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                                                                   Exhibit 10.24
                                                                   -------------

                         SECURITY AND LOAN AGREEMENT
                    (ACCOUNTS RECEIVABLE AND/OR INVENTORY)


This Agreement is entered into between   DATA RACE INC.
                                         ,a        Corporation

(herein called "Borrower") and IMPERIAL BANK (herein called "Bank")

1.      Bank hereby commits, subject to all the terms and conditions of this
        Agreement and prior to the termination of its commitment as hereinafter
        provided, to make loans to Borrower from time to time in such amounts as
        may be determined by Bank up to, but not exceeding in the aggregate
        unpaid principal balance, the following Borrowing Base:

                                     80.000 % of Eligible Accounts

                                     30.000 % of the Value of Inventory

        and in no event more than $  1,500,000.00

2.      The amount of each loan made by Bank to Borrower hereunder shall be
        debited to the loan ledger account of Borrower maintained by Bank
        (herein called "Loan Account") and Bank shall credit the Loan Account
        with all loan repayments made by Borrower. Borrower promises to pay
        Bank(s) the unpaid balance of Borrower's Loan Account at maturity of
        November 12, 1997 and (b) on or before the tenth day of each month,
        interest on the average daily unpaid balance on the Loan Account during
        the immediately preceding month at the rate of One percent (1.00%) per
        annum in excess of the rate of interest which Bank has announced as its
        prime lending rate ("Prime Rate") which shall vary concurrently with any
        change in such Prime Rate. Interest shall be computed at the above rate
        on the basis of the actual number of days during which the principal
        balance of the loan account is outstanding divided by 360, which shall
        for interest computation purposes be considered one year. The amount of
        interest payable each month by Borrower shall not be less than a minimum
        monthly charge of $250.00. Bank is hereby authorized to charge
        Borrower's deposit account(s) with Bank for all sums due Bank under this
        Agreement.

3.      Requests for loan hereunder shall be in writing duly executed by
        Borrower in a form satisfactory to Bank and shall contain a
        certification setting forth the matters referred to in Section 1, which
        shall disclose that Borrower is entitled to the amount of loan being
        requested.

4.      As used in this Agreement, the following terms shall have the following 
        meanings:

            A.      "Accounts" means any right to payment for goods sold or
                    leased, or to be sold or to be leased, or for services
                    rendered or to be rendered no matter how evidenced,
                    including accounts receivable, contract rights, chattel
                    paper, instruments, purchase orders, notes, drafts,
                    acceptances, general intangibles and other forms of
                    obligations and receivables.
         
            B.      "Inventory" means all of the Borrower's goods, merchandise
                    and other personal property which are held for sale or
                    lease, including those held for display or demonstration or
                    out on lease or consignment or to be furnished under a
                    contract of service or are raw materials, work in process or
                    materials used or consumed, or to be used or consumed in
                    Borrower's business, and shall include all property rights,
                    patents, plans, drawings, diagrams, schematics, assembly and
                    display materials relating thereto.
         
            C.      "Collateral" means any and all personal property of Borrower
                    which is assigned or hereafter is assigned to Bank as
                    security or in which Bank now has or hereafter acquires a
                    security interest.
         
            D.      "Eligible Accounts" means all of Borrower's Accounts
                    excluding, however, (1) all Accounts under which payment is
                    not received within 90 days from any invoice date, (2) all
                    Accounts against which the account debtor or any other
                    person obligated to make payment thereon asserts any
                    defense, offset, counterclaim or other right to avoid or
                    reduce the liability represented by the Account and (3) any
                    Accounts if the account debtor or any other person liable in
                    connection therewith is insolvent, subject to bankruptcy or
                    receivership proceedings or has made an assignment for the
                    benefit of creditors or whose credit standing is
                    unacceptable to Bank and Bank has so notified Borrower.
                    Eligible Accounts shall only include such accounts as Bank
                    in its sole discretion shall determine are eligible from
                    time to time.
                    
            E.      "Value of Inventory" means the value of Borrower's Inventory
                    determined in accordance with generally accepted accounting
                    principles consistently applied including inventory which is
                    purchased to fulfill non-cancelable and contractually
                    guaranteed orders from IBM, TI, and NEC, and excluding,
                    however, the amount of progress payments, pre-delivery
                    payments, deposits and any other sums received by Borrower
                    in anticipation of the sale and delivery of inventory, all
                    inventory on consignment or lease to others, and all
                    property on consignment or lease from others to Borrower.
       
5.      Borrower hereby assigns to Bank all Borrower's present and future
        Accounts, including all proceeds due thereunder, all guaranties and
        security therefore and all merchandise giving rise thereto, and hereby
        grants to Bank a continuing security interest in all Borrower's
        Inventory and in all proceeds and products thereof, whether now owned or
        hereafter existing or acquired, including all moneys in the Collateral
        Account referred to in Section 6 hereof, as security for any and all
        obligations of Borrower to Bank, whether now owing or hereafter incurred
        and whether direct, indirect, absolute or contingent. So long as
        Borrower is indebted to Bank or Bank is committed to extend credit to
        Borrower, Borrower will execute and deliver to Bank such assignments,
        including Bank's standard forms of Specific or General Assignment
        covering individual Accounts, notices, financing statements, and other
        documents and papers as Bank may reasonably require in order to affirm,
        effectuate or further assure the assignment to Bank of the Collateral or
        to give any third party, including the account debtors obligated on the
        Accounts, notice of Bank's interest in the Collateral.

6.      Until Bank exercises its rights to collect the Accounts and inventory
        proceeds pursuant to paragraph 10, Borrower will collect with diligence
        all Borrowers Accounts and Inventory proceeds, provided that no legal
        action shall be maintained thereon or in connection therewith without
        Bank's prior written consent which consent shall not be unreasonable
        withheld. Any collection of Accounts or inventory proceeds by Borrower,
        whether in the form of cash, checks, notes, or other instruments for the
        payment of money (properly endorsed or assigned where required to enable
        Bank to collect same), shall be in trust for Bank, and Borrower shall
        keep all such collections separate and apart from all other funds and
        property so as to be capable of identification as the property of Bank
        and deliver said collections, together with the proceeds of all cash
        sales, daily to Bank in the identical form received. The proceeds of
        such collections when received by Bank may be applied by Bank directly
        to the payment of Borrower's Loan Account or any other obligation
        secured hereby. Any credit given by Bank upon receipt of said proceeds
        shall be conditional credit subject to collection. Returned items at
        Bank's option may be charged to Borrower's general account. All
        collections of the Accounts and inventory proceeds shall be set forth on
        an itemized schedule, showing the name of the account debtor, the amount
        of each payment and such other information as Bank may request.

7.      Until Bank exercises its right to collect the Accounts or Inventory
        proceeds pursuant to paragraph 10, Borrower may continue its present
        policies with respect to returned merchandise and adjustments. However,
        Borrower shall immediately notify Bank of all cases which represent
        material amounts in excess of $50,000 involving returns, repossessions,
        and loss or damage of or to merchandise represented by the Accounts or
        constituting Inventory and of any credits, adjustments or disputes
        arising in connection with the goods or services represented by the
        Accounts or constituting Inventory and, in any of such events, Borrower
        will immediately pay to Bank from its own funds, (and not from the
        proceeds of Accounts or Inventory) for application to Borrower's Loan
        Account or any other obligation secured hereby the amount of any credit
        for such returned or reposessed merchandise and adjustments made to any
        of the Accounts. Until payment is made as provided herein or until
        release by Bank from its security interest, all merchandise returned to
        or


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         repossessed by Borrower shall be set aside and identified as the
         property of Bank and Bank shall be entitled to enter upon any premises
         where such merchandise is located and take immediate possession thereof
         and remove same.

     8.  Borrower represents and warrants to Bank: (i) If Borrower is a
         corporation that borrower is duly organized and existing in the State
         of its incorporation and the execution, delivery and performance hereof
         are within Borrower's corporate powers, have been duly authorized and
         are not in conflict with law or the terms of any charter, by-law or
         other incorporation papers, or of any indenture, agreement or
         undertaking to which Borrower is a party or by which Borrower is found
         or affected; (ii) Borrower is, or at the time the collateral becomes
         subject to Bank's security interest will be, the true and lawful owner
         of and has, or at the time the Collateral becomes subject to Bank's
         security interest will have, good and, clear title to the Collateral,
         subject only to Bank's rights therein; (iii) Each Account is, or at the
         time the Account comes into existence will be, a true and correct
         statement of a bona fide indebtedness incurred by the debtor named
         therein in the amount of the Account for either merchandise sold or
         delivered (or being held subject to Borrower's delivery instructions)
         to, or services rendered, performed and accepted by, the account
         debtor; (iv) That to the best of Borrower's knowledge there are or will
         be no defenses, counterclaims, or setoffs which may be asserted against
         the Accounts, and (v) any and all financial information, including
         information relating to the Collateral, submitted by Borrower to Bank,
         whether previously or in the future, is or will be true and correct.

     9.  Borrower will: (i) Furnish Bank from time to time such financial
         statements and information as Bank may reasonably request and inform
         Bank immediately upon the occurrence of a material adverse change
         therein; (ii) Furnish Bank periodically, in such form and detail and at
         such times as is required by the Letter of Inducement executed in
         connection herewith, statements showing aging and reconciliation of the
         Accounts and collections thereon, and reports as to the inventory and
         sales thereof; (iii) Permit representatives of Bank to inspect the
         inventory and Borrower's books and records relating to the Collateral
         and make extracts therefrom at any reasonable time and to arrange for
         verification of the Accounts, under reasonable procedures, acceptable
         to Bank, directly with the account debtors or otherwise at Borrower's
         expense; (iv) Promptly notify Bank of any attachment or other legal
         process levied against any of the Collateral and any information
         received by Borrower relative to the Collateral, including the
         Accounts, the account debtors or other persons obligated in connection
         therewith, which may in any way affect the value of the Collateral or
         the rights and remedies of Bank in respect thereto; (v) Reimburse Bank
         upon demand for any and all legal costs, including reasonable
         attorneys' fees, and other expense incurred in collecting any sums
         payable by Borrower under Borrower's Loan Account or any other
         obligation secured hereby, enforcing any term or provision of this
         Security Agreement or otherwise or in the checking, handling and
         collection of the Collateral and the preparation and enforcement of any
         agreement relating thereto; (vi) Notify Bank of each location at which
         the inventory is or will be kept, other than the temporary processing,
         storage or similar purposes, and of any removal thereof to a new
         location and of each office of Borrower at which records of Borrower
         relating to the Accounts are kept; (vii) Provide, maintain and deliver
         to Bank policies insuring the Collateral against loss or damage by such
         risks and in such amounts, forms and companies as Bank may require and
         with loss payable solely to Bank, and, in the event Bank takes
         possession of the Collateral, the insurance policy or policies and any
         unearned or returned premium thereon shall at the option of Bank become
         the sole property of Bank, such policies and the proceeds of any other
         insurance covering or in any way relating to the collateral, whether
         now in existence or hereafter obtained, being hereby assigned to Bank;
         (viii) Do all acts necessary to maintain, preserve and protect all
         inventory, keep all inventory in good condition and repair and not to
         cause any waste or unusual or unreasonable depreciation thereof, and
         (ix) in the event the unpaid balance of Borrower's Loan Account shall
         exceed the maximum amount of outstanding loans to which Borrower is
         entitled under Section 1 hereof, Borrower shall immediately pay to
         Bank, from its own funds and not from the proceeds of Collateral, for
         credit to Borrower's Loan Account the amount of such excess.

    10.  Bank may after the occurrence of any event of default set forth in part
         12 and 13 below, without prior notice to Borrower, collect the Accounts
         and inventory proceeds and may give notice of assignment to any and all
         account debtors, and Borrower does hereby make, constitute and appoint
         Bank its irrevocable, true and lawful attorney with power to receive,
         open and dispose of all mail addressed to Borrower, to endorse the name
         of Borrower upon any checks or other evidence of payment that may come
         into the possession of Bank upon the Accounts or as proceeds of
         Inventory; to endorse the name of the undersigned upon any document or
         instrument relating to the Collateral; in its name or otherwise, to
         demand, sue for, collect and give acquaintances for any and all moneys
         due or to become due upon the Accounts: to compromise, prosecute or
         defend any action, claim or proceeding with respect thereto; and to do
         any and all things necessary and proper to carry out the purpose herein
         contemplated.

    11.  Until Borrower's Loan Account and all other obligations secured hereby
         shall have been repaid in full, Borrower shall not sell, dispose of or
         grant a security interest in any of Collateral other than to Bank or
         execute any financing statements covering the Collateral in favor of
         any secured party or person other than Bank.

    12.  Should: (i) Default be made in the payment of any obligation, or breach
         be made in any warranty, statement, promise, terms or condition,
         contained herein or hereby secured; (ii) Any statement or  
         representation made for the purpose of obtaining credit hereunder prove
         materially false; (iii) Bank deem the Collateral inadequate or unsafe
         or in danger of misuse; (iv) Borrower become insolvent or make an
         assignment for the benefit of creditors; or (v) Any proceeding be
         commended by or against Borrower under any bankruptcy, reorganization,
         arrangement, readjustment of debt or moratorium law or statute; then in
         any such event, Bank may, at its option and without demand first made
         and without notice to Borrower, do any one or more of the following:
         Borrower will have a cure period of 10 days on interest default and no
         cure period on principal default. (a) Terminate its obligation to make
         loans to Borrower as provided in Section 1 hereof; (b) Declare all sums
         secured hereby immediately due and payable; (c) immediately take
         possession of the Collateral wherever it may be found, using all
         necessary force so to do, or require Borrower to assemble the
         Collateral and make it available to Bank at a place designated by Bank
         which is reasonably convenient to Borrower and Bank, and Borrower
         waives all claims for damages due to or arising from or connected with
         any such taking; (d) Proceed in the foreclosure of Bank's security
         interest and sale of the Collateral in any manner permitted by law, or
         provided for herein: (e) Sell, lease or otherwise dispose of the
         Collateral at public or private sale, with or without having the
         Collateral at the place of sale, and upon terms and in such manner as
         Bank may determine, and Bank may purchase same at any such sale; (f)
         Retain the Collateral in full satisfaction of the obligations secured
         thereby; (g) Exercise any remedies of a secured party under the Uniform
         Commercial Code. Prior to any such disposition, Bank may, at its 
         option, cause any of the Collateral to be repaired or reconditioned in
         such manner and to such extent as Bank may deem advisable, and any
         reasonable sums expended therefor by Bank shall be repaid by Borrower
         and secured hereby. Bank shall have the right to enforce one or more
         remedies hereunder successively or concurrently, and any such action
         shall not stop or prevent Bank from pursuing any further remedy which
         it may have hereunder or by law. If a sufficient sum is not realized
         from any such disposition of collateral to pay all obligations secured
         by this Security Agreement, Borrower hereby promises and agrees to pay
         Bank any deficiency.

    13.  If any writ of attachment, garnishment, execution or other legal
         process be issued against any property of Borrower, or if any
         assessment for taxes against Borrower, other than real property, is
         made by Federal or State government or any department thereof, the
         obligation of Bank to make loans to Borrower as provided in Section 1
         hereof shall immediately terminate and the unpaid balance of the Loan
         Account, all other obligations secured hereby and all other sums due
         hereunder shall immediately become due and payable without demand,
         presentment or notice.

    14.  Borrower authorizes Bank to destroy all invoices, delivery receipts,
         reports and other types of documents and records submitted to Bank in
         connection with the transactions contemplated herein at any time
         subsequent to four months from the time such items are delivered to
         Bank.

    15.  Nothing herein shall in any way limit the effect of the conditions set
         forth in any other security or other agreement executed by Borrower,
         but each and every condition hereof shall be in addition thereto.

   *16.  Additional Provisions:  Subject to Conditions and limitations contained
                                 in the Credit Terms and Conditions dated
                                 November 12, 1996 
                                
                                 See Addendum attached

                                 SEE ATTACHED AMENDMENT

Executed this 12th day of November, 1996

                                                 DATA RACE INC.
                                            -----------------------------------
                                                     (Name of Borrower)

            IMPERIAL BANK               BY: /s/ GREGORY T. SKALLA, CFO      
                                            -----------------------------------
                                            (Authorized Signature and Title) 

BY:  /s/ MANSOOR A. GHORi                BY:                                    
    ---------------------------------       -----------------------------------
                                Title       (Authorized Signature and Title)
 
*If none, insert "None"