any other rights and remedies
                  contained herein, and in any Loan Document, all of the rights
                  and remedies of a secured party under the Uniform Commercial
                  Code in force in the State of New Jersey, as of the Date of
                  Agreement, and all rights and remedies available at law or in
                  equity, all of which rights and remedies shall be cumulative
                  and non-exclusive, to the extent permitted by law.
         7.4      Any notice required to be given by Bank of a sale or other
                  disposition of the Collateral or other intended action by Bank
                  made in accordance with the terms herein or any Loan Document
                  at least ten (10) days prior to such proposed action, shall
                  constitute fair and reasonable notice to Borrower of any such
                  action.
         7.5      If at any time Bank determines that any applicable law,
                  regulation, condition or directive, or the interpretation of
                  any thereof, relating to capital adequacy (including but not
                  limited to, any request, guideline or policy, whether or not
                  having the force of law and including but not limited to, any
                  regulation promulgated by the Board of Governors of the
                  Federal Reserve System as now or from time to time hereafter
                  in effect) by any authority charged with the administration or
                  interpretation thereof, or any change in any of the foregoing,
                  has or would have the effect of reducing the rate of return on
                  Bank's capital as a consequence of Bank's obligations under
                  this Agreement to a level below that which Bank would have
                  achieved but for such law, regulation, condition, directive,
                  interpretation or change (taking into consideration Bank's
                  policies with respect to capital adequacy) by an amount deemed
                  by Bank to be material, then from time to time Borrower shall
                  pay to Bank on demand such additional amount(s) as will
                  compensate Bank for such reduction.

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         7.5.1    Bank will promptly notify Borrower of any event of which it
                  has knowledge, occurring after the date hereof, which will
                  entitle Bank to compensation pursuant to Section 7.5. A
                  certificate or notice from Bank claiming compensation under
                  Section 7.5 and setting forth the additional amount(s) to be
                  paid to it hereunder shall be conclusive in the absence of
                  manifest error. In determining such amount, Bank may use any
                  reasonable averaging and attribution methods.
         7.5.2    Borrower's failure to pay such additional amount(s), shall
                  result in Borrower becoming liable for the difference between
                  the actual return achieved and what Bank had expected to
                  achieve and shall become a part of Borrower's Obligations
                  herein secured by the Collateral.
         7.6      In the event that Borrower's credit relationship with Bank is
                  rated substandard or lower on Bank's rating system(s), all of
                  which ratings shall be in Bank's absolute and sole discretion,
                  Borrower shall pay to Bank, upon receipt of notice from Bank
                  to such effect, an additional 1% per annum in excess of each
                  payment to be made under this Agreement and any other Loan
                  Document until such rating is upgraded to above substandard.
                  Borrower's failure to pay such additional amount(s) shall
                  become a part of Borrower's Obligations payable on demand and
                  secured by the Collateral.

8.       GENERAL PROVISIONS

         8.1      The failure of Bank at any time or times hereafter to require
                  strict performance by Borrower of any of the provisions,
                  warranties, terms and conditions contained herein or in any
                  Loan Document shall not waive, affect or diminish any right of
                  Bank at any time or times thereafter to demand strict
                  performance thereof. No rights of Bank hereunder or in any
                  Loan Document shall be deemed to have been waived by any act
                  or knowledge of Bank, its agents, officers or employees,
                  unless such waiver is contained in an instrument in writing
                  signed by an officer of Bank and directed to Borrower
                  specifying such waiver. No waiver by Bank of any of its rights
                  shall operate as a waiver of any other of its rights or any of
                  its rights on a future occasion.
         8.2      Any demand or notice required or permitted to be given
                  hereunder or in any Loan Document shall be deemed effective
                  when deposited in the United States mail, and sent by
                  certified mail, return receipt requested, postage prepaid,
                  addressed to Bank, ATTN: Branch Manager, at Bank's Address or
                  to Borrower at Borrower's Address, as applicable, or to such
                  other address as may be provided by the party to be notified,
                  on ten (10) days prior written notice to the other party.
         8.3      Any notice required to be given by Bank made in accordance
                  with the terms herein or any Loan Document at least ten (10)
                  days prior to such proposed action, shall constitute fair and
                  reasonable notice to Borrower of any such action.
         8.4      This Agreement and the Loan Documents contain the entire
                  understanding between the parties hereto with respect to the
                  transactions contemplated herein and such understanding shall
                  not be modified except in writing signed by or on behalf of
                  the parties hereto.
         8.5      Borrower shall not hold Bank liable due to any action or
                  failure to act by Bank herein or in any Loan Document except
                  for any action or failure to act as a result of Bank's gross
                  negligence or willful misconduct. This provision shall survive
                  the termination or expiration of this Agreement or any Loan
                  Document and the repayment in full of Borrower's Obligations.
         8.6      Wherever possible, each provision herein or in any Loan
                  Document shall be interpreted in such manner as to be
                  effective and valid under applicable law. Should any portion
                  of this Agreement or any Loan Document be declared invalid for
                  any reason in any jurisdiction, such declaration shall have no
                  effect upon the remaining portions of this Agreement or any
                  Loan Document. Furthermore, the entirety of this Agreement or
                  any Loan Document shall continue in full force and effect in
                  all other jurisdictions and said remaining portions herein or
                  in any Loan Document shall continue in full force and effect
                  in the subject jurisdiction as if this Agreement or any Loan
                  Document had been executed with the invalid portions thereof
                  deleted.

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<PAGE>


         8.7      In the event Bank seeks to take possession of any or all of
                  the Collateral by court process, Borrower hereby irrevocably
                  waives any bonds and any surety or security relating thereto
                  required by any statute, court rule or otherwise as an
                  incident to such possession, and waives any demand for
                  possession prior to the commencement of any suit or action to
                  recover.
         8.8      The provisions of this Agreement or any Loan Document shall be
                  binding upon and shall inure to the benefit of the heirs,
                  personal representatives, administrators, successors and
                  assigns of Bank and Borrower; provided, however, Borrower may
                  not assign any of its rights or delegate any of its
                  Obligations hereunder or in any Loan Document without the
                  prior written consent of Bank.
         8.9      This Agreement or any Loan Document is and shall be deemed to
                  be a contract entered into and made pursuant to the laws of
                  the State of New Jersey and shall in all respects be governed,
                  construed, applied and enforced in accordance with the laws of
                  said State.
         8.10     If, prior hereto and/or at any time or times hereafter, Bank
                  shall employ counsel in connection with the execution and
                  consummation of the transactions contemplated herein or in any
                  Loan Document or to commence, defend or intervene, file a
                  petition, complaint, answer, motion or other pleadings, or to
                  take any other action in or with respect to any suit or
                  proceeding (bankruptcy or otherwise) relating to this
                  Agreement or any Loan Document, or to enforce any rights of
                  Bank hereunder or in any Loan Document, whether before or
                  after the occurrence of any Event of Default, or to collect
                  any of the Obligations then, in any of such events, Borrower
                  agrees to pay attorney fees, (whether or not such attorney is
                  a regularly salaried employee of Bank, any parent corporation
                  or any subsidiary or affiliate thereof, whether now existing
                  or hereafter created), not to exceed 20% of the Obligations,
                  which shall be deemed reasonable and any expenses, costs and
                  charges relating thereto, and such shall be part of the
                  Obligations payable on demand and secured by the Collateral.
         8.11     With respect to all or any part of the Obligations, in the
                  event that Bank seeks to enter into a participation,
                  intercreditor and/or assignment agreement, then Borrower
                  hereby authorizes Bank to release all or part of any financial
                  or credit information provided by Borrower to Bank to any
                  other bank or financial institution without notice.
         8.12     Each reference herein or in any Loan Document to Bank shall be
                  deemed to include its successors and assigns, and each
                  reference to Borrower and any pronouns referring thereto as
                  used herein shall be construed in the masculine, feminine,
                  neuter, singular or plural as the context may require, and
                  shall be deemed to include the heirs, personal
                  representatives, administrators, successors and assigns of
                  Borrower, all of whom shall be bound by the provisions hereof
                  or in any Loan Document. The term "Borrower" as used herein
                  shall, if this Agreement or any Loan Document is signed by
                  more than one Borrower, mean, unless this Agreement or any
                  Loan Document otherwise provides or unless the context
                  otherwise requires, the "Borrower" and each of them and each
                  and every representation, promise, agreement and undertaking
                  shall be joint and several, except that the granting of the
                  Security Interest, right of set-off and lien shall be by each
                  Borrower in and to its several respective properties.
         8.13     The section headings herein are included for convenience only
                  and shall not be deemed to be a part of this Agreement or any
                  Loan Document.

9.       ASSIGNMENT BY BANK

         Bank may from time to time without notice to Borrower, sell, assign,
         transfer or otherwise dispose of all or any part of the Obligations
         and/or the Collateral therefor. In such event, each and every immediate
         and successive purchaser, assignee, transferee or holder of all or any
         part of the Obligations and/or the Collateral therefor shall have the
         right to enforce this Agreement, by legal action or otherwise, for its
         own benefit as fully as if such purchaser, assignee, transferee or
         holder were herein by name specifically given such rights. Bank shall
         have an unimpaired right to enforce this Agreement for its benefit to
         that portion of the Obligations as Bank has not sold, assigned,
         transferred or otherwise disposed of.


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<PAGE>

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

10.      WAIVER OF JURY TRIAL

         BORROWER WAIVES TRIAL BY JURY AND CONSENTS TO AND CONFERS PERSONAL
         JURISDICTION ON COURTS OF THE STATE OF NEW JERSEY OR OF THE FEDERAL
         GOVERNMENT, AND EXPRESSLY WAIVES ANY OBJECTIONS AS TO VENUE IN ANY OF
         SUCH COURTS, AND AGREES THAT SERVICE OF PROCESS MAY BE MADE ON BORROWER
         BY MAILING A COPY OF THE SUMMONS TO BORROWER AT BORROWER'S ADDRESS.
         BANK LIKEWISE WAIVES TRIAL BY JURY.

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


WITNESS:                                  BORROWER  Comtrex Systems Corporation


/s/                                        /s/
--------------------------------------     ------------------------------------
Name:  Kenneth J. Gertie                   Jeff Rice, President



ATTEST:                                    SUMMIT BANK


                                           /s/
--------------------------------------     ------------------------------------
                                           Dennis Wasilewski, Vice President



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